FREE WRITING PROSPECTUS

The issuing entity has filed a registration statement (including a prospectus) with the SEC for the offering to which this free writing prospectus relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuing entity has filed with the SEC for more complete information about the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuing entity, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-597-4101.

This free writing prospectus is not required to contain all information that is required to be included in the prospectus.

The information in this free writing prospectus is preliminary and is subject to completion or change.

The information in this free writing prospectus, if conveyed prior to the time of your commitment to purchase, supersedes information contained in any prior similar free writing prospectus relating to these securities.

This free writing prospectus is not an offer to sell or a solicitation of an offer to buy these securities in any state where such offer, solicitation or sale is not permitted.

$910,833,000

Impac Funding Corporation

Master Servicer and Sponsor

Impac Secured Assets Corp.

Depositor

Mortgage Pass-Through Certificates, Series 2006-1

You should consider carefully the risk factors beginning on page S-10 in this free writing prospectus.

The Trust

The trust will consist primarily of two groups of mortgage loans:

· the first group will consist of adjustable and fixed-rate, first and second lien, one- to four-family residential mortgage loans; and

· the second group will consist of adjustable-rate, first lien multifamily mortgage loans.

The trust will be represented by twenty-five classes of certificates, twenty of which are offered under this free writing prospectus.

Credit Enhancement

The offered certificates will have credit enhancement in the form of excess interest and overcollateralization, cross-collateralization between the loan groups to cover realized losses and subordination.

In addition, two interest rate swap agreements will be available to cover certain interest shortfalls, amounts necessary to maintain or restore the required level of overcollateralization, net WAC shortfall amounts and realized losses.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy of this prospectus. 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.

Bear, Stearns & Co. Inc.

Merrill Lynch & Co.

Countrywide Securities Corporation

Underwriters

The date of this free writing prospectus is March 28, 2006

For use with the prospectus dated July 11, 2005

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of certificates to the public in that Relevant Member State prior to the publication of a prospectus in relation to the certificates which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of certificates to the public in that Relevant Member State at any time:

(a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

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

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

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

United Kingdom

Each Underwriter has represented and agreed that:

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

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

Important notice about information presented in this free writing prospectus and

the accompanying prospectus

You should rely on the information contained in this document. We have not authorized anyone to provide you with different information.

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

· the accompanying base prospectus, which provides general information, some of which may not apply to this series of certificates; and

· this free writing prospectus, which describes the specific terms of this series of certificates.

The Depositor’s principal offices are located at 1401 Dove Street, Newport Beach, CA 92660 and its phone number is (949) 475-3600.

Table of Contents

Free Writing Prospectus

	Page
SUMMARY OF FREE WRITING PROSPECTUS	S-3
RISK FACTORS	S-13
THE MORTGAGE POOL	S-26
STATIC POOL INFORMATION	S-99
THE ISSUING ENTITY	S-99
THE DEPOSITOR	S-99
THE SPONSOR	S-100
PERMITTED INVESTMENTS	S-100
YIELD ON THE CERTIFICATES	S-102
DESCRIPTION OF THE CERTIFICATES	S-135
POOLING AND SERVICING AGREEMENT	S-155
FEDERAL INCOME TAX CONSEQUENCES	S-169
SECONDARY MARKET	S-174
LEGAL OPINIONS	S-174
LEGAL PROCEEDINGS	S-174
AFFILIATIONS, RELATIONSHIPS AND RELATED TRANSACTIONS	S-175
RATINGS	S-175
LEGAL INVESTMENT	S-176
ERISA CONSIDERATIONS	S-176
AVAILABLE INFORMATION	S-178
REPORTS TO CERTIFICATEHOLDERS	S-179
INCORPORATION OF INFORMATION BY REFERENCE	S-179
GLOSSARY	S-180
ANNEX I	I-1

SUMMARY OF FREE WRITING PROSPECTUS

The following summary is a very broad overview of the offered certificates and does not contain all of the information that you should consider in making your investment decision. To understand all of the terms of the offered certificates, read carefully this entire free writing prospectus and the accompanying prospectus. A glossary is included at the end of this free writing prospectus. Capitalized terms used but not defined in the glossary at the end of this free writing prospectus have the meanings assigned to them in the glossary at the end of the prospectus.

Issuing Entity	Impac Secured Assets Trust 2006-1.
Title of Series	Impac Secured Assets Corp., Mortgage Pass-Through Certificates, Series 2006-1.
Cut-off Date	March 1, 2006.
Statistical Pool Calculation Date	March 1, 2006.
Closing Date	March 30, 2006
Mortgage Loans	The mortgage loans in loan group 1 will be adjustable-rate and fixed-rate, first and second lien, one-to-four family residential mortgage loans. The mortgage loans in loan group 2 will be adjustable-rate first lien multifamily mortgage loans.
Depositor	Impac Secured Assets Corp., an affiliate of Impac Funding Corporation.
Sponsor	Impac Funding Corporation.
Master Servicer	Impac Funding Corporation.
Subservicers	Initially, with respect to all of the mortgage loans in loan group 1, Countrywide Home Loans Servicing LP. On or about June 1, 2006, the subservicing with respect to approximately 91% of the mortgage loans in loan group 1 will be transferred to GMAC Mortgage Corporation. With respect to all of the mortgage loans in loan group 2, Midland Loan Services, Inc.
Trustee	Deustche Bank National Trust Company.
Distribution Date	Distributions on the offered certificates will be made on the 25th day of each month or, if the 25th day is not a business day, on the next business day, beginning in April 2006.
Offered Certificates	The classes of offered certificates and their pass-through rates and certificate principal balances are set forth in the table below.

S-3

Offered Certificates

Class	Pass-Through Rate	Initial Certificate Principal Balance *	Initial Rating (S&P/Moody’s)	Designation
Class A Certificates:
1-A-1-1	6.25%	117,042,000	AAA/Aaa	Super Senior/Fixed Rate
1-A-1-2	6.25%	13,005,000	AAA/Aaa	Senior Support/Fixed Rate
1-A-2A	Adjustable Rate	227,107,000	AAA/Aaa	Senior/Adjustable Rate
1-A-2B	Adjustable Rate	195,706,000	AAA/Aaa	Senior/Adjustable Rate
1-A-2C	Adjustable Rate	60,476,000	AAA/Aaa	Senior/Adjustable Rate
2-A-1	Adjustable Rate	182,349,000	AAA/Aaa	Super Senior/Adjustable Rate
2-A-2	Adjustable Rate	33,474,000	---/Aaa	Senior Support/Adjustable Rate
Total Class A Certificates:		829,159,000
Class M Certificates:
1-M-1	Adjustable Rate	8,574,000	AA+/Aa1	Mezzanine/Adjustable Rate
1-M-2	Adjustable Rate	5,936,000	AA/Aa2	Mezzanine/Adjustable Rate
1-M-3	Adjustable Rate	3,298,000	AA-/Aa3	Mezzanine/Adjustable Rate
1-M-4	Adjustable Rate	3,298,000	A+/Aa3	Mezzanine/Adjustable Rate
1-M-5	Adjustable Rate	3,298,000	A/A1	Mezzanine/Adjustable Rate
1-M-6	Adjustable Rate	3,297,000	A-/A2	Mezzanine/Adjustable Rate
1-M-7	Adjustable Rate	3,297,000	BBB+/A3	Mezzanine/Adjustable Rate
1-M-8	Adjustable Rate	3,297,000	BBB/A3	Mezzanine/Adjustable Rate
2-M-1	Adjustable Rate	10,159,000	---/Aa2	Mezzanine/Adjustable Rate
2-M-2	Adjustable Rate	12,243,000	---/A2	Mezzanine/Adjustable Rate
2-M-3	Adjustable Rate	14,979,000	---/Baa2	Mezzanine/Adjustable Rate
Total Class M Certificates:		71,676,000
Class B Certificates:
1-B	Adjustable Rate	7,914,000	BBB-/Baa3	Subordinate/Adjustable Rate
2-B	Adjustable Rate	2,084,000	---/Baa3	Subordinate/Adjustable Rate
Total Class B Certificates:		9,998,000
Total offered certificates:		910,833,000

*The initial certificate principal balances provided in this free writing prospectus are approximate and are subject to a 10% variance.

Other Information:

Class A, Class M and Class B Certificates:

The pass-through rate on the Class A (other than the Class 1-A-1-1 Certificates and Class 1-A-1-2 Certificates), Class M and Class B Certificates will be equal to the least of:

(1) one-month LIBOR plus the related certificate margin set forth on the following page;

(2) 11.50% per annum; and

(3) a per annum rate equal to the related net WAC rate as described in this free writing prospectus.

S-4

The pass-through rate on the Class 1-A-1-1 Certificates and Class 1-A-1-2 Certificates will be equal to the lesser of:

(1) the per annum fixed rate set forth above; and

(2) a per annum rate equal to the related net WAC rate as described in this free writing prospectus.

S-5

Certificate Margin
Class	(1)	(2)
1-A-2A	%	%
1-A-2B	%	%
1-A-2C	%	%
2-A-1	%	%
2-A-2	%	%
1-M-1	%	%
1-M-2	%	%
1-M-3	%	%
1-M-4	%	%
1-M-5	%	%
1-M-6	%	%
1-M-7	%	%
1-M-8	%	%
2-M-1	%	%
2-M-2	%	%
2-M-3	%	%
1-B	%	%
2-B	%	%

______

(1)Initially.

(2)On and after the related step-up date as described in this free writing prospectus.

S-6

The Issuing Entity

The certificates will be issued by Impac Secured Assets Trust 2006-1, a New York common law trust pursuant to a pooling and servicing agreement dated as of March 1, 2006 among the depositor, the master servicer and the trustee. On the closing date, the depositor will deposit into the trust the mortgage loans. Impac Secured Assets Trust 2006-1 will issue twenty-five classes of certificates representing the trust, twenty of which are offered by this free writing prospectus.

The certificates represent in the aggregate the entire beneficial ownership interest in the trust. Distributions of interest and/or principal on the offered certificates will be made only from payments received from the trust as described below.

The Class C-R, Class C-M, Class P-R, Class P-M and Class R Certificates are the classes of certificates that are not offered by this free writing prospectus.

In addition, the trustee will establish the supplemental interest trust that will hold two interest rate swap agreements for the benefit of the certificateholders (other than the Class 1-A-1-1 certificateholders and Class 1-A-1-2 certificateholders).

See “Description of the Certificates” in this free writing prospectus.

The Mortgage Loans

The mortgage loans will be divided into two mortgage loan groups, loan group 1 and loan group 2.

With respect to each loan group, the statistical information included in this free writing prospectus with respect to the mortgage loans in such loan Group is based on a pool of sample mortgage loans as of the statistical pool calculation date. The characteristics of the final groups will not materially differ from the information provided with respect to the sample groups. Unless otherwise specified, all percentages described with respect to the sample mortgage loans are calculated based on the aggregate principal balance of the sample mortgage loans as of the statistical pool calculation date. It is expected that mortgage loans will be added to and certain sample mortgage loans will be deleted from the pool of sample mortgage loans to constitute the final groups of mortgage loans.

Approximately 0.03%, 1.80%, 39.47% and 11.63% of the sample mortgage loans, by aggregate outstanding principal balance as of the statistical pool calculation date, are interest only for the first two years, three years, five years and ten years, respectively, after origination. As a result, no principal payments will be received with respect to these mortgage loans during this period except in the case of a prepayment.

Loan Group 1

The mortgage loans in loan group 1 will be divided into two mortgage loan groups, loan group 1-A-1 and loan group 1-A-2.

The mortgage loans in loan group 1-A-1 are one- to four-family, fixed-rate residential mortgage loans secured by first liens on the related mortgaged property with mortgage loan balances at origination that may or may not conform to Fannie Mae or Freddie Mac loan limits. The mortgage loans in loan group 1-A-1 will include fully amortizing, interest-only and balloon mortgage loans.

The mortgage loans in loan group 1-A-2 are one- to four-family, fixed-rate and adjustable-rate residential mortgage loans secured by first and second liens on the related mortgaged property with mortgage loan balances at origination that may or may not conform to Fannie Mae or Freddie Mac loan limits. The mortgage loans in loan group 1-A-2 will include fully amortizing, interest-only and balloon mortgage loans.

The interest rate on the adjustable-rate mortgage loans in loan group 1-A-2 will adjust on each adjustment date to equal the sum of the related index and the related gross margin on such mortgage loan, subject to a maximum and minimum interest rate, as described in this free writing prospectus.

S-7

The sample mortgage loans in loan group 1 in the aggregate have original terms to maturity of not greater than 30 years and the following characteristics as of the statistical pool calculation date:

Range of mortgage rates (approximate):	4.875% to 14.875%
Weighted average mortgage rate (approximate):	7.482%
Weighted average remaining term to stated maturity (approximate):	347 months
Range of principal balances (approximate):	$16,333 to $1,999,950
Average principal balance:	$253,011
Range of loan-to-value ratios (approximate):	8.45% to 100.00%
Weighted average loan-to- value ratio (approximate):	76.38%

The sample mortgage loans in loan group 1-A-1 have original terms to maturity of not greater than 30 years and the following characteristics as of the statistical pool calculation date:

Range of mortgage rates (approximate):	6.000% to 11.375%
Weighted average mortgage rate (approximate):	7.474%
Weighted average remaining term to stated maturity (approximate):	353 months
Range of principal balances (approximate):	$19,929 to $1,540,000
Average principal balance:	$256,148
Range of loan-to-value ratios (approximate):	25.60% to 100.00%
Weighted average loan-to- value ratio (approximate):	74.60%

The sample mortgage loans in loan group 1-A-2 have original terms to maturity of not greater than 30 years and the following characteristics as of the statistical pool calculation date:

Range of mortgage rates (approximate):	4.875% to 14.875%
Weighted average mortgage rate (approximate):	7.484%
Weighted average remaining term to stated maturity (approximate):	346 months
Range of principal balances (approximate):	$16,333 to $1,999,950
Average principal balance:	$252,180
Range of loan-to-value ratios (approximate):	8.45% to 100.00%
Weighted average loan-to- value ratios (approximate):	76.86%

Loan Group 2

The mortgage loans in loan group 2 are multifamily, adjustable-rate mortgage loans secured by first liens on the related mortgaged property with mortgage loan balances at origination that may or may not conform to Fannie Mae or Freddie Mac loan limits.

The interest rate on the mortgage loans in loan group 2 will adjust on each adjustment date to equal the sum of the related index and the related gross margin on such mortgage loan, subject to a maximum and minimum interest rate, as described in this free writing prospectus.

The sample mortgage loans in loan group 2 have original terms to maturity of not greater than 30 years and the following characteristics as of the statistical pool calculation date:

Range of mortgage rates (approximate):	5.875% to 8.750%
Weighted average mortgage rate (approximate):	6.530%
Weighted average remaining term to stated maturity (approximate):	358 months
Range of principal balances (approximate):	$90,000 to $7,194,230
Average principal balance:	$947,411
Range of loan-to-value ratios (approximate):	16.25% to 80.00%
Weighted average loan-to- value ratio (approximate):	67.46%

S-8

For additional information regarding the mortgage loans, see “The Mortgage Pool” in this free writing prospectus.

Removal and Substitution of a Mortgage Loan

The trustee will acknowledge the sale, transfer and assignment of the trust fund to it by the depositor and receipt of, subject to further review and any exceptions, the mortgage loans. If the trustee finds that any mortgage loan is defective on its face due to a breach of the representations and warranties with respect to that loan made in the transaction agreements, the trustee shall promptly notify the sponsor of such defect. The sponsor must then correct or cure any such defect within 90 days from the date of notice from the trustee of the defect and if the sponsor fails to correct or cure such defect within such period and such defect materially and adversely affects the interests of the certificateholders in the related mortgage loan, the sponsor will, in accordance with the terms of the pooling and servicing agreement, within 90 days of the date of notice, provide the trustee with a substitute mortgage loan (if within two years of the closing date); provided that, if such defect would cause the mortgage loan to be other than a “qualified mortgage” as defined in Section 860G(a)(3) of the Internal Revenue Code, any such cure or substitution must occur within 90 days from the date such breach was discovered

The Offered Certificates

Priority of Distributions from Loan Group 1. In general, on any distribution date, funds available for distribution from payments and other amounts received on the mortgage loans in loan group 1, after the payment of certain fees and expenses and any related net swap payments or any related swap termination payments payable to the swap provider (other than a swap termination payment resulting from a swap provider trigger event), will be distributed in the following order:

Interest Distributions

first, to pay current interest and any previously unpaid interest, concurrently, on the Class 1-A Certificates; and

second, to pay current interest, sequentially, on the Class 1-M-1, Class 1-M-2, Class 1-M-3, Class 1-M-4, Class 1-M-5, Class 1-M-6, Class 1-M-7, Class 1-M-8 and Class 1-B Certificates, in that order of priority.

Principal Distributions

Amounts available after distributions of interest on the group 1 certificates will be used to pay principal on these certificates (including the payment of amounts to maintain overcollateralization), but only in the order of priority and in the amounts described herein.

Net Monthly Excess Cashflow Distributions

Amounts available after distributions of interest and principal as described above will be the related net monthly excess cashflow and will be used for various purposes, including building and maintaining the required level of overcollateralization with respect to the related and non-related loan groups and making distributions for reimbursement of losses.

Priority of Distributions from Loan Group 2. In general, on any distribution date, funds available for distribution from payments and other amounts received on the mortgage loans in loan group 2, after the payment of certain fees and expenses and any related net swap payments or any related swap termination payments payable to the swap provider (other than a swap termination payment resulting from a swap provider trigger event), will be distributed in the following order:

Interest Distributions

first, to pay current interest and any previously unpaid interest, concurrently, on the Class 2-A Certificates; and

second, to pay current interest, sequentially, on the Class 2-M-1, Class 2-M-2, Class 2-M-3 and Class 2-B Certificates, in that order of priority.

Principal Distributions

Amounts available after distributions of interest on the group 2 certificates will be used to pay principal (including the payment of amounts to maintain overcollateralization) on these certificates, but only in the order of priority and in the amounts described herein.

S-9

Net Monthly Excess Cashflow Distributions

Amounts available after distributions of interest and principal as described above will be the related net monthly excess cashflow and will be used for various purposes, including building and maintaining the required level of overcollateralization with respect to the related and non-related loan groups and making distributions for reimbursement of losses.

See “Description of the Certificates” in this free writing prospectus for additional information.

Credit Enhancement

The credit enhancement provided for the benefit of the holders of the offered certificates consists of excess spread, overcollateralization related to each loan group, cross-collateralization between the loan groups to cover realized losses and the subordination provided to the more senior classes of certificates by the more subordinate classes of certificates as described in this free writing prospectus.

See “Description of the Certificates—Overcollateralization Provisions” and “—Allocation of Losses; Subordination” in this free writing prospectus.

Interest Rate Swap Agreements

Deutsche Bank National Trust Company, as trustee on behalf of a separate trust created under the pooling and servicing agreement will enter into two interest rate swap agreements with [_______________], the swap provider. One interest rate swap agreement is for the benefit of the Class 1-A-2, Class 1-M and Class 1-B Certificates and one interest rate swap agreement is for the benefit of the Class 2-A, Class 2-M and Class 2-B Certificates. On or before each distribution date, the supplemental interest trust will be obligated to make fixed payments, and the swap provider will be obligated to make floating payments, in each case as set forth in the related interest rate swap agreement and as described in this free writing prospectus. To the extent that the fixed payment exceeds the floating payment on any distribution date, amounts otherwise available to the related certificateholders will be applied to make a net payment to the supplemental interest trust for payment to the swap provider. To the extent that the related floating payment exceeds the related fixed payment on any distribution date, the swap provider will make a net swap payment to the supplemental interest trust from which payments will be made to the related certificateholders to the extent needed to cover certain related interest shortfalls, to maintain or restore related overcollateralization, related net WAC shortfall amounts and related realized losses as described in this free writing prospectus, in each case to the extent the related net monthly excess cashflow is insufficient.

Upon early termination of either interest rate swap agreement, the supplemental interest trust or the swap provider may be liable to make a swap termination payment to the other party (regardless of which party has caused the termination). The swap termination payment will be computed in accordance with the procedures set forth in the related interest rate swap agreement. In the event that the supplemental interest trust is required to make a swap termination payment to the swap provider, the trust will be required to make a payment to the supplemental interest trust in the same amount, which amount will be paid by the trust on the related distribution date and on any subsequent distribution dates until paid in full, prior to any distribution to the holders of the related certificates, except for certain swap termination payments resulting from an event of default or certain termination events with respect to the swap provider as described in this free writing prospectus, for which payments by the trust to the supplemental interest trust will be subordinated to all distributions to the holders of the related certificates.

Except as described in the preceding sentence, amounts payable by the trust to the supplemental interest trust will be deducted from related available distribution amounts before distributions to related certificateholders.

See “Description of the Certificates—The Interest Rate Swap Agreements” in this free writing prospectus.

S-10

Advances

The master servicer will make cash advances with respect to delinquent payments of scheduled interest and principal on the mortgage loans for which it acts as master servicer, in general, to the extent that the master servicer reasonably believes that such cash advances can be repaid from future payments on the related mortgage loans. If the master servicer fails to make any required advances, the trustee may be obligated to do so, as described in this free writing prospectus. These cash advances are only intended to maintain a regular flow of scheduled interest and principal payments on the certificates and are not intended to guarantee or insure against losses.

Master Servicing Fee

With respect to each mortgage loan, the amount of the annual master servicing fee that shall be paid to the master servicer is, for a period of one full month, equal to one-twelfth of the product of (a) 0.03% and (b) the stated principal balance of the mortgage loan for the calendar month preceding the month in which the payment is due. Such fee shall be payable monthly, computed on the basis of the same principal amount and period respecting which any related interest payment on a mortgage loan is computed. The obligation to pay the master servicing fee is limited to, and the master servicing fee is payable from the interest portion of such monthly payments collected.

Optional Termination

At its option, the master servicer may purchase the group 1 mortgage loans, together with any properties in respect thereof acquired on behalf of the trust, and thereby effect termination and early retirement of the group 1 certificates on the distribution date after the aggregate stated principal balance of the group 1 mortgage loans, and properties acquired in respect thereof, remaining in the trust has been reduced to less than or equal to 10% of the aggregate stated principal balance of the group 1 mortgage loans as of the cut-off date.

At its option, the master servicer may purchase the group 2 mortgage loans, together with any properties in respect thereof acquired on behalf of the trust, and thereby effect termination and early retirement of the group 2 certificates on the distribution date after the aggregate stated principal balance of the group 2 mortgage loans, and properties acquired in respect thereof, remaining in the trust has been reduced to less than or equal to 10% of the aggregate stated principal balance of the group 2 mortgage loans as of the cut-off date.

See “Pooling and Servicing Agreement— Termination” in this free writing prospectus.

Federal Income Tax Consequences

Elections will be made to treat the trust (other than the net WAC shortfall reserve fund, and, for the avoidance of doubt, the supplemental interest trust and the interest rate swap agreements) as comprising two or more real estate mortgage investment conduits for federal income tax purposes.

See “Federal Income Tax Consequences” in this free writing prospectus.

Ratings

When issued, the offered certificates will receive the ratings set forth on page S-4 of this free writing prospectus. The ratings on the offered certificates address the likelihood that holders of the offered certificates will receive all distributions on the underlying mortgage loans to which they are entitled. However, the ratings do not address the possibility that certificateholders might suffer a lower than anticipated yield.

A security rating is not a recommendation to buy, sell or hold a security and is subject to change or withdrawal at any time by the assigning rating agency. The ratings also do not address the rate of principal prepayments on the mortgage loans. In particular, the rate of prepayments, if different than originally anticipated, could adversely affect the yield realized by holders of the offered certificates.

See “Ratings” in this free writing prospectus.

S-11

Legal Investment

The offered certificates will not constitute “mortgage related securities” for purposes of SMMEA.

See “Legal Investment” in this free writing prospectus and in the prospectus.

ERISA Considerations

It is expected that the offered certificates may be purchased by, or with the assets of, employee benefit plans subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or plans or arrangements subject to Section 4975 of the Code (each, a “Plan”). Prior to the termination of the supplemental interest trust, Plans or persons using assets of a Plan may purchase the offered certificates if the purchase and holding meets the requirements of an investor-based class exemption issued by the Department of Labor. Investors should consult with their counsel with respect to the consequences under ERISA and the Code of a Plan’s acquisition and ownership of such certificates.

See “ERISA Considerations” in this free writing prospectus.

S-12

RISK FACTORS

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

The Offered Certificates May Have Limited Liquidity, So You May Be Unable to Sell Your Securities or May Be Forced to Sell Them at a Discount From Their Fair Market Value

There can be no assurance that a secondary market for the offered certificates will develop or, if one does develop, that it will provide holders of the offered certificates with liquidity of investment or that it will continue for the life of the offered certificates. As a result, any resale prices that may be available for any offered certificate in any market that may develop may be at a discount from the initial offering price or the fair market value thereof. The offered certificates will not be listed on any securities exchange.

The Credit Enhancement Is Limited, and the Potential Inadequacy of the Credit Enhancement May Cause Losses or Shortfalls to Be Incurred on the Offered Certificates

The credit enhancement features described in the summary of this free writing prospectus are intended to enhance the likelihood that holders of the Class A Certificates, and to a limited extent, the holders of the subordinate certificates, will receive regular payments of interest and principal. However, there is no assurance that the applicable credit enhancement will adequately cover any shortfalls in cash available to pay the certificates as a result of delinquencies or defaults on the mortgage loans. On the closing date, the initial amount of overcollateralization with respect to loan group 1 will approximately equal the initial overcollateralization target amount of 0.60% of the aggregate stated principal balance of the mortgage loans in loan group 1 as of the cut-off date as described herein. Also, on the closing date, with respect to loan group 2, initial overcollateralization will equal approximately 2.00% of the aggregate stated principal balance of the mortgage loans in loan group 2 as of the cut off date as described herein.

Cross-collateralization allows interest from a loan group to be paid to non-related Class A Certificates after payments to related Class A Certificates and related net monthly excess cashflow from one loan group to cover realized losses in the other loan group to the extent provided in this free writing prospectus. However, this excess interest from a loan Group is available solely to the extent the related certificates have received the interest and principal to which they are entitled and to the extent that any realized losses in the related loan group have been covered by related net monthly excess cashflow, and are subject to the priorities of payment in this free writing prospectus. See “Description of the Certificates — Overcollateralization Provisions” in this free writing prospectus.

If delinquencies or defaults occur on the mortgage loans, neither the master servicer nor any other entity will advance scheduled monthly payments of interest and principal on delinquent or defaulted mortgage loans if, in the good faith judgment of the master servicer, these advances would not be ultimately recovered from the proceeds of the mortgage loan.

If substantial losses occur as a result of defaults and delinquent payments on the mortgage loans, you may suffer losses. Losses on the mortgage loans in loan group 1, to the extent not covered by related net monthly excess cashflow, related overcollateralization or cross-collateralization, will be allocated first to the Class 1-B, Class 1-M-8, Class 1-M-7, Class 1-M-6, Class 1-M-5, Class 1-M-4, Class 1-M-3, Class 1-M-2 and Class 1-M-1 Certificates, in that order, and then to the Class 1-A Certificates, pro rata, in each case, until the certificate principal balance thereof has been reduced to zero. Losses on the mortgage loans in loan group 2, to the extent not covered by related net monthly excess cashflow, related overcollateralization or cross-collateralization, will be allocated to the Class 2-B, Class 2-M-3, Class 2-M-2, Class 2-M-1, Class 2-A-2 and Class 2-A-1 Certificates, in that order.

S-13

The ratings of the offered certificates by the rating agencies may be lowered following the initial issuance thereof as a result of losses on the mortgage loans in excess of the levels contemplated by the rating agencies at the time of their initial rating analysis. None of the depositor, the master servicer, the trustee or any of their respective affiliates will have any obligation to replace or supplement any credit enhancement, or to take any other action to maintain the ratings of the offered certificates. See “Description of Credit Enhancement” in the prospectus.

Interest Generated by the Mortgage Loans May Be Insufficient to Create or Maintain Overcollateralization or to Provide Cross-Collateralization

The amount of interest generated by the mortgage loans in each loan group (net of fees and expenses) may be higher than the amount of interest required to be paid to the related offered certificates. Any such excess interest will be used to maintain the current level of related overcollateralization by covering realized losses on the related mortgage loans, to create additional related overcollateralization until the required level of overcollateralization is reached and to provide cross-collateralization by covering realized losses on the mortgage loans in the other loan group. In addition, amounts payable to the supplemental interest trust under the related interest rate swap agreement may be used to cover certain related interest shortfalls, related net WAC shortfall amounts and related realized losses and to restore or maintain related overcollateralization as described in this free writing prospectus. We cannot assure you, however, that enough excess interest or amounts available to the supplemental interest trust from the related interest rate swap agreement will be available to cover related losses, certain related interest shortfalls and related net WAC shortfalls, to restore or maintain the required level of related overcollateralization or to provide cross-collateralization. The factors described below will affect the amount of excess interest that the mortgage loans will generate:

·Every time a mortgage loan is prepaid in full, excess interest may be reduced because the mortgage loan will no longer be outstanding and generating interest or, in the case of a partial prepayment, will be generating less interest.

·Every time a mortgage loan is liquidated, excess interest may be reduced because such mortgage loans will no longer be outstanding and generating interest.

·If the rates of delinquencies, defaults or losses on the mortgage loans in each loan group are higher than expected, excess interest will be reduced by the amount necessary to compensate for any shortfalls in cash available on such date to make required distributions on the related offered certificates.

·If prepayments, defaults and liquidations occur more rapidly on the mortgage loans with relatively higher interest rates than on the mortgage loans with relatively lower interest rates, the amount of excess interest generated by the mortgage loans will be less than would otherwise be the case

The Difference Between the Interest Rates on the Offered Certificates and the Related Mortgage Loans May Result in Net WAC Shortfall with Respect to Such Certificates

The pass-through rates with respect to the offered certificates (other than the Class 1-A-1-1 Certificates and Class 1-A-1-2 Certificates) adjust each month and are based upon the value of an index (one-month LIBOR) plus the related certificate margin, limited by the weighted average of the net mortgage rates on the related mortgage loans. However, the mortgage rate of substantially all of the adjustable-rate mortgage loans is based upon the value of an index (six-month LIBOR) plus the related gross margin, and adjusts semi-annually, commencing, in many cases, after an initial fixed-rate period. The mortgage rate on all of the sample mortgage loans in loan group 1-A-1 is a fixed rate. Also, the mortgage rate on 35.00% of the sample mortgage loans in loan group 1-A-2 is a fixed rate. One-month LIBOR and six-month LIBOR may respond differently to economic and market factors, and there is not necessarily any correlation between them. Moreover, the mortgage loans are subject to periodic rate caps, maximum mortgage rates and minimum mortgage rates. Also, because the mortgage rates on the mortgage loans generally adjust semi-annually, and, in many cases, after an initial fixed-rate period, there will be a delay between the change in six-month LIBOR and the rate on the related mortgage loan. Thus, it is possible, for example, that one-month LIBOR may rise during periods in which six-month LIBOR is stable or falling or that, even if both one-month LIBOR and six-month LIBOR rise during the same period, one-month LIBOR may rise much more rapidly than six-month LIBOR. To the extent that the related pass-through rate is limited to the weighted average of the net mortgage rates of the related mortgage loans, adjusted for any related net swap payments, net WAC shortfall amounts may occur. See “Description of the Certificates—Allocation of Available Funds—Interest Distributions on the Offered Certificates.”

S-14

Some or all of this shortfall in respect of the offered certificates (other than the Class 1-A-1-1 Certificates and Class 1-A-1-2 Certificates) will be funded to the extent of related net swap payments, if any, received by the supplemental interest trust from the swap provider under the related interest rate swap agreement. However, if net swap payments under the related interest rate swap agreement received by the supplemental interest trust from the swap provider do not provide sufficient funds to cover such shortfalls, such shortfalls may remain unpaid on the final distribution date, including the optional termination date. In addition, although the offered certificates (other than the Class 1-A-1-1 Certificates and Class 1-A-1-2 Certificates) are entitled to certain payments during periods of increased one-month LIBOR rates, the swap provider will only be obligated to make payments under the related interest rate swap agreement under certain circumstances. See “Description of the Certificates — The Interest Rate Swap Agreements” in this free writing prospectus.

To the extent that net swap payments payable by the swap provider under the related interest rate swap agreement are insufficient to cover net WAC shortfall amounts on the related offered certificates, related net monthly excess cashflow may be used, subject to the priorities described in this free writing prospectus. However, there can be no assurance that available related net monthly excess cashflow will be sufficient to cover these shortfalls, particularly because in a situation where the pass-through rate on a class of offered certificates (other than the Class 1-A-1-1 Certificates and Class 1-A-1-2 Certificates) is limited to the related net WAC rate, there will be little or no related net monthly excess cashflow.

Some of the Mortgage Loans Are Secured by Second Liens

Approximately 2.48% of the sample group 1 loans in the aggregate and 3.15% of the sample group 1-A-2 loans, (by aggregate outstanding principal balance of the related sample mortgage loans as of the statistical pool calculation date) are secured by second liens, rather than first liens. In the case of second liens, proceeds from liquidation of the mortgaged property will be available to satisfy the mortgage loans only if the claims of any senior mortgages have been satisfied in full. When it is uneconomical to foreclose on a mortgaged property or engage in other loss mitigation procedures, the master servicer may write off the entire outstanding balance of the mortgage loan as a bad debt.

The Mortgage Loans in Loan Group 2 Are Secured by Multifamily Properties

All of the mortgage loans in loan group 2 are secured by multifamily properties. Mortgage loans secured by multifamily properties may entail risks of loss and delinquency that are greater than similar risks associated with loans secured by one- to four-family residential properties. The ability of a borrower to repay a loan secured by an income-producing property is dependent primarily upon the successful operation of such property rather than the borrower’s income or assets. Furthermore, the value of an income-producing property is related to the net operating income derived from such property. If the net operating income of the property is reduced (for example, if rental or occupancy rates decline or real estate tax rates or other operating expenses increase), the borrower's ability to repay the loan may be impaired. Since the cash flow necessary to repay a multifamily loan may be more volatile, such loans expose investors to different and potentially greater risks than those posed by one-to four- family residential loans.

S-15

In the case of the multifamily loans, lenders typically look to the debt service coverage ratio of a loan as an important measure of the risk of default on such a loan. The net operating income of a multifamily property will fluctuate over time and may or may not be sufficient to cover debt service on the related mortgage loan at any given time. As the primary source of the operating revenues of a multifamily property, rental income may be affected by the condition of the applicable real estate market and/or area economy. Increases in operating expenses due to the general economic climate or economic conditions in a locality or industry segment, such as increases in interest rates, real estate tax rates, energy costs, labor costs and other operating expenses, and/or to changes in governmental rules, regulations and fiscal policies, may also affect the risk of default on a multifamily loan. Lenders also look to the loan-to-value ratio of a multifamily loan as a measure of risk of loss if a property must be liquidated following a default.

A large number of additional factors may adversely affect the value and successful operation of a multifamily property, including:

· the physical attributes of the apartment building such as its age, appearance and construction quality;

· the location of the property, for example, a change in the neighborhood over time;

· the ability of management to provide adequate maintenance and insurance;

· the types of services or amenities that the property provides;

· the property's reputation;

· the level of mortgage insurance rates, which may encourage tenants to purchase rather than lease housing;

· the presence of competing properties;

· the tenant mix, such as the tenant population being predominantly students or being heavily dependent on workers from a particular business or personnel from a local military base;

· dependence upon governmental programs that provide rent subsidies to tenants pursuant to tenant vouchers programs, which vouchers may be used at other properties and influence tenant mobility;

· adverse local or national economic conditions, which may limit the amount of rent that may be charged and may result in a reduction of timely rent payments or a reduction in occupancy levels; and

S-16

· state and local regulations, which may affect the building owner's ability to increase rent to market rent for an equivalent apartment.

Sound property management may control costs, provide appropriate service to tenants and ensure that improvements are maintained. Sound property management can also maintain cash flow, reduce vacancy, leasing and repair costs and preserve building value. Properties deriving revenues primarily from short-term sources, such as short-term or month-to-month leases, are generally more management intensive than properties leased to creditworthy tenants under long-term leases. Property management errors can impair the long-term viability of a property.

In the case of multifamily properties, federal bankruptcy law may also have the effect of interfering with or affecting the ability of the secured lender to enforce the borrower's assignment of rents and leases related to the mortgaged property. Under Section 362 of the Bankruptcy Code, the lender will be stayed from enforcing the assignment, and the legal proceedings necessary to resolve the issue could be time-consuming, with resulting delays in the lender's receipt of the rents.

If a multifamily loan becomes a specially serviced multifamily loan, the amount of servicing compensation will be increased, resulting in a reduction in the amount of related net monthly excess cashflow with respect to the mortgage loans in loan group 2. In addition, in the event the interest rate on a multifamily loan is reduced, the amount of net monthly excess cashflow with respect to the related mortgage loans will also be reduced.

Investors in the bonds should note that the sponsor has only recently begun to originate multifamily loans and therefore has no material loss and delinquency information with respect to the multifamily loans.

See “General Yield and Prepayment Considerations,” “The Mortgage Pool—Multifamily Loans” and “Pooling and Servicing Agreement—Servicing of Multifamily Loans”in this free writing prospectus.

The Sample Mortgage Loans in Loan Group 2 Are Concentrated and Have High Principal Balances

There are only 275 sample mortgage loans in loan group 2, with principal balances ranging from $90,000 to $7,194,230 as of the statistical pool calculation date. As a result, any realized loss on one of these mortgage loans could be a substantial amount and could cause a realized loss greater than the amount of overcollateralization in loan group 2, even if the amount of overcollateralization is at its target amount. Investors are urged to consider the risk that the loss and delinquency experience on the mortgage loans in loan group 2 with higher principal balances may have a disproportionate effect on these mortgage loans as a whole. In addition, the timing of prepayments and liquidations of these mortgage loans could be volatile.

FICO Scores Mentioned in this Free Writing Prospectus Are Not an Indicator of Future Performance of Borrowers

Investors should be aware that FICO scores are based on past payment history of the borrower. Investors should not rely on FICO scores as an indicator of future borrower performance. See “Loan Program — FICO Scores” in the base prospectus.

S-17

Statutory and Judicial Limitations on Foreclosure Procedures May Delay Recovery in Respect of the Mortgaged Properties and, in Some Instances, Limit the Amount That May Be Recovered by the Foreclosing Lender, Resulting in Losses on the Mortgage Loans that Might Cause Losses or Shortfalls to Be Incurred on the Offered Certificates

Foreclosure procedures vary from state to state. Two primary methods of foreclosing a mortgage instrument are judicial foreclosure, involving court proceedings, and non-judicial foreclosure pursuant to a power of sale granted in the mortgage instrument. A foreclosure action is subject to most of the delays and expenses of other lawsuits if defenses are raised or counterclaims are asserted. Delays may also result from difficulties in locating necessary defendants. Non-judicial foreclosures may be subject to delays resulting from state laws mandating the recording of notice of default and notice of sale and, in some states, notice to any party having an interest of record in the real property, including junior lienholders. Some states have adopted “anti-deficiency” statutes that limit the ability of a lender to collect the full amount owed on a loan if the property sells at foreclosure for less than the full amount owed. In addition, United States courts have traditionally imposed general equitable principles to limit the remedies available to lenders in foreclosure actions that are perceived by the court as harsh or unfair. The effect of these statutes and judicial principles may be to delay and/or reduce distributions in respect of the offered certificates. See “Legal Aspects of Mortgage Loans—Foreclosure on Mortgages and Some Contracts” in the prospectus.

The Value of the Mortgage Loans May Be Affected by, Among Other Things, a Decline in Real Estate Values and Changes in the Borrowers’ Financial Condition, Which May Cause Losses or Shortfalls to be Incurred on the Offered Certificates

No assurance can be given that values of the mortgaged properties have remained or will remain at their levels as of the dates of origination of the related mortgage loans. If the residential real estate market should experience an overall decline in property values so that the outstanding balances of the mortgage loans, and any secondary financing on the mortgaged properties, become equal to or greater than the value of the mortgaged properties, the actual rates of delinquencies, foreclosures and losses could be higher than those now generally experienced in the mortgage lending industry. A decline in property values is more likely to result in losses on mortgage loans with high loan-to-value ratios. Such losses will be allocated to the offered certificates to the extent not covered by credit enhancement.

The Mortgage Loans Were Underwritten to Non-Conforming Underwriting Standards, Which May Result in Losses or Shortfalls on the Offered Certificates

The sample mortgage loans were underwritten generally in accordance with underwriting standards which are primarily intended to provide for single family “non-conforming” mortgage loans. A “non-conforming” mortgage loan means a mortgage loan which is ineligible for purchase by Fannie Mae or Freddie Mac due to either credit characteristics of the related mortgagor or documentation standards in connection with the underwriting of the related mortgage loan that do not meet the Fannie Mae or Freddie Mac underwriting guidelines for “A” credit mortgagors. These credit characteristics include mortgagors whose creditworthiness and repayment ability do not satisfy such Fannie Mae or Freddie Mac underwriting guidelines and mortgagors who may have a record of credit write-offs, outstanding judgments, prior bankruptcies and other credit items that do not satisfy such Fannie Mae or Freddie Mac underwriting guidelines. These documentation standards may include mortgagors who provide limited or no documentation in connection with the underwriting of the related mortgage loan. Accordingly, mortgage loans underwritten under the sponsor’s non-conforming credit underwriting standards are likely to experience rates of delinquency, foreclosure and loss that are higher, and may be substantially higher, than mortgage loans originated in accordance with the Fannie Mae or Freddie Mac underwriting guidelines. Any resulting losses, to the extent not covered by credit enhancement, may affect the yield to maturity of the offered certificates.

S-18

Some of the Mortgage Loans Have an Initial Interest Only Period, Which May Result in Increased Delinquencies and Losses with Respect to These Mortgage Loans

Approximately 0.04%, 51.38% and 16.22% of the sample mortgage loans in loan group 1 in the aggregate (by aggregate outstanding principal balance of the related sample mortgage loans as of the statistical pool calculation date) have initial interest only periods of two, five, and ten years respectively, approximately 35.15% and 24.19% of the sample mortgage loans in loan group 1-A-1 (by aggregate outstanding principal balance of the related sample mortgage loans as of the statistical pool calculation date) have initial interest only periods of five and ten years respectively, approximately 0.05%, 55.75% and 14.08% of the sample mortgage loans in loan group 1-A-2 (by aggregate outstanding principal balance of the related sample mortgage loans as of the statistical pool calculation date) have initial interest only periods of two, five, and ten years respectively, and approximately 6.35% and 9.32% of the sample mortgage loans in loan group 2 (by aggregate outstanding principal balance of the related sample mortgage loans as of the statistical pool calculation date) have initial interest only periods of three and five, respectively. During this period, the payment made by the related borrower may be less than it would be if the mortgage loan amortized. In addition, scheduled monthly payments will not have a principal portion during this period. As a result, no principal payments will be made to the offered certificates from these mortgage loans during their interest only period except in the case of a prepayment.

After the initial interest only period, the scheduled monthly payment on these mortgage loans will increase, which may result in increased delinquencies by the related borrowers, particularly if interest rates have increased and the borrower is unable to refinance. In addition, losses may be greater on these mortgage loans as a result of the mortgage loan not amortizing during the early years of these mortgage loans. Although the amount of principal included in each scheduled monthly payment for a traditional mortgage loan is relatively small during the first few years after the origination of a mortgage loan, in the aggregate the amount can be significant. Any resulting delinquencies and losses, to the extent not covered by credit enhancement, will be allocated to the offered certificates.

Mortgage loans with an initial interest only period are relatively new in the mortgage marketplace. The performance of these mortgage loans may be significantly different than mortgage loans that fully amortize. In particular, there may be a higher expectation by these borrowers of refinancing their mortgage loans with a new mortgage loan, in particular one with an initial interest only period, which may result in higher or lower prepayment speeds than would otherwise be the case. In addition, the failure to build equity in the property by the related mortgagor may affect the delinquency and prepayment of these mortgage loans.

The Mortgage Loans Are Concentrated in the State of California, Which May Result in Losses with Respect to these Mortgage Loans

Investors should note that some geographic regions of the United States from time to time will experience weaker regional economic conditions and housing markets, and, consequently, will experience higher rates of loss and delinquency than will be experienced on mortgage loans generally. For example, a region’s economic condition and housing market may be directly, or indirectly, adversely affected by natural disasters such as earthquakes, hurricanes, floods and eruptions, civil disturbances such as riots, and by other disruptions such as ongoing power outages, terrorist actions or acts of war. The economic impact of any of these types of events may also be felt in areas beyond the region immediately affected by the disaster or disturbance. Approximately 43.72%, 42.67%, 44.00% and 47.34% of the sample mortgage loans in loan group 1, in the aggregate, loan group 1-A-1, loan group 1-A-2 and loan group 2, respectively (by aggregate outstanding principal balance of the related sample mortgage loans as of the statistical pool calculation date), are in the state of California. The concentration of the mortgage loans in the state of California may present risk considerations in addition to those generally present for similar mortgage-backed securities without this concentration. Any risks associated with mortgage loan concentration may affect the yield to maturity of the offered certificates to the extent losses caused by these risks which are not covered by credit enhancement are allocated to the offered certificates.

S-19

Some of the Mortgage Loans Provide for Balloon Payments at Maturity, Which May Result in a Greater Risk of Loss with Respect to these Mortgage Loans

Approximately 3.18%, 1.19% and 3.72% of the sample mortgage loans in loan group 1, in the aggregate, loan group 1-A-1 and loan group 1-A-2, respectively, (by aggregate principal balance of the related sample mortgage loans as of the statistical pool calculation date) are balloon loans. These mortgage loans will require a substantial payment of principal (that is, a balloon payment) at their stated maturity in addition to their scheduled monthly payment. Mortgage loans of this type involve a greater degree of risk than self-amortizing loans because the ability of a mortgagor to make a balloon payment typically will depend upon the mortgagor's ability either to fully refinance the loan or to sell the related mortgaged property at a price sufficient to permit the mortgagor to make the balloon payment. The ability of a mortgagor to accomplish either of these goals will be affected by a number of factors, including the value of the related mortgaged property, the level of available mortgage rates at the time of sale or refinancing, the mortgagor's equity in the related mortgaged property, prevailing general economic conditions and the availability of credit for loans secured by comparable real properties. Any risks associated with the balloon loans may affect the yield to maturity of the offered certificates to the extent losses or delays in payment caused by these risks which are not covered by credit enhancement are allocated to, or result in a slower rate of principal payments on, the offered certificates.

The Rate and Timing of Prepayments Will Affect Your Yield

Borrowers may prepay their mortgage loans in whole or in part at any time. We cannot predict the rate at which borrowers will repay their mortgage loans. A prepayment of a mortgage loan generally will result in a prepayment on the certificates.

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

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

·The rate of prepayments on the mortgage loans will be sensitive to prevailing interest rates. Generally, if interest rates decline, mortgage loan prepayments may increase due to the availability of other mortgage loans at lower interest rates. Conversely, if prevailing interest rates rise significantly, the prepayments on mortgage loans may decrease.

·Approximately 79.40%, 82.91%, 78.45% and 100.00% of all of the sample mortgage loans in loan group 1, in the aggregate, loan group 1-A-1, loan group 1-A-2 and loan group 2, respectively (by aggregate outstanding principal balance of the related sample mortgage loans as of the statistical pool calculation date), require the mortgagor to pay a charge in certain instances if the mortgagor prepays the mortgage loan during a stated period, which may be from six months to ten years after the mortgage loan was originated. A prepayment charge may or may not discourage a mortgagor from prepaying the mortgage loan during the applicable period.

S-20

·The sponsor may be required to purchase mortgage loans from the trust in the event certain breaches of representations and warranties occur and have not been cured. These purchases will have the same effect on the holders of the offered certificates as a prepayment of the mortgage loans.

·The overcollateralization provisions, initially and whenever overcollateralization is at a level below the required level, are intended to result in an accelerated rate of principal distributions to holders of the classes of offered certificates then entitled to distributions of principal. An earlier return of principal to the holders of the offered certificates as a result of the overcollateralization provisions will influence the yield on the offered certificates in a manner similar to the manner in which principal prepayments on the mortgage loans will influence the yield on the offered certificates.

·Because principal distributions are paid to certain classes of offered certificates before other such classes, holders of classes of offered certificates having a later priority of payment bear a greater risk of losses than holders of classes having earlier priorities for distribution of principal.

See “Yield on the Certificates” in this free writing prospectus for a description of factors that may influence the rate and timing of prepayments on the mortgage loans and the weighted average lives of the offered certificates.

The Mortgage Loans May Have Environmental Risks, Which May Result in Increased Losses with Respect to these Mortgage Loans

To the extent the master servicer for a mortgage loan acquires title to any related mortgaged property contaminated with or affected by hazardous wastes or hazardous substances, these mortgage loans may incur losses. See “Servicing of Mortgage Loans—Realization Upon or Sale of Defaulted Mortgage Loans” and “Legal Aspects of Mortgage Loans—Environmental Legislation” in the prospectus. To the extent these environmental risks result in losses on the mortgage loans, the yield to maturity of the offered certificates, to the extent not covered by credit enhancement, may be affected.

Some Additional Risks are Associated with the Certificates

The weighted average lives of, and the yields to maturity on, the Class 1-B, Class 1-M-8, Class 1-M-7, Class 1-M-6, Class 1-M-5, Class 1-M-4, Class 1-M-3, Class 1-M-2, Class 1-M-1 and Class 1-A Certificates will be sensitive, in that order, to the rate and timing of mortgagor defaults and the severity of ensuing losses on the mortgage loans, in particular the mortgage loans in loan group 1. The weighted average lives of, and the yields to maturity on, the Class 2-B, Class 2-M-3, Class 2-M-2, Class 2-M-1 and Class 2-A Certificates will be sensitive, in that order, to the rate and timing of mortgagor defaults and the severity of ensuing losses on the mortgage loans, in particular the mortgage loans in loan group 2. If the actual rate and severity of losses on the mortgage loans is higher than those assumed by an investor in such certificates, the actual yield to maturity of such certificates may be lower than the yield anticipated by such holder based on such assumption. The timing of losses on the mortgage loans will also affect an investor’s actual yield to maturity, even if the rate of defaults and severity of losses over the life of the mortgage pool are consistent with an investor’s expectations. In general, the earlier a loss occurs, the greater the effect on an investor’s yield to maturity. Realized losses on the mortgage loans in loan group 1 and loan group 2, to the extent they exceed the amount of related overcollateralization following distributions of principal on the related distribution date, will reduce the certificate principal balance of the related Class B Certificates and then each class of related Class M Certificates then outstanding with the lowest payment priority. In addition, after the certificate principal balance of the related subordinate certificates has been reduced to zero, any realized losses on the mortgage loans in loan group 1 will be allocated to the Class 1-A Certificates, pro rata, and any realized losses on the mortgage loans in loan group 2 will be allocated to the Class 2-A Certificates, sequentially, first to the Class 2-A-2 Certificates, and then to the Class 2-A-1 Certificates. However, any realized loss allocated to an offered certificate may be reimbursed to that class from excess interest as provided in this free writing prospectus.

S-21

In addition, the yield on the offered certificates will be sensitive to changes in the rates of prepayment of the mortgage loans. Because distributions of principal will be made to the holders of such certificates according to the priorities described in this free writing prospectus, the yield to maturity on such classes of certificates will be sensitive to the rates of prepayment on the mortgage loans experienced both before and after the commencement of principal distributions on such classes. The yield to maturity on such classes of certificates will also be extremely sensitive to losses due to defaults on the mortgage loans (and the timing thereof), to the extent such losses are not covered by related excess interest, related overcollateralization, cross-collateralization or a class of related subordinate certificates with a lower payment priority. Furthermore, as described in this free writing prospectus, the timing of receipt of principal and interest by the offered certificates may be adversely affected by losses even if such classes of certificates do not ultimately bear such loss.

Prepayment Interest Shortfalls and Relief Act Shortfalls Will Affect Your Yield

When a principal prepayment in full is made on a mortgage loan, the mortgagor is charged interest only up to the date of the principal prepayment, instead of for a full month. When a partial principal prepayment is made on a mortgage loan, the mortgagor is not charged interest on the amount of the prepayment for the month in which the prepayment is made. In addition, the application of the Relief Act, as amended, to any mortgage loan will adversely affect, for an indeterminate period of time, the ability of the subservicer and master servicer to collect full amounts of interest on the mortgage loan. This may result in a shortfall in interest collections available for distribution to certificateholders on the next distribution date. The subservicer is required to cover a portion of the shortfall in interest collections that are attributable to prepayments, but only up to the amount of the subservicer’s aggregate servicing fee for the related calendar month, and the master servicer is required to cover a portion of the shortfall in interest collections that are attributable to prepayments, but only up to the amount required to be paid by the subservicer which is not paid by the subservicer and the amount of the master servicer’s aggregate servicing fee for the related calendar month. In addition, certain shortfalls in interest collections arising from the application of the Relief Act will not be covered by the subservicer or the master servicer.

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 subservicer, the master servicer or by payments pursuant to the related interest rate swap agreement, will be allocated, first, in reduction of amounts otherwise distributable to the holders of the Class C Certificates, and thereafter, to the monthly interest distributable amounts with respect to the offered 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 offered certificates will be entitled to reimbursement for any such interest shortfalls with interest thereon solely from the related net monthly excess cashflow in accordance with the payment provisions in this free writing prospectus. If these shortfalls are allocated to the offered certificates and are not reimbursed on any distribution date, the amount of interest paid to those certificates will be reduced, adversely affecting the yield on your investment.

Violation of Various Federal and State Laws May Result in Losses on the Mortgage Loans

Applicable state laws generally regulate interest rates and other charges, require specific disclosure, and require licensing of the sponsor. 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.

S-22

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

·the Federal Truth-in-Lending Act and Regulation Z promulgated thereunder, which require specific disclosures to the borrowers regarding the terms of the mortgage loans;

·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

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

Depending on the provisions of the applicable law and the specific facts and circumstances involved, violations of these federal or state laws, policies and principles may limit the ability of the trust to collect all or part of the principal of or interest on the mortgage loans, may entitle the borrower to a refund of amounts previously paid and, in addition, could subject the trust to damages and administrative enforcement. See “Legal Aspects of Mortgage Loans —Consumer Compliance Laws and Regulations” in the prospectus.

The sponsor will represent that as of the closing date, to the best of sponsor’s knowledge, each mortgage loan at the time it was originated complied in all material respects with applicable local, state and federal laws, including, without limitation, usury, equal credit opportunity, truth-in-lending and disclosure laws. The sponsor will also represent that each mortgage loan is being serviced in all material respects in accordance with applicable local, state and federal laws, including, without limitation, usury, equal credit opportunity and disclosure laws. In the event of a breach of this representation, it will be obligated to cure the breach or repurchase or replace the affected mortgage loan in the manner described in the prospectus.

There May Be Variations in the Mortgage Loans from the Sample Mortgage Loans

The sample mortgage loans include mortgage loans whose characteristics may vary from the specific characteristics reflected in the final pool of mortgage loans, although the extent of such variance is not expected to be material. Within 15 days of the closing date, tables will be filed on Form 8-K reflecting the mortgage loans.

The Ratings on the Offered Certificates Are Not a Recommendation to Buy, Sell or Hold the Offered Certificates and Are Subject to Withdrawal at Any Time, Which May Result in Losses on the Offered Certificates

It is a condition to the issuance of the offered certificates that each class of offered certificates be rated no lower than the ratings described on page S-4 of this free writing prospectus. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. No person is obligated to maintain the rating on any offered certificate, and, accordingly, there can be no assurance that the ratings assigned to any offered certificate on the date on which the offered certificates are initially issued will not be lowered or withdrawn by a rating agency at any time thereafter. In the event any rating is revised or withdrawn, the liquidity or the market value of the related offered certificates may be adversely affected. See “Ratings” in this free writing prospectus and in the prospectus.

S-23

The Recording of Mortgages in the Name of MERS May Affect the Yield on the Certificates.

The mortgages or assignments of mortgage for some of the mortgage loans have been or may be recorded in the name of Mortgage Electronic Registration Systems, Inc., or MERS, solely as nominee for the sponsor and its successors and assigns. Subsequent assignments of those mortgages are registered electronically through the MERS® System. However, if MERS discontinues the MERS® System and it becomes necessary to record an assignment of the mortgage to the trustee, then any related expenses shall be paid by the trust and will reduce the amount available to pay principal of and interest on the subordinate certificates.

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

For additional information regarding MERS and the MERS® System, see “Description of the Mortgage Pool—Sample Mortgage Loan Characteristics” and “Yield on the Certificates—Yield Sensitivity of the Offered Certificates” in this free writing prospectus.

The Interest Rate Swap Agreements and the Swap Provider

Any net swap payments payable to the supplemental interest trust by the swap provider under each interest rate swap agreement will be available as described in this free writing prospectus to cover certain related interest shortfalls, amounts necessary to maintain or restore the required level of related overcollateralization, related net WAC shortfall amounts and related realized losses as described in this free writing prospectus. However, no net swap payments will be payable by the swap provider unless the related floating amount owed by the swap provider on a distribution date exceeds the related fixed amount owed to the swap provider on such distribution date. This will not occur except in periods when one-month LIBOR (as determined pursuant to the related interest rate swap agreement) generally exceeds the applicable fixed rate described in this free writing prospectus. No assurance can be made that any amounts will be received under the related interest rate swap agreement, or that any such amounts that are received will be sufficient to cover related certain interest shortfalls, related net WAC shortfall amounts and related realized losses, and to maintain or restore related overcollateralization. Any net swap payment payable to the swap provider under the terms of the related interest rate swap agreement will reduce amounts available for distribution to related certificateholders, and may reduce the interest distributed to the related offered certificates. In addition, any swap termination payment payable to the swap provider in the event of early termination of an interest rate swap agreement (other than certain swap termination payments resulting from an event of default or certain termination events with respect to the swap provider, as described in this free writing prospectus) will reduce amounts available for distribution to the holders of the related certificates.

Upon early termination of an interest rate swap agreement, the supplemental interest trust or the swap provider may be liable to make a related swap termination payment to the other party (regardless of which party caused the termination). The swap termination payment will be computed in accordance with the procedures set forth in the related interest rate swap agreement. In the event that the supplemental interest trust is required under the related interest rate swap agreement to make a swap termination payment to the swap provider, the trust will be required to make a payment to the supplemental interest trust in the same amount, which payment will be paid on the related distribution date, and on any subsequent distribution dates until paid in full, prior to distributions to the holders of the related certificates (other than certain swap termination payments resulting from an event of default or certain termination events with respect to the swap provider as described in this free writing prospectus, which swap termination payments will be subordinated to distributions to the holders of the related offered certificates). This feature may result in losses on the certificates. Due to the priority of the applications of the available funds, the related subordinate certificates will bear the effects of any shortfalls resulting from a net swap payment or swap termination payment by the trust to the supplemental interest trust for payment to the swap provider before such effects are borne by the related Class A Certificates, and one or more classes of related subordinate certificates may suffer a loss as a result of such payment. Investors should note that the trust will make a net swap payment to the supplemental interest trust for payment to the swap provider until one-month LIBOR equals or exceeds the applicable related fixed rate described in this free writing prospectus.

S-24

Net swap payments payable to the supplemental interest trust by the swap provider under an interest rate swap agreement will be used to cover certain related interest shortfalls, related net WAC shortfall amounts and related realized losses and to maintain or restore related overcollateralization as described in this free writing prospectus. However, if the swap provider defaults on its obligations under the related interest rate swap agreement, then there may be insufficient funds to cover such amounts, and the amount of related net monthly excess cashflow may be reduced. To the extent that distributions on the offered certificates (other than the Class 1-A-1-1 Certificates and Class 1-A-1-2 Certificates) depend in part on payments to be received by the trust from amounts paid to the supplemental interest trust under the related interest rate swap agreement, the ability of the trustee to make such distributions on such certificates will be subject to the credit risk of the swap provider.

S-25

THE MORTGAGE POOL

General

References to percentages of the mortgage loans unless otherwise noted are calculated based on the aggregate principal balance of the sample mortgage loans as of the Statistical Pool Calculation Date. The collateral information provided in this free writing prospectus is subject to a 5% variance.

The mortgage pool will consist of two groups of mortgage loans, referred to in this free writing prospectus as Loan Group 1 and Loan Group 2, and also designated as the Group 1 Loans and the Group 2 Loans, respectively. The sample mortgage loans in Loan Group 1 will be divided into two mortgage loan groups, Loan Group 1-A-1 and Loan Group 1-A-2. The sample mortgage loans in Loan Group 1-A-1 are one- to four-family, fixed-rate residential mortgage loans secured by first liens on the related mortgaged property with mortgage loan balances at origination that may or may not conform to Fannie Mae or Freddie Mac loan limits. The sample mortgage loans in Loan Group 1-A-2 are one- to four-family, fixed-rate and adjustable-rate residential mortgage loans secured by first and second liens on the related mortgaged property with mortgage loan balances at origination that may or may not conform to Fannie Mae or Freddie Mac loan limits. The Group 2 Loans are adjustable-rate, multifamily mortgage loans secured by first liens on mortgaged properties. The mortgage loans will have original terms to maturity of not greater than 30 years.

The Sponsor will convey the mortgage loans to the Depositor on the Closing Date pursuant to the Mortgage Loan Purchase Agreement and the Depositor will convey the mortgage loans to the trust on the Closing Date pursuant to the Agreement. The Sponsor will make certain representations and warranties with respect to the mortgage loans in the Mortgage Loan Purchase Agreement. These representations and warranties will be assigned by the Depositor to the Trustee for the benefit of the certificateholders. As more particularly described in the prospectus, the Sponsor will have certain repurchase or substitution obligations in connection with a breach of any such representation or warranty, as well as in connection with an omission or defect in respect of certain constituent documents required to be delivered with respect to the mortgage loans, if such breach, omission or defect cannot be cured and it materially and adversely affects the interests of the certificateholders. In the event the Sponsor fails to repurchase a mortgage loan, Impac Holdings will be required to do so. See “The Mortgage Pools—Representations by Sellers” in the prospectus.

The mortgage loans will have been originated or acquired by the Sponsor in accordance with the underwriting criteria described in this free writing prospectus. See “—Underwriting Criteria” below.

Substantially all of the Group 1 Loans will initially be subserviced by Countrywide Home Loans Servicing LP. After the servicing transfer date, which will occur on or about June 1, 2006, approximately 91% of the Group 1 Loans will be subserviced by GMAC Mortgage Corporation. All of the Group 2 Loans will be subserviced by Midland Loan Services, Inc. See “Pooling and Servicing Agreement—The Subservicers” in this free writing prospectus.

All of the mortgage loans have scheduled monthly payments due on the Due Date. Each mortgage loan will contain a customary “due-on-sale” clause.

Mortgage Rate Adjustment

The mortgage rate on the sample adjustable-rate mortgage loans will generally adjust semi-annually commencing after an initial period after origination of one month, six months, one year, two years, three years, five years, seven years or ten years, as applicable, in each case on each applicable adjustment date to a rate equal to the sum, generally rounded to the nearest one-eighth of one percentage point (12.5 basis points), of (i) the related index and (ii) the gross margin. In addition, the mortgage rate on each adjustable-rate mortgage loan is subject on its first adjustment date following its origination to an initial rate cap and on each adjustment date thereafter to a periodic rate cap. All of the adjustable-rate mortgage loans are also subject to maximum and minimum lifetime mortgage rates. The adjustable-rate mortgage loans were generally originated with an initial mortgage rate below the sum of the index at origination and the gross margin. Due to the application of the initial rate caps, periodic rate caps, maximum mortgage rates and minimum mortgage rates, the mortgage rate on any adjustable-rate mortgage loan, as adjusted on any related adjustment date, may not equal the sum of the index and the gross margin.

S-26

The mortgage rate on a substantial majority of the sample adjustable-rate mortgage loans adjusts based on an index equal to Six-Month LIBOR. In the event that the related index is no longer available, an index that is based on comparable information will be selected by the Master Servicer, to the extent that it is permissible under the terms of the related mortgage and mortgage note.

Substantially all of the sample adjustable-rate mortgage loans will not have reached their first adjustment date as of the Closing Date. The initial mortgage rate is generally lower than the rate that would have been produced if the applicable gross margin had been added to the index in effect at origination.

Indices on the Mortgage Loans

The index applicable to the determination of the mortgage rate on approximately 47.45% and 94.26% (in each case, by aggregate outstanding principal balance of the related sample mortgage loans as of the Statistical Pool Calculation Date) of the sample Group 1 Loans and sample Group 2 Loans, respectively, is the average of the interbank offered rates for six-month United States dollar deposits in the London market as published by Fannie Mae or The Wall Street Journal and, in most cases, as most recently available as of the first business day of the month preceding such adjustment date, or Six-Month LIBOR.

The table below sets forth historical average rates of Six-Month LIBOR for the months indicated as made available from Fannie Mae. The rates are determined from information that is available as of 11:00 a.m. (London time) on the second to last business day of each month. Such average rates may fluctuate significantly from month to month as well as over longer periods and may not increase or decrease in a constant pattern from period to period. There can be no assurance that levels of Six-Month LIBOR published by Fannie Mae, or published on a different reference date would have been at the same levels as those set forth below. The following does not purport to be representative of future levels of Six-Month LIBOR (as published by Fannie Mae). No assurance can be given as to the level of Six-Month LIBOR on any adjustment date or during the life of any adjustable-rate mortgage loan based on Six-Month LIBOR.

S-27

Six-Month LIBOR

Month	1998			1999			2000			2001			2002			2003			2004			2005			2006
January		5.75	%		5.04	%		6.23	%		5.36	%		1.99	%		1.35	%		1.21	%		2.96	%		4.81	%
February		5.78			5.17			6.32			4.96			2.06			1.34			1.10			3.15			4.99
March		5.80			5.08			6.53			4.71			2.33			1.26			1.09			3.39
April		5.87			5.08			6.61			4.23			2.10			1.29			1.10			3.42
May		5.81			5.19			7.06			3.91			2.09			1.22			1.11			3.54
June		5.87			5.62			7.01			3.83			1.95			1.12			1.36			3.71
July		5.82			5.65			6.88			3.70			1.86			1.15			1.99			3.92
August		5.69			5.90			6.83			3.48			1.82			1.21			1.99			4.06
September		5.36			5.96			6.76			2.53			1.75			1.18			2.17			4.22
October		5.13			6.13			6.72			2.17			1.62			1.22			2.30			4.45
November		5.28			6.04			6.68			2.10			1.47			1.25			2.62			4.58
December		5.17			6.13			6.20			1.98			1.38			1.22			2.78			4.69

The index applicable to the determination of the mortgage rate on approximately 3.52% (by aggregate outstanding principal balance of the related sample mortgage loans as of the Statistical Pool Calculation Date) of the sample mortgage loans in Loan Group 1 is the average of the interbank offered rates for one-year United States dollar deposits in the London market as published by Fannie Mae or The Wall Street Journal and, in most cases, as most recently available as of the first business day of the month preceding such adjustment date, or One-Year LIBOR.

The index applicable to the determination of the mortgage rate on approximately 0.02% (by aggregate outstanding principal balance of the related sample mortgage loans as of the Statistical Pool Calculation Date) of the sample mortgage loans in Loan Group 1 will be based on One-Month LIBOR. One-Month LIBOR will be a per annum rate equal to the average of interbank offered rates for one-month U.S. dollar-denominated deposits in the London market based on quotations of major banks as published in The Wall Street Journal and are most recently available as of the time specified in the related mortgage note.

Prepayment Charges

Approximately 79.40% of the sample mortgage loans in Loan Group 1, in the aggregate, 82.91% of the sample mortgage loans in Loan Group 1-A-1, 78.45% of the sample mortgage loans in Loan Group 1-A-2 and all of the sample mortgage loans in Loan Group 2 provide for payment by the mortgagor of a prepayment charge in limited circumstances on prepayments. Generally, these mortgage loans provide for payment of a prepayment charge on partial or full prepayments made within one year to five years or other period as provided in the related mortgage note from the date of origination of the mortgage loan. The amount of the prepayment charge is as provided in the related mortgage note, and the prepayment charge will generally apply if, in any period during the first year, five years or other period as provided in the related mortgage note from the date of origination of the mortgage loan, the mortgagor prepays an aggregate amount exceeding 20% of the original principal balance of the mortgage loan. The amount of the prepayment charge will generally be equal to 6 months’ interest calculated on the basis of the mortgage rate in effect at the time of the prepayment on the amount prepaid in excess of 20% of the original principal balance of the mortgage loan. The holders of the Class P-R Certificates will be entitled to all prepayment charges received on the Group 1 Loans, and these amounts will not be available for distribution on the other classes of certificates. The holders of the Class P-M Certificates will be entitled to all prepayment charges received on the Group 2 Loans, and these amounts will not be available for distribution on the other classes of certificates. The Master Servicer may waive the collection of any otherwise applicable prepayment charge or reduce the amount thereof actually collected, but only if the Master Servicer does so in compliance with the prepayment charge waiver standards set forth in the Agreement. If the Master Servicer waives any prepayment charge other than in accordance with the standards set forth in the Agreement, the Master Servicer will be required to pay the amount of the waived prepayment charge. There can be no assurance that the prepayment charges will have any effect on the prepayment performance of the mortgage loans.

S-28

Primary Mortgage Insurance

Approximately 8.01% of the sample Group 1 Loans, in the aggregate, 8.03% of the sample Group 1-A-1 Loans and 8.01% of the sample Group 1-A-2 Loans with a loan-to-value ratio at origination in excess of 80.00% will be insured by one of the following: (1) a Primary Insurance Policy issued by a private mortgage insurer (other than a PMI Insurer Policy), or (2) the PMI Insurer Policy.

Each Primary Insurance Policy will insure against default under each insured mortgage note as follows: (A) for which the outstanding principal balance at origination of such mortgage loan is greater than or equal to 80.01% and up to and including 90.00% of the lesser of the Appraised Value and the sale price, such mortgage loan is covered in an amount equal to at least 12.00% of the Allowable Claim and (B) for which the outstanding principal balance at origination of such mortgage loan exceeded 90.00% of the lesser of the Appraised Value and the sale price, such mortgage loan is covered in an amount equal to at least 20.00% of the Allowable Claim.

See “Primary Mortgage Insurance, Hazard Insurance; Claims Thereunder — Hazard Insurance Policies” in the prospectus.

The PMI Insurer

Radian Guaranty Inc.

Radian Guaranty Inc., a Pennsylvania corporation with its principal offices in Philadelphia, Pennsylvania, is a private mortgage insurance company and a wholly-owned subsidiary of Radian Group Inc., an insurance holding company listed on the New York Stock Exchange. Radian is licensed in all 50 states and in the District of Columbia to offer such insurance and is approved as a private mortgage insurer by Fannie Mae and Freddie Mac. Radian’s financial strength is rated “AA” by S&P and Fitch Ratings and “Aa3” by Moody’s. Radian’s financial strength currently is not rated by any other rating agency. Each financial strength rating of Radian should be evaluated independently. The ratings reflect the respective rating agencies’ current assessments of the creditworthiness of Radian and its ability to pay claims on its policies of insurance. Any further explanation as to the significance of the above ratings may be obtained only from the applicable rating agency. The above ratings are not recommendations to buy, sell or hold any class of Offered Certificates, and such ratings are subject to revision, qualification or withdrawal at any time by the applicable rating agencies. Any downward revision, qualification or withdrawal of any of the above ratings may have an adverse effect on the market prices of the Offered Certificates. Radian does not guaranty the market prices of the Offered Certificates nor does it guaranty that its financial strength ratings will not be revised, qualified or withdrawn.

Copies of Radian’s quarterly and annual statutory financial statements, which are based on accounting principles that differ in significant respects from generally accepted accounting principles, are available upon request to Radian at Radian Guaranty Inc., 1601 Market Street, Philadelphia, Pennsylvania 19103. Radian’s telephone number is (215) 231-1000.

The PMI Policy

Approximately 8.01% of the sample Group 1 Loans, in the aggregate, 8.03% of the sample Group 1-A-1 Loans and 8.01% of the sample Group 1-A-2 Loans by aggregate outstanding principal balance of the sample mortgage loans in Loan Group 1, Loan Group 1-A-1 and Loan Group 1-A-2, respectively, as of the Statistical Pool Calculation Date, are insured by the PMI Insurer pursuant to the PMI Insurer Policy. The mortgage loans covered by the PMI Insurer Policy are referred to as the PMI Mortgage Loans. The insured percentage of the claim varies on a loan-by-loan basis based upon the original loan-to-value ratio of the related mortgage loan.

S-29

The PMI Insurer Policy will only cover those mortgage loans which meet certain underwriting criteria as determined by the PMI Insurer. The PMI Insurer Policy will be required to remain in force with respect to each PMI Mortgage Loan until (i) the principal balance of the PMI Mortgage Loan is paid in full or liquidated, (ii) upon written notice of cancellation of the PMI Insurer Policy from the insured to the PMI Insurer, (iii) upon written notice of cancellation of the PMI Insurer Policy from the PMI Insurer to the insured or (iv) any event specified in the PMI Insurer Policy occurs that allows for the termination of that PMI Insurer Policy by the PMI Insurer.

The PMI Insurer Policy generally will require that delinquencies on any PMI Mortgage Loan must be reported to the PMI Insurer within fifteen (15) days after such loan is three (3) months in default, and appropriate proceedings to obtain title to the property securing such PMI Mortgage Loan must be commenced within six months of default. The PMI Policy under which the PMI Mortgage Loans are insured will contain provisions substantially as follows: (i) a claim generally includes unpaid principal, accrued interest to the date such claim is presented by the insured, and certain advances and expenses as set forth in the PMI Insurer Policy; (ii) when a claim is presented the PMI Insurer will have the option of either (A) paying the claim in full, taking title to the property securing the PMI Mortgage Loan, and arranging for its sale or (B) paying the insured percentage of the claim with the insured retaining title to the property securing the PMI Mortgage Loan; and (iii) a claim generally must be paid within 60 days after the claim is filed by the insured.

Unless approved in writing by the PMI Insurer, the insured under the PMI Insurer Policy will not be permitted to make any change in the terms of a PMI Mortgage Loan, including the borrowed amount, mortgage rate, term or amortization schedule of the PMI Mortgage Loan, except as specifically permitted by the terms of the related PMI Mortgage Loan; nor make any change in the property or other collateral securing the PMI Mortgage Loan; nor release any mortgagor under the PMI Mortgage Loan from liability. If a PMI Mortgage Loan is assumed with the insured’s approval, the PMI Insurer’s liability for coverage of the PMI Mortgage Loan under the related PMI Insurer Policy generally will terminate as of the date of such assumption, unless the applicable PMI Insurer approves the assumption in writing.

The PMI Insurer Policy specifically excludes coverage of: (i) any claim resulting from a default existing at the inception of coverage or occurring after lapse or cancellation of coverage; and (ii) certain claims involving or arising out of any breach by the insured of its obligations under, or its failure to comply with the terms of, the PMI Insurer Policy or of its obligations as imposed by operation of law and (iii) certain other claims as set forth in the PMI Insurer Policy.

In issuing the PMI Insurer Policy, the PMI Insurer will rely upon certain information and data regarding the PMI Mortgage Loans furnished to the PMI Insurer by the originator. The PMI Policy will not insure against a loss sustained by reason of a default arising from or involving certain matters, including (i) any loss arising in connection with the failure of the borrower to make any payment of principal and interest due under a loan which payment arises because the insured exercised its right to call or accelerate such loan or because the term of such loan is shorter than the amortization period, and which payment is for an amount more than twice the regular periodic payments of principal and interest, (ii) any loss from a loan where a delinquency exists at the effective date of the certificate of insurance, as defined in the PMI Insurer Policy, (iii) misrepresentation or fraud in obtaining such PMI Insurer Policy or negligence in origination or servicing of the PMI Mortgage Loans, including, but not limited to, misrepresentation by the lender or certain other persons involved in the origination of the PMI Mortgage Loan or the application for insurance, or (iv) failure to construct a property securing a PMI Mortgage Loan in accordance with specified plans. In addition, the PMI Insurer Policy will not cover the costs or expenses related to the repair of physical damage to a property securing a PMI Mortgage Loan.

S-30

The preceding description of the PMI Policy is only a brief outline and does not purport to summarize or describe all of the provisions, terms and conditions of the PMI Insurer Policy. For a more complete description of these provisions, terms and conditions, reference is made to the PMI Insurer Policy, copies of which are available upon request from the Trustee.

Sample Mortgage Loan Characteristics

The statistical information included in this free writing prospectus with respect to the mortgage loans is based on a pool of 2,882 sample mortgage loans, 2,607 of which are in Loan Group 1, of which 546 are in Loan Group 1-A-1 and 2,061 are in Loan Group 1-A-2, and 275 of which are in Loan Group 2. References to percentages of the sample mortgage loans unless otherwise noted are calculated based on the aggregate principal balance of the sample mortgage loans as of the Statistical Pool Calculation Date.

The original mortgages for some of the mortgage loans have been, or in the future may be, at the sole discretion of the Master Servicer, recorded in the name of Mortgage Electronic Registration Systems, Inc., or MERS, solely as nominee for the Sponsor and its successors and assigns, and subsequent assignments of those mortgages have been, or in the future may be, at the sole discretion of the Master Servicer, registered electronically through the MERS® System. In some other cases, the original mortgage was recorded in the name of the originator of the mortgage loan, record ownership was later assigned to MERS, solely as nominee for the owner of the mortgage loan, and subsequent assignments of the mortgage were, or in the future may be, at the sole discretion of the Master Servicer, registered electronically through the MERS® System. For each of these mortgage loans, MERS serves as mortgagee of record on the mortgage solely as a nominee in an administrative capacity on behalf of the trustee, and does not have any interest in the mortgage loan. Some of the sample Group 1 Loans and sample Group 2 Loans were recorded in the name of MERS. For additional information regarding the recording of mortgages in the name of MERS see “Yield on the Certificates—Yield Sensitivity of the Offered Certificates” in this free writing prospectus.

Loan Group 1

The sample Group 1 Loans had an aggregate principal balance as of the Statistical Pool Calculation Date of approximately $659,600,097, after application of scheduled payments due on or before the Statistical Pool Calculation Date, whether or not received. Approximately 46.30% of the sample Group 1 Loans have fixed rates and are secured by first liens on the related mortgaged property. Approximately 51.22% of the sample Group 1 Loans have adjustable rates and are secured by first liens on the related mortgaged property. Approximately 2.48% of the sample Group 1 Loans have fixed rates and are secured by second liens on the related mortgaged property.

The average principal balance of the sample Group 1 Loans at origination was approximately $254,330. No sample Group 1 Loan had a principal balance at origination of greater than approximately $1,999,950 or less than approximately $16,350. The average principal balance of the sample Group 1 Loans as of the Statistical Pool Calculation Date was approximately $253,011. No sample Group 1 Loan had a principal balance as of the Statistical Pool Calculation Date of greater than approximately $1,999,950 or less than approximately $16,333.

As of the Statistical Pool Calculation Date, the sample Group 1 Loans had mortgage rates ranging from approximately 4.875% per annum to approximately 14.875% per annum and the weighted average mortgage rate was approximately 7.482% per annum. The weighted average remaining term to stated maturity of the sample Group 1 Loans was approximately 347 months as of the Statistical Pool Calculation Date. None of the sample Group 1 Loans will have a first Due Date prior to February 1, 2002, or after June 1, 2006, or will have a remaining term to maturity of less than 135 months or greater than 360 months as of the Statistical Pool Calculation Date. The latest maturity date of any sample Group 1 Loan is May 1, 2036.

S-31

Approximately 0.04%, 51.38% and 16.22% of the sample Group 1 Loans have initial interest only periods of two, five and ten years, respectively.

The loan-to-value ratio of a sample mortgage loan secured by a first lien is equal to the ratio, expressed as a percentage, of the principal amount of the loan at origination, to the lesser of the appraised value of the related mortgaged property at the time of origination and the sales price. The combined loan-to-value ratio of a sample mortgage loan secured by a second lien is equal to the ratio, expressed as a percentage, of the principal amount of the loan at origination, plus the outstanding principal balance of the related senior lien, to the appraised value of the related mortgaged property at the time of origination. At origination, the weighted average of the loan-to-value ratios and combined loan-to-value ratios, as applicable, of the sample Group 1 Loans was approximately 76.38%. At origination, no loan-to-value ratio or combined loan-to-value ratio, as applicable, of any sample Group 1 Loan was greater than approximately 100.00% or less than approximately 8.45%.

Approximately 212 of the sample Group 1 Loans, in the aggregate, representing approximately 3.18% of the sample mortgage pool (by aggregate outstanding principal balance as of the Statistical Pool Calculation Date) are balloon loans. The amount of the balloon payment on each of these mortgage loans is substantially in excess of the amount of the scheduled monthly payment on such mortgage loan for the period prior to the Due Date of the balloon payment. These sample Group 1 Loans have a weighted average remaining term to stated maturity of approximately 347 months.

None of the sample Group 1 Loans are buydown mortgage loans.

None of the Group 1 Loans will be subject to the Home Ownership and Equity Protection Act of 1994 or any comparable state law.

Substantially all of the sample Group 1 Loans will not have reached their first adjustment date as of the Closing Date.

Approximately 79.40% of the sample Group 1 Loans provide for prepayment charges.

With respect to substantially all of the Group 1 Loans, the minimum mortgage rate is equal to the gross margin.

As of the Closing Date, no loan-to-value ratio or combined loan-to-value ratio, as applicable, of any Group 1 Loan will be greater than 100.00%.

Set forth below is a description of certain additional characteristics of the sample Group 1 Loans as of the Statistical Pool Calculation Date, except as otherwise indicated. All percentages of the sample Group 1 Loans are approximate percentages by aggregate principal balance as of the Statistical Pool Calculation Date, except as otherwise indicated. Dollar amounts and percentages may not add up to totals due to rounding.

S-32

Mortgage Loan Programs(1)

Loan Programs	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
15Y Fixed Balloon	$	8,993,614.57		131		1.36	%	$	68,653.55		10.612	%		174		683		94.92	%
20Y Fixed Balloon		67,906.09		1		0.01			67,906.09		12.250			235		664		100.00
30Y Fixed Balloon		2,863,892.44		11		0.43			260,353.86		7.763			360		679		77.26
15Y Fixed Balloon - IO		6,010,877.58		59		0.91			101,879.28		11.125			176		690		95.67
30Y Fixed		130,465,207.18		648		19.78			201,335.20		7.519			340		685		73.87
30Y Fixed - IO		173,371,798.58		558		26.28			310,702.15		7.553			358		689		75.04
30Y LIB12M		932,170.33		5		0.14			186,434.07		7.889			359		674		76.59
30Y LIB12M - IO		21,827,606.00		58		3.31			376,338.03		7.045			359		690		75.45
30Y LIB1M		148,000.00		1		0.02			148,000.00		8.750			360		635		80.00
2/28 LIB6M		20,078,773.69		122		3.04			164,580.11		7.747			349		665		79.22
2/28 LIB6M - Balloon.		1,269,600.00		4		0.19			317,400.00		7.967			360		691		80.00
2/28 LIB6M - IO		49,951,538.79		186		7.57			268,556.66		7.527			357		676		78.87
3/27 LIB6M		4,862,531.90		20		0.74			243,126.60		7.703			354		706		77.66
3/27 LIB6M - Balloon		226,400.00		1		0.03			226,400.00		8.875			360		608		74.97
3/27 LIB6M - IO		24,588,038.96		74		3.73			332,270.80		7.303			358		686		77.87
5/25 LIB12M		155,268.65		1		0.02			155,268.65		5.875			319		765		95.00
5/25 LIB12M - IO		220,000.00		1		0.03			220,000.00		6.750			359		719		57.90
5/25 LIB6M		15,833,720.10		66		2.40			239,904.85		7.737			359		673		74.76
5/25 LIB6M - Balloon		1,551,713.30		5		0.24			310,342.66		7.201			358		721		79.45
5/25 LIB6M - IO		112,469,675.87		347		17.05			324,120.10		7.238			359		696		76.46
30Y LIB6M		23,331,629.54		97		3.54			240,532.26		6.927			322		691		76.69
30Y LIB6M - IO		42,516,313.09		159		6.45			267,398.20		7.088			332		709		78.37
7/23 LIB12M		78,195.56		1		0.01			78,195.56		6.000			319		706		80.00
7/23 LIB6M		1,069,693.82		4		0.16			267,423.46		7.389			355		694		75.35
7/23 LIB6M - IO		15,203,425.00		38		2.30			400,090.13		6.938			360		697		75.05
5/25 CMT1Y		916,653.60		7		0.14			130,950.51		6.097			319		733		83.13
7/23 CMT1Y		595,852.21		2		0.09			297,926.11		6.404			319		715		75.54
TOTAL	$	659,600,096.85		2,607		100.00	%	$	253,011.16		7.482	%		347		689		76.38	%

____________

(1) A mortgage loan with a loan program of “15Y Fixed Balloon”, “20Y Fixed Balloon” or “30Y Fixed Balloon” has an amortization term of 15, 20 or 30 years, respectively, has a mortgage rate that is fixed for the entire term and requires a balloon payment in year 15, 20 or 30, respectively. A mortgage loan with a loan program including the term “30Y LIB 12M” has a term of 30 years and the mortgage rate adjusts annually based on the value of One-Year LIBOR. A mortgage loan with a loan program including the term “30Y LIB 1M” has a term of 30 years and the mortgage rate adjusts monthly based on the value of One-Month LIBOR. A mortgage loan with a loan program including the term “2/28 LIB 6M” has a term of 30 years, the first two of which consist of a fixed rate period, and thereafter the mortgage rate adjusts semi-annually based on the value of Six-Month LIBOR. A mortgage loan with a loan program including the term “2/28 LIB 6M - Balloon” has a term of 30 years and amortizes over a 40 years term, the first two of which consist of a fixed rate period, and thereafter the mortgage rate adjusts semi-annually based on the value of Six-Month LIBOR. A mortgage loan with a loan program including the term “3/27 LIB 6M” has a term of 30 years, the first three of which consist of a fixed rate period, and thereafter the mortgage rate adjusts semi-annually based on the value of Six-Month LIBOR. A mortgage loan with a loan program including the term “3/27 LIB 6M - Balloon” has a term of 30 years and amortizes over a 40 year term, the first three of which consist of a fixed rate period, and thereafter the mortgage rate adjusts semi-annually based on the value of Six-Month LIBOR. A mortgage loan with a loan program including the term “5/25 LIB 12M” has a term of 30 years, the first five of which consist of a fixed rate period, and thereafter the mortgage rate adjusts annually based on the value of One-Year LIBOR. A mortgage loan with a loan program including the term “5/25 LIB 6M” has a term of 30 years, the first five of which consist of a fixed rate period, and thereafter the mortgage rate adjusts semi-annually based on the value of Six-Month LIBOR. A mortgage loan with a loan program including the term “5/25 LIB 6M - Balloon” has a term of 30 years and amortizes over a 40 year term, the first five of which consist of a fixed rate period, and thereafter adjusts semi-annually based on the value of Six-Month LIBOR. A mortgage loan with a loan program including the term “30Y LIB 6M” has a term of 30 years, and the mortgage rate adjusts semi-annually based on the value of Six-Month LIBOR. A mortgage loan with a loan program including the term “7/23 LIB 12M” has a term of 30 years, the first seven of which consist of a fixed rate period, and thereafter the mortgage rate adjusts annually based on the value of One-Year LIBOR. A mortgage loan with a loan program including the term “7/23 LIB 6M” has a term of 30 years, the first seven of which consist of a fixed rate period, and thereafter the mortgage rate adjusts semi-annually based on the value of Six-Month LIBOR. A mortgage loan with a loan program including the term “5/25 CMT1Y” has a term of 30 years, the first five of which consist of a fixed rate period, and thereafter the mortgage rate adjusts annually based on the value of One-Year CMT. A mortgage loan with a loan program including the term “7/23 CMT1Y” has a term of 30 years, the first seven of which consist of a fixed rate period, and thereafter the mortgage rate adjusts annually based on the value of One-Year CMT. Any mortgage loan with a loan program including the term “IO” has an interest only period. A mortgage loan with a loan program of “15Y Fixed”, “20Y Fixed” or “30Y Fixed” is a fixed-rate loan with a term of 15, 20 or 30 years, respectively.

S-33

Principal Balances as of Origination

Range of Mortgage Loan Principal Balances	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
0.00 - 250,000.00	$	230,375,171.60		1,607		34.93	%	$	143,357.29		7.732	%		335		688		77.54	%
250,000.01 - 300,000.00		67,534,470.49		247		10.24			273,418.91		7.495			351		686		76.39
300,000.01 - 350,000.00		60,442,286.75		188		9.16			321,501.53		7.352			352		695		77.90
350,000.01 - 400,000.00		54,783,929.71		148		8.31			370,161.69		7.350			347		691		76.60
400,000.01 - 450,000.00		42,876,081.46		101		6.50			424,515.66		7.221			355		693		76.98
450,000.01 - 500,000.00		33,819,272.41		72		5.13			469,712.12		7.281			352		693		76.57
500,000.01 - 550,000.00		26,538,674.03		51		4.02			520,366.16		7.308			355		686		77.20
550,000.01 - 600,000.00		38,352,001.43		67		5.81			572,417.93		7.302			357		690		78.13
600,000.01 - 650,000.00		23,983,192.57		38		3.64			631,136.65		7.405			355		692		74.27
650,000.01 - 700,000.00		6,077,540.62		9		0.92			675,282.29		7.335			359		676		74.48
700,000.01 - 750,000.00		24,855,051.90		34		3.77			731,030.94		7.641			358		680		74.60
750,000.01 - 800,000.00		3,801,899.91		5		0.58			760,379.98		6.702			343		683		67.17
800,000.01 - 850,000.00		4,155,000.00		5		0.63			831,000.00		7.323			359		708		76.01
850,000.01 - 900,000.00		900,000.00		1		0.14			900,000.00		7.750			360		652		64.29
900,000.01 - 950,000.00		2,817,500.00		3		0.43			939,166.67		6.924			359		728		68.66
950,000.01 - 1,000,000.00		9,878,073.97		10		1.50			987,807.40		7.151			355		697		66.55
1,000,000.01 - 1,050,000.00		1,032,500.00		1		0.16			1,032,500.00		6.500			356		669		70.00
1,050,000.01 - 1,150,000.00		3,289,250.00		3		0.50			1,096,416.67		7.586			360		666		55.29
1,150,000.01 - 1,200,000.00		3,546,500.00		3		0.54			1,182,166.67		7.187			359		635		72.51
1,200,000.01 - 1,300,000.00		2,500,000.00		2		0.38			1,250,000.00		7.120			360		692		72.55
1,300,000.01 - 1,400,000.00		8,046,750.00		6		1.22			1,341,125.00		7.719			360		683		72.48
1,400,000.01 - 1,450,000.00		1,435,000.00		1		0.22			1,435,000.00		7.125			359		640		70.00
1,450,000.01 - 1,750,000.00		4,600,000.00		3		0.70			1,533,333.33		7.191			359		680		66.74
1,800,000.01 or greater		3,959,950.00		2		0.60			1,979,975.00		6.433			359		749		67.23
TOTAL	$	659,600,096.85		2,607		100.00	%	$	253,011.16		7.482	%		347		689		76.38	%

As of origination, the average principal balance of the sample Group 1 Loans was approximately $254,330.

S-34

Principal Balances as of the Statistical Pool Calculation Date

Range of Mortgage Loan Principal Balances	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
0.01 - 250,000.00	$	230,657,608.66		1,612		34.97	%	$	143,087.85		7.735	%		335		688		77.56	%
250,000.01 - 300,000.00		68,874,372.04		250		10.44			275,497.49		7.481			350		687		76.29
300,000.01 - 350,000.00		59,818,760.67		185		9.07			323,344.65		7.347			351		696		77.88
350,000.01 - 400,000.00		54,094,260.06		145		8.20			373,063.86		7.369			349		690		76.53
400,000.01 - 450,000.00		43,040,212.97		101		6.53			426,140.72		7.199			355		695		76.64
450,000.01 - 500,000.00		33,754,926.19		71		5.12			475,421.50		7.287			350		689		76.92
500,000.01 - 550,000.00		26,634,637.33		51		4.04			522,247.79		7.269			355		689		77.43
550,000.01 - 600,000.00		37,847,109.96		66		5.74			573,441.06		7.329			358		688		78.25
600,000.01 - 650,000.00		23,983,192.57		38		3.64			631,136.65		7.405			355		692		74.27
650,000.01 - 700,000.00		6,077,540.62		9		0.92			675,282.29		7.335			359		676		74.48
700,000.01 - 750,000.00		25,566,035.98		35		3.88			730,458.17		7.606			357		678		74.43
750,000.01 - 800,000.00		3,090,915.83		4		0.47			772,728.96		6.778			349		695		66.83
800,000.01 - 850,000.00		4,155,000.00		5		0.63			831,000.00		7.323			359		708		76.01
850,000.01 - 900,000.00		900,000.00		1		0.14			900,000.00		7.750			360		652		64.29
900,000.01 - 950,000.00		3,766,073.97		4		0.57			941,518.49		6.911			349		709		70.74
950,000.01 - 1,000,000.00		8,929,500.00		9		1.35			992,166.67		7.181			359		702		65.45
1,000,000.01 - 1,050,000.00		1,032,500.00		1		0.16			1,032,500.00		6.500			356		669		70.00
1,050,000.01 - 1,150,000.00		3,289,250.00		3		0.50			1,096,416.67		7.586			360		666		55.29
1,150,000.01 - 1,200,000.00		3,546,500.00		3		0.54			1,182,166.67		7.187			359		635		72.51
1,200,000.01 - 1,300,000.00		2,500,000.00		2		0.38			1,250,000.00		7.120			360		692		72.55
1,300,000.01 - 1,400,000.00		8,046,750.00		6		1.22			1,341,125.00		7.719			360		683		72.48
1,400,000.01 - 1,450,000.00		1,435,000.00		1		0.22			1,435,000.00		7.125			359		640		70.00
1,450,000.01 - 1,750,000.00		4,600,000.00		3		0.70			1,533,333.33		7.191			359		680		66.74
1,800,000.01 or greater		3,959,950.00		2		0.60			1,979,975.00		6.433			359		749		67.23
TOTAL	$	659,600,096.85		2,607		100.00	%	$	253,011.16		7.482	%		347		689		76.38	%

As of the Statistical Pool Calculation Date, the average current principal balance of the sample Group 1 Loans was approximately $253,011.

S-35

MortgageRates

Range of Mortgage Rates (%)	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
4.500 - 4.999	$	999,264.90		3		0.15	%	$	333,088.30		4.875	%		320		765		63.80	%
5.000 - 5.499		2,038,906.05		7		0.31			291,272.29		5.331			323		741		69.50
5.500 - 5.999		6,697,627.75		29		1.02			230,952.68		5.762			330		708		72.94
6.000 - 6.499		40,565,156.44		148		6.15			274,088.89		6.249			344		710		72.62
6.500 - 6.999		153,672,917.61		498		23.30			308,580.16		6.745			348		703		72.98
7.000 - 7.499		146,874,216.68		534		22.27			275,045.35		7.196			352		691		76.41
7.500 - 7.999		174,070,568.93		669		26.39			260,195.17		7.687			356		683		76.66
8.000 - 8.499		67,855,413.37		270		10.29			251,316.35		8.175			353		675		78.13
8.500 - 8.999		30,720,849.88		141		4.66			217,878.37		8.660			348		661		79.97
9.000 - 9.499		10,626,498.75		63		1.61			168,674.58		9.144			322		660		83.10
9.500 - 9.999		8,428,129.08		55		1.28			153,238.71		9.687			308		662		84.76
10.000 - 10.499		2,056,893.86		26		0.31			79,111.30		10.156			272		665		89.04
10.500 - 10.999		4,020,840.95		47		0.61			85,549.81		10.659			260		674		91.98
11.000 - 11.499		2,079,125.93		17		0.32			122,301.53		11.242			214		681		96.73
11.500 - 11.999		3,267,987.44		28		0.50			116,713.84		11.713			247		655		93.76
12.000 - 12.499		2,717,317.40		29		0.41			93,700.60		12.130			195		686		97.71
12.500 - 12.999		1,114,250.44		17		0.17			65,544.14		12.630			203		677		96.87
13.000 - 13.499		1,419,250.41		16		0.22			88,703.15		13.215			282		661		93.11
13.500 - 13.999		282,334.88		8		0.04			35,291.86		13.669			175		647		95.31
14.000 - 14.499		26,575.91		1		0.00			26,575.91		14.125			175		650		95.00
14.500 - 14.999		65,970.19		1		0.01			65,970.19		14.875			177		655		95.00
TOTAL	$	659,600,096.85		2,607		100.00	%	$	253,011.16		7.482	%		347		689		76.38	%

As of the Statistical Pool Calculation Date, the weighted average mortgage rate of the sample Group 1 Loans was approximately 7.482% per annum.

S-36

Next Adjustment Date

Next Adjustment Date	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
N/A (Fixed Rate Loans)	$	321,773,296.44		1,408		48.78	%	$	228,532.17		7.694	%		342		687		75.53	%
April 2006		12,346,217.48		56		1.87			220,468.17		6.594			319		705		74.45
May 2006		23,675,993.89		101		3.59			234,415.78		6.952			321		695		78.97
June 2006		13,656,185.24		59		2.07			231,460.77		7.020			321		705		79.25
July 2006		2,911,870.66		13		0.44			223,990.05		8.142			337		708		84.30
August 2006		7,412,249.89		24		1.12			308,843.75		7.882			348		702		78.55
September 2006		10,583,636.01		39		1.60			271,375.28		7.235			341		698		79.50
October 2006		1,436,693.00		4		0.22			359,173.25		7.330			359		684		68.64
December 2006		768,950.00		3		0.12			256,316.67		7.001			357		683		74.87
January 2007		3,583,689.83		7		0.54			511,955.69		6.448			358		725		69.90
February 2007		12,177,306.50		31		1.85			392,816.34		7.061			359		685		76.66
March 2007		5,659,137.00		19		0.86			297,849.32		7.493			360		678		76.45
April 2007		416,000.00		2		0.06			208,000.00		8.163			360		670		80.00
July 2007		264,000.00		1		0.04			264,000.00		5.750			352		678		80.00
August 2007		312,682.29		2		0.05			156,341.15		6.821			353		661		85.00
September 2007		7,046,162.44		34		1.07			207,240.07		7.076			353		611		83.64
October 2007		6,167,993.99		40		0.94			154,199.85		6.575			350		685		81.46
November 2007		6,679,082.32		26		1.01			256,887.78		6.160			342		716		73.37
December 2007		6,469,938.58		26		0.98			248,843.79		7.466			357		661		75.81
January 2008		9,937,680.79		43		1.51			231,108.86		7.879			358		675		78.35
February 2008		16,515,239.16		68		2.50			242,871.16		7.772			359		686		77.92
March 2008		15,668,344.00		54		2.38			290,154.52		8.029			360		683		77.05
April 2008		935,200.00		4		0.14			233,800.00		7.660			360		667		80.00
July 2008		148,840.42		1		0.02			148,840.42		6.250			352		814		50.00
August 2008		332,800.00		1		0.05			332,800.00		6.290			353		701		80.00
September 2008		193,585.69		2		0.03			96,792.85		7.220			354		722		73.94
October 2008		284,000.00		1		0.04			284,000.00		6.750			355		652		80.00
November 2008		488,050.00		2		0.07			244,025.00		6.427			356		681		87.69
December 2008		1,552,000.00		3		0.24			517,333.33		6.974			357		642		75.20
January 2009		3,964,824.58		14		0.60			283,201.76		7.423			358		695		78.32
February 2009		11,667,230.69		34		1.77			343,153.84		7.366			359		705		79.35
March 2009		9,829,638.00		28		1.49			351,058.50		7.516			360		675		75.94
April 2009		287,100.00		2		0.04			143,550.00		7.500			360		678		76.10
October 2009		800,741.59		4		0.12			200,185.40		6.281			319		717		79.06
April 2010		297,913.30		1		0.05			297,913.30		6.875			349		733		80.00
October 2010		570,625.00		2		0.09			285,312.50		7.043			355		670		77.98
November 2010		536,856.33		2		0.08			268,428.17		6.375			356		712		80.22
December 2010		190,503.90		1		0.03			190,503.90		6.750			357		683		77.96
January 2011		8,931,548.17		26		1.35			343,521.08		7.194			358		689		76.60
February 2011		36,918,789.67		117		5.60			315,545.21		7.091			359		700		76.51
March 2011		54,754,146.00		176		8.30			311,103.10		7.505			360		690		76.39
April 2011		25,178,829.00		84		3.82			299,747.96		7.421			360		691		76.55
May 2011		128,100.00		1		0.02			128,100.00		7.500			360		664		70.00
January 2013		1,194,750.00		3		0.18			398,250.00		6.993			358		725		73.99
February 2013		5,018,950.00		16		0.76			313,684.38		7.097			359		698		80.20
March 2013		6,810,925.00		16		1.03			425,682.81		6.910			360		692		71.60
April 2013		3,121,800.00		6		0.47			520,300.00		6.917			361		694		74.02
TOTAL	$	659,600,096.85		2,607		100.00	%	$	253,011.16		7.482	%		347		689		76.38	%

As of the Statistical Pool Calculation Date, the weighted average remaining months to the next adjustment date of the sample Group 1 Loans was approximately 36 months.

S-37

Gross Margin

Range of Gross Margins (%)	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
N/A (Fixed Rate Loans)	$	321,773,296.44		1,408		48.78	%	$	228,532.17		7.694	%		342		687		75.53	%
1.250 - 1.499		920,490.88		2		0.14			460,245.44		5.375			319		750		70.00
1.750 - 1.999		895,774.08		4		0.14			223,943.52		5.977			320		717		59.20
2.000 - 2.249		1,270,362.83		6		0.19			211,727.14		6.543			327		718		72.20
2.250 - 2.499		14,193,255.92		56		2.15			253,451.00		6.458			324		729		72.10
2.500 - 2.749		16,916,104.94		72		2.56			234,945.90		6.666			320		713		78.40
2.750 - 2.999		17,691,282.53		77		2.68			229,756.92		6.993			327		683		80.73
3.000 - 3.249		23,582,856.28		83		3.58			284,130.80		7.325			347		698		75.42
3.250 - 3.499		71,932,355.52		249		10.91			288,884.96		7.473			358		690		77.69
3.500 - 3.749		113,354,331.72		367		17.19			308,867.39		7.338			359		694		76.47
3.750 - 3.999		21,369,663.24		60		3.24			356,161.05		7.219			357		695		76.23
4.000 - 4.249		23,227,152.78		62		3.52			374,631.50		7.226			357		686		76.48
4.250 - 4.499		1,597,563.31		10		0.24			159,756.33		8.993			350		668		84.23
4.500 - 4.749		1,214,359.29		7		0.18			173,479.90		8.874			348		672		87.23
4.750 - 4.999		2,124,359.56		12		0.32			177,029.96		7.432			355		687		84.17
5.000 - 5.249		3,520,919.93		15		0.53			234,728.00		7.381			349		669		77.41
5.250 - 5.499		4,197,844.37		19		0.64			220,939.18		6.972			356		653		81.06
5.500 - 5.749		3,754,287.57		20		0.57			187,714.38		7.806			356		645		78.72
5.750 - 5.999		7,525,473.33		34		1.14			221,337.45		6.852			355		632		81.37
6.000 - 6.249		2,002,867.63		14		0.30			143,061.97		7.150			353		639		82.45
6.250 - 6.499		1,035,067.78		8		0.16			129,383.47		7.335			356		636		75.06
6.500 - 6.749		1,620,494.52		5		0.25			324,098.90		8.075			354		618		89.62
6.750 - 6.999		1,115,453.79		6		0.17			185,908.97		7.867			358		689		78.93
7.250 - 7.499		417,565.63		3		0.06			139,188.54		7.935			359		645		77.02
7.500 - 7.749		317,846.80		2		0.05			158,923.40		7.950			356		681		78.02
7.750 - 7.999		400,000.00		1		0.06			400,000.00		11.500			360		546		74.49
8.750 - 8.999		940,190.00		2		0.14			470,095.00		9.800			359		660		86.00
10.250 - 10.499		184,848.88		1		0.03			184,848.88		11.375			358		625		95.00
10.500 - 10.749		346,527.30		1		0.05			346,527.30		11.500			358		662		95.00
10.750 - 10.999		157,500.00		1		0.02			157,500.00		11.750			359		649		90.00
TOTAL	$	659,600,096.85		2,607		100.00	%	$	253,011.16		7.482	%		347		689		76.38	%

As of the Statistical Pool Calculation Date, the weighted average Gross Margin of the sample Group 1 Loans was approximately 3.547% per annum.

S-38

Maximum Mortgage Rate

Range of Maximum Mortgage Rates (%)	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
N/A (Fixed Rate Loans)	$	321,773,296.44		1,408		48.78	%	$	228,532.17		7.694	%		342		687		75.53	%
8.500 - 8.999		1,337,305.29		5		0.20			267,461.06		6.236			319		739		54.98
9.000 - 9.499		2,187,160.95		6		0.33			364,526.83		5.970			319		756		65.35
9.500 - 9.999		3,159,683.92		11		0.48			287,243.99		6.520			320		742		66.53
10.000 - 10.499		4,078,766.23		21		0.62			194,226.96		6.460			320		729		69.73
10.500 - 10.999		6,119,021.90		25		0.93			244,760.88		6.416			320		729		74.47
11.000 - 11.499		7,718,952.00		30		1.17			257,298.40		6.537			321		718		76.87
11.500 - 11.999		16,158,339.67		57		2.45			283,479.64		6.442			339		703		77.55
12.000 - 12.499		29,932,432.79		104		4.54			287,811.85		6.521			350		702		76.56
12.500 - 12.999		72,279,587.03		244		10.96			296,227.82		6.774			352		695		76.59
13.000 - 13.499		67,145,836.40		228		10.18			294,499.28		7.193			357		691		77.32
13.500 - 13.999		75,255,160.44		270		11.41			278,722.82		7.684			357		683		77.94
14.000 - 14.499		27,915,512.17		97		4.23			287,788.79		8.108			357		675		78.28
14.500 - 14.999		14,836,347.70		55		2.25			269,751.78		8.569			356		658		78.44
15.000 - 15.499		3,355,015.76		14		0.51			239,643.98		9.013			358		655		81.96
15.500 - 15.999		3,020,050.25		14		0.46			215,717.88		9.530			349		675		85.70
16.500 - 16.999		716,819.40		4		0.11			179,204.85		10.472			354		651		85.44
17.000 - 17.499		386,453.11		3		0.06			128,817.70		10.812			336		649		94.33
17.500 - 17.999		870,988.62		4		0.13			217,747.16		11.710			355		672		92.44
18.000 - 18.499		630,755.00		3		0.10			210,251.67		11.683			360		588		81.38
19.000 - 19.499		722,611.78		4		0.11			180,652.95		13.181			358		655		90.00
TOTAL	$	659,600,096.85		2,607		100.00	%	$	253,011.16		7.482	%		347		689		76.38	%

As of the Statistical Pool Calculation Date, the weighted average Maximum Mortgage Rate of the sample Group 1 Loans was approximately 13.086% per annum.

Initial Fixed-Rate Period

Initial Fixed Period	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
N/A (Fixed Rate Loans)	$	321,773,296.44		1,408		48.78	%	$	228,532.17		7.694	%		342		687		75.53	%
1		148,000.00		1		0.02			148,000.00		8.750			360		635		80.00
6		65,847,942.63		256		9.98			257,218.53		7.031			328		702		77.77
12		22,759,776.33		63		3.45			361,266.29		7.080			359		690		75.50
24		71,299,912.48		312		10.81			228,525.36		7.597			355		673		78.99
36		29,676,970.86		95		4.50			312,389.17		7.380			358		689		77.81
60		131,147,031.52		427		19.88			307,135.91		7.287			358		694		76.33
84		16,947,166.59		45		2.57			376,603.70		6.943			358		698		75.11
TOTAL	$	659,600,096.85		2,607		100.00	%	$	253,011.16		7.482	%		347		689		76.38	%

S-39

Initial Rate Cap

Initial Cap (%)	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
N/A (Fixed Rate Loans)	$	321,773,296.44		1,408		48.78	%	$	228,532.17		7.694	%		342		687		75.53	%
1.000		65,554,090.90		255		9.94			257,074.87		7.034			328		703		77.76
1.500		104,693.90		1		0.02			104,693.90		9.875			320		618		80.00
2.000		28,496,531.34		79		4.32			360,715.59		7.077			359		691		76.36
3.000		231,198,960.36		819		35.05			282,294.21		7.391			358		687		77.16
5.000		9,918,390.42		34		1.50			291,717.37		6.883			352		697		77.13
6.000		2,554,133.49		11		0.39			232,193.95		7.264			357		684		74.10
TOTAL	$	659,600,096.85		2,607		100.00	%	$	253,011.16		7.482	%		347		689		76.38	%

Subsequent Rate Cap

Subsequent Cap (%)	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
N/A (Fixed Rate Loans)	$	321,773,296.44		1,408		48.78	%	$	228,532.17		7.694	%		342		687		75.53	%
1.000		303,566,445.94		1,093		46.02			277,736.91		7.287			351		691		77.34
1.500		1,615,791.07		6		0.24			269,298.51		9.296			353		574		75.48
2.000		32,644,563.40		100		4.95			326,445.63		7.118			357		691		75.88
TOTAL	$	659,600,096.85		2,607		100.00	%	$	253,011.16		7.482	%		347		689		76.38	%

S-40

Original Loan-to-Value Ratios*

Range of Loan-to-Value Ratios (%)	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
0.01 - 10.00	$	80,141.94		1		0.01	%	$	80,141.94		8.000	%		358		633		8.45	%
10.01 - 15.00		108,000.00		1		0.02			108,000.00		6.625			180		683		13.76
15.01 - 20.00		111,000.00		1		0.02			111,000.00		7.000			360		643		19.31
20.01 - 25.00		371,260.77		3		0.06			123,753.59		6.915			273		699		23.44
25.01 - 30.00		1,336,124.91		11		0.20			121,465.90		7.424			347		675		27.90
30.01 - 35.00		2,718,505.61		16		0.41			169,906.60		6.971			356		680		32.70
35.01 - 40.00		6,074,718.89		22		0.92			276,123.59		6.991			342		700		37.94
40.01 - 45.00		2,470,729.11		15		0.37			164,715.27		6.875			359		699		42.38
45.01 - 50.00		9,106,197.72		36		1.38			252,949.94		7.018			347		699		48.10
50.01 - 55.00		9,706,764.40		37		1.47			262,344.98		6.961			343		697		53.00
55.01 - 60.00		11,439,396.51		46		1.73			248,682.53		6.871			345		693		57.78
60.01 - 65.00		23,369,461.42		70		3.54			333,849.45		7.085			349		696		63.60
65.01 - 70.00		97,937,885.85		315		14.85			310,913.92		7.153			351		691		69.41
70.01 - 75.00		81,980,979.03		264		12.43			310,534.01		7.479			355		685		74.49
75.01 - 80.00		336,557,003.16		1,240		51.02			271,416.94		7.433			354		687		79.83
80.01 - 85.00		7,182,362.71		35		1.09			205,210.36		7.410			336		691		84.27
85.01 - 90.00		33,544,780.42		199		5.09			168,566.74		8.083			322		694		89.76
90.01 - 95.00		25,688,208.74		198		3.89			129,738.43		8.593			314		696		94.89
95.01 +		9,816,575.66		97		1.49			101,201.81		10.830			192		680		99.77
TOTAL	$	659,600,096.85		2,607		100.00	%	$	253,011.16		7.482	%		347		689		76.38	%

The minimum and maximum loan-to-value ratios of the sample Group 1 Loans at origination were approximately 8.45% and 100.00%, respectively, and the weighted average of the loan-to-value ratios of the sample Group 1 Loans at origination was approximately 76.38%.

*Combined loan-to-value ratios with respect to the sample mortgage loans secured by second liens.

Notwithstanding the foregoing table, the final pool of mortgage loans will not include any mortgage loan with a loan-to-value ratio in excess of 100.00%.

Occupancy Types

Occupancy	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
Investment	$	169,938,490.20		796		25.76	%	$	213,490.57		7.614	%		349		704		74.40	%
Owner Occupied		454,427,246.25		1,662		68.89			273,421.93		7.427			346		683		77.12
Second Home		35,234,360.40		149		5.34			236,472.22		7.551			350		692		76.44
TOTAL	$	659,600,096.85		2,607		100.00	%	$	253,011.16		7.482	%		347		689		76.38	%

Occupancy type is based on the representation of the borrower at the time of origination.

S-41

Mortgage Loan Program and Documentation Type

Document Type	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
Progressive Series Program (Alternative Documentation)	$	263,699.58		4		0.04	%	$	65,924.90		8.173	%		261		633		87.65	%
Progressive Express Program (No Documentation Program)		25,901,602.38		141		3.93			183,699.31		8.145			341		698		78.99
Progressive Express Program (No Documentation Program (Verified Assets)		7,005,169.47		28		1.06			250,184.62		7.475			356		698		77.46
Progressive Express Program (Non-Verified Assets)		37,864,239.30		206		5.74			183,806.99		7.897			330		673		80.07
Progressive Express Program (Verified Assets)		56,958,704.11		235		8.64			242,377.46		7.385			337		692		79.47
Progressive Series Program (Full/Income Stated Assets)		1,245,832.76		6		0.19			207,638.79		7.438			357		710		69.27
Progressive Series Program (Full Documentation)		50,400,477.91		240		7.64			210,001.99		7.102			341		683		76.06
Progressive Series Program (No Income/No Assets)		8,383,987.35		48		1.27			174,666.40		6.579			348		693		77.81
Progressive Series Program (Stated Income/Stated Assets)		19,657,329.16		74		2.98			265,639.58		7.599			356		687		74.61
Progressive Series Program (Stated Documentation)		451,919,054.83		1,625		68.51			278,104.03		7.476			350		690		75.61
TOTAL	$	659,600,096.85		2,607		100.00	%	$	253,011.16		7.482	%		347		689		76.38	%

See “—Underwriting Criteria” below for a detailed description of the Sponsor’s loan programs and documentation requirements.

S-42

Risk Categories

Credit Grade Category	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
ALT B/A	$	199,816.75		1		0.03	%	$	199,816.75		11.750	%		177		649		100.00	%
A		232,948,624.29		874		35.32			266,531.61		7.627			348		653		76.23
A+		296,219,901.38		1,095		44.91			270,520.46		7.241			350		723		75.46
A-		22,028,644.27		101		3.34			218,105.39		7.663			354		606		74.35
B		673,003.39		2		0.10			336,501.70		9.309			356		535		73.95
CX		210,902.79		2		0.03			105,451.40		8.598			236		638		68.54
Progressive Express I		63,699,372.15		293		9.66			217,404.00		7.585			343		721		79.64
Progressive Express II		37,474,314.38		207		5.68			181,035.34		7.917			326		653		81.04
Progressive Express III		2,807,256.05		16		0.43			175,453.50		8.427			340		610		71.07
Progressive Express IV		1,715,486.72		9		0.26			190,609.64		8.653			328		592		71.10
Progressive Express V		740,782.88		4		0.11			185,195.72		8.688			359		592		65.76
Progressive Express VI		881,991.80		3		0.13			293,997.27		10.755			359		550		73.38
Total	$	659,600,096.85		2,607		100.00	%	$	253,011.16		7.482	%		347		689		76.38	%

_________________

⁽¹⁾ All of these sample Group 1 Loans were reviewed and placed into risk categories based on the credit standards of the Progressive Series Program. Credit grades of ALT B/A, A, A+, A-, B and CX correspond to Progressive Series I+, I and II, III and III+ and IV respectively.

⁽²⁾ These sample Group 1 Loans were originated under the Sponsor’s Progressive Express™ Program. The underwriting for these sample Group 1 Loans is generally based on the borrower’s “Credit Score” score and therefore these sample Group 1 Loans do not correspond to the alphabetical risk categories listed above. Each mortgage loan originated pursuant to the Express Priority Refi™ Program has been placed in either Progressive Express™ Program II or III.

See “—Underwriting Criteria” below for a description of the Sponsor’s risk categories.

Property Types

Property Type	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
2 Family	$	39,637,523.82		138		6.01	%	$	287,228.43		7.400	%		347		699		74.04	%
2-4 Family Unit		295,174.62		5		0.04			59,034.92		10.093			219		708		97.35
3 Family		17,349,669.21		51		2.63			340,189.59		7.755			347		706		74.18
4 Family		18,964,268.24		51		2.88			371,848.40		7.827			348		689		74.10
Condominium		70,216,543.76		339		10.65			207,128.45		7.529			349		699		77.70
Condominium Non-Warrantable		131,817.72		1		0.02			131,817.72		7.875			358		673		80.00
Condotel		4,196,387.56		15		0.64			279,759.17		7.101			336		706		74.68
Deminimis Planned Unit Development		90,572,606.92		297		13.73			304,958.27		7.325			350		693		77.82
Hi-Rise		17,359,787.44		60		2.63			289,329.79		7.721			348		691		77.14
Planned Unit Development		22,574,320.39		108		3.42			209,021.49		7.569			337		673		77.82
Single Family Residence		375,214,025.60		1,526		56.89			245,880.75		7.477			347		685		76.11
Townhouse		3,087,971.57		16		0.47			192,998.22		7.393			357		679		78.12
TOTAL	$	659,600,096.85		2,607		100.00	%	$	253,011.16		7.482	%		347		689		76.38	%

S-43

Geographic Distribution of Mortgaged Properties

State	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
California	$	288,348,050.27		859		43.72	%	$	335,678.75		7.279	%		348		691		75.03	%
Florida		133,155,834.72		647		20.19			205,805.00		7.671			349		689		77.10
New York		34,587,158.86		89		5.24			388,619.76		7.623			353		693		74.08
Arizona		22,394,224.72		113		3.40			198,178.98		7.677			349		688		79.68
Virginia		20,249,123.19		72		3.07			281,237.82		7.538			347		687		78.34
Illinois		17,445,299.45		77		2.64			226,562.33		7.862			353		687		75.96
Maryland		17,015,262.17		65		2.58			261,773.26		7.758			351		673		75.41
New Jersey		14,179,017.16		48		2.15			295,396.19		7.798			345		685		75.61
Nevada		12,166,716.50		50		1.84			243,334.33		7.339			351		705		76.71
Georgia		10,159,221.17		59		1.54			172,190.19		7.478			329		677		82.71
Texas		9,164,348.73		64		1.39			143,192.95		7.949			332		683		82.02
Colorado		8,950,238.71		54		1.36			165,745.16		7.453			329		695		80.58
Washington		8,997,478.26		42		1.36			214,225.67		7.478			346		684		78.77
Massachusetts		7,605,929.59		37		1.15			205,565.66		7.340			341		694		77.89
Other		55,182,193.35		331		8.37			166,713.58		7.593			338		685		78.28
TOTAL	$	659,600,096.85		2,607		100.00	%	$	253,011.16		7.482	%		347		689		76.38	%

No more than approximately 0.78% of the sample Group 1 Loans (by aggregate outstanding principal balance as of the Statistical Pool Calculation Date) are secured by mortgaged properties located in any one zip code.

Debt-to-Income Ratio

Range of Debt-to-Income Ratio (%)	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
0.00 - 5.00	$	121,193,457.29		550		18.37	%	$	220,351.74		7.585	%		337		692		78.84	%
5.01 - 10.00		1,608,976.06		6		0.24			268,162.68		6.996			335		694		73.00
10.01 - 15.00		4,812,528.66		18		0.73			267,362.70		7.108			351		698		68.19
15.01 - 20.00		7,626,424.24		41		1.16			186,010.35		7.320			344		691		67.32
20.01 - 25.00		18,104,420.62		80		2.74			226,305.26		7.270			347		708		74.02
25.01 - 30.00		46,773,614.33		175		7.09			267,277.80		7.416			351		690		73.46
30.01 - 35.00		95,393,158.19		336		14.46			283,908.21		7.313			353		691		73.72
35.01 - 40.00		100,658,998.20		406		15.26			247,928.57		7.399			348		693		75.97
40.01 - 45.00		121,058,510.58		447		18.35			270,824.41		7.503			349		684		76.78
45.01 - 50.00		136,768,256.44		522		20.74			262,008.15		7.621			348		684		78.23
50.01 - 55.00		4,507,348.05		21		0.68			214,635.62		7.781			345		663		73.34
55.01 or Greater		1,094,404.19		5		0.17			218,880.84		7.291			332		671		77.67
TOTAL	$	659,600,096.85		2,607		100.00	%	$	253,011.16		7.482	%		347		689		76.38	%

As of the Statistical Pool Calculation Date, the non-zero weighted average debt-to-income ratio of the sample Group 1 Loans was approximately 38.91% per annum.

S-44

Prepayment Penalty

Prepayment Penalty Term	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
No Prepay	$	135,887,271.22		622		20.60	%	$	218,468.28		7.988	%		342		691		77.73	%
6 Months		4,268,158.96		18		0.65			237,119.94		7.839			328		696		77.09
1 Year		218,942,697.16		732		33.19			299,102.05		7.309			352		692		75.81
2 Year		101,495,721.84		436		15.39			232,788.35		7.443			349		680		78.32
3 Year		127,326,947.75		479		19.30			265,818.26		7.352			350		685		74.99
4 Year		395,900.00		2		0.06			197,950.00		8.046			358		684		80.00
5 Year		71,283,399.92		318		10.81			224,161.63		7.314			336		694		75.20
TOTAL	$	659,600,096.85		2,607		100.00	%	$	253,011.16		7.482	%		347		689		76.38	%

Months Remaining to Scheduled Maturity

Range of Months	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
121 - 180	$	22,183,843.22		244		3.36	%	$	90,917.39		9.771	%		171		686		88.29	%
181 - 240		990,591.70		7		0.15			141,513.10		7.541			233		678		81.11
241 - 360		636,425,661.93		2,356		96.49			270,129.74		7.402			353		689		75.96
TOTAL	$	659,600,096.85		2,607		100.00	%	$	253,011.16		7.482	%		347		689		76.38	%

As of the Statistical Pool Calculation Date, the weighted average months remaining to scheduled maturity of the sample Group 1 Loans was approximately 347 months.

Credit Scores

Range of Credit Scores	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
N/A	$	1,330,389.07		15		0.20	%	$	88,692.60		8.535	%		290		N/A		86.38	%
501 - 520		94,465.38		1		0.01			94,465.38		10.875			359		518		75.00
521 - 540		620,000.00		1		0.09			620,000.00		9.250			360		532		74.70
541 - 560		881,991.80		3		0.13			293,997.27		10.755			359		550		73.38
561 - 580		685,237.93		5		0.10			137,047.59		8.348			354		576		60.52
581 - 600		8,309,865.07		46		1.26			180,649.24		7.604			348		591		78.48
601 - 620		20,999,768.59		85		3.18			247,056.10		7.907			351		612		72.33
621 - 640		71,412,392.02		278		10.83			256,879.11		7.802			347		631		75.58
641 - 660		108,564,488.43		410		16.46			264,791.44		7.660			346		651		76.28
661 - 680		95,117,926.70		404		14.42			235,440.41		7.701			346		670		78.32
681 - 700		95,049,463.53		378		14.41			251,453.61		7.412			349		690		77.51
701 - 720		81,582,284.10		311		12.37			262,322.46		7.276			350		710		76.38
721 - 740		64,942,576.71		255		9.85			254,676.77		7.202			346		730		76.28
741 - 760		52,806,313.22		185		8.01			285,439.53		7.145			348		750		75.49
761 - 780		38,081,035.86		145		5.77			262,627.83		7.170			344		770		74.76
781 - 800		15,886,159.03		65		2.41			244,402.45		7.065			345		788		75.48
801 or Greater		3,235,739.41		20		0.49			161,786.97		7.101			343		807		68.17
TOTAL	$	659,600,096.85		2,607		100.00	%	$	253,011.16		7.482	%		347		689		76.38	%

As of the Statistical Pool Calculation Date, the non-zero weighted average credit score of the sample Group 1 Loans for which credit scores are available was approximately 689.

S-45

Range of Months to Roll

Number of Months	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
N/A	$	321,773,296.44		1,408		48.78	%	$	228,532.17		7.694	%		342		687		75.53	%
0 - 12		94,211,929.50		356		14.28			264,640.25		7.090			335		698		77.62
13 - 18		8,038,844.73		39		1.22			206,124.22		7.078			353		618		83.39
19 - 24		61,438,278.84		257		9.31			239,059.45		7.527			356		684		77.40
25 - 31		1,894,426.11		9		0.29			210,491.79		7.127			357		688		77.02
32 - 49		28,887,498.16		88		4.38			328,267.02		7.354			358		690		77.93
50 - 55		570,625.00		2		0.09			285,312.50		7.043			355		670		77.98
56 - 79		126,638,773.07		407		19.20			311,151.78		7.340			360		693		76.48
80 +		16,146,425.00		41		2.45			393,815.24		6.976			360		697		74.92
TOTAL	$	659,600,096.85		2,607		100.00	%	$	253,011.16		7.482	%		347		689		76.38	%

As of the Statistical Pool Calculation Date, the weighted average months to roll of the sample Group 1 Loans was approximately 36 months.

Loan Purposes

Loan Purpose	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
Purchase	$	389,103,474.59		1,609		58.99	%	$	241,829.38		7.547	%		346		695		79.46	%
Refinance Cash Out		217,843,096.93		791		33.03			275,402.15		7.428			349		678		71.56
Refinance Rate Term		52,653,525.33		207		7.98			254,364.86		7.230			344		690		73.54
TOTAL	$	659,600,096.85		2,607		100.00	%	$	253,011.16		7.482	%		347		689		76.38	%

In general, in the case of a mortgage loan made for “rate and term” refinance purposes, substantially all of the proceeds are used to pay in full the principal balance of a previous mortgage loan of the mortgagor with respect to a mortgaged property and to pay origination and closing costs associated with such refinancing. Mortgage loans made for “cash-out” refinance purposes may involve the use of the proceeds to pay in full the principal balance of a previous mortgage loan and related costs except that a portion of the proceeds are generally retained by the mortgagor for uses unrelated to the mortgaged property. The amount of these proceeds retained by the mortgagor may be substantial.

S-46

Loan Group 1-A-1

The sample Group 1-A-1 Loans had an aggregate principal balance as of the Statistical Pool Calculation Date of approximately $139,856,672, after application of scheduled payments due on or before the Statistical Pool Calculation Date, whether or not received. All of the sample Group 1-A-1 Loans have fixed rates and are secured by first liens on the related mortgaged property.

The average principal balance of the sample Group 1-A-1 Loans at origination was approximately $257,308. No sample Group 1-A-2 Loan had a principal balance at origination of greater than approximately $1,540,000 or less than approximately $41,250. The average principal balance of the sample Group 1-A-1 Loans as of the Statistical Pool Calculation Date was approximately $256,148. No sample Group 1-A-1 Loan had a principal balance as of the Statistical Pool Calculation Date of greater than approximately $1,540,000 or less than approximately $19,929.

As of the Statistical Pool Calculation Date, the sample Group 1-A-1 Loans had mortgage rates ranging from approximately 6.000% per annum to approximately 11.375% per annum and the weighted average mortgage rate was approximately 7.474% per annum. The weighted average remaining term to stated maturity of the sample Group 1-A-1 Loans was approximately 353 months as of the Statistical Pool Calculation Date. None of the sample Group 1-A-1 Loans will have a first Due Date prior to February 1, 2002, or after May 1, 2006, or will have a remaining term to maturity of less than 135 months or greater than 360 months as of the Statistical Pool Calculation Date. The latest maturity date of any sample Group 1-A-1 Loan is April 1, 2036.

Approximately 35.15% and 24.19% of the sample Group 1-A-1 Loans have initial interest only periods of five and ten years, respectively.

The loan-to-value ratio of a sample mortgage loan secured by a first lien is equal to the ratio, expressed as a percentage, of the principal amount of the loan at origination, to the lesser of the appraised value of the related mortgaged property at the time of origination and the sales price. At origination, the weighted average of the loan-to-value ratios of the sample Group 1-A-1 Loans was approximately 74.60%. At origination, no loan-to-value ratio of any sample Group 1-A-1 Loan was greater than approximately 100.00% or less than approximately 25.60%.

Approximately 8 of the sample Group 1-A-1 Loans, representing approximately 1.19% of the sample mortgage pool (by aggregate outstanding principal balance as of the Statistical Pool Calculation Date) are balloon loans. The amount of the balloon payment on each of these mortgage loans is substantially in excess of the amount of the scheduled monthly payment on such mortgage loan for the period prior to the Due Date of the balloon payment. These sample Group 1-A-1 Loans have a weighted average remaining term to stated maturity of approximately 353 months.

None of the sample Group 1-A-1 Loans are buydown mortgage loans.

None of the Group 1-A-1 Loans will be subject to the Home Ownership and Equity Protection Act of 1994 or any comparable state law.

Substantially all of the sample Group 1-A-1 Loans will not have reached their first adjustment date as of the Closing Date.

Approximately 82.91% of the sample Group 1-A-1 Loans provide for prepayment charges.

With respect to substantially all of the Group 1-A-1 Loans, the minimum mortgage rate is equal to the gross margin.

S-47

As of the Closing Date, no loan-to-value ratio of any mortgage loan will be greater than 100.00%.

Set forth below is a description of certain additional characteristics of the sample Group 1-A-1 Loans as of the Statistical Pool Calculation Date, except as otherwise indicated. All percentages of the sample Group 1-A-1 Loans are approximate percentages by aggregate principal balance as of the Statistical Pool Calculation Date, except as otherwise indicated. Dollar amounts and percentages may not add up to totals due to rounding.

Mortgage Loan Programs(1)

Loan Programs	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
30/15 Fixed Balloon	$	328,790.21		1		0.24	%	$	328,790.21		8.250	%		179		667		70.00	%
30Y Fixed Balloon		1,330,192.44		7		0.95			190,027.49		7.975			360		647		77.46
30Y Fixed		55,203,658.11		257		39.47			214,800.23		7.450			343		691		73.28
30Y Fixed - IO		82,994,031.35		281		59.34			295,352.42		7.479			359		692		75.45
TOTAL	$	139,856,672.11		546		100.00	%	$	256,147.75		7.474	%		353		691		74.60	%

____________

(1) A mortgage loan with a loan program including the term “30/15 Fixed Balloon” has an amortization term of 30 years, has a mortgage rate that is fixed for the entire term and requires a balloon payment in year 15. A mortgage loan with a loan program including the term “30Y Fixed Balloon” has an amortization term of 30 years, has a mortgage rate that is fixed for the entire term and requires a balloon payment in year 30. A mortgage loan with a loan program of “30Y Fixed” is a fixed-rate loan with a term of 30 years. Any mortgage loan with a loan program including the term “IO” has an interest only period.

S-48

Principal Balances as of Origination

Range of Mortgage Loan Principal Balances	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
0.01 - 250,000.00	$	50,033,556.17		331		35.77	%	$	151,158.78		7.626	%		349		693		74.72	%
250,000.01 - 300,000.00		16,531,780.72		60		11.82			275,529.68		7.452			354		681		74.87
300,000.01 - 350,000.00		13,631,217.49		43		9.75			317,005.06		7.396			351		699		73.92
350,000.01 - 400,000.00		11,448,398.26		31		8.19			369,303.17		7.313			348		683		76.78
400,000.01 - 450,000.00		10,709,935.66		25		7.66			428,397.43		7.260			359		692		76.27
450,000.01 - 500,000.00		4,226,155.98		9		3.02			469,572.89		7.386			340		694		77.97
500,000.01 - 550,000.00		6,787,052.29		13		4.85			522,080.95		7.536			359		708		77.21
550,000.01 - 600,000.00		4,695,854.69		8		3.36			586,981.84		7.699			359		673		76.13
600,000.01 - 650,000.00		3,775,878.02		6		2.70			629,313.00		7.333			359		724		71.91
700,000.01 - 750,000.00		6,586,927.00		9		4.71			731,880.78		7.501			359		677		75.19
750,000.01 - 800,000.00		763,165.83		1		0.55			763,165.83		6.875			317		730		47.06
800,000.01 - 850,000.00		2,505,000.00		3		1.79			835,000.00		7.537			359		682		75.00
900,000.01 - 950,000.00		930,000.00		1		0.66			930,000.00		6.500			359		716		50.69
950,000.01 - 1,000,000.00		1,000,000.00		1		0.72			1,000,000.00		8.000			360		622		68.97
1,000,000.01 - 1,050,000.00		1,032,500.00		1		0.74			1,032,500.00		6.500			356		669		70.00
1,050,000.01 - 1,150,000.00		1,099,250.00		1		0.79			1,099,250.00		8.250			360		671		70.92
1,150,000.01 - 1,200,000.00		1,160,000.00		1		0.83			1,160,000.00		7.750			360		635		74.84
1,300,000.01 - 1,400,000.00		1,400,000.00		1		1.00			1,400,000.00		6.625			360		747		70.00
1,450,000.01 - 1,750,000.00		1,540,000.00		1		1.10			1,540,000.00		6.750			360		704		65.54
TOTAL	$	139,856,672.11		546		100.00	%	$	256,147.75		7.474	%		353		691		74.60	%

As of origination, the average principal balance of the sample Group 1-A-1 Loans was approximately $257,308.

S-49

Principal Balances as of the Statistical Pool Calculation Date

Range of Mortgage Loan Principal Balances	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
0.01 - 250,000.00	$	50,282,415.63		332		35.95	%	$	151,453.06		7.622	%		349		693		74.75	%
250,000.01 - 300,000.00		16,866,220.51		61		12.06			276,495.42		7.451			355		679		74.80
300,000.01 - 350,000.00		13,350,680.37		42		9.55			317,873.34		7.376			348		700		73.78
350,000.01 - 400,000.00		11,145,636.13		30		7.97			371,521.20		7.349			353		682		76.97
400,000.01 - 450,000.00		10,709,935.66		25		7.66			428,397.43		7.260			359		692		76.27
450,000.01 - 500,000.00		4,226,155.98		9		3.02			469,572.89		7.386			340		694		77.97
500,000.01 - 550,000.00		6,787,052.29		13		4.85			522,080.95		7.536			359		708		77.21
550,000.01 - 600,000.00		4,695,854.69		8		3.36			586,981.84		7.699			359		673		76.13
600,000.01 - 650,000.00		3,775,878.02		6		2.70			629,313.00		7.333			359		724		71.91
700,000.01 - 750,000.00		6,586,927.00		9		4.71			731,880.78		7.501			359		677		75.19
750,000.01 - 800,000.00		763,165.83		1		0.55			763,165.83		6.875			317		730		47.06
800,000.01 - 850,000.00		2,505,000.00		3		1.79			835,000.00		7.537			359		682		75.00
900,000.01 - 950,000.00		930,000.00		1		0.66			930,000.00		6.500			359		716		50.69
950,000.01 - 1,000,000.00		1,000,000.00		1		0.72			1,000,000.00		8.000			360		622		68.97
1,000,000.01 - 1,050,000.00		1,032,500.00		1		0.74			1,032,500.00		6.500			356		669		70.00
1,050,000.01 - 1,150,000.00		1,099,250.00		1		0.79			1,099,250.00		8.250			360		671		70.92
1,150,000.01 - 1,200,000.00		1,160,000.00		1		0.83			1,160,000.00		7.750			360		635		74.84
1,300,000.01 - 1,400,000.00		1,400,000.00		1		1.00			1,400,000.00		6.625			360		747		70.00
1,450,000.01 - 1,750,000.00		1,540,000.00		1		1.10			1,540,000.00		6.750			360		704		65.54
TOTAL	$	139,856,672.11		546		100.00	%	$	256,147.75		7.474	%		353		691		74.60	%

As of the Statistical Pool Calculation Date, the average current principal balance of the sample Group 1-A-1 Loans was approximately $256,148.

MortgageRates

Range of Mortgage Rates (%)	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
6.000 - 6.499	$	4,440,166.82		16		3.17	%	$	277,510.43		6.217	%		336		706		67.15	%
6.500 - 6.999		33,058,339.92		103		23.64			320,954.76		6.760			352		709		69.00
7.000 - 7.499		26,698,130.89		113		19.09			236,266.65		7.176			350		698		74.83
7.500 - 7.999		47,950,318.04		196		34.29			244,644.48		7.661			356		687		76.40
8.000 - 8.499		17,962,053.15		68		12.84			264,147.84		8.191			355		669		78.06
8.500 - 8.999		6,399,376.27		26		4.58			246,129.86		8.672			355		668		79.99
9.000 - 9.499		1,263,706.95		8		0.90			157,963.37		9.104			349		659		77.44
9.500 - 9.999		971,078.25		8		0.69			121,384.78		9.712			341		648		87.28
10.000 - 10.499		533,853.41		4		0.38			133,463.35		10.138			345		614		81.30
10.500 - 10.999		462,235.36		3		0.33			154,078.45		10.747			335		611		91.15
11.000 - 11.499		117,413.05		1		0.08			117,413.05		11.375			317		622		95.00
TOTAL	$	139,856,672.11		546		100.00	%	$	256,147.75		7.474	%		353		691		74.60	%

As of the Statistical Pool Calculation Date, the weighted average mortgage rate of the sample Group 1-A-1 Loans was approximately 7.474% per annum.

S-50

Next Adjustment Date

Next Adjustment Date	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
N/A (Fixed Rate Loans)	$	139,856,672.11		546		100.00	%	$	256,147.75		7.474	%		353		691		74.60	%
TOTAL	$	139,856,672.11		546		100.00	%	$	256,147.75		7.474	%		353		691		74.60	%

Gross Margin

Range of Gross Margins (%)	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
N/A (Fixed Rate Loans)	$	139,856,672.11		546		100.00	%	$	256,147.75		7.474	%		353		691		74.60	%
TOTAL	$	139,856,672.11		546		100.00	%	$	256,147.75		7.474	%		353		691		74.60	%

Maximum Mortgage Rate

Range of Maximum Mortgage Rates (%)	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
N/A (Fixed Rate Loans)	$	139,856,672.11		546		100.00	%	$	256,147.75		7.474	%		353		691		74.60	%
TOTAL	$	139,856,672.11		546		100.00	%	$	256,147.75		7.474	%		353		691		74.60	%

Initial Fixed-Rate Period

Initial Fixed Period	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
N/A (Fixed Rate Loans)	$	139,856,672.11		546		100.00	%	$	256,147.75		7.474	%		353		691		74.60	%
TOTAL	$	139,856,672.11		546		100.00	%	$	256,147.75		7.474	%		353		691		74.60	%

Initial Rate Cap

Initial Cap (%)	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
N/A (Fixed Rate Loans)	$	139,856,672.11		546		100.00	%	$	256,147.75		7.474	%		353		691		74.60	%
TOTAL	$	139,856,672.11		546		100.00	%	$	256,147.75		7.474	%		353		691		74.60	%

S-51

Subsequent Rate Cap

Subsequent Cap (%)	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
N/A (Fixed Rate Loans)	$	139,856,672.11		546		100.00	%	$	256,147.75		7.474	%		353		691		74.60	%
TOTAL	$	139,856,672.11		546		100.00	%	$	256,147.75		7.474	%		353		691		74.60	%

Original Loan-to-Value Ratios

Range of Loan-to-Value Ratios (%)	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
25.01 - 30.00	$	520,000.00		4		0.37	%	$	130,000.00		7.189	%		359		702		27.48	%
30.01 - 35.00		1,348,356.18		7		0.96			192,622.31		6.668			359		676		33.57
35.01 - 40.00		899,604.17		6		0.64			149,934.03		7.047			338		659		36.88
40.01 - 45.00		1,109,815.38		7		0.79			158,545.05		7.194			359		711		42.35
45.01 - 50.00		3,447,416.41		12		2.46			287,284.70		7.171			350		694		48.07
50.01 - 55.00		3,309,246.89		13		2.37			254,557.45		6.822			343		716		52.50
55.01 - 60.00		3,235,233.68		15		2.31			215,682.25		7.157			346		719		57.51
60.01 - 65.00		4,138,815.82		17		2.96			243,459.75		6.912			342		708		63.81
65.01 - 70.00		20,260,179.58		67		14.49			302,390.74		7.281			351		691		69.13
70.01 - 75.00		25,594,668.10		77		18.30			332,398.29		7.504			358		685		74.34
75.01 - 80.00		63,872,346.55		255		45.67			250,479.79		7.548			355		688		79.81
80.01 - 85.00		1,716,792.77		7		1.23			245,256.11		7.407			338		690		84.63
85.01 - 90.00		6,182,861.98		32		4.42			193,214.44		8.031			341		696		89.56
90.01 - 95.00		3,458,784.06		22		2.47			157,217.46		8.239			342		711		95.00
95.01 or Greater		762,550.54		5		0.55			152,510.11		8.749			332		682		99.11
TOTAL	$	139,856,672.11		546		100.00	%	$	256,147.75		7.474	%		353		691		74.60	%

The minimum and maximum loan-to-value ratios of the sample Group 1-A-1 Loans at origination were approximately 25.60% and 100.00%, respectively, and the weighted average of the loan-to-value ratios of the sample Group 1-A-1 Loans at origination was approximately 74.60%.

Occupancy Types

Occupancy	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
Owner Occupied	$	93,221,950.91		339		66.66	%	$	274,991.01		7.433	%		353		685		75.02	%
Investment		38,005,829.30		174		27.17			218,424.31		7.555			350		704		73.36
Second Home		8,628,891.90		33		6.17			261,481.57		7.564			355		695		75.59
TOTAL	$	139,856,672.11		546		100.00	%	$	256,147.75		7.474	%		353		691		74.60	%

Occupancy type is based on the representation of the borrower at the time of origination.

S-52

Mortgage Loan Program and Documentation Type

Document Type	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
Stated	$	99,354,593.41		352		71.04	%	$	282,257.37		7.407	%		355		690		74.15	%
Full		10,333,612.60		43		7.39			240,316.57		7.322			343		696		76.26
Express Verified Assets		9,588,998.63		43		6.86			222,999.97		7.447			342		682		72.82
Express No Doc		6,436,672.42		39		4.60			165,042.88		8.466			349		701		81.88
SISA		5,365,217.96		24		3.84			223,550.75		7.836			357		684		73.19
Express Non-Verified Assets		5,132,889.10		32		3.67			160,402.78		7.734			339		693		75.50
Express No Doc Verified Assets		3,079,795.83		11		2.20			279,981.44		7.150			359		701		74.31
FISA		564,892.16		2		0.40			282,446.08		7.157			360		708		77.71
TOTAL	$	139,856,672.11		546		100.00	%	$	256,147.75		7.474	%		353		691		74.60	%

See “—Underwriting Criteria” below for a detailed description of the Sponsor’s loan programs and documentation requirements.

Risk Categories

Credit Grade Category	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
A	$	53,644,766.47		184		38.36	%	$	291,547.64		7.623	%		353		652		74.72	%
A+		61,887,564.20		232		44.25			266,756.74		7.202			355		726		74.03
A-		2,249,646.01		13		1.61			173,049.69		7.740			345		619		72.40
B		53,003.39		1		0.04			53,003.39		10.000			310		574		65.12
CX		94,465.38		1		0.07			94,465.38		10.875			359		518		75.00
Progressive Express I		15,374,129.08		75		10.99			204,988.39		7.540			350		714		73.87
Progressive Express II		4,925,063.89		33		3.52			149,244.36		8.440			322		654		83.69
Progressive Express III		785,580.55		3		0.56			261,860.18		8.631			352		611		81.06
Progressive Express IV		517,878.69		2		0.37			258,939.35		8.851			354		595		76.74
Progressive Express V		324,574.45		2		0.23			162,287.23		8.684			358		601		57.89
Total	$	139,856,672.11		546		100.00	%	$	256,147.75		7.474	%		353		691		74.60	%

_________________

⁽¹⁾ All of these sample Group 1-A-1 Loans were reviewed and placed into risk categories based on the credit standards of the Progressive Series Program. Credit grades of A, A+, A-, B and CX correspond to Progressive Series I+, I and II, III and III+ and IV respectively.

⁽²⁾ These sample Group 1-A-1 Loans were originated under the Sponsor’s Progressive Express™ Program. The underwriting for these sample Group 1-A-1 Loans is generally based on the borrower’s “Credit Score” score and therefore these sample Group 1-A-1 Loans do not correspond to the alphabetical risk categories listed above. Each mortgage loan originated pursuant to the Express Priority Refi™ Program has been placed in either Progressive Express™ Program II or III.

See “—Underwriting Criteria” below for a description of the Sponsor’s risk categories.

S-53

Property Types

Property Type	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
2 Family	$	8,223,541.57		28		5.88	%	$	293,697.91		7.485	%		356		693		71.24	%
3 Family		2,079,655.06		6		1.49			346,609.18		7.346			359		739		69.17
4 Family		4,388,519.08		11		3.14			398,956.28		7.578			355		698		68.94
Condominium		13,610,607.19		71		9.73			191,698.69		7.477			355		695		75.78
Condotel		1,445,610.99		5		1.03			289,122.20		6.664			309		743		73.96
Deminimis Planned Unit Development		17,137,303.93		55		12.25			311,587.34		7.424			354		705		77.24
Hi-Rise		3,040,115.24		8		2.17			380,014.41		7.929			360		678		74.89
Planned Unit Development		4,182,453.45		20		2.99			209,122.67		7.518			347		701		74.82
Single Family Residence		85,297,414.87		339		60.99			251,614.79		7.475			352		684		74.63
Townhouse		451,450.73		3		0.32			150,483.58		7.532			358		696		74.34
TOTAL	$	139,856,672.11		546		100.00	%	$	256,147.75		7.474	%		353		691		74.60	%

Geographic Distribution of Mortgaged Properties

State	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
California	$	59,672,285.26		173		42.67	%	$	344,926.50		7.253	%		354		692		72.16	%
Florida		38,864,859.32		182		27.79			213,543.18		7.534			353		690		76.01
New York		8,716,522.09		24		6.23			363,188.42		7.400			359		705		74.95
Virginia		3,825,401.16		15		2.74			255,026.74		7.911			355		694		76.72
Maryland		3,524,306.95		15		2.52			234,953.80		7.719			359		682		70.49
Nevada		3,463,298.65		9		2.48			384,810.96		7.213			351		720		74.15
Illinois		2,714,336.18		12		1.94			226,194.68		7.862			351		691		76.81
Arizona		2,457,871.87		15		1.76			163,858.12		7.796			350		681		78.60
Washington		1,668,205.02		6		1.19			278,034.17		8.158			356		661		77.82
New Jersey		1,516,900.00		3		1.08			505,633.33		7.637			360		656		71.79
Texas		1,398,720.14		12		1.00			116,560.01		8.212			349		667		80.80
Other		12,033,965.47		80		8.60			150,424.57		7.938			339		683		80.43
TOTAL	$	139,856,672.11		546		100.00	%	$	256,147.75		7.474	%		353		691		74.60	%

No more than approximately 1.13% of the sample Group 1-A-1 Loans (by aggregate outstanding principal balance as of the Statistical Pool Calculation Date) are secured by mortgaged properties located in any one zip code.

S-54

Debt-to-Income Ratio

Range of Debt-to-Income Ratio (%)	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
0.00 - 5.00	$	22,167,173.97		104		15.85	%	$	213,145.90		7.696	%		349		692		75.51	%
10.01 - 15.00		598,800.00		3		0.43			199,600.00		7.283			360		702		60.26
15.01 - 20.00		1,273,928.22		9		0.91			141,547.58		7.549			348		674		69.48
20.01 - 25.00		4,722,703.97		20		3.38			236,135.20		7.301			343		709		75.30
25.01 - 30.00		11,878,889.84		43		8.49			276,253.25		7.446			359		692		73.53
30.01 - 35.00		19,680,842.11		65		14.07			302,782.19		7.333			359		690		74.35
35.01 - 40.00		26,494,128.14		103		18.94			257,224.55		7.269			355		694		72.64
40.01 - 45.00		22,410,402.23		79		16.02			283,675.98		7.510			349		691		75.12
45.01 - 50.00		29,383,840.33		112		21.01			262,355.72		7.597			350		686		76.58
50.01 - 55.00		1,187,639.55		7		0.85			169,662.79		7.555			355		677		67.66
55.01 or Greater		58,323.75		1		0.04			58,323.75		7.000			317		645		70.00
TOTAL	$	139,856,672.11		546		100.00	%	$	256,147.75		7.474	%		353		691		74.60	%

As of the Statistical Pool Calculation Date, the non-zero weighted average debt-to-income ratio of the sample Group 1-A-1 Loans was approximately 38.81% per annum.

Prepayment Penalty

Prepayment Penalty Term	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
No Prepay	$	23,896,434.04		115		17.09	%	$	207,795.08		7.909	%		352		692		75.48	%
6 Months		1,289,015.53		4		0.92			322,253.88		7.550			281		679		73.02
1 Year		43,920,645.99		150		31.40			292,804.31		7.362			357		693		74.74
2 Year		14,969,964.55		59		10.70			253,728.21		7.247			356		696		76.08
3 Year		38,280,349.69		141		27.37			271,491.84		7.439			353		684		73.17
5 Year		17,500,262.31		77		12.51			227,276.13		7.426			342		694		75.06
TOTAL	$	139,856,672.11		546		100.00	%	$	256,147.75		7.474	%		353		691		74.60	%

Months Remaining to Scheduled Maturity

Range of Months	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
121 - 180	$	3,084,200.35		18		2.21	%	$	171,344.46		7.123	%		167		678		73.10	%
181 - 240		250,750.00		1		0.18			250,750.00		7.000			240		670		85.00
241 - 360		136,521,721.76		527		97.62			259,054.50		7.483			357		691		74.62
TOTAL	$	139,856,672.11		546		100.00	%	$	256,147.75		7.474	%		353		691		74.60	%

As of the Statistical Pool Calculation Date, the weighted average months remaining to scheduled maturity of the sample Group 1-A-1 Loans was approximately 353 months.

S-55

Credit Scores

Range of Credit Scores	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
N/A	$	99,923.90		1		0.07	%	$	99,923.90		7.375	%		359		N/A		80.00	%
501 - 520		94,465.38		1		0.07			94,465.38		10.875			359		518		75.00
561 - 580		240,996.99		2		0.17			120,498.50		9.220			347		576		46.95
581 - 600		703,952.37		4		0.50			175,988.09		8.511			351		594		76.18
601 - 620		3,403,769.53		14		2.43			243,126.40		7.879			347		613		75.32
621 - 640		14,693,482.74		56		10.51			262,383.62		7.805			351		631		72.86
641 - 660		21,993,697.97		80		15.73			274,921.22		7.705			351		651		76.42
661 - 680		25,375,603.22		98		18.14			258,934.73		7.630			352		670		76.06
681 - 700		17,323,990.76		73		12.39			237,314.94		7.360			352		689		74.99
701 - 720		18,005,553.61		68		12.87			264,787.55		7.153			356		710		71.61
721 - 740		13,487,633.80		57		9.64			236,625.15		7.170			355		731		73.60
741 - 760		10,044,911.06		37		7.18			271,484.08		7.378			358		749		78.33
761 - 780		10,177,223.84		36		7.28			282,700.66		7.273			349		768		74.22
781 - 800		2,804,291.72		13		2.01			215,714.75		7.075			348		788		67.80
801 or Greater		1,407,175.22		6		1.01			234,529.20		6.938			357		805		72.66
TOTAL	$	139,856,672.11		546		100.00	%	$	256,147.75		7.474	%		353		691		74.60	%

As of the Statistical Pool Calculation Date, the weighted average credit score of the sample Group 1-A-1 Loans for which credit scores are available was approximately 691.

Range of Months to Roll

Number of Months	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
N/A (Fixed Rate Loans)	$	139,856,672.11		546		100.00	%	$	256,147.75		7.474	%		353		691		74.60	%
TOTAL	$	139,856,672.11		546		100.00	%	$	256,147.75		7.474	%		353		691		74.60	%

Loan Purposes

Loan Purpose	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
Purchase	$	72,578,796.12		297		51.90	%	$	244,373.05		7.541	%		354		697		78.62	%
Refinance Cash Out		55,563,855.08		198		39.73			280,625.53		7.421			352		683		69.85
Refinance Rate Term		11,714,020.91		51		8.38			229,686.68		7.312			347		688		72.22
TOTAL	$	139,856,672.11		546		100.00	%	$	256,147.75		7.474	%		353		691		74.60	%

S-56

Loan Group 1-A-2

The sample Group 1-A-2 Loans had an aggregate principal balance as of the Statistical Pool Calculation Date of approximately $519,743,425, after application of scheduled payments due on or before the Statistical Pool Calculation Date, whether or not received. Approximately 65.00% of the sample Group 1-A-2 Loans have adjustable rates and are secured by first liens on the related mortgaged property. Approximately 3.15% of the sample Group 1-A-2 Loans have fixed rates and are secured by second liens on the related mortgaged property.

The average principal balance of the sample Group 1-A-2 Loans at origination was approximately $253,541. No sample Group 1-A-2 Loan had a principal balance at origination of greater than approximately $1,999,950 or less than approximately $16,350. The average principal balance of the sample Group 1-A-2 Loans as of the Statistical Pool Calculation Date was approximately $252,180. No sample Group 1-A-2 Loan had a principal balance as of the Statistical Pool Calculation Date of greater than approximately $1,999,950 or less than approximately $16,333.

As of the Statistical Pool Calculation Date, the sample Group 1-A-2 Loans had mortgage rates ranging from approximately 4.875% per annum to approximately 14.875% per annum and the weighted average mortgage rate was approximately 4.784% per annum. The weighted average remaining term to stated maturity of the sample Group 1-A-2 Loans was approximately 346 months as of the Statistical Pool Calculation Date. None of the sample Group 1-A-2 Loans will have a first Due Date prior to March 1, 2002, or after June 1, 2006, or will have a remaining term to maturity of less than 135 months or greater than 360 months as of the Statistical Pool Calculation Date. The latest maturity date of any sample Group 1-A-2 Loan is May 1, 2036.

Approximately 0.05%, 55.75% and 14.08% of the sample Group 1-A-2 Loans have initial interest only periods of two, five and ten years, respectively.

The loan-to-value ratio of a sample mortgage loan secured by a first lien is equal to the ratio, expressed as a percentage, of the principal amount of the loan at origination, to the lesser of the appraised value of the related mortgaged property at the time of origination and the sales price. The combined loan-to-value ratio of a sample mortgage loan secured by a second lien is equal to the ratio, expressed as a percentage, of the principal amount of the loan at origination, plus the outstanding principal balance of the related senior lien, to the appraised value of the related mortgaged property at the time of origination. At origination, the weighted average of the loan-to-value ratios and combined loan-to-value ratios, as applicable, of the sample Group 1-A-2 Loans was approximately 76.86%. At origination, no loan-to-value ratio or combined loan-to-value ratio, as applicable, of any sample Group 1-A-2 Loan was greater than approximately 100.00% or less than approximately 8.45%.

Approximately 204 of the sample Group 1-A-2 Loans, representing approximately 3.72% of the sample mortgage pool (by aggregate outstanding principal balance as of the Statistical Pool Calculation Date) are balloon loans. The amount of the balloon payment on each of these mortgage loans is substantially in excess of the amount of the scheduled monthly payment on such mortgage loan for the period prior to the Due Date of the balloon payment. These sample Group 1-A-2 Loans have a weighted average remaining term to stated maturity of approximately 346 months.

None of the sample Group 1-A-2 Loans are buydown mortgage loans.

None of the Group 1-A-2 Loans will be subject to the Home Ownership and Equity Protection Act of 1994 or any comparable state law.

Substantially all of the sample Group 1-A-2 Loans will not have reached their first adjustment date as of the Closing Date.

S-57

Approximately 78.45% of the sample Group 1-A-2 Loans provide for prepayment charges.

With respect to substantially all of the Group 1-A-2 Loans, the minimum mortgage rate is equal to the gross margin.

As of the Closing Date, no loan-to-value ratio or combined loan-to-value ratio, as applicable, of any Group 1-A-2 Loan will be greater than 100.00%.

Set forth below is a description of certain additional characteristics of the sample Group 1-A-2 Loans as of the Statistical Pool Calculation Date, except as otherwise indicated. All percentages of the sample Group 1-A-2 Loans are approximate percentages by aggregate principal balance as of the Statistical Pool Calculation Date, except as otherwise indicated. Dollar amounts and percentages may not add up to totals due to rounding.

S-58

Mortgage Loan Programs(1)

Loan Programs	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
15Y Fixed Balloon	$	8,664,824.36		130		1.67	%	$	66,652.50		10.702	%		174		684		95.86	%
20Y Fixed Balloon		67,906.09		1		0.01			67,906.09		12.250			235		664		100.00
30Y Fixed Balloon		1,533,700.00		4		0.30			383,425.00		7.578			360		708		77.08
15Y Fixed Balloon - IO		6,010,877.58		59		1.16			101,879.28		11.125			176		690		95.67
30Y Fixed		75,261,549.07		391		14.48			192,484.78		7.569			338		681		74.30
30Y Fixed - IO		90,377,767.23		277		17.39			326,273.53		7.621			356		687		74.66
30Y LIB12M		932,170.33		5		0.18			186,434.07		7.889			359		674		76.59
30Y LIB12M - IO		21,827,606.00		58		4.20			376,338.03		7.045			359		690		75.45
30Y LIB1M		148,000.00		1		0.03			148,000.00		8.750			360		635		80.00
2/28 LIB6M		20,078,773.69		122		3.86			164,580.11		7.747			349		665		79.22
2/28 LIB6M - Balloon.		1,269,600.00		4		0.24			317,400.00		7.967			360		691		80.00
2/28 LIB6M - IO		49,951,538.79		186		9.61			268,556.66		7.527			357		676		78.87
3/27 LIB6M		4,862,531.90		20		0.94			243,126.60		7.703			354		706		77.66
3/27 LIB6M - Balloon.		226,400.00		1		0.04			226,400.00		8.875			360		608		74.97
3/27 LIB6M - IO		24,588,038.96		74		4.73			332,270.80		7.303			358		686		77.87
5/25 LIB12M		155,268.65		1		0.03			155,268.65		5.875			319		765		95.00
5/25 LIB12M - IO		220,000.00		1		0.04			220,000.00		6.750			359		719		57.90
5/25 LIB6M		15,833,720.10		66		3.05			239,904.85		7.737			359		673		74.76
5/25 LIB6M - Balloon.		1,551,713.30		5		0.30			310,342.66		7.201			358		721		79.45
5/25 LIB6M - IO		112,469,675.87		347		21.64			324,120.10		7.238			359		696		76.46
30Y LIB6M		23,331,629.54		97		4.49			240,532.26		6.927			322		691		76.69
30Y LIB6M - IO		42,516,313.09		159		8.18			267,398.20		7.088			332		709		78.37
7/23 LIB12M		78,195.56		1		0.02			78,195.56		6.000			319		706		80.00
7/23 LIB6M		1,069,693.82		4		0.21			267,423.46		7.389			355		694		75.35
7/23 LIB6M - IO		15,203,425.00		38		2.93			400,090.13		6.938			360		697		75.05
5/25 CMT1Y		916,653.60		7		0.18			130,950.51		6.097			319		733		83.13
7/23 CMT1Y		595,852.21		2		0.11			297,926.11		6.404			319		715		75.54
TOTAL	$	519,743,424.74		2,061		100.00	%	$	252,180.22		7.484	%		346		688		76.86	%

____________

(1) A mortgage loan with a loan program of “15Y Fixed Balloon”, “20Y Fixed Balloon” or “30Y Fixed Balloon” has an amortization term of 15, 20 or 30 years, respectively, has a mortgage rate that is fixed for the entire term and requires a balloon payment in year 15, 20 or 30, respectively. A mortgage loan with a loan program including the term “30Y LIB 12M” has a term of 30 years and the mortgage rate adjusts annually based on the value of One-Year LIBOR. A mortgage loan with a loan program including the term “30Y LIB 1M” has a term of 30 years and the mortgage rate adjusts monthly based on the value of One-Month LIBOR. A mortgage loan with a loan program including the term “2/28 LIB 6M” has a term of 30 years, the first two of which consist of a fixed rate period, and thereafter the mortgage rate adjusts semi-annually based on the value of Six-Month LIBOR. A mortgage loan with a loan program including the term “2/28 LIB 6M - Balloon” has a term of 30 years and amortizes over a 40 year term, the first two of which consist of a fixed rate period, and thereafter the mortgage rate adjusts semi-annually based on the value of Six-Month LIBOR. A mortgage loan with a loan program including the term “3/27 LIB 6M” has a term of 30 years, the first three of which consist of a fixed rate period, and thereafter the mortgage rate adjusts semi-annually based on the value of Six-Month LIBOR. A mortgage loan with a loan program including the term “3/27 LIB 6M - Balloon” has a term of 30 years and amortizes over a 40 year term, the first three of which consist of a fixed rate period, and thereafter the mortgage rate adjusts semi-annually based on the value of Six-Month LIBOR. A mortgage loan with a loan program including the term “5/25 LIB 12M” has a term of 30 years, the first five of which consist of a fixed rate period, and thereafter the mortgage rate adjusts annually based on the value of One-Year LIBOR. A mortgage loan with a loan program including the term “5/25 LIB 6M” has a term of 30 years, the first five of which consist of a fixed rate period, and thereafter the mortgage rate adjusts semi-annually based on the value of Six-Month LIBOR. A mortgage loan with a loan program including “5/25 LIB 6M - Balloon” has a term of 30 yeasrs and amortizes over a 40 year term, the first five of which consist of a fixed rate period, and thereafter adjusts semi-annually based on the value of Six-Month LIBOR. A mortgage loan with a loan program including the term “30Y LIB 6M” has a term of 30 years, and the mortgage rate adjusts semi-annually based on the value of Six-Month LIBOR. A mortgage loan with a loan program including the term “7/23 LIB 12M” has a term of 30 years, the first seven of which consist of a fixed rate period, and thereafter the mortgage rate adjusts annually based on the value of One-Year LIBOR. A mortgage loan with a loan program including the term “7/23 LIB 6M” has a term of 30 years, the first seven of which consist of a fixed rate period, and thereafter the mortgage rate adjusts semi-annually based on the value of Six-Month LIBOR. A mortgage loan with a loan program including the term “5/25 CMT1Y” has a term of 30 years, the first five of which consist of a fixed rate period, and thereafter the mortgage rate adjusts annually based on the value of One-Year CMT. A mortgage loan with a loan program including the term “7/23 CMT1Y” has a term of 30 years, the first seven of which consist of a fixed rate period, and thereafter the mortgage rate adjusts annually based on the value of One-Year CMT. Any mortgage loan with a loan program including the term “IO” has an interest only period. A mortgage loan with a loan program of “15Y Fixed”, “20Y Fixed” or “30Y Fixed” is a fixed-rate loan with a term of 15, 20 or 30 years, respectively.

S-59

Principal Balances as of Origination

Range of Mortgage Loan Principal Balances	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
0.00 - 250,000.00	$	180,341,615.43		1,276		34.70	%	$	141,333.55		7.761	%		332		686		78.32	%
250,000.01 - 300,000.00		51,002,689.77		187		9.81			272,741.66		7.509			350		688		76.89
300,000.01 - 350,000.00		46,811,069.26		145		9.01			322,834.96		7.339			352		695		79.06
350,000.01 - 400,000.00		43,335,531.45		117		8.34			370,389.16		7.360			346		693		76.55
400,000.01 - 450,000.00		32,166,145.80		76		6.19			423,238.76		7.208			354		693		77.21
450,000.01 - 500,000.00		29,593,116.43		63		5.69			469,732.01		7.267			354		693		76.37
500,000.01 - 550,000.00		19,751,621.74		38		3.80			519,779.52		7.230			354		679		77.19
550,000.01 - 600,000.00		33,656,146.74		59		6.48			570,443.17		7.246			357		692		78.41
600,000.01 - 650,000.00		20,207,314.55		32		3.89			631,478.58		7.419			354		686		74.71
650,000.01 - 700,000.00		6,077,540.62		9		1.17			675,282.29		7.335			359		676		74.48
700,000.01 - 750,000.00		18,268,124.90		25		3.51			730,725.00		7.692			358		680		74.38
750,000.01 - 800,000.00		3,038,734.08		4		0.58			759,683.52		6.659			350		671		72.22
800,000.01 - 850,000.00		1,650,000.00		2		0.32			825,000.00		6.998			359		746		77.55
850,000.01 - 900,000.00		900,000.00		1		0.17			900,000.00		7.750			360		652		64.29
900,000.01 - 950,000.00		1,887,500.00		2		0.36			943,750.00		7.132			360		735		77.52
950,000.01 - 1,000,000.00		8,878,073.97		9		1.71			986,452.66		7.056			355		706		66.28
1,050,000.01 - 1,150,000.00		2,190,000.00		2		0.42			1,095,000.00		7.253			360		663		47.44
1,150,000.01 - 1,200,000.00		2,386,500.00		2		0.46			1,193,250.00		6.913			359		634		71.37
1,200,000.01 - 1,300,000.00		2,500,000.00		2		0.48			1,250,000.00		7.120			360		692		72.55
1,300,000.01 - 1,400,000.00		6,646,750.00		5		1.28			1,329,350.00		7.950			360		669		73.00
1,400,000.01 - 1,450,000.00		1,435,000.00		1		0.28			1,435,000.00		7.125			359		640		70.00
1,450,000.01 - 1,750,000.00		3,060,000.00		2		0.59			1,530,000.00		7.413			358		668		67.34
1,800,000.01 or greater		3,959,950.00		2		0.76			1,979,975.00		6.433			359		749		67.23
TOTAL	$	519,743,424.74		2,061		100.00	%	$	252,180.22		7.484	%		346		688		76.86	%

As of origination, the average principal balance of the sample Group 1-A-2 Loans was approximately $253,541.

S-60

Principal Balances as of the Statistical Pool Calculation Date

Range of Mortgage Loan Principal Balances	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
0.01 - 250,000.00	$	180,375,193.03		1,280		34.70	%	$	140,918.12		7.766	%		332		686		78.35	%
250,000.01 - 300,000.00		52,008,151.53		189		10.01			275,175.40		7.490			348		689		76.77
300,000.01 - 350,000.00		46,468,080.30		143		8.94			324,951.61		7.339			352		694		79.06
350,000.01 - 400,000.00		42,948,623.93		115		8.26			373,466.30		7.375			348		691		76.41
400,000.01 - 450,000.00		32,330,277.31		76		6.22			425,398.39		7.178			354		695		76.77
450,000.01 - 500,000.00		29,528,770.21		62		5.68			476,270.49		7.273			352		688		76.77
500,000.01 - 550,000.00		19,847,585.04		38		3.82			522,304.87		7.177			353		682		77.50
550,000.01 - 600,000.00		33,151,255.27		58		6.38			571,573.37		7.276			358		690		78.55
600,000.01 - 650,000.00		20,207,314.55		32		3.89			631,478.58		7.419			354		686		74.71
650,000.01 - 700,000.00		6,077,540.62		9		1.17			675,282.29		7.335			359		676		74.48
700,000.01 - 750,000.00		18,979,108.98		26		3.65			729,965.73		7.642			356		678		74.17
750,000.01 - 800,000.00		2,327,750.00		3		0.45			775,916.67		6.746			360		684		73.32
800,000.01 - 850,000.00		1,650,000.00		2		0.32			825,000.00		6.998			359		746		77.55
850,000.01 - 900,000.00		900,000.00		1		0.17			900,000.00		7.750			360		652		64.29
900,000.01 - 950,000.00		2,836,073.97		3		0.55			945,357.99		7.046			346		706		77.32
950,000.01 - 1,000,000.00		7,929,500.00		8		1.53			991,187.50		7.077			359		712		65.01
1,050,000.01 - 1,150,000.00		2,190,000.00		2		0.42			1,095,000.00		7.253			360		663		47.44
1,150,000.01 - 1,200,000.00		2,386,500.00		2		0.46			1,193,250.00		6.913			359		634		71.37
1,200,000.01 - 1,300,000.00		2,500,000.00		2		0.48			1,250,000.00		7.120			360		692		72.55
1,300,000.01 - 1,400,000.00		6,646,750.00		5		1.28			1,329,350.00		7.950			360		669		73.00
1,400,000.01 - 1,450,000.00		1,435,000.00		1		0.28			1,435,000.00		7.125			359		640		70.00
1,450,000.01 - 1,750,000.00		3,060,000.00		2		0.59			1,530,000.00		7.413			358		668		67.34
1,800,000.01 or greater		3,959,950.00		2		0.76			1,979,975.00		6.433			359		749		67.23
TOTAL	$	519,743,424.74		2,061		100.00	%	$	252,180.22		7.484	%		346		688		76.86	%

As of the Statistical Pool Calculation Date, the average current principal balance of the sample Group 1-A-2 Loans was approximately $252,180.

S-61

MortgageRates

Range of Mortgage Rates (%)	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
4.500 - 4.999	$	999,264.90		3		0.19	%	$	333,088.30		4.875	%		320		765		63.80	%
5.000 - 5.499		2,038,906.05		7		0.39			291,272.29		5.331			323		741		69.50
5.500 - 5.999		6,697,627.75		29		1.29			230,952.68		5.762			330		708		72.94
6.000 - 6.499		36,124,989.62		132		6.95			273,674.16		6.253			345		711		73.30
6.500 - 6.999		120,614,577.69		395		23.21			305,353.36		6.741			347		702		74.07
7.000 - 7.499		120,176,085.79		421		23.12			285,453.89		7.200			352		689		76.76
7.500 - 7.999		126,120,250.89		473		24.27			266,639.01		7.697			356		681		76.76
8.000 - 8.499		49,893,360.22		202		9.60			246,996.83		8.169			352		677		78.16
8.500 - 8.999		24,321,473.61		115		4.68			211,491.07		8.656			346		660		79.96
9.000 - 9.499		9,362,791.80		55		1.80			170,232.58		9.150			319		661		83.86
9.500 - 9.999		7,457,050.83		47		1.43			158,660.66		9.684			303		663		84.43
10.000 - 10.499		1,523,040.45		22		0.29			69,229.11		10.163			246		684		91.75
10.500 - 10.999		3,558,605.59		44		0.68			80,877.40		10.648			250		682		92.09
11.000 - 11.499		1,961,712.88		16		0.38			122,607.06		11.234			208		685		96.83
11.500 - 11.999		3,267,987.44		28		0.63			116,713.84		11.713			247		655		93.76
12.000 - 12.499		2,717,317.40		29		0.52			93,700.60		12.130			195		686		97.71
12.500 - 12.999		1,114,250.44		17		0.21			65,544.14		12.630			203		677		96.87
13.000 - 13.499		1,419,250.41		16		0.27			88,703.15		13.215			282		661		93.11
13.500 - 13.999		282,334.88		8		0.05			35,291.86		13.669			175		647		95.31
14.000 - 14.499		26,575.91		1		0.01			26,575.91		14.125			175		650		95.00
14.500 - 14.999		65,970.19		1		0.01			65,970.19		14.875			177		655		95.00
TOTAL	$	519,743,424.74		2,061		100.00	%	$	252,180.22		7.484	%		346		688		76.86	%

As of the Statistical Pool Calculation Date, the weighted average mortgage rate of the sample Group 1-A-2 Loans was approximately 7.484% per annum.

S-62

Next Adjustment Date

Next Adjustment Date	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
N/A (Fixed Rate Loans)	$	181,916,624.33		862		35.00	%	$	211,040.17		7.863	%		334		684		76.25	%
April 2006		12,346,217.48		56		2.38			220,468.17		6.594			319		705		74.45
May 2006		23,675,993.89		101		4.56			234,415.78		6.952			321		695		78.97
June 2006		13,656,185.24		59		2.63			231,460.77		7.020			321		705		79.25
July 2006		2,911,870.66		13		0.56			223,990.05		8.142			337		708		84.30
August 2006		7,412,249.89		24		1.43			308,843.75		7.882			348		702		78.55
September 2006		10,583,636.01		39		2.04			271,375.28		7.235			341		698		79.50
October 2006		1,436,693.00		4		0.28			359,173.25		7.330			359		684		68.64
December 2006		768,950.00		3		0.15			256,316.67		7.001			357		683		74.87
January 2007		3,583,689.83		7		0.69			511,955.69		6.448			358		725		69.90
February 2007		12,177,306.50		31		2.34			392,816.34		7.061			359		685		76.66
March 2007		5,659,137.00		19		1.09			297,849.32		7.493			360		678		76.45
April 2007		416,000.00		2		0.08			208,000.00		8.163			360		670		80.00
July 2007		264,000.00		1		0.05			264,000.00		5.750			352		678		80.00
August 2007		312,682.29		2		0.06			156,341.15		6.821			353		661		85.00
September 2007		7,046,162.44		34		1.36			207,240.07		7.076			353		611		83.64
October 2007		6,167,993.99		40		1.19			154,199.85		6.575			350		685		81.46
November 2007		6,679,082.32		26		1.29			256,887.78		6.160			342		716		73.37
December 2007		6,469,938.58		26		1.24			248,843.79		7.466			357		661		75.81
January 2008		9,937,680.79		43		1.91			231,108.86		7.879			358		675		78.35
February 2008		16,515,239.16		68		3.18			242,871.16		7.772			359		686		77.92
March 2008		15,668,344.00		54		3.01			290,154.52		8.029			360		683		77.05
April 2008		935,200.00		4		0.18			233,800.00		7.660			360		667		80.00
July 2008		148,840.42		1		0.03			148,840.42		6.250			352		814		50.00
August 2008		332,800.00		1		0.06			332,800.00		6.290			353		701		80.00
September 2008		193,585.69		2		0.04			96,792.85		7.220			354		722		73.94
October 2008		284,000.00		1		0.05			284,000.00		6.750			355		652		80.00
November 2008		488,050.00		2		0.09			244,025.00		6.427			356		681		87.69
December 2008		1,552,000.00		3		0.30			517,333.33		6.974			357		642		75.20
January 2009		3,964,824.58		14		0.76			283,201.76		7.423			358		695		78.32
February 2009		11,667,230.69		34		2.24			343,153.84		7.366			359		705		79.35
March 2009		9,829,638.00		28		1.89			351,058.50		7.516			360		675		75.94
April 2009		287,100.00		2		0.06			143,550.00		7.500			360		678		76.10
October 2009		800,741.59		4		0.15			200,185.40		6.281			319		717		79.06
April 2010		297,913.30		1		0.06			297,913.30		6.875			349		733		80.00
October 2010		570,625.00		2		0.11			285,312.50		7.043			355		670		77.98
November 2010		536,856.33		2		0.10			268,428.17		6.375			356		712		80.22
December 2010		190,503.90		1		0.04			190,503.90		6.750			357		683		77.96
January 2011		8,931,548.17		26		1.72			343,521.08		7.194			358		689		76.60
February 2011		36,918,789.67		117		7.10			315,545.21		7.091			359		700		76.51
March 2011		54,754,146.00		176		10.53			311,103.10		7.505			360		690		76.39
April 2011		25,178,829.00		84		4.84			299,747.96		7.421			360		691		76.55
May 2011		128,100.00		1		0.02			128,100.00		7.500			360		664		70.00
January 2013		1,194,750.00		3		0.23			398,250.00		6.993			358		725		73.99
February 2013		5,018,950.00		16		0.97			313,684.38		7.097			359		698		80.20
March 2013		6,810,925.00		16		1.31			425,682.81		6.910			360		692		71.60
April 2013		3,121,800.00		6		0.60			520,300.00		6.917			360		694		74.02
TOTAL	$	519,743,424.74		2,061		100.00	%	$	252,180.22		7.484	%		346		688		76.86	%

As of the Statistical Pool Calculation Date, the weighted average remaining months to the next adjustment date of the sample Group 1-A-2 Loans was approximately 36 months.

S-63

Gross Margin

Range of Gross Margins (%)	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
N/A (Fixed Rate Loans)	$	181,916,624.33		862		35.00	%	$	211,040.17		7.863	%		334		684		76.25	%
1.250 - 1.499		920,490.88		2		0.18			460,245.44		5.375			319		750		70.00
1.750 - 1.999		895,774.08		4		0.17			223,943.52		5.977			320		717		59.20
2.000 - 2.249		1,270,362.83		6		0.24			211,727.14		6.543			327		718		72.20
2.250 - 2.499		14,193,255.92		56		2.73			253,451.00		6.458			324		729		72.10
2.500 - 2.749		16,916,104.94		72		3.25			234,945.90		6.666			320		713		78.40
2.750 - 2.999		17,691,282.53		77		3.40			229,756.92		6.993			327		683		80.73
3.000 - 3.249		23,582,856.28		83		4.54			284,130.80		7.325			347		698		75.42
3.250 - 3.499		71,932,355.52		249		13.84			288,884.96		7.473			358		690		77.69
3.500 - 3.749		113,354,331.72		367		21.81			308,867.39		7.338			359		694		76.47
3.750 - 3.999		21,369,663.24		60		4.11			356,161.05		7.219			357		695		76.23
4.000 - 4.249		23,227,152.78		62		4.47			374,631.50		7.226			357		686		76.48
4.250 - 4.499		1,597,563.31		10		0.31			159,756.33		8.993			350		668		84.23
4.500 - 4.749		1,214,359.29		7		0.23			173,479.90		8.874			348		672		87.23
4.750 - 4.999		2,124,359.56		12		0.41			177,029.96		7.432			355		687		84.17
5.000 - 5.249		3,520,919.93		15		0.68			234,728.00		7.381			349		669		77.41
5.250 - 5.499		4,197,844.37		19		0.81			220,939.18		6.972			356		653		81.06
5.500 - 5.749		3,754,287.57		20		0.72			187,714.38		7.806			356		645		78.72
5.750 - 5.999		7,525,473.33		34		1.45			221,337.45		6.852			355		632		81.37
6.000 - 6.249		2,002,867.63		14		0.39			143,061.97		7.150			353		639		82.45
6.250 - 6.499		1,035,067.78		8		0.20			129,383.47		7.335			356		636		75.06
6.500 - 6.749		1,620,494.52		5		0.31			324,098.90		8.075			354		618		89.62
6.750 - 6.999		1,115,453.79		6		0.21			185,908.97		7.867			358		689		78.93
7.250 - 7.499		417,565.63		3		0.08			139,188.54		7.935			359		645		77.02
7.500 - 7.749		317,846.80		2		0.06			158,923.40		7.950			356		681		78.02
7.750 - 7.999		400,000.00		1		0.08			400,000.00		11.500			360		546		74.49
8.750 - 8.999		940,190.00		2		0.18			470,095.00		9.800			359		660		86.00
10.250 - 10.499		184,848.88		1		0.04			184,848.88		11.375			358		625		95.00
10.500 - 10.749		346,527.30		1		0.07			346,527.30		11.500			358		662		95.00
10.750 - 10.999		157,500.00		1		0.03			157,500.00		11.750			359		649		90.00
TOTAL	$	519,743,424.74		2,061		100.00	%	$	252,180.22		7.484	%		346		688		76.86	%

As of the Statistical Pool Calculation Date, the weighted average Gross Margin of the sample Group 1-A-2 Loans was approximately 3.547% per annum.

S-64

Maximum Mortgage Rate

Range of Maximum Mortgage Rates (%)	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
N/A (Fixed Rate Loans)	$	181,916,624.33		862		35.00	%	$	211,040.17		7.863	%		334		684		76.25	%
8.500 - 8.999		1,337,305.29		5		0.26			267,461.06		6.236			319		739		54.98
9.000 - 9.499		2,187,160.95		6		0.42			364,526.83		5.970			319		756		65.35
9.500 - 9.999		3,159,683.92		11		0.61			287,243.99		6.520			320		742		66.53
10.000 - 10.499		4,078,766.23		21		0.78			194,226.96		6.460			320		729		69.73
10.500 - 10.999		6,119,021.90		25		1.18			244,760.88		6.416			320		729		74.47
11.000 - 11.499		7,718,952.00		30		1.49			257,298.40		6.537			321		718		76.87
11.500 - 11.999		16,158,339.67		57		3.11			283,479.64		6.442			339		703		77.55
12.000 - 12.499		29,932,432.79		104		5.76			287,811.85		6.521			350		702		76.56
12.500 - 12.999		72,279,587.03		244		13.91			296,227.82		6.774			352		695		76.59
13.000 - 13.499		67,145,836.40		228		12.92			294,499.28		7.193			357		691		77.32
13.500 - 13.999		75,255,160.44		270		14.48			278,722.82		7.684			357		683		77.94
14.000 - 14.499		27,915,512.17		97		5.37			287,788.79		8.108			357		675		78.28
14.500 - 14.999		14,836,347.70		55		2.85			269,751.78		8.569			356		658		78.44
15.000 - 15.499		3,355,015.76		14		0.65			239,643.98		9.013			358		655		81.96
15.500 - 15.999		3,020,050.25		14		0.58			215,717.88		9.530			349		675		85.70
16.500 - 16.999		716,819.40		4		0.14			179,204.85		10.472			354		651		85.44
17.000 - 17.499		386,453.11		3		0.07			128,817.70		10.812			336		649		94.33
17.500 - 17.999		870,988.62		4		0.17			217,747.16		11.710			355		672		92.44
18.000 - 18.499		630,755.00		3		0.12			210,251.67		11.683			360		588		81.38
19.000 - 19.499		722,611.78		4		0.14			180,652.95		13.181			358		655		90.00
TOTAL	$	519,743,424.74		2,061		100.00	%	$	252,180.22		7.484	%		346		688		76.86	%

As of the Statistical Pool Calculation Date, the weighted average Maximum Mortgage Rate of the sample Group 1-A-2 Loans was approximately 13.086% per annum.

Initial Fixed-Rate Period

Initial Fixed Period	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
N/A (Fixed Rate Loans)	$	181,916,624.33		862		35.00	%	$	211,040.17		7.863	%		334		684		76.25	%
1		148,000.00		1		0.03			148,000.00		8.750			360		635		80.00
6		65,847,942.63		256		12.67			257,218.53		7.031			328		702		77.77
12		22,759,776.33		63		4.38			361,266.29		7.080			359		690		75.50
24		71,299,912.48		312		13.72			228,525.36		7.597			355		673		78.99
36		29,676,970.86		95		5.71			312,389.17		7.380			358		689		77.81
60		131,147,031.52		427		25.23			307,135.91		7.287			358		694		76.33
84		16,947,166.59		45		3.26			376,603.70		6.943			358		698		75.11
TOTAL	$	519,743,424.74		2,061		100.00	%	$	252,180.22		7.484	%		346		688		76.86	%

S-65

Initial Rate Cap

Initial Cap (%)	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
N/A (Fixed Rate Loans)	$	181,916,624.33		862		35.00	%	$	211,040.17		7.863	%		334		684		76.25	%
1.000		65,554,090.90		255		12.61			257,074.87		7.034			328		703		77.76
1.500		104,693.90		1		0.02			104,693.90		9.875			320		618		80.00
2.000		28,496,531.34		79		5.48			360,715.59		7.077			359		691		76.36
3.000		231,198,960.36		819		44.48			282,294.21		7.391			358		687		77.16
5.000		9,918,390.42		34		1.91			291,717.37		6.883			352		697		77.13
6.000		2,554,133.49		11		0.49			232,193.95		7.264			357		684		74.10
TOTAL	$	519,743,424.74		2,061		100.00	%	$	252,180.22		7.484	%		346		688		76.86	%

Subsequent Rate Cap

Subsequent Cap (%)	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
N/A (Fixed Rate Loans)	$	181,916,624.33		862		35.00	%	$	211,040.17		7.863	%		334		684		76.25	%
1.000		303,566,445.94		1,093		58.41			277,736.91		7.287			351		691		77.34
1.500		1,615,791.07		6		0.31			269,298.51		9.296			353		574		75.48
2.000		32,644,563.40		100		6.28			326,445.63		7.118			357		691		75.88
TOTAL	$	519,743,424.74		2,061		100.00	%	$	252,180.22		7.484	%		346		688		76.86	%

S-66

Original Loan-to-Value Ratios*

Range of Loan-to-Value Ratios (%)	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
0.01 - 10.00	$	80,141.94		1		0.02	%	$	80,141.94		8.000	%		358		633		8.45	%
10.01 - 15.00		108,000.00		1		0.02			108,000.00		6.625			180		683		13.76
15.01 - 20.00		111,000.00		1		0.02			111,000.00		7.000			361		643		19.31
20.01 - 25.00		371,260.77		3		0.07			123,753.59		6.915			273		699		23.44
25.01 - 30.00		816,124.91		7		0.16			116,589.27		7.574			339		658		28.17
30.01 - 35.00		1,370,149.43		9		0.26			152,238.83		7.269			354		684		31.85
35.01 - 40.00		5,175,114.72		16		1.00			323,444.67		6.981			342		708		38.12
40.01 - 45.00		1,360,913.73		8		0.26			170,114.22		6.616			359		689		42.40
45.01 - 50.00		5,658,781.31		24		1.09			235,782.55		6.924			345		702		48.12
50.01 - 55.00		6,397,517.51		24		1.23			266,563.23		7.033			342		687		53.26
55.01 - 60.00		8,204,162.83		31		1.58			264,650.41		6.758			345		683		57.89
60.01 - 65.00		19,230,645.60		53		3.70			362,842.37		7.122			351		694		63.55
65.01 - 70.00		77,677,706.27		248		14.95			313,216.56		7.119			351		691		69.48
70.01 - 75.00		56,386,310.93		187		10.85			301,531.07		7.468			354		685		74.56
75.01 - 80.00		272,684,656.61		985		52.47			276,837.21		7.406			354		687		79.84
80.01 - 85.00		5,465,569.94		28		1.05			195,198.93		7.411			335		692		84.15
85.01 - 90.00		27,361,918.44		167		5.26			163,843.82		8.095			318		694		89.80
90.01 - 95.00		22,229,424.68		176		4.28			126,303.55		8.648			309		694		94.88
95.01 +		9,054,025.12		92		1.74			98,413.32		11.005			180		680		99.83
TOTAL	$	519,743,424.74		2,061		100.00	%	$	252,180.22		7.484	%		346		688		76.86	%

The minimum and maximum loan-to-value ratios of the sample Group 1-A-2 Loans at origination were approximately 8.45% and 100.00%, respectively, and the weighted average of the loan-to-value ratios of the sample Group 1-A-2 Loans at origination was approximately 76.86%.

*Combined loan-to-value ratios with respect to the sample mortgage loans secured by second liens.

Notwithstanding the foregoing table, the final pool of mortgage loans will not include any mortgage loan with a loan-to-value ratio in excess of 100.00%.

Occupancy Types

Occupancy	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
Investment	$	131,932,660.90		622		25.38	%	$	212,110.39		7.631	%		349		704		74.70	%
Owner Occupied		361,205,295.34		1,323		69.50			273,019.88		7.426			344		683		77.66
Second Home		26,605,468.50		116		5.12			229,357.49		7.546			348		691		76.71
TOTAL	$	519,743,424.74		2,061		100.00	%	$	252,180.22		7.484	%		346		688		76.86	%

Occupancy type is based on the representation of the borrower at the time of origination.

S-67

Mortgage Loan Program and Documentation Type

Document Type	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
Progressive Series Program (Alternative Documentation)	$	263,699.58		4		0.05	%	$	65,924.90		8.173	%		261		633		87.65	%
Progressive Express Program (No Documentation Program)		19,464,929.96		102		3.75			190,832.65		8.038			338		697		78.03
Progressive Express Program No Documentation Program (Verified Assets)		3,925,373.64		17		0.76			230,904.33		7.730			353		696		79.94
Progressive Express Program (Non-Verified Assets)		32,731,350.20		174		6.30			188,111.21		7.923			328		670		80.78
Progressive Express Program (Verified Assets)		47,369,705.48		192		9.11			246,717.22		7.373			336		694		80.81
Progressive Series Program (Full/Income Stated Assets)		680,940.60		4		0.13			170,235.15		7.670			354		712		62.27
Progressive Series Program (Full Documentation)		40,066,865.31		197		7.71			203,385.10		7.045			341		679		76.00
Progressive Series Program (No Income/No Assets)		8,383,987.35		48		1.61			174,666.40		6.579			348		693		77.81
Progressive Series Program (Stated Income/Stated Assets)		14,292,111.20		50		2.75			285,842.22		7.511			355		688		75.14
Progressive Series Program (Stated Documentation)		352,564,461.42		1,273		67.83			276,955.59		7.495			349		690		76.03
TOTAL	$	519,743,424.74		2,061		100.00	%	$	252,180.22		7.484	%		346		688		76.86	%

See “—Underwriting Criteria” below for a detailed description of the Sponsor’s loan programs and documentation requirements.

S-68

Risk Categories

Credit Grade Category	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
ALT B/A	$	199,816.75		1		0.04	%	$	199,816.75		11.750	%		177		649		100.00	%
A		179,303,857.82		690		34.50			259,860.66		7.628			346		653		76.69
A+		234,332,337.18		863		45.09			271,532.26		7.251			348		722		75.84
A-		19,778,998.26		88		3.81			224,761.34		7.654			355		605		74.57
B		620,000.00		1		0.12			620,000.00		9.250			360		532		74.70
CX		116,437.41		1		0.02			116,437.41		6.750			136		735		63.30
Progressive Express I		48,325,243.07		218		9.30			221,675.43		7.600			340		723		81.48
Progressive Express II		32,549,250.49		174		6.26			187,064.66		7.838			326		653		80.64
Progressive Express III		2,021,675.50		13		0.39			155,513.50		8.348			336		610		67.19
Progressive Express IV		1,197,608.03		7		0.23			171,086.86		8.567			316		591		68.67
Progressive Express V		416,208.43		2		0.08			208,104.22		8.691			359		586		71.89
Progressive Express VI		881,991.80		3		0.17			293,997.27		10.755			359		550		73.38
Total	$	519,743,424.74		2,061		100.00	%	$	252,180.22		7.484	%		346		688		76.86	%

_________________

⁽¹⁾ All of these sample Group 1-A-2 Loans were reviewed and placed into risk categories based on the credit standards of the Progressive Series Program. Credit grades of ALT B/A, A, A+, A-, B and CX correspond to Progressive Series I+, I and II, III and III+ and IV respectively.

⁽²⁾ These sample Group 1-A-2 Loans were originated under the Sponsor’s Progressive Express™ Program. The underwriting for these sample Group 1-A-2 Loans is generally based on the borrower’s “Credit Score” score and therefore these sample Group 1-A-2 Loans do not correspond to the alphabetical risk categories listed above. Each mortgage loan originated pursuant to the Express Priority Refi™ Program has been placed in either Progressive Express™ Program II or III.

See “—Underwriting Criteria” below for a description of the Sponsor’s risk categories.

S-69

Property Types

Property Type	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
2 Family	$	31,413,982.25		110		6.04	%	$	285,581.66		7.378	%		345		700		74.77	%
2-4 Family Unit		295,174.62		5		0.06			59,034.92		10.093			219		708		97.35
3 Family		15,270,014.15		45		2.94			339,333.65		7.810			346		702		74.87
4 Family		14,575,749.16		40		2.80			364,393.73		7.902			346		686		75.65
Condominium		56,605,936.57		268		10.89			211,216.18		7.542			347		700		78.16
Condominium Non-Warrantable		131,817.72		1		0.03			131,817.72		7.875			358		673		80.00
Condotel		2,750,776.57		10		0.53			275,077.66		7.331			350		686		75.06
Deminimis Planned Unit Development		73,435,302.99		242		14.13			303,451.67		7.301			350		690		77.96
Hi-Rise		14,319,672.20		52		2.76			275,378.31		7.677			345		694		77.62
Planned Unit Development		18,391,866.94		88		3.54			208,998.49		7.581			335		667		78.50
Single Family Residence		289,916,610.73		1,187		55.78			244,243.14		7.477			345		685		76.55
Townhouse		2,636,520.84		13		0.51			202,809.30		7.369			357		676		78.77
TOTAL	$	519,743,424.74		2,061		100.00	%	$	252,180.22		7.484	%		346		688		76.86	%

Geographic Distribution of Mortgaged Properties

State	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
California	$	228,675,765.01		686		44.00	%	$	333,346.60		7.286	%		347		690		75.77	%
Florida		94,290,975.40		465		18.14			202,776.29		7.728			347		688		77.54
New York		25,870,636.77		65		4.98			398,009.80		7.699			351		689		73.78
Arizona		19,936,352.85		98		3.84			203,432.17		7.662			349		689		79.82
Virginia		16,423,722.03		57		3.16			288,135.47		7.451			345		685		78.71
Illinois		14,730,963.27		65		2.83			226,630.20		7.862			353		686		75.81
Maryland		13,490,955.22		50		2.60			269,819.10		7.769			349		670		76.69
New Jersey		12,662,117.16		45		2.44			281,380.38		7.818			343		689		76.06
Georgia		9,044,043.83		51		1.74			177,334.19		7.267			328		679		81.84
Nevada		8,703,417.85		41		1.67			212,278.48		7.390			351		699		77.72
Colorado		7,868,577.15		49		1.51			160,583.21		7.403			326		694		80.28
Texas		7,765,628.59		52		1.49			149,339.01		7.902			329		686		82.24
Massachusetts		7,352,037.43		35		1.41			210,058.21		7.323			340		691		78.76
Washington		7,329,273.24		36		1.41			203,590.92		7.324			344		690		78.99
Hawaii		5,874,805.65		13		1.13			451,908.13		7.021			346		697		70.47
Other		39,724,153.29		253		7.64			157,012.46		7.625			337		684		79.06
TOTAL	$	519,743,424.74		2,061		100.00	%	$	252,180.22		7.484	%		346		688		76.86	%

No more than approximately 0.83% of the sample Group 1-A-2 Loans (by aggregate outstanding principal balance as of the Statistical Pool Calculation Date) are secured by mortgaged properties located in any one zip code.

S-70

Debt-to-Income Ratio

Range of Debt-to-Income Ratio (%)	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
0.00 - 5.00	$	99,026,283.32		446		19.05	%	$	222,032.03		7.561	%		334		693		79.59	%
5.01 - 10.00		1,608,976.06		6		0.31			268,162.68		6.996			335		694		73.00
10.01 - 15.00		4,213,728.66		15		0.81			280,915.24		7.083			350		697		69.31
15.01 - 20.00		6,352,496.02		32		1.22			198,515.50		7.274			343		695		66.88
20.01 - 25.00		13,381,716.65		60		2.57			223,028.61		7.259			348		707		73.57
25.01 - 30.00		34,894,724.49		132		6.71			264,353.97		7.406			348		690		73.44
30.01 - 35.00		75,712,316.08		271		14.57			279,381.24		7.308			351		691		73.56
35.01 - 40.00		74,164,870.06		303		14.27			244,768.55		7.446			346		692		77.16
40.01 - 45.00		98,648,108.35		368		18.98			268,065.51		7.501			350		682		77.16
45.01 - 50.00		107,384,416.11		410		20.66			261,913.21		7.628			348		683		78.68
50.01 - 55.00		3,319,708.50		14		0.64			237,122.04		7.862			342		658		75.37
55.01 or Greater		1,036,080.44		4		0.20			259,020.11		7.307			333		673		78.11
TOTAL	$	519,743,424.74		2,061		100.00	%	$	252,180.22		7.484	%		346		688		76.86	%

As of the Statistical Pool Calculation Date, the non-zero, weighted average debt-to-income ratio of the sample Group 1-A-2 Loans was approximately 38.94% per annum.

Prepayment Penalty

Prepayment Penalty Term	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
1 Year	$	175,022,051.17		582		33.67	%	$	300,725.17		7.296	%		351		692		76.08	%
2 Year		86,525,757.29		377		16.65			229,511.29		7.477			347		677		78.71
3 Year		89,046,598.06		338		17.13			263,451.47		7.315			348		686		75.78
4 Year		395,900.00		2		0.08			197,950.00		8.046			358		684		80.00
5 Year		53,783,137.61		241		10.35			223,166.55		7.278			334		694		75.24
6 Months		2,979,143.43		14		0.57			212,795.96		7.964			348		703		78.85
No Prepay		111,990,837.18		507		21.55			220,889.23		8.004			340		691		78.21
TOTAL	$	519,743,424.74		2,061		100.00	%	$	252,180.22		7.484	%		346		688		76.86	%

Months Remaining to Scheduled Maturity

Range of Months	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
121 - 180	$	19,099,642.87		226		3.67	%	$	84,511.69		10.198	%		171		688		90.74	%
181 - 240		739,841.70		6		0.14			123,306.95		7.724			230		680		79.79
241 - 360		499,903,940.17		1,829		96.18			273,320.91		7.380			352		688		76.32
TOTAL	$	519,743,424.74		2,061		100.00	%	$	252,180.22		7.484	%		346		688		76.86	%

As of the Statistical Pool Calculation Date, the weighted average months remaining to scheduled maturity of the sample Group 1-A-2 Loans was approximately 346 months.

S-71

Credit Scores

Range of Credit Scores	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
N/A	$	1,230,465.17		14		0.24	%	$	87,890.37		8.629	%		284		N/A		86.90	%
521 - 540		620,000.00		1		0.12			620,000.00		9.250			360		532		74.70
541 - 560		881,991.80		3		0.17			293,997.27		10.755			359		550		73.38
561 - 580		444,240.94		3		0.09			148,080.31		7.875			357		576		67.87
581 - 600		7,605,912.70		42		1.46			181,093.16		7.520			348		591		78.70
601 - 620		17,595,999.06		71		3.39			247,830.97		7.913			352		612		71.75
621 - 640		56,718,909.28		222		10.91			255,490.58		7.801			346		631		76.28
641 - 660		86,570,790.46		330		16.66			262,335.73		7.649			345		651		76.25
661 - 680		69,742,323.48		306		13.42			227,916.09		7.727			343		670		79.14
681 - 700		77,725,472.77		305		14.95			254,837.62		7.424			348		690		78.07
701 - 720		63,576,730.49		243		12.23			261,632.64		7.311			348		710		77.73
721 - 740		51,454,942.91		198		9.90			259,873.45		7.210			343		730		76.98
741 - 760		42,761,402.16		148		8.23			288,928.39		7.090			346		751		74.82
761 - 780		27,903,812.02		109		5.37			255,998.28		7.132			342		770		74.96
781 - 800		13,081,867.31		52		2.52			251,574.37		7.062			344		788		77.13
801 or Greater		1,828,564.19		14		0.35			130,611.73		7.226			333		807		64.70
TOTAL	$	519,743,424.74		2,061		100.00	%	$	252,180.22		7.484	%		346		688		76.86	%

As of the Statistical Pool Calculation Date, the weighted average credit score of the sample Group 1-A-2 Loans for which credit scores are available was approximately 688.

Range of Months to Roll

Number of Months	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
N/A	$	181,916,624.33		862		35.00	%	$	211,040.17		7.863	%		334		684		76.25	%
1 - 12		94,211,929.50		356		18.13			264,640.25		7.090			335		698		77.62
13 - 18		8,038,844.73		39		1.55			206,124.22		7.078			353		618		83.39
19 - 24		61,438,278.84		257		11.82			239,059.45		7.527			356		684		77.40
25 - 31		1,894,426.11		9		0.36			210,491.79		7.127			357		688		77.02
32 - 49		28,887,498.16		88		5.56			328,267.02		7.354			358		690		77.93
50 - 55		570,625.00		2		0.11			285,312.50		7.043			355		670		77.98
56 - 79		126,638,773.07		407		24.37			311,151.78		7.340			360		693		76.48
80 +		16,146,425.00		41		3.11			393,815.24		6.976			360		697		74.92
TOTAL	$	519,743,424.74		2,061		100.00	%	$	252,180.22		7.484	%		346		688		76.86	%

As of the Statistical Pool Calculation Date, the weighted average months to roll of the sample Group 1-A-2 Loans was approximately 36 months.

Loan Purposes

Loan Purpose	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
Purchase	$	316,524,678.47		1,312		60.90	%	$	241,253.57		7.548	%		345		695		79.65	%
Refinance Cash Out		162,279,241.85		593		31.22			273,658.08		7.430			348		676		72.15
Refinance Rate Term		40,939,504.42		156		7.88			262,432.72		7.206			343		691		73.92
TOTAL	$	519,743,424.74		2,061		100.00	%	$	252,180.22		7.484	%		346		688		76.86	%

S-72

Loan Group 2

The sample Group 2 Loans had an aggregate principal balance as of the Statistical Pool Calculation Date of approximately $260,537,989, after application of scheduled payments due on or before the Statistical Pool Calculation Date, whether or not received. All of the sample Group 2 Loans are secured by first liens on the related mortgaged property.

The average principal balance of the sample Group 2 Loans at origination was approximately $947,703. No sample Group 2 Loan had a principal balance at origination of greater than approximately $7,200,000 or less than approximately $90,000. The average principal balance of the sample Group 2 Loans as of the Statistical Pool Calculation Date was approximately $947,411. No sample Group 2 Loan had a principal balance as of the Statistical Pool Calculation Date of greater than $7,194,230 or less than approximately $90,000.

As of the Statistical Pool Calculation Date, the sample Group 2 Loans had mortgage rates ranging from approximately 5.875% per annum to approximately 8.750% per annum and the weighted average mortgage rate was approximately 6.530% per annum. The weighted average remaining term to stated maturity of the sample Group 2 Loans was approximately 358 months as of the Statistical Pool Calculation Date. None of the sample Group 2 Loans will have a first Due Date prior to November 1, 2005, or after April 1, 2006, or will have a remaining term to maturity of less than 299 months or greater than 360 months as of the Statistical Pool Calculation Date. The latest maturity date of any sample Group 2 Loan is March 1, 2036.

Approximately 6.35% and 9.32% of the sample Group 2 Loans have initial interest only periods of three and five years, respectively.

The loan-to-value ratio of a mortgage loan secured by a first lien is equal to the ratio, expressed as a percentage, of the principal amount of the loan at origination, to the lesser of the appraised value of the related mortgaged property at the time of origination and the sales price. At origination, the weighted average of the loan-to-value ratios of the sample Group 2 Loans was approximately 67.46%. At origination, no loan-to-value ratio of any sample Group 2 Loan was greater than approximately 80.00% or less than approximately 16.25%.

None of the sample Group 2 Loans are buydown mortgage loans.

None of the Group 2 Loans will be subject to the Home Ownership and Equity Protection Act of 1994 or any comparable state law.

Substantially all of the sample Group 2 Loans will not have reached their first adjustment date as of the Closing Date.

All of the sample Group 2 Loans provide for prepayment charges.

The sample Group 2 Loans had debt service coverage ratios as of the Statistical Pool Calculation Date of at least 0.97x but not more than 4.59x, with a weighted average debt service coverage ratio of approximately 1.22x. The sample Group 2 Loans had occupancy rates, determined as of the most recent date information was available, ranging from approximately 60.00% to approximately 100.00%, with a weighted average occupancy rate at origination of approximately 96.38%.

All of the Group 2 Loans will accrue interest on an actual number of days in the prior calendar month and a year consisting of 360 days. As a result, the portion of the scheduled monthly payment in respect of interest received on the Group 2 Loans will be greater if the prior calendar month has 31 days, and will be reduced if the prior calendar month is February. However, all of the Group 2 Loans will be treated as if they paid interest on a 360 day year consisting of twelve 30 day months.

S-73

None of the Group 2 Loans are cross collateralized with other multifamily loans. None of the Group 2 Loans involve borrowers that are bankruptcy remote special purpose entities. As a result, defaults and losses could occur for reasons unrelated to the financial condition or operation of the related mortgaged property.

See “The Mortgage Pool — Multifamily Loans” in this free writing prospectus for additional information about the multifamily loans. See “Pooling and Servicing Agreement — Servicing of Multifamily Loans” in this free writing prospectus for a discussion of the servicing of multifamily loans.

Set forth below is a description of certain additional characteristics of the sample Group 2 Loans as of the Statistical Pool Calculation Date, except as otherwise indicated. All percentages of the sample Group 2 Loans are approximate percentages by aggregate principal balance as of the Statistical Pool Calculation Date, except as otherwise indicated. Dollar amounts and percentages may not add up to totals due to rounding.

S-74

Mortgage Loan Programs(1)

Loan Programs	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
10/20 LIB6M	$	128,344,692.99		109		49.26	%	$	1,177,474.25		6.244	%		358		747		66.54	%
3/27 LIB6M		35,943,392.38		64		13.80			561,615.51		7.067			358		730		69.39
3/27 LIB6M - IO		6,675,500.00		5		2.56			1,335,100.00		6.318			358		716		71.90
5/25 LIB6M		39,811,648.74		53		15.28			751,163.18		6.909			358		728		70.43
5/25 LIB6M - IO		24,290,578.40		19		9.32			1,278,451.49		6.581			358		732		66.31
7/23 LIB6M		10,518,905.83		16		4.04			657,431.61		7.053			358		721		69.03
10/20 MTA12M		1,589,000.00		2		0.61			794,500.00		6.590			359		701		40.37
3/27 MTA12M		10,776,400.00		5		4.14			2,155,280.00		6.373			358		729		64.05
5/25 MTA12M		1,933,396.20		1		0.74			1,933,396.20		6.000			357		734		67.19
7/23 MTA12M		654,474.82		1		0.25			654,474.82		6.125			357		776		57.71
Total:	$	260,537,989.36		275		100.00	%	$	947,410.87		6.530	%		358		738		67.46	%

____________

(1) A mortgage loan with a loan program including the term “10/20 LIB 6M” has a term of 30 years, the first ten of which consist of a fixed rate period, and thereafter the mortgage rate adjusts semi-annually based on the value of Six-Month LIBOR. A mortgage loan with a loan program including the term “3/27 LIB 6M” has a term of 30 years, the first three of which consist of a fixed rate period, and thereafter the mortgage rate adjusts semi-annually based on the value of Six-Month LIBOR. A mortgage loan with a loan program including the term “5/25 LIB 6M” has a term of 30 years, the first five of which consist of a fixed rate period, and thereafter the mortgage rate adjusts semi-annually based on the value of Six-Month LIBOR. A mortgage loan with a loan program including the term “7/23 LIB 6M” has a term of 30 years, the first seven of which consist of a fixed rate period, and thereafter the mortgage rate adjusts semi-annually based on the value of Six-Month LIBOR. A mortgage loan with a loan program including the term “10/20 MTA12M” has a term of 30 years, the first ten of which consist of a fixed rate period, and thereafter the mortgage rate adjusts annually based on the value of CMT. A mortgage loan with a loan program including the term “3/27 MTA12M” has a term of 30 years, the first three of which consist of a fixed rate period, and thereafter the mortgage rate adjusts annually based on the value of CMT. A mortgage loan with a loan program including the term “5/25 MTA12M” has a term of 30 years, the first five of which consist of a fixed rate period, and thereafter the mortgage rate adjusts annually based on the value of CMT. A mortgage loan with a loan program including the term “7/23 MTA12M” has a term of 30 years, the first seven of which consist of a fixed rate period, and thereafter the mortgage rate adjusts annually based on the value of CMT. Any mortgage loan with a loan program including the term “IO” has an interest only period.

S-75

Principal Balances as of Origination

Range of Mortgage Loan Principal Balances	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
0.01 - 250,000.00	$	3,612,707.14		20		1.39	%	$	180,635.36		7.671	%		358		747		66.87	%
250,000.01 - 300,000.00		3,342,945.05		12		1.28			278,578.75		7.627			358		759		65.06
300,000.01 - 350,000.00		6,500,712.94		20		2.50			325,035.65		7.492			358		734		69.64
350,000.01 - 400,000.00		6,048,748.10		16		2.32			378,046.76		7.288			358		742		67.18
400,000.01 - 450,000.00		7,250,141.79		17		2.78			426,478.93		7.371			358		740		70.75
450,000.01 - 500,000.00		10,782,877.56		22		4.14			490,130.80		6.836			359		714		57.45
500,000.01 - 550,000.00		8,460,864.69		16		3.25			528,804.04		6.664			358		726		60.39
550,000.01 - 600,000.00		6,853,351.79		12		2.63			571,112.65		6.649			358		715		65.78
600,000.01 - 650,000.00		5,647,393.72		9		2.17			627,488.19		6.764			358		736		66.15
650,000.01 - 700,000.00		7,574,730.09		11		2.91			688,611.83		6.331			353		746		64.05
700,000.01 - 750,000.00		8,676,828.30		12		3.33			723,069.03		6.888			358		747		66.07
750,000.01 - 800,000.00		4,692,500.00		6		1.80			782,083.33		6.770			359		754		70.40
800,000.01 - 850,000.00		2,469,942.61		3		0.95			823,314.20		6.622			358		762		74.78
850,000.01 - 900,000.00		12,311,184.87		14		4.73			879,370.35		6.590			358		720		67.43
900,000.01 - 950,000.00		5,527,854.84		6		2.12			921,309.14		6.474			358		697		67.28
950,000.01 - 1,000,000.00		7,904,462.50		8		3.03			988,057.81		6.719			358		724		59.63
1,000,000.01 - 1,050,000.00		5,099,421.33		5		1.96			1,019,884.27		6.343			359		758		71.00
1,050,000.01 - 1,150,000.00		7,834,272.25		7		3.01			1,119,181.75		6.375			358		751		71.14
1,150,000.01 - 1,200,000.00		1,199,162.10		1		0.46			1,199,162.10		6.625			357		751		80.00
1,200,000.01 - 1,300,000.00		8,752,410.36		7		3.36			1,250,344.34		6.449			358		712		61.64
1,300,000.01 - 1,400,000.00		6,658,897.65		5		2.56			1,331,779.53		6.667			358		725		65.94
1,400,000.01 - 1,450,000.00		5,675,540.07		4		2.18			1,418,885.02		5.994			358		733		66.68
1,450,000.01 - 1,750,000.00		11,073,965.73		7		4.25			1,581,995.10		6.287			358		729		70.76
1,750,000.01 - 1,800,000.00		5,365,110.89		3		2.06			1,788,370.30		5.941			358		743		68.97
1,800,000.01 +		101,221,962.99		32		38.85			3,163,186.34		6.280			358		746		69.33
Total:	$	260,537,989.36		275		100.00	%	$	947,410.87		6.530	%		358		738		67.46	%

As of origination, the average principal balance of the sample Group 2 Loans was approximately $947,703.

S-76

Principal Balances as of the Statistical Pool Calculation Date

Range of Mortgage Loan Principal Balances	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
0.01 - 250,000.00	$	3,612,707.14		20		1.39	%	$	180,635.36		7.671	%		358		747		66.87	%
250,000.01 - 300,000.00		3,342,945.05		12		1.28			278,578.75		7.627			358		759		65.06
300,000.01 - 350,000.00		6,500,712.94		20		2.50			325,035.65		7.492			358		734		69.64
350,000.01 - 400,000.00		6,048,748.10		16		2.32			378,046.76		7.288			358		742		67.18
400,000.01 - 450,000.00		7,250,141.79		17		2.78			426,478.93		7.371			358		740		70.75
450,000.01 - 500,000.00		10,782,877.56		22		4.14			490,130.80		6.836			359		714		57.45
500,000.01 - 550,000.00		8,460,864.69		16		3.25			528,804.04		6.664			358		726		60.39
550,000.01 - 600,000.00		6,853,351.79		12		2.63			571,112.65		6.649			358		715		65.78
600,000.01 - 650,000.00		5,647,393.72		9		2.17			627,488.19		6.764			358		736		66.15
650,000.01 - 700,000.00		7,574,730.09		11		2.91			688,611.83		6.331			353		746		64.05
700,000.01 - 750,000.00		8,676,828.30		12		3.33			723,069.03		6.888			358		747		66.07
750,000.01 - 800,000.00		4,692,500.00		6		1.80			782,083.33		6.770			359		754		70.40
800,000.01 - 850,000.00		2,469,942.61		3		0.95			823,314.20		6.622			358		762		74.78
850,000.01 - 900,000.00		12,311,184.87		14		4.73			879,370.35		6.590			358		720		67.43
900,000.01 - 950,000.00		5,527,854.84		6		2.12			921,309.14		6.474			358		697		67.28
950,000.01 - 1,000,000.00		7,904,462.50		8		3.03			988,057.81		6.719			358		724		59.63
1,000,000.01 - 1,050,000.00		5,099,421.33		5		1.96			1,019,884.27		6.343			359		758		71.00
1,050,000.01 - 1,150,000.00		7,834,272.25		7		3.01			1,119,181.75		6.375			358		751		71.14
1,150,000.01 - 1,200,000.00		1,199,162.10		1		0.46			1,199,162.10		6.625			357		751		80.00
1,200,000.01 - 1,300,000.00		8,752,410.36		7		3.36			1,250,344.34		6.449			358		712		61.64
1,300,000.01 - 1,400,000.00		8,058,621.20		6		3.09			1,343,103.53		6.543			358		726		65.55
1,400,000.01 - 1,450,000.00		4,275,816.52		3		1.64			1,425,272.17		6.009			358		734		67.67
1,450,000.01 - 1,750,000.00		11,073,965.73		7		4.25			1,581,995.10		6.287			358		729		70.76
1,750,000.01 - 1,800,000.00		5,365,110.89		3		2.06			1,788,370.30		5.941			358		743		68.97
1,800,000.01 +		101,221,962.99		32		38.85			3,163,186.34		6.280			358		746		69.33
Total:	$	260,537,989.36		275		100.00	%	$	947,410.87		6.530	%		358		738		67.46	%

As of the Statistical Pool Calculation Date, the average current principal balance of the sample Group 2 Loans was approximately $947,411.

S-77

Mortgage Rates

Range of Mortgage Rates (%)	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
5.500 - 5.999	$	21,049,382.31		24		8.08	%	$	877,057.60		5.944	%		357		733		63.62	%
6.000 - 6.499		132,856,270.96		82		50.99			1,620,198.43		6.178			358		743		66.40
6.500 - 6.999		49,141,302.05		45		18.86			1,092,028.93		6.681			359		724		71.16
7.000 - 7.499		33,696,567.25		62		12.93			543,493.02		7.197			358		740		67.77
7.500 - 7.999		18,607,445.89		47		7.14			395,903.10		7.652			358		738		66.88
8.000 - 8.499		4,603,020.90		13		1.77			354,078.53		8.092			359		727		74.64
8.500 - 8.999		584,000.00		2		0.22			292,000.00		8.683			360		729		80.00
Total:	$	260,537,989.36		275		100.00	%	$	947,410.87		6.530	%		358		738		67.46	%

As of the Statistical Pool Calculation Date, the weighted average mortgage rate of the sample Group 2 Loans was approximately 6.530% per annum.

Next Adjustment Date

Next Adjustment Date	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
November 2008	$	3,732,938.66		9		1.43	%	$	414,770.96		7.032	%		356		731		67.77	%
December 2008		17,982,328.72		21		6.90			856,301.37		6.631			357		723		72.05
January 2009		18,585,275.00		23		7.13			808,055.43		6.731			358		734		66.21
February 2009		5,321,250.00		8		2.04			665,156.25		6.892			359		711		67.41
March 2009		7,773,500.00		13		2.98			597,961.54		7.412			360		738		67.71
October 2010		1,957,462.50		2		0.75			978,731.25		6.938			355		676		67.74
November 2010		7,745,466.88		10		2.97			774,546.69		6.561			356		746		74.79
December 2010		11,667,593.96		11		4.48			1,060,690.36		6.314			357		730		59.83
January 2011		13,638,100.00		21		5.23			649,433.33		7.133			358		719		67.51
February 2011		17,442,500.00		15		6.69			1,162,833.33		6.770			359		728		73.67
March 2011		13,584,500.00		14		5.21			970,321.43		6.851			360		742		68.39
November 2012		316,068.40		1		0.12			316,068.40		7.250			356		722		58.62
December 2012		3,740,112.25		4		1.44			935,028.06		6.331			357		696		65.99
January 2013		1,535,200.00		2		0.59			767,600.00		7.395			358		776		78.72
February 2013		3,245,000.00		5		1.25			649,000.00		7.328			359		733		68.69
March 2013		2,337,000.00		5		0.90			467,400.00		7.317			360		724		66.25
November 2015		9,192,354.37		7		3.53			1,313,193.48		6.229			356		755		77.15
December 2015		41,578,588.62		40		15.96			1,039,464.72		6.184			357		737		66.53
January 2016		14,822,500.00		14		5.69			1,058,750.00		6.335			358		759		61.75
February 2016		42,250,500.00		30		16.22			1,408,350.00		6.256			358		749		65.74
March 2016		22,089,750.00		20		8.48			1,104,487.50		6.304			360		747		64.99
Total:	$	260,537,989.36		275		100.00	%	$	947,410.87		6.530	%		358		738		67.46	%

As of the Statistical Pool Calculation Date, the weighted average remaining months to the next adjustment date of the sample Group 2 Loans was approximately 84 months.

S-78

Gross Margin

Range of Gross Margins (%)	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
2.250 - 2.499	$	14,647,735.84		10		5.62	%	$	1,464,773.58		6.268	%		357		737		61.09	%
2.500 - 2.749		83,408,858.36		67		32.01			1,244,908.33		6.504			358		723		71.43
2.750 - 2.999		108,865,918.60		80		41.79			1,360,823.98		6.148			358		749		65.53
3.000 - 3.249		45,267,142.93		100		17.37			452,671.43		7.390			358		746		66.72
3.250 - 3.499		6,846,334.55		15		2.63			456,422.30		7.530			358		690		66.87
3.500 - 3.749		1,501,999.08		3		0.58			500,666.36		7.865			355		658		74.20
Total:	$	260,537,989.36		275		100.00	%	$	947,410.87		6.530	%		358		738		67.46	%

As of the Statistical Pool Calculation Date, the weighted average Gross Margin of the sample Group 2 Loans was approximately 2.717% per annum.

Maximum Mortgage Rate

Range of Maximum Mortgage Rates (%)	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
11.500 - 11.999	$	21,049,382.31		24		8.08	%	$	877,057.60		5.944	%		357		733		63.62	%
12.000 - 12.499		132,856,270.96		82		50.99			1,620,198.43		6.178			358		743		66.40
12.500 - 12.999		49,141,302.05		45		18.86			1,092,028.93		6.681			359		724		71.16
13.000 - 13.499		33,696,567.25		62		12.93			543,493.02		7.197			358		740		67.77
13.500 - 13.999		18,607,445.89		47		7.14			395,903.10		7.652			358		738		66.88
14.000 - 14.499		4,603,020.90		13		1.77			354,078.53		8.092			359		727		74.64
14.500 - 14.999		584,000.00		2		0.22			292,000.00		8.683			360		729		80.00
Total:	$	260,537,989.36		275		100.00	%	$	947,410.87		6.530	%		358		738		67.46	%

As of the Statistical Pool Calculation Date, the weighted average Maximum Mortgage Rate of the sample Group 2 Loans was approximately 12.527% per annum.

Initial Fixed-Rate Period

Initial Fixed Period	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
36	$	53,395,292.38		74		20.49	%	$	721,558.01		6.834	%		358		728		68.62	%
60		66,035,623.34		73		25.35			904,597.58		6.762			358		730		68.82
84		11,173,380.65		17		4.29			657,257.69		6.999			358		724		68.37
120		129,933,692.99		111		49.87			1,170,573.81		6.248			358		746		66.22
TOTAL	$	260,537,989.36		275		100.00	%	$	947,410.87		6.530	%		358		738		67.46	%

S-79

Initial Rate Cap

Initial Cap (%)	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
3.000	$	260,537,989.36		275		100.00	%	$	947,410.87		6.530	%		358		738		67.46	%
Total:	$	260,537,989.36		275		100.00	%	$	947,410.87		6.530	%		358		738		67.46	%

Subsequent Rate Cap

Subsequent Cap (%)	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
1.000	$	260,537,989.36		275		100.00	%	$	947,410.87		6.530	%		358		738		67.46	%
Total:	$	260,537,989.36		275		100.00	%	$	947,410.87		6.530	%		358		738		67.46	%

Original Loan-to-Value Ratios

Range of Loan to Value Ratios (%)	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
15.01 - 20.00	$	809,638.63		3		0.31	%	$	269,879.54		6.577	%		359		723		17.46	%
20.01 - 25.00		1,499,625.44		2		0.58			749,812.72		6.292			358		785		22.90
30.01 - 35.00		1,029,877.23		3		0.40			343,292.41		7.427			359		697		32.98
35.01 - 40.00		3,830,000.00		6		1.47			638,333.33		6.914			359		736		37.34
40.01 - 45.00		828,000.00		2		0.32			414,000.00		6.978			359		764		40.89
45.01 - 50.00		8,842,665.88		12		3.39			736,888.82		6.484			358		722		47.84
50.01 - 55.00		11,102,391.48		16		4.26			693,899.47		6.462			355		732		51.82
55.01 - 60.00		35,962,274.20		31		13.80			1,160,073.36		6.264			358		757		57.85
60.01 - 65.00		36,069,419.24		32		13.84			1,127,169.35		6.366			358		742		62.76
65.01 - 70.00		38,434,115.05		47		14.75			817,747.13		6.628			358		728		67.94
70.01 - 75.00		51,696,728.66		50		19.84			1,033,934.57		6.598			358		735		73.45
75.01 - 80.00		70,433,253.55		71		27.03			992,017.66		6.630			358		735		79.03
Total:	$	260,537,989.36		275		100.00	%	$	947,410.87		6.530	%		358		738		67.46	%

The minimum and maximum loan-to-value ratios of the sample Group 2 Loans at origination were approximately 16.25% and 80.00%, respectively, and the weighted average of the loan-to-value ratios of the sample Group 2 Loans at origination was approximately 67.46%.

Occupancy Types

Occupancy	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
Investor	$	260,537,989.36		275		100.00	%	$	947,410.87		6.530	%		358		738		67.46	%
Total:	$	260,537,989.36		275		100.00	%	$	947,410.87		6.530	%		358		738		67.46	%

Occupancy type is based on the representation of the borrower at the time of origination.

S-80

Mortgage Loan Program and Documentation Type

Document Type	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
Progressive Express Program (No Documentation)	$	1,040,819.47		4		0.40	%	$	260,204.87		7.423	%		358		745		51.22	%
Progressive Series Program (Full Documentation)		212,815,778.22		165		81.68			1,289,792.60		6.315			358		737		67.52
Progressive Series Program (Stated Income/Stated Assets)		1,718,000.00		3		0.66			572,666.67		7.250			359		726		47.96
Progressive Series Program (Stated Documentation)		44,963,391.67		103		17.26			436,537.78		7.500			358		738		68.30
Total	$	260,537,989.36		275		100.00	%	$	947,410.87		6.530	%		358		738		67.46	%

See “—Underwriting Criteria” below for a detailed description of the Sponsor’s loan programs and documentation requirements.

Risk Categories

Credit Grade Category	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
A	$	253,831,639.89		260		97.43	%	$	976,275.54		6.501	%		358		739		67.41	%
B		5,204,350.39		12		2.00			433,695.87		7.595			358		686		68.26
C		1,501,999.08		3		0.58			500,666.36		7.865			355		658		74.20
Total	$	260,537,989.36		275		100.00	%	$	947,410.87		6.530	%		358		738		67.46	%

_________________

⁽¹⁾ All of these sample Group 2 Loans were reviewed and placed into risk categories based on the credit standards of the Progressive Series Program. Credit grades of A, B and C correspond to Progressive Series I+, I and II, III and III+ and V, respectively.

⁽²⁾ These sample Group 2 Loans were originated under the Sponsor’s Progressive Express™ Program. The underwriting for these sample Group 2 Loans is generally based on the borrower’s “Credit Score” score and therefore these sample Group 2 Loans do not correspond to the alphabetical risk categories listed above. Each mortgage loan originated pursuant to the Express Priority Refi™ Program has been placed in either Progressive Express™ Program II or III.

See “—Underwriting Criteria” below for a description of the Sponsor’s risk categories.

S-81

Property Types

Property Type	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
Multi-Family Residence	$	260,537,989.36		275		100.00	%	$	947,410.87		6.530	%		358		738		67.46	%
Total:	$	260,537,989.36		275		100.00	%	$	947,410.87		6.530	%		358		738		67.46	%

Geographic Distribution of Mortgaged Properties

State	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
California	$	123,336,721.54		109		47.34	%	$	1,131,529.56		6.368	%		358		742		61.32	%
New Mexico		15,620,416.27		12		6.00			1,301,701.36		6.358			358		752		74.87
Texas		14,559,694.02		23		5.59			633,030.17		6.756			358		739		74.77
Washington		14,219,390.38		9		5.46			1,579,932.26		6.501			359		717		70.10
Arizona		9,705,897.65		12		3.73			808,824.80		6.876			358		724		67.45
Ohio		9,583,019.67		12		3.68			798,584.97		6.774			358		743		71.83
Minnesota		7,648,331.94		11		2.94			695,302.90		6.525			359		748		75.55
Florida		6,090,646.10		9		2.34			676,738.46		6.564			351		720		69.09
Tennessee		5,980,586.90		9		2.30			664,509.66		6.836			358		747		75.36
Massachusetts		5,815,101.98		6		2.23			969,183.66		6.770			358		761		78.97
Kentucky		5,240,000.00		2		2.01			2,620,000.00		6.738			360		691		75.35
Nevada		4,289,789.57		5		1.65			857,957.91		6.969			359		745		69.59
Connecticut		4,112,034.07		3		1.58			1,370,678.02		6.349			358		753		79.57
Pennsylvania		3,769,993.73		5		1.45			753,998.75		7.074			359		674		70.73
New York		3,087,473.99		6		1.19			514,579.00		6.637			357		727		75.02
Oregon		3,041,436.85		6		1.17			506,906.14		6.529			357		720		67.34
Maine		2,911,162.10		3		1.12			970,387.37		6.576			359		748		80.00
Other		21,526,292.60		33		8.26			652,311.90		6.811			358		730		72.01
Total:	$	260,537,989.36		275		100.00	%	$	947,410.87		6.530	%		358		738		67.46	%

No more than approximately 8.38% of the sample Group 2 Loans (by aggregate outstanding principal balance as of the Statistical Pool Calculation Date) are secured by mortgaged properties located in any one zip code.

Debt-to-Income Ratio

Range of Debt-to-Income Ratio (%)	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
0.00 - 5.00	$	256,630,829.17		273		98.50	%	$	940,039.67		6.536	%		358		737		67.37	%
10.01 - 15.00		897,160.19		1		0.34			897,160.19		6.250			357		664		70.04
20.01 - 25.00		3,010,000.00		1		1.16			3,010,000.00		6.125			359		801		74.99
Total:	$	260,537,989.36		275		100.00	%	$	947,410.87		6.530	%		358		738		67.46	%

As of the Statistical Pool Calculation Date, the non-zero weighted average debt-to-income ratio of the sample Group 2 Loans was approximately 19.91% per annum.

S-82

Prepayment Penalty

Prepayment Penalty Term	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
10 Years	$	130,082,692.99		112		49.93	%	$	1,161,452.62		6.249	%		358		746		66.22	%
3 Years		53,246,292.38		73		20.44			729,401.27		6.832			358		728		68.62
5 Years		66,035,623.34		73		25.35			904,597.58		6.762			358		730		68.82
7 Years		11,173,380.65		17		4.29			657,257.69		6.999			358		724		68.37
Total:	$	260,537,989.36		275		100.00	%	$	947,410.87		6.530	%		358		738		67.46	%

Months Remaining to Scheduled Maturity

Range of Months	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
241 - 360	$	260,537,989.36		275		100.00	%	$	947,410.87		6.530	%		358		738		67.46	%
Total:	$	260,537,989.36		275		100.00	%	$	947,410.87		6.530	%		358		738		67.46	%

As of the Statistical Pool Calculation Date, the weighted average months remaining to scheduled maturity of the sample Group 2 Loans was approximately 358 months.

Credit Scores

Range of Credit Scores	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
561 - 580	$	1,300,000.00		1		0.50	%	$	1,300,000.00		6.000	%		359		571		52.00	%
601 - 620		1,140,000.00		1		0.44			1,140,000.00		6.875			358		620		60.00
621 - 640		1,879,294.42		3		0.72			626,431.47		6.744			358		625		55.32
641 - 660		6,253,898.87		5		2.40			1,250,779.77		6.835			358		653		68.74
661 - 680		13,212,617.57		18		5.07			734,034.31		6.725			358		672		63.64
681 - 700		32,295,865.18		28		12.40			1,153,423.76		6.464			357		693		71.32
701 - 720		36,153,468.42		37		13.88			977,120.77		6.683			359		712		70.67
721 - 740		44,797,424.82		57		17.19			785,919.73		6.363			358		731		64.64
741 - 760		38,244,378.07		37		14.68			1,033,631.84		6.591			358		750		70.19
761 - 780		30,383,802.05		46		11.66			660,517.44		6.872			358		770		71.18
781 - 800		46,122,927.20		35		17.70			1,317,797.92		6.293			358		793		63.39
801 +		8,754,312.76		7		3.36			1,250,616.11		6.275			359		809		61.76
Total:	$	260,537,989.36		275		100.00	%	$	947,410.87		6.530	%		358		738		67.46	%

As of the Statistical Pool Calculation Date, the weighted average credit score of the sample Group 2 Loans for which credit scores are available was approximately 738.

S-83

Range of Months to Roll

Number of Months	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
32 - 49	$	53,395,292.38		74		20.49	%	$	721,558.01		6.834	%		358		728		68.62	%
50 - 55		1,957,462.50		2		0.75			978,731.25		6.938			355		676		67.74
56 - 79		64,078,160.84		71		24.59			902,509.31		6.756			358		732		68.86
80 +		141,107,073.64		128		54.16			1,102,399.01		6.308			358		745		66.39
Total:	$	260,537,989.36		275		100.00	%	$	947,410.87		6.530	%		358		738		67.46	%

As of the Statistical Pool Calculation Date, the weighted average months to roll of the sample Group 2 Loans was approximately 84 months.

Debt Service Coverage Ratios

Range of Debt Service Coverage Ratios	Current Balance		No. of Loans		% of Total by Current Balance			Average Balance		Weighted Average Gross WAC			Weighted Average Remaining Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
Less than 1.14	$	58,016,114.49		71		22.27	%	$	817,128.37		6.809	%		358		758		65.55	%
1.14 - 1.19		66,632,284.82		49		25.57			1,359,842.55		6.406			358		735		71.00
1.20 - 1.21		48,719,933.26		49		18.70			994,284.35		6.212			358		731		67.25
1.22 - 1.24		23,092,876.35		17		8.86			1,358,404.49		6.316			356		728		69.62
1.25 - 1.29		13,698,616.27		23		5.26			595,592.01		6.874			359		730		67.47
1.30 - 1.49		37,375,920.63		41		14.35			911,607.82		6.661			358		723		67.71
1.50 - 2.08		9,881,979.47		17		3.79			581,292.91		6.847			359		743		61.94
Greater than 2.09		3,120,264.07		8		1.20			390,033.01		6.503			359		765		29.35
Total/Average/Weighted Average	$	260,537,989.36		275		100.00	%	$	947,410.87		6.530	%		358		738		67.46	%

As of the Statistical Pool Calculation Date, the weighted average debt service coverage ratio of the sample Group 2 Loans was approximately 1.22x.

Current Occupancy Rates

Range of Current Occupancy Rates (%)	Current Balance		No. of Loans		% of Total by Current Balance			Average Balance		Weighted Average Gross WAC			Weighted Average Remaining Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
60.00 - 69.99	$	478,520.90		2		0.18	%	$	239,260.45		7.856	%		358		712		63.11	%
70.00 - 79.99		2,091,346.11		4		0.80			522,836.53		7.470			358		758		72.98
80.00 - 89.99		10,152,190.33		20		3.90			507,609.52		7.029			358		740		65.22
90.00 - 99.99		133,995,832.21		88		51.43			1,522,679.91		6.414			358		739		70.04
Greater than 100.00		113,820,099.81		161		43.69			706,957.14		6.600			358		735		64.54
Total/Average/Weighted Average	$	260,537,989.36		275		100.00	%	$	947,410.87		6.530	%		358		738		67.46	%

As of the Statistical Pool Calculation Date, the weighted average current occupancy rate of the sample Group 2 Loans was approximately 96.38%.

S-84

Number of Units

Range of Number of Units	Current Balance		No. of Loans		% of Total by Current Balance			Average Balance		Weighted Average Gross WAC			Weighted Average Remaining Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
5 - 9	$	30,246,467.37		75		11.61	%	$	403,286.23		7.102	%		358		739		63.60	%
10 - 14		34,906,335.04		68		13.40			513,328.46		6.821			358		718		63.04
15 - 24		61,993,208.38		64		23.79			968,643.88		6.527			358		747		67.84
25 - 49		57,321,562.28		43		22.00			1,333,059.59		6.357			358		735		67.68
Greater than or equal to 50		76,070,416.29		25		29.20			3,042,816.65		6.303			358		740		70.55
Total/Average/Weighted Average	$	260,537,989.36		275		100.00	%	$	947,410.87		6.530	%		358		738		67.46	%

Year Built

Range of Year Built	Current Balance		No. of Loans		% of Total by Current Balance			Average Balance		Weighted Average Gross WAC			Weighted Average Remaining Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
Earlier than 1953	$	49,878,712.70		75		19.14	%	$	665,049.50		6.708	%		357		727		70.74	%
1954 - 1970		110,208,380.54		104		42.30			1,059,695.97		6.452			358		740		64.63
1971 - 1975		24,826,661.88		23		9.53			1,079,420.08		6.530			358		742		68.08
1976 - 1980		9,763,471.47		15		3.75			650,898.10		6.572			358		755		68.88
1981 - 1985		14,817,192.28		21		5.69			705,580.58		6.808			359		738		68.26
1986 - 1990		33,513,169.33		20		12.86			1,675,658.47		6.421			358		727		70.92
1991 - 1995		7,324,167.32		8		2.81			915,520.92		6.421			359		778		64.30
Greater than 1996		10,206,233.84		9		3.92			1,134,025.98		6.498			358		738		68.96
Total/Average/Weighted Average	$	260,537,989.36		275		100.00	%	$	947,410.87		6.530	%		358		738		67.46	%

Renovated

Renovated	Current Balance		No. of Loans		% of Total by Current Balance			Average Balance		Weighted Average Gross WAC			Weighted Average Remaining Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
No	$	71,818,109.79		130		27.57	%	$	552,447.00		7.025	%		358		745		66.86	%
Yes		188,719,879.57		145		72.43			1,301,516.41		6.342			358		735		67.69
Total/Average/Weighted Average	$	260,537,989.36		275		100.00	%	$	947,410.87		6.530	%		358		738		67.46	%

Loan Purposes

Loan Purpose	Current Balance		No. of Loans		% of Total			Average Balance		Weighted Average Gross WAC			Weighted Average Remg. Term (Months)		Weighted Average Credit Score		Weighted Average Original LTV
Purchase	$	145,237,780.65		161		55.75	%	$	902,098.02		6.598	%		358		745		69.96	%
Refinance - Cash Out		103,915,575.56		103		39.88			1,008,889.08		6.483			358		727		65.11
Refinance - Rate Term		11,384,633.15		11		4.37			1,034,966.65		6.105			358		737		57.13
Total:	$	260,537,989.36		275		100.00	%	$	947,410.87		6.530	%		358		738		67.46	%

S-85

In general, in the case of a mortgage loan made for “rate and term” refinance purposes, substantially all of the proceeds are used to pay in full the principal balance of a previous mortgage loan of the mortgagor with respect to a mortgaged property and to pay origination and closing costs associated with such refinancing. Mortgage loans made for “cash-out” refinance purposes may involve the use of the proceeds to pay in full the principal balance of a previous mortgage loan and related costs except that a portion of the proceeds are generally retained by the mortgagor for uses unrelated to the mortgaged property. The amount of these proceeds retained by the mortgagor may be substantial.

The Originator

The Impac Funding Corporation, also referred to herein as the Originator, is a California corporation. The Originator is a wholly owned subsidiary of Impac Mortgage Holdings, Inc., a publicly traded company which trades on the New York Stock Exchange under the ticker symbol “IMH”. The Originator is a mortgage company that acquires, purchases and sells primarily first-lien non-conforming Alt-A mortgage loans from a network of third party correspondents, mortgage bankers, and brokers. The Originator originated approximately $9.5 billion of mortgage loans in 2003, $22.2 billion of mortgage loans in 2004, and $16.9 billion of mortgage loans during the first nine months of 2005. The Originator has been originating mortgage loans since 1995. The principal executive offices of the Originator are located at 1401 Dove Street, Newport Beach, California 92660.

The Originator is not aware of any legal proceedings pending against it or against any of its property, including any proceedings known to be contemplated by governmental authorities that are material to holders of the Certificates.

Underwriting Criteria

The following information generally describes the Originator's underwriting guidelines with respect to mortgage loans originated pursuant to its Alt-A underwriting guidelines. Approximately 80.64% of the sample mortgage loans in Loan Group 1 were underwritten pursuant to, or in accordance with, the standards of the Originator’s Progressive Series Program which is described below. Approximately 19.36% of the sample mortgage loans in Loan Group 1 were underwritten pursuant to, or in accordance with, the standards of the Progressive Express™ Program, which is described below. Approximately 7.79% of the sample mortgage loans in Loan Group 1 were acquired by the Seller in bulk purchases from third-party originators, the underwriting standards of whom were reviewed for acceptability by the Master Servicer and are generally similar to the underwriting standards of the Seller as described below. None of these third-party originators contributed more than 10% of the mortgage loans. All of the sample mortgage loans in Loan Group 2 were underwritten pursuant to, or in accordance with, the Originator’s Multifamily Loan Program which is described below.

Details of Specific Programs

The following provisions apply to all of the mortgage loans originated under the Originator's Progressive Series Program and Progressive Express™ Program.

Eligibility. The Originator generally performs a pre funding audit on each mortgage loan. This audit includes a review for compliance with the related program parameters and accuracy of the legal documents.

Variations. The Originator uses the following parameters as guidelines only. On a case by case basis, the Originator may determine that the prospective mortgagor warrants an exception outside the standard program guidelines. An exception may be allowed if the loan application reflects certain compensating factors, including instances where the prospective mortgagor:

S-86

• has demonstrated an ability to save and devote a greater portion of income to basic housing needs;

• may have a potential for increased earnings and advancement because of education or special job training, even if the prospective mortgagor has just entered the job market;

• has demonstrated an ability to maintain a debt free position;

• may have short term income that is verifiable but could not be counted as stable income because it does not meet the remaining term requirements; and

• has net worth substantial enough to suggest that repayment of the loan is within the prospective mortgagor's ability.

Appraisals. The Originator does not publish an approved appraiser list for the conduit seller. Each conduit seller maintains its own list of appraisers, provided that each appraiser must:

• be a state licensed or certified appraiser;

• meet the independent appraiser requirements for staff appraisers, or, if appropriate, be on a list of appraisers specified by the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the FDIC and the Office of Thrift Supervision under their respective real estate appraisal regulations adopted in accordance with Title XI of the Financial Institutions Reform Recovery and Enforcement Act of 1989, regardless of whether the seller is subject to those regulations;

• be experienced in the appraisal of properties similar to the type being appraised;

• be actively engaged in appraisal work; and

• subscribe to a code of ethics that is at least as strict as the code of the American Institute of Real Estate Appraisers or the Society of Real Estate Appraisers.

With respect to the Originator's Progressive Series Program or Progressive Express™ Program in general one full appraisal is required on each loan. In addition, an automated valuation model, or AVM, or a quantitative appraisal report (Fannie Mae Form 2055), or a Hansen Pro, or enhanced desk review is obtained either (a) when the loan to value ratio is 90.01% to 95% or (b) when the property has multiple units and the loan to value ratio is greater than 80%, or (c) the loan is a Progressive Express™ No Doc Program and the loan to value ratio is 80.01% to 90%. In addition, a quantitative appraisal report (Fannie Mae Form 2055), or a Hansen Pro, or enhanced desk review is obtained when the loan is a Progressive Express™ No Doc Program and the loan to value ratio is equal to or greater than 90.01%. An enhanced field review is also required when the loan to value ratio is equal to or greater than 95.01% or when the loan amount is above $500,000 or the property is located in Georgia and the loan to value ratio is 70.01% and above. Generally, when the loan amount is greater than $750,000 but less than $1,500,000, a full appraisal with interior photos plus a Fannie Mae Form 2055 are required or when the loan amount is greater than $1,500,000, two full appraisals with interior photos are required. At the underwriter's discretion, any one of the above appraisal reviews may be required when program parameters do not require an appraisal review. The Originator has developed expanded underwriting guidelines for appraisal requirements on the Progressive Series Program to include, when the loan amount is $1,000,000 or less, one full appraisal and when the loan amount is greater than $1,000,000, one full appraisal plus a field review with interior photos is required.

S-87

The Progressive Series Program

General. The underwriting guidelines utilized in the Progressive Series Program, as developed by the Originator, are intended to assess the borrower's ability and willingness to repay the mortgage loan obligation and to assess the adequacy of the mortgaged property as collateral for the mortgage loan. The Progressive Series Program is designed to meet the needs of borrowers with excellent credit, as well as those whose credit has been adversely affected. The Progressive Series Program consists of seven mortgage loan programs. Each program has different credit criteria, reserve requirements, qualifying ratios and loan to value ratio restrictions. Series I is designed for credit history and income requirements typical of “A” credit borrowers. In the event a borrower does not fit the Series I criteria, the borrower's mortgage loan is placed into either Series II, III, III+, IV, V or VI, depending on which series' mortgage loan parameters meets the borrower's unique credit profile. Series II, III, III+, IV, V or VI allow for less restrictive standards because of certain compensating or offsetting factors such as a lower loan to value ratio, verified liquid assets, job stability, pride of ownership and, in the case of refinanced mortgage loans, length of time owning the mortgaged property. The philosophy of the Progressive Series Program is that no single borrower characteristic should automatically determine whether an application for a mortgage loan should be approved or disapproved. Lending decisions are based on a risk analysis assessment after the review of the entire mortgage loan file. Each mortgage loan is individually underwritten with emphasis placed on the overall quality of the mortgage loan. The Progressive Series I, II, III, III+, IV, V and VI Program borrowers are required to have debt service to income ratios within the range of 45% to 60% calculated on the basis of monthly income and depending on the loan to value ratio of the mortgage loan.

Under the Progressive Series Program, the Originator underwrites one to four family mortgage loans with loan to value ratios at origination of up to 100%, depending on, among other things, a borrower's credit history, repayment ability and debt service to income ratio, as well as the type and use of the mortgaged property. Second lien financing of the mortgaged properties may be provided by lenders other than the Originator at origination; however, the combined loan to value ratio (“CLTV”) generally may not exceed 100%. Generally, when the loan to value ratio is 97.00% to 100.00%, second liens are ineligible. Mortgage loans with a loan to value ratio of up to 95.00% on owner occupied mortgage properties are allowed a CLTV of up to 100%. Generally, second home owner occupied and non owner occupied mortgage properties are allowed a maximum CLTV of up to 95%. Under the Originator's 80/20 program, which is available to Progressive Series I and II borrowers only, the Originator may allow second lien financing at the same time as the origination of the first lien with CLTVs of up to 100%.

The mortgage loans in the Progressive Series Program generally bear rates of interest that are greater than those which are originated in accordance with Freddie Mac and Fannie Mae standards. In general, the maximum amount for mortgage loans originated under the Progressive Series Program is $2 million for owner-occupied, second home and non-owner occupied properties. Generally, on owner-occupied properties, with a minimum credit score of 620, the maximum loan to value is 70% on full and reduced documentation, and the CLTV generally is 90% on full documentation and 80% on reduced documentation. Generally, on second home and non-owner occupied, with a minimum credit score of 681, the maximum loan-to-value is 60% full and reduced documentation, and the CLTV is 80% on full documentation and reduced documentation; on a second home, with a minimum credit score of 620, the maximum loan-to-value is 70%, the CLTV is 90% with a loan amount of $1 million; generally on non-owner occupied properties, with a minimum credit score of 620, the maximum loan-to-value is 70%, and the CLTV is 80% with a loan amount of $1 million.

S-88

All of the mortgage loans originated under the Progressive Series I, II and III Programs are prior approved and/or underwritten either by employees of the Originator or underwritten by contracted mortgage insurance companies or delegated conduit sellers. Generally all of the mortgage loans originated under the Series III+, IV, V and VI Programs are prior approved and/or underwritten by employees of the Originator and underwritten by designated conduit sellers. Generally, all of the Series I, Series II and Series III Program mortgage loans with loan to value ratios at origination in excess of 80% have mortgage insurance which may include insurance by Radian, Republic Mortgage Insurance Corporation, General Electric Mortgage Insurance, PMI or United Guaranty Insurance. The borrower may elect to have primary mortgage insurance covered by their loan payment. If the borrower makes such election, a loan to value ratio between 80.01% and 85.00% requires 22% coverage, a loan to value ratio between 85.01% and 90.00% requires 25% coverage, a loan to value ratio between 90.01% and 95.00% requires 30% coverage and a loan to value ratio between 95.01% and 100% requires 35% coverage. Generally, when the borrower's credit score is less than 660 or the borrower does not make such an election, the related mortgage loan will be covered by a modified primary mortgage insurance policy issued by Radian to the Originator providing coverage in the amount of (i) 22% coverage for a mortgage loan with a loan to value ratio between 80.01% and 85.00%, (ii) 25% coverage for a mortgage loan with a loan to value ratio between 85.01% and 90.00%, (iii) 30% coverage for a mortgage loan with a loan to value ratio between 90.01% and 95.00% and (iv) 35% coverage for a mortgage loan with a loan to value ratio between 95.01% and 100%. None of the Series III+ Program mortgage loans with loan to value ratios at origination in excess of 80% will be insured by a Primary Insurance Policy. All Series IV, V and VI Program mortgage loans have loan to value ratios at origination which are less than or equal to 85% and do not require a Primary Insurance Policy. The Originator receives verbal verification from the conduit seller of employment prior to funding or acquiring each Progressive Series Program mortgage loan.

Full/Alternative Documentation and Reduced Documentation Progressive Series Programs. Each prospective borrower completes a mortgage loan application which includes information with respect to the applicant's liabilities, income, credit history, employment history and personal information. The Originator requires a credit report on each applicant from a credit reporting company. The report typically contains information relating to credit history with local and national merchants and lenders, installment debt payments and any record of defaults, bankruptcies, repossessions or judgments.

The Progressive Series Program allows for approval of an application pursuant to the (a) Full/Alternative Documentation Program, or (b) the Limited Documentation Program or the “No Income, No Assets” Program or the No Ratio Program (any of the foregoing, a “Reduced Documentation Program”). The Full/Alternative Documentation Program requires the following documents: (i) Uniform Residential Loan Application (Fannie Mae Form 1003 or Freddie Mac Form 65), (ii) Statement of Assets and Liabilities (Fannie Mae Form 1003A or Freddie Mac Form 65A), (iii) In File Tri Merged Credit Report or Residential Mortgage Credit Report with records obtained from at least two separate repositories, (iv) Verification of Employment Form providing a complete two year employment history, (v) Verification of Deposit Form for all liquid assets, verifying minimum cash reserves based upon the loan to value ratio and borrower's income, and (vi) a Uniform Residential Appraisal Report (Fannie Mae Form 1004 or Freddie Mac Form 70). The Full/Alternative Documentation Program allows for the use of certain alternative documents in lieu of the Verification of Deposit Form and Verification of Employment Form. These include W 2 Statements, tax returns and one pay check from the most recent full month for verification of income and the most recent one month personal bank statement for verification of liquid assets. In addition, self employed borrowers must provide federal tax returns for the previous two years, including K-1's, federal business tax returns for two years, year to date financial statements and a signed IRS Form 4506 (Request for Copy of Tax Returns).

Under the Full Income Documentation/Stated Assets Program available to borrowers in the Series I, II and III programs, the borrower provides full income and employment documentation information, which the Originator is required to verify. The borrower states assets on the Residential Loan Application (Fannie Mae Form 1003 or Freddie Mac Form 65); however, verification of assets is not required. With respect to the Full Income Documentation/Stated Assets Program, a mortgage loan is allowed to have a loan to value ratio at origination of up to 100%.

Under each Reduced Documentation Program, which is available to borrowers in every Progressive Series Program, the Originator obtains from prospective borrowers either a verification of deposits or bank statements for the most recent one month period preceding the mortgage loan application. Under this program the borrower provides income information on the mortgage loan application, and the debt service to income ratio is calculated. However, income is not verified. Permitted maximum loan to value ratios (including secondary financing) under the Reduced Documentation Program generally are limited.

S-89

Under the “Stated Income Stated Assets” program available to borrowers in the Series I & II program, the borrower provides income and asset information, which the Originator is not required to verify, on the mortgage loan application. However, a debt-to-income ratio is calculated. Employment information is provided and is verbally verified. Permitted maximum loan to value ratios (including secondary financing) under the Stated Income Stated Asset program generally are limited.

Under the “No Ratio” program available to borrowers in the Series I and II program, the borrower provides no income information, but provides employment and asset information, which the Originator is required to verify, on the mortgage loan application. With respect to the “No Ratio” program, a mortgage loan with a loan to value ratio at origination in excess of 80% is generally not eligible.

Under the “No Income, No Assets” Program available to borrowers in the Series I Program, the borrower provides no income information, but provides employment and unverified asset information on the mortgage loan application. With respect to the “No Income, No Assets” Program, a mortgage loan with a loan to value ratio at origination in excess of 80% is generally not eligible. The Originator has developed expanded underwriting guidelines for credit requirements on the Progressive Series Program to include generally a maximum of 90% loan-to-value on owner-occupied and second home properties and 80% loan-to-value on non owner-occupied property.

Under the Lite Income/Stated Assets Program which is available to borrowers for the Series I, II, and III Programs, the Originator obtains from prospective salaried borrowers a 30 day pay stub and from prospective self employed borrowers bank statements for the most recent twelve month period preceding the mortgage loan application and a year to date profit and loss statement. Under this program the borrower provides income information on the mortgage loan application, and the debt service to income ratio is provided. The maximum loan to value ratio under this program is 97%.

Under the Lite Documentation Program, which is available to Series III+, Series IV, and Series V Program self employed borrowers, the previous 12 months bank statements are utilized in lieu of tax returns. Under these programs the borrower provides income information on the mortgage loan applicant and the debt to service to income ratio is calculated. However, income is not verified. Permitted maximum loan to value ratios (including secondary financing) under the Lite Documentation Program generally are limited.

Under all Progressive Series Programs, the Originator or the conduit seller verbally verifies the borrower's employment prior to closing. Credit history, collateral quality and the amount of the down payment are important factors in evaluating a mortgage loan submitted under one of the Reduced Documentation Programs. In addition, in order to qualify for a Reduced Documentation Program, a mortgage loan must conform to certain criteria regarding maximum loan amount, property type and occupancy status. Mortgage loans having a loan to value ratio at origination in excess of 95% where the related mortgaged property is used as a second or vacation home or is a non owner occupied home are not eligible for the Series I, II or III Reduced Documentation Program. In general, the maximum loan amount for mortgage loans underwritten in accordance with Series I, II and III Reduced Documentation Program is $2,000,000 for purchase transactions, rate term transactions and cash out refinance transactions. The maximum loan amount is $500,000 for mortgage loans underwritten in accordance with Series III+ Reduced Documentation Program, $400,000 for mortgage loans underwritten in accordance with Series IV and V Reduced Documentation Program, and $175,000 for mortgage loans underwritten in accordance with Series VI Reduced Documentation Program, however, exceptions are granted on a case by case basis. Secondary financing is allowed in the origination of the Reduced Documentation Program but must meet the CLTV requirements described above and certain other requirements for subordinate financing. In all cases, liquid assets must support the level of income of the borrower as stated in proportion to the type of employment of the borrower. Full Documentation is requested by the underwriter if it is the judgment of the underwriter that the compensating factors are insufficient for loan approval.

S-90

Credit History. The Progressive Series Program defines an acceptable credit history in each of the Series I, II and III Programs. The Series I Program defines an acceptable credit history as a borrower who has “A” credit, meaning a minimum of four trade accounts, including a mortgage and/or rental history, along with one non traditional trade account to satisfy five trades, with 24 months credit history, or at 80% loan-to-value and less 4 trades minimum, 2 trades with 12 months credit history plus 1 trade with a minimum 24 months credit history plus 24 months mortgage or rent history, no 30 day delinquent mortgage payments in the last 12 months, and a maximum of one 30 day delinquent payments on any revolving credit account within the past 12 months and a maximum of one 30 day delinquent payment on installment credit account within the past 12 months. However, if the loan to value ratio of the loan is 90% or less, consumer credit is disregarded. Bankruptcies must be at least 24 months old, fully discharged and the borrower must have re-established or re-affirmed satisfactory credit history. Foreclosures are not allowed in the past 3 years. No judgments, suits, tax liens, other liens, collections or charge offs in the past 24 months, generally older items must be paid prior to or at closing; provided that any such judgments, suits, other liens, collections or charge offs in the past 24 months must not exceed $500 in the aggregate and any such judgments, suits, other liens, collections or charge offs older than 24 months must not exceed $2,000 in the aggregate, in either case without regard to any medical judgments, suits, tax liens, other liens, collections or charge offs that are not excessive or impact the borrower’s ability to repay the loan. The Originator has developed expanded underwriting guidelines for credit requirements on the Progressive Series Program to include, when the loan is greater than 80% loan-to-value and the documentation utilized is full documentation, three tradelines are required and if reduced documentation is utilized five tradelines are required. However, at 80% loan-to-value or less, three tradelines are required regardless of the documentation type. In addition, any judgments, suits, other liens, collections or charge offs must not exceed $5,000 in aggregate and may remain open provided such judgments, suits, other liens, collections or charge offs does not affect title to the property.

With respect to the Series II Program, a borrower must have a minimum of four trade accounts including a mortgage and/or rental history, along with one non traditional trade account to satisfy five trades, 80% loan-to-value and less 4 trades minimum, 2 trades with 12 months credit history plus 1 trade with a minimum 24 months credit history plus 24 months mortgage or rent history, no 30 day delinquent mortgage payments in the last 12 months, and a maximum of three 30 day delinquent payments within the past 12 months on any revolving credit accounts and three 30 day delinquent payments within the past 12 months on any installment credit account. However, if the loan to value ratio of the loan is 90% or less, consumer credit is disregarded. All bankruptcies must be at least 24 months old, fully discharged and the borrower must have re-established or re-affirmed satisfactory credit history. Foreclosures are not allowed in the past 3 years. No judgments, suits, tax liens, other liens, collections or charge offs in the past 24 months, generally older items must be paid prior to or at closing; provided that any such judgments, suits, other liens, collections or charge offs in the past 24 months must not exceed $500 in the aggregate and any such judgments, suits, other liens, collections or charge offs older than 24 months must not exceed $2,000 in the aggregate, in either case without regard to any medical judgments, suits, tax liens, other liens, collections or charge offs that are not excessive or impact the borrower’s ability to repay the loan. The Originator has developed expanded underwriting guidelines for credit requirements on the Progressive Series Program to include when the loan is greater than 80% loan-to-value and the documentation utilized is full documentation 3 tradelines are required and if reduced documentation is utilized 5 tradelines are required. However, at 80% loan-to-value or less, three tradelines are required regardless of the documentation type. In addition, any judgments, suits, other liens, collections or charge offs must not exceed $5,000 in aggregate and may remain open provided such judgments, suits, other liens, collections or charge offs does not affect title to the property.

S-91

With respect to the Series III Program, a borrower must have a minimum of four trade accounts including a mortgage and/or rental history, along with one non traditional trade account to satisfy five trades, with 24 months credit history, a borrower may not have more than two 30 day delinquent mortgage payments within the past 12 months. Bankruptcies must be at least 24 months old, fully discharged and the borrower must have re-established or re-affirmed satisfactory credit history. Foreclosures are not allowed in the past 3 years. No judgments, suits, tax liens, other liens, collections or charge offs in the past 24 months, generally older items must be paid prior to or at closing.

With respect to the Series III+ Program, a borrower must have a minimum of two trade accounts including a mortgage and/or rental history, along with one non traditional trade account to satisfy three trades, with 12 months credit history, a borrower may not have more than two 30 day delinquent mortgage payments within the past 12 months. Any open judgments, suits, liens, collections and charge offs not to exceed $500 cumulatively within the past 12 months generally are paid prior to or at closing. Bankruptcies must be at least 24 months old, fully discharged and the borrower must have re-established or re-affirmed satisfactory credit history. Foreclosures are not allowed during the past 24 months. Tax liens are not allowed within the last 12 months.

With respect to the Series IV Program, a borrower must have a minimum of two trade accounts including a mortgage and/or rental history, along with one non traditional trade account to satisfy three trades, with 12 months credit history, a borrower may not have more than four 30 day delinquent mortgage payments or three 30 day delinquent mortgage payments and one 60 day delinquent mortgage payment within the past 12 months. Any open judgments, suits, liens, collections and charge offs not to exceed $1,000 cumulatively within the past 12 months generally are paid prior to or at closing. Bankruptcies must be at least 18 months old, fully discharged and the borrower must have re-established or re-affirmed satisfactory credit history. Foreclosures are not allowed in the past 18 months. Tax liens are not allowed within the last 12 months.

With respect to the Series V Program, a borrower must have a minimum of two trade accounts including a mortgage and/or rental history, along with one non traditional trade account to satisfy three trades, with 12 months credit history, a borrower may not have more than five 30 day delinquent mortgage payments or two 60 day delinquent mortgage payments or one 90 day delinquent mortgage payment within the past 12 months. Any open judgments, suits, liens, collections and charge offs not to exceed $4,000 cumulatively within the past 12 months generally are paid prior to or at closing. Bankruptcies must be at least 12 months old, fully discharged and the borrower must have re-established or re-affirmed satisfactory credit history. Foreclosures are not allowed in the past 12 months. Tax liens are not allowed within the last 12 months.

With respect to the Series VI program, a borrower must have a minimum of two trade accounts including a mortgage and/or rental history, along with one non traditional trade account to satisfy three trades, with 12 months credit history, a borrower may not have more than one 90 day delinquent mortgage payment within the past 12 months. Any open judgments, suits, liens, collections and charge offs generally are paid prior to or at closing. Bankruptcies must be at least 6 months old. Foreclosures are not allowed in the past 6 months. Tax liens are not allowed within the last 6 months.

The Progressive Express™ Programs

Progressive Express™ Programs with Documentation

General. In July 1996, the Originator developed an additional series to the Progressive Program, the “Progressive Express™ Program.” The concept of the Progressive Express™ Program is to underwrite the loan focusing on the borrower's Credit Score, ability and willingness to repay the mortgage loan obligation, and assess the adequacy of the mortgaged property as collateral for the loan. The Credit Score is an electronic evaluation of past and present credit accounts on the borrower's credit bureau report. This includes all reported accounts as well as public records and inquiries. The Progressive Express™ Program offers six levels of mortgage loan programs. The Progressive Express™ Program has a minimum Credit Score that must be met by the borrower's primary wage earner and does not allow for exceptions to the Credit Score requirement. The Credit Score requirement is as follows: Progressive Express™ I above 680, Progressive Express™ II 680-620, Progressive Express™ III 619-601, Progressive Express™ IV 600-581, Progressive Express™ V 580-551, and Progressive Express™ VI 550-500. Each Progressive Express™ program has different Credit Score requirements, credit criteria, reserve requirements, and loan to value ratio restrictions. Progressive Express™ I is designed for credit history and income requirements typical of “A+” credit borrowers. In the event a borrower does not fit the Progressive Express™ I criteria, the borrower's mortgage loan is placed into either Progressive Express™ II, III, IV, V, or VI, depending on which series' mortgage loan parameters meets the borrowers unique credit profile.

S-92

All of the mortgage loans originated under the Progressive Express™ program are prior approved and/or underwritten either by employees of the Originator or underwritten by contracted mortgage insurance companies or delegated conduit sellers. Under the Progressive Express™ Program, the Originator underwrites single family dwellings with loan to value ratios at origination of up to 100%. In general, the maximum amount for mortgage loans originated under the Progressive Express Program is $750,000; however, the Originator may approve mortgage loans on a case by case basis where generally the maximum loan amount is up to $1 million, owner occupied, with a minimum credit score of 681. The borrower must disclose employment and assets which both are verified by the Originator, the loan to value must not be greater than 70%, the CLTV must not be greater than 80% and the property must be single family residence, excluding condominiums. For loans that exceed a 97% loan to value ratio to a maximum of a 100% loan to value ratio, (i) such loans must be for purchase transactions only, (ii) the borrower must have a minimum credit score of 700, (iii) the mortgaged property must be an owner occupied, primary residence, (iv) the borrower must state income and assets on the Residential Loan Application and meet a debt ratio not to exceed 50% and (v) such loan must be underwritten utilizing the Impac Direct Access System for Lending (IDASL) automated underwriting system. Condominiums are not allowed on the 100% loan to value ratio feature. In order for the property to be eligible for the Progressive Express™ Program, it may include a single family residence (1 unit), 2 4 units, condominium and/or planned unit development (PUD). Progressive Express™ I & II allow owner occupied and second home single family residence property subject to a maximum loan to value ratio of 95% and a maximum 100% CLTV on owner occupied mortgaged properties and 95% on mortgaged properties that are second homes. Express III allows owner occupied single family residence property subject to a maximum 90% loan to value ratio and a CLTV of 95%. Progressive Express™ I & II allow owner occupied and non owner occupied properties to a maximum 90% loan to value ratio on 1 2 units and 80% loan to value ratio on 3 4 units with a maximum 100% CLTV on owner occupied and Express II non owner occupied to 95% CLTV. Express III allow non owner occupied subject to a maximum 80% loan to value ratio on 1 4 units with a maximum 95% CLTV. Express IV, V and VI allow owner occupied and second homes only and non owner occupied property is not allowed. Express IV owner occupied is subject to a maximum 90% loan to value ratio, Express V is subject to a maximum of 80% loan to value ratio and Express VI is subject to a maximum of 75% loan to value ratio and CLTV is not allowed on Express IV, V or VI. Express IV, V or VI loans secured by a second home are subject to a maximum of 70% loan to value ratio on Express IV, V and VI and CLTV is not allowed. Progressive Express™ Programs I through IV loans with loan to value ratios at origination in excess of 80% are generally insured by MGIC, Radian or RMIC. The borrower can elect to have primary mortgage insurance covered by their loan payment. If the borrower makes such election, a loan to value ratio between 80.01% and 85.00% requires 22% coverage, a loan to value ratio between 85.01% and 90.00% requires 25% coverage, a loan to value ratio between 90.00% and 95.00% requires 30% coverage and a loan to value ratio between 95.01% and 100% requires 35% coverage. Generally, when the borrower's credit score is less than 660 or the borrower does not make such an election, the related mortgage loan will be covered by a modified primary mortgage insurance policy issued by Radian to the Originator providing coverage in the amount of (i) a loan to value ratio between 80.01% and 85.00% requires 22% coverage, (ii) a loan to value ratio between 85.01% and 90.00% requires 25% coverage, (iii) 30% for a mortgage loan with a loan to value ratio between 90.01% and 95.00% and (iv) 35% for mortgage loan with a loan to value ratio between 95.01% and 100%.

S-93

Each borrower completes a Residential Loan Application (Fannie Mae Form 1003 or Freddie Mac Form 65). The borrower must disclose employment and assets on the application, however, there is no verification of the information. If the borrower elects to verify assets, the Originator obtains from the borrower either verification of deposits or bank statements for the most recent one month period preceding the mortgage loan application. The conduit seller obtains a verbal verification of employment on each borrower.

The Originator uses the foregoing parameters as guidelines only. The Originator may include certain provisions in the note that the Originator may not enforce. Full documentation is requested by the underwriter if it is the judgment of the underwriter that the compensating factors are insufficient for loan approval under the Progressive Express™ Product Line.

Credit History. The Progressive Express™ Program defines an acceptable credit history in each of the programs I through VI. Progressive Express™ I defines an acceptable credit history as a borrower who has “A+” credit, meaning a minimum of four trade accounts including a mortgage and/or rental history, along with one non traditional trade account to satisfy five trades, no 30 day delinquent mortgage payments in the past 12 months, and a maximum of one 30 day delinquent payments on any revolving credit accounts within the past 12 months and one 30 day delinquent payment on any installment credit accounts within the past 12 months. However, if the loan to value ratio of the loan is 90% or less, consumer credit is disregarded. All bankruptcies must be at least 24 months old, fully discharged and the borrower must have re-established or re-affirmed satisfactory credit history. Foreclosures are not allowed in the past 3 years. No judgments, suits, tax liens, other liens, collections or charge offs in the past 24 months, generally older items must be paid prior to or at closing.

With respect to Progressive Express™ II, a borrower must have a minimum of four trade accounts including a mortgage and/or rental history, along with one non traditional trade account to satisfy five trades, and no late mortgage payments for the past 12 months. In addition, a borrower must have a maximum of two 30 day delinquent payments on any revolving credit accounts within the past 12 months and one 30 day delinquent payment on any installment credit accounts within the past 12 months. However, if the loan to value ratio of the loan is 90% or less, revolving and installment credit is disregarded. All bankruptcies must be at least 24 months old, fully discharged and the borrower must have re-established or re-affirmed satisfactory credit history. Foreclosures are not allowed in the past 3 years. No judgments, suits, tax liens, other liens, collections or charge offs allowed within the past 24 months, generally older items must be paid prior to or at closing.

With respect to Progressive Express™ III, a borrower must have a minimum of four trade accounts including a mortgage and/or rental history, along with one non traditional trade account to satisfy five trades and no more than one 30 day late mortgage payment for the past 12 months. All bankruptcies must be at least 24 months old, fully discharged and the borrower must have re-established or re-affirmed satisfactory credit history. Foreclosures are not allowed in the past 3 years. No judgments, suits, tax liens, other liens, collections or charge offs allowed within the past 24 months, generally older items must be paid prior to or at closing.

With respect to Progressive Express™ IV, a borrower must have a minimum of four trade accounts including a mortgage and/or rental history, along with one non traditional trade account to satisfy five trades, no more than two 30 day late mortgage payments for the past 12 months. All bankruptcies must be at least 24 months old, fully discharged and the borrower must have re-established or re-affirmed satisfactory credit history. Foreclosures are not allowed in the past 3 years. No judgments, suits, tax liens, other liens, collections or charge offs allowed within the past 24 months, generally older items must be paid prior to or at closing.

S-94

With respect to Progressive Express™ V, a borrower must have a minimum of two trade accounts including a mortgage and/or rental history, along with one non traditional trade account to satisfy three trades, with 12 months credit history, no more than two 30 day late mortgage payments in the past 12 months. All bankruptcies must be at least 24 months old, fully discharged and the borrower must have re-established or re-affirmed satisfactory credit history. Foreclosures are not allowed in the past 24 months. Judgments, suits, liens, collections or charge offs, may not exceed $500 cumulatively within the past 12 months, and must be paid prior to or at closing. Tax liens are not allowed within the last 12 months.

With respect to Progressive Express™ VI, a borrower must have a minimum of two trade accounts including a mortgage and/or rental history, along with one non traditional trade account to satisfy three trades, with 12 months credit history, no more than four 30 day or three 30 day and one 60 day late mortgage payments in the past 12 months. All bankruptcies must be at least 18 months old and fully discharged. Foreclosures are not allowed in the past 18 months. Judgments, suits, liens, collections or charge offs, may not exceed $1,000 cumulatively within the past 12 months, and must be paid prior to or at closing. Tax liens are not allowed within the last 12 months.

Progressive Express™ No Doc Program

In May, 1999, the Originator introduced a Progressive Express™ No Doc Program (the “No Doc program”). The concept of the No Doc program is to underwrite the loan focusing on the borrower's credit score, ability and willingness to repay the mortgage loan obligation, and assess the adequacy of the mortgaged property as collateral for the loan. The No Doc program has a minimum credit score and does not allow for exceptions to the credit score. The credit score requirement is as follows: 681 for Progressive Express™ No Doc I and 660 for Progressive Express™ No Doc II. Each program has a different credit score requirement and credit criteria.

All of the mortgage loans originated under the Progressive Express™ No Doc program are prior approved and/or underwritten either by employees of the Originator or underwritten by contracted mortgage insurance companies or delegated conduit sellers. Under the Progressive Express™ No Doc program, the Originator employees or contracted mortgage insurance companies or delegated conduit sellers underwrite single family dwellings with loan to value ratios at origination up to 95% and $500,000. In order for the property to be eligible for the Progressive Express™ No Doc program, it must be a single family residence (single unit only), condominium and/or planned unit development (PUD) or 2 units to a maximum loan to value ratio of 80%. The borrower can elect to have primary mortgage insurance covered by their loan payment. If the borrower makes such election, the loan to value ratios at origination in excess of 80%, generally are insured by MGIC, Radian or RMIC. For loan to value ratios of 80.01% to 85.00%, mortgage insurance coverage is 22%, for loan to value ratios 85.01% to 90.00%, mortgage insurance coverage is 25% and for loan to value ratios of 90% to 95%, mortgage insurance coverage is 30%. Generally, when the borrower's credit score is less than 660 or if the borrower does not make such election, the related mortgage loan will be covered by a modified primary insurance policy issued by Radian to the Originator providing coverage in the amount of 22% for a mortgage loan with a loan to value ratio between 80.01% and 85.00%, 25% for a mortgage loan with a loan to value ratio between 85.01% and 90.00% and 30% for a mortgage loan with a loan to value ratio of 90.01% to 95.00%.

Each borrower completes a Residential Loan Application (Fannie Mae Form 1003 or Freddie Mac Form 65). The borrower does not disclose income, employment, or assets and a Verbal Verification of Employment is not provided. Generally, borrowers provide a daytime telephone number as well as an evening telephone number. If the prospective borrower elects to state and verify assets on the Residential Loan Application, Originator obtains from prospective borrowers either a verification of deposits or bank statements for the most recent one month period preceding the mortgage loan application.

S-95

Credit History. The Progressive Express™ No Doc program defines an acceptable credit history as follows: Progressive Express™ No Doc I defines an acceptable credit history as a borrower who has “A+” credit, meaning a minimum of four trade accounts including a mortgage and/or rental history, along with one non traditional trade account to satisfy five trades, and no 30 day delinquent mortgage payments in the past 12 months and a maximum of one 30 day delinquent payments on any revolving credit accounts within the past 12 months and one 30 day delinquent payment on any installment credit accounts within the past 12 months. However, if the loan to value ratio of the loan is 90% or less, revolving and installment credit is disregarded. All bankruptcies must be at least 24 months old, fully discharged and the borrower must have re-established or re-affirmed a satisfactory credit history. Foreclosures are not allowed in the past 3 years. No judgments, suits, tax liens, other liens, collections or charge offs are allowed within the past 24 months, generally older items must be paid prior to or at closing.

With respect to Progressive Express™ No Doc II a borrower must have a minimum of four trade accounts including a mortgage and/or rental history, along with one non traditional trade account to satisfy five trades, and no late mortgage payments for the past 12 months and a maximum of two 30 day delinquent payments on any revolving credit accounts and one 30 day delinquent payment on any installment credit accounts within the past 12 months. However, if the loan to value ratio of the loan is 90% or less, revolving and installment credit is disregarded. All bankruptcies must be at least 24 months old, fully discharged and the borrower must have re-established or re-affirmed satisfactory credit history. Foreclosures are not allowed in past 3 years. No judgments, suits, tax liens, other liens, collections or charge offs allowed within the past 24 months, generally older items must be paid prior to or at closing.

Multifamily Loans

General. All of the Group 2 Loans were originated by IMPAC Multifamily Capital Corporation (“IMCC”), a subsidiary of the Sponsor, and were underwritten pursuant to, or in accordance with, the standards of IMCC's underwriting guidelines for its multifamily origination program (the “IMCC Program”) which are generally described below. The IMCC Program focuses exclusively on small apartment properties for which the loan amount generally does not exceed $3,000,000. However, loans may be originated under the program in excess of this amount. The IMCC Program is designed for uncomplicated loan activity on existing property where repayment is to be supported by cash flow from ongoing normal rental operations and where the expected productive physical life of the property and its systems will sustain tenancy occupancy over the term of the loan with normal management and maintenance. The program is not designed for properties requiring significant rehabilitation, renovation, repair, or reconstruction. Neither is the IMCC Program established to finance property exhibiting certain high risk attributes.

Property Location. IMCC currently will consider originating loans nationwide, subject to change by IMCC's management.

Property Types. IMCC offers first lien, adjustable-rate and hybrid mortgages for apartment properties having 5 or more total residential units. In addition, the following characteristics, among others, are also considered:

· property shall generally be at least 90% occupied with consistent and predictable cash flows from tenant rentals;

· property shall generate enough gross income to support the proposed mortgage debt service, operating expenses, reserves, and a sufficient return on investment to the related borrower(s);

S-96

· property shall be in “average” or better condition as determined by the property inspection and/or appraisal, without excessive deferred maintenance, and without building code violations or health and safety issues;

· property shall conform to the zoning of the site or is adequately insured for any nonconformity;

· proposed loans that collateralize multiple apartment buildings should generally have the buildings contiguous and adjacent to each other;

· condominiums or “Planned Unit Developments” (“PUD”) where the borrower owns 100% of the units contained in the separate structure(s) defined as the collateral property even though the structure(s) may be only a portion of the condominium association or PUD;

· properties with seasonal occupancy where the market area does support year-around occupancy and/or year-around employment; and

· properties with a studio/efficiency unit (i.e. units not containing any bedrooms) mix will be considered on a case-by-case basis.

IMCC generally does not make loans on properties that:

· have a nonresidential component contributing more than 25% of gross income;

· need significant rehabilitation or deferred maintenance;

· have been converted from alternative initial intended usage;

· have tenants that are “doubling-up,” i.e. have more occupants than intended for the unit; or

· cannot be “split-up” from another property because of requisite common areas that are essential to the property as a whole.

Property Condition Assessment. IMCC will generally require that a property inspection report (“Property Inspection Report”) be performed on each complete loan request unless all of the following apply: the property is less than 50 years of age, the transaction is a refinance transaction with a cash-out amount less than $100,000, the property is located in the five counties of Southern California (San Diego, Orange, Los Angeles, Riverside and San Bernadino), and the appraiser or underwriter does not recommend otherwise. If obtained, this report will help IMCC to determine the general condition of the property and if there is need for a repair letter and/or monetary holdback (generally 125% of the estimated cost) and the overall condition of the property. IMCC may require property repairs pre-funding or post funding. Any potential health and/or safety issues must be corrected prior to any loan funding and any work for which a holdback was required must generally be completed within 90 days of loan closing.

Environmental Guidelines. A collateral questionnaire is required to be completed by the Sponsor or buyer as an initial “screening” of a property for potential hazardous conditions. If the property was built in 1978 or earlier, an Operations and Maintenance Plan (“O&M”) will be required for lead-based paint and “asbestos containing materials.” In addition, “transaction screen investigations” (“TSI”) are performed to identify “recognized environmental conditions” at a property. Based on such TSI's, IMCC may require further actions including, but not limited to, a partial or full Phase I environmental site assessment.

Property Insurance. Each borrower is required to provide insurance coverage with respect to the related mortgaged property that includes:

· fire and extended coverage equal to the lesser of the replacement cost of the buildings and improvements or the loan amount;

· comprehensive personal liability coverage in an amount not less than $1,000,000/$2,000,000;

· loss of rent coverage equal to 100% of the gross annual rent; and

· to the extent required based on the characteristics of a particular property, law and ordinance coverage, flood insurance and earthquake insurance.

S-97

Appraisals. One full appraisal is required on each loan and generally is completed on the FHLMC Form 71A or 71B. Depending on the specific property size and complexity, a narrative report may be accepted. A desk review of the appraisal is generally completed for each loan prior to funding and is completed by internal appraisers or independent fee appraisers. Appraisers are selected from a list of approved appraisers and their reports must conform to the requirements of USPAP Standard 3 as follows:

· satisfies the requirements of USPAP Standard 1;

· identifies and sets forth any additional data relied upon and the reasoning and basis for the different estimate of value; and

· clearly identifies and discloses assumptions and limitations connected with the different estimate of value to avoid confusion in the marketplace.

Debt Service Coverage Ratio. IMCC typically looks to the Debt Service Coverage Ratio of a loan as an important measure of the risk of default on such a loan. The “Debt-Service Coverage Ratio” of a multifamily loan at any given time is generally equal to the ratio of (i) the Net Operating Income of the related mortgaged property for a twelve-month period to (ii) the annualized scheduled payment on the mortgage loan and on any other loan that is secured by a lien on the mortgaged property. “Net Operating Income” (“NOI”) generally means, for any given period, the total operating revenues derived from a multifamily property during such period, minus the total operating expenses incurred in respect of such property during such period other than (i) non-cash items such as depreciation and amortization, (ii) capital expenditures and (iii) debt service on loans (including the related mortgage loan) secured by liens on such property. The Debt Coverage Ratio and the combined Debt Coverage Ratio generally require a minimum of 1.15:1 after adjusting the NOI for replacement reserves. IMCC also looks to the loan-to-value ratio of a multifamily loan as a measure of risk. Generally the maximum loan-to-value is 80% and the maximum CLTV is 85% on multifamily properties of 5 or more units. The maximum loan amount generally does not exceed $5,000,000.

Evaluation of Borrower. A borrower under the IMCC Program may be an individual, corporation, limited liability company, partnership or other legal entity approved by IMCC, provided, however, that one or more natural persons must own a controlling interest in such borrower and each such natural person shall generally be personally liable for the loan or will otherwise personally guaranty the loan.

Each prospective borrower completes a mortgage loan application that includes information with respect to the applicant's liabilities, income, credit history, employment history and personal information. IMCC requires a credit report on each applicant from a national credit reporting company. The report typically contains information relating to such matters as credit history with local and national merchants and lenders, installment debt payments and any record of defaults, bankruptcies, repossessions, or judgments. Generally, the primary borrower's minimum middle credit score is 640. Generally, when the credit report indicates delinquent payments and the borrower's average credit score is below 680, the borrower may be required to explain all delinquencies over 30 days past due and all accounts must be brought current before closing. When the borrower's average credit score is between 680 and 720, the borrower may be required to explain all delinquencies within 24 months of the application date and all accounts must be current before closing. When the borrower's average credit score is greater than 720, the borrower may be required to explain long term debt (installment/mortgage) delinquencies within 24 months of the application and all accounts must be brought current prior to closing. Bankruptcy must be at least 60 months old, fully discharged and the borrower must have re-established or re-affirmed satisfactory credit history. Foreclosures are not allowed in the past 5 years. Any judgments or tax liens in excess of $1,000 per occurrence or an aggregate of $3,000 must be paid in full prior to closing.

Management Experience. The IMCC Program takes into account that an apartment building containing five to nine units is typical of the “starter” market for the beginning real estate investor. Thus, five to nine unit properties will generally not need management letters to be supplied, since it is assumed that these properties will be owner-managed by “starters” as well as experienced owners. For properties 10 units and larger, management experience is normally required. IMCC may deny the loan request based on insufficient management experience (generally, where the borrower has not demonstrated the necessary ability to manage investment real estate within the past three years). If the loan is granted upon other extenuating reasons, a management letter may be required, plus satisfactory review of a management agreement and qualifications of the manager.

S-98

In addition, see “The Mortgage Pools—Underwriting Criteria” in the prospectus.

Additional Information

The description in this free writing prospectus of the sample mortgage loans and the mortgaged properties is based upon the sample mortgage pool as of the Statistical Pool Calculation Date, as adjusted for the scheduled principal payments due on or before this date. However, many of the sample mortgage loans may not be included in the trust as mortgage loans as a result of incomplete documentation or otherwise if the Depositor deems this removal necessary or desirable, and may be prepaid at any time. The characteristics of each final loan group will not materially differ from the information provided with respect to each sample loan group. Within 15 days of the Closing Date, tables reflecting the composition of the mortgage loans in each loan group will be filed on Form 8-K with the Commission.

STATIC POOL INFORMATION

The Depositor will provide static pool information, material to this offering, with respect to the experience of the originator in securitizing asset pools of the same type at http://regabimpacisac.com.

Information provided through the Internet address above will not be deemed to be a part of this prospectus or the registration statement for the securities offered hereby if it relates to any prior securities pool or vintage formed before January 1, 2006, or with respect to the mortgage pool (if applicable) any period before January 1, 2006.

THE ISSUING ENTITY

Impac Secured Assets Trust 2006-1 is a common law trust formed under the laws of the State of New York pursuant to the pooling and servicing agreement between the Depositor, Sponsor, Master Servicer and the Trustee, dated as of March 1, 2006. The Agreement constitutes the “governing instrument” under the laws of the State of New York. After its formation, the Impac Secured Assets Trust 2006-1 will not engage in any activity other than (i) acquiring and holding the mortgage loans and the other assets of the Trust and proceeds therefrom, (ii) issuing the Certificates, (iii) making payments on the Certificates and (iv) engaging in other activities that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith. The foregoing restrictions are contained in the Agreement. These restrictions cannot be amended without the consent of holders of Certificates evidencing at least 66-2/3% of the voting rights. For a description of other provisions relating to amending the Agreement, please see “The Agreements—Amendment” in the base prospectus.

The assets of the Impac Secured Assets Trust 2006-1 will consist of the mortgage loans and certain related assets. Impac Secured Assets Trust 2006-1’s fiscal year end is December 31.

THE DEPOSITOR

The Depositor, Impac Secured Assets Corp., was incorporated in the state of Delaware in 1996 as ICIFC Secured Assets Corp., and is a wholly-owned subsidiary of Impac Funding Corporation. The Depositor changed its name to Impac Secured Assets Corp. in 1998. The Depositor was organized for the sole purpose of serving as a private secondary mortgage market conduit. The Depositor does not have, nor is it expected in the future to have, any significant assets. See “The Sponsor” below for information regarding the size, composition and growth of the total portfolio of assets for which Impac Secured Assets Corp. has served as Depositor.

S-99

The Depositor has been serving as a private secondary mortgage market conduit for residential mortgage loans since 1998. Since that time it has been involved in the issuance of securities backed by residential mortgage loans in excess of $12 billion. In conjunction with the Sponsor’s acquisition of mortgage loans, the Depositor will execute a mortgage loan purchase agreement through which the loans will be transferred to itself. These loans are subsequently deposited in a common law or statutory trust, described in this free writing prospectus, which will then issue the certificates.

After issuance and registration of the securities contemplated in this free writing prospectus and any supplement hereto, the Depositor will have no duties or responsibilities with respect to the pool assets or the securities.

The Depositor’s principal executive offices are located at 1401 Dove Street, Newport Beach, CA 92660. Its telephone number is (949) 475-3600.

THE SPONSOR

The Sponsor, Impac Funding Corporation, in its capacity as mortgage loan seller, will sell the mortgage loans to the Depositor pursuant to a Mortgage Loan Purchase Agreement, dated as of March 30, 2006, between the Sponsor and the Depositor.

The Sponsor was incorporated in the State of California in August 1995 and is an affiliate of the Depositor. The Sponsor commenced operation in California in 1995.

The Sponsor maintains its principal office at 1401 Dove Street, Newport Beach, CA 92660. Its telephone number is (949) 475-3600.

The Sponsor is a mortgage company that acquires, purchases and sells primarily first-lien non-conforming Alt-A mortgage loans from a network of third party correspondents, mortgage bankers, and brokers.

The Sponsor has been securitizing residential mortgage loans since 1995. The Sponsor securitized residential mortgage loans in two transactions with an aggregate principal balance of $883,975,000 during the year ending December 31, 2003. The Sponsor securitized residential mortgage loans in four transactions with an aggregate principal balance of $3,724,226,000 during the year ending December 31, 2004. The Sponsor securitized residential mortgage loans in two transactions with an aggregate principal balance of $2,612,035,471 during the year ending December 31, 2005.

PERMITTED INVESTMENTS

Any institution maintaining a custodial account shall at the direction of the Master Servicer invest the funds in such account in Permitted Investments, each of which shall mature not later than (i) the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to the Agreement, if a Person other than the Trustee is the obligor thereon, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to the Agreement, if the Trustee is the obligor thereon and shall not be sold or disposed of prior to its maturity. All income and gain realized from any such investment as well as any interest earned on deposits in a custodial account shall be for the benefit of the Master Servicer. The Master Servicer shall deposit in a custodial account an amount equal to the amount of any loss incurred in respect of any such investment immediately upon realization of such loss without right of reimbursement.

S-100

Any one or more of the following obligations or securities held in the name of the Trustee for the benefit of the certificateholders will be considered a Permitted Investment:

(a) obligations of or guaranteed as to principal and interest by the United States or any agency or instrumentality thereof when such obligations are backed by the full faith and credit of the United States;

(b) repurchase agreements on obligations specified in clause (i) maturing not more than one month from the date of acquisition thereof, provided that the unsecured obligations of the party agreeing to repurchase such obligations are at the time rated by each Rating Agency in its highest short-term rating available;

(c) federal funds, certificates of deposit, demand deposits, time deposits and bankers’ acceptances (which shall each have an original maturity of not more than 90 days and, in the case of bankers’ acceptances, shall in no event have an original maturity of more than 365 days or a remaining maturity of more than 30 days) denominated in United States dollars of any U.S. depository institution or trust company incorporated under the laws of the United States or any state thereof or of any domestic branch of a foreign depository institution or trust company; provided that the debt obligations of such depository institution or trust company (or, if the only Rating Agency is Standard & Poor’s, in the case of the principal depository institution in a depository institution holding company, debt obligations of the depository institution holding company) at the date of acquisition thereof have been rated by each Rating Agency in its highest short-term rating available; and provided further that, if the only Rating Agency is Standard & Poor’s and if the depository or trust company is a principal subsidiary of a bank holding company and the debt obligations of such subsidiary are not separately rated, the applicable rating shall be that of the bank holding company; and, provided further that, if the original maturity of such short-term obligations of a domestic branch of a foreign depository institution or trust company shall exceed 30 days, the short-term rating of such institution shall be A-1+ in the case of Standard & Poor’s if Standard & Poor’s is the Rating Agency;

(d) commercial paper (having original maturities of not more than 365 days) of any corporation incorporated under the laws of the United States or any state thereof which on the date of acquisition has been rated by Moody’s and Standard & Poor’s in their highest short-term ratings available; provided that such commercial paper shall have a remaining maturity of not more than 30 days;

(e) a money market fund or a qualified investment fund rated by Moody’s in its highest long-term ratings available and rated AAAm or AAAm-G by Standard & Poor’s, including any such funds for which Deutsche Bank National Trust Company or any affiliate thereof serves as an investment advisor, manager, administrator, shareholder, servicing agent, and/or custodian or sub-custodian; and

(f) other obligations or securities that are acceptable to each Rating Agency as a Permitted Investment hereunder and will not reduce the rating assigned to any Class of Certificates by such Rating Agency below the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date by such Rating Agency, as evidenced in writing;

provided, however, that no instrument shall be a permitted investment if it represents, either (1) the right to receive only interest payments with respect to the underlying debt instrument or (2) the right to receive both principal and interest payments derived from obligations underlying such instrument and the principal and interest payments with respect to such instrument provide a yield to maturity greater than 120% of the yield to maturity at par of such underlying obligations.

S-101

YIELD ON THE CERTIFICATES

Shortfalls in Collections of Interest

When a principal prepayment in full is made on a mortgage loan, the mortgagor is charged interest only for the period from the Due Date of the preceding monthly payment up to the date of the principal prepayment, instead of for a full month. When a partial principal prepayment is made on a mortgage loan, the mortgagor is not charged interest on the amount of the prepayment for the month in which the prepayment is made. In addition, the application of the Relief Act to any mortgage loan will adversely affect, for an indeterminate period of time, the ability of the Master Servicer to collect full amounts of interest on the mortgage loan. See “Legal Aspects of Mortgage Loans—Servicemembers Civil Relief Act” in the prospectus. The Subservicer is obligated to pay from its own funds only those interest shortfalls attributable to full and partial prepayments by the mortgagors on the mortgage loans subserviced by it, but only to the extent of its aggregate Subservicing Fee for the related Due Period. The Master Servicer is obligated to pay from its own funds only those interest shortfalls attributable to full and partial prepayments by the mortgagors on the mortgage loans master serviced by it, but only to the extent required to be paid by Subservicer and not so paid, and to the extent of its aggregate Master Servicing Fee for the related Due Period. See “Pooling and Servicing Agreement—Servicing and Other Compensation and Payment of Expenses” in this free writing prospectus. Accordingly, the effect of (1) any principal prepayments on the mortgage loans, to the extent that any resulting Prepayment Interest Shortfall exceeds any Compensating Interest or (2) any shortfalls resulting from the application of the Relief Act, will be to reduce the aggregate amount of interest collected that is available for distribution to holders of the certificates. Any resulting shortfalls will be allocated among the certificates as provided in this free writing prospectus under “Description of the Certificates—Allocation of Available Funds—Interest Distributions on the Offered Certificates.”

General Yield and Prepayment Considerations

The yield to maturity of the Offered Certificates will be sensitive to defaults on the mortgage loans. If a purchaser of an Offered Certificate calculates its anticipated yield based on an assumed rate of default and amount of losses that is lower than the default rate and amount of losses actually incurred, its actual yield to maturity will be lower than that so calculated. In general, the earlier a loss occurs, the greater is the effect on an investor’s yield to maturity. There can be no assurance as to the delinquency, foreclosure or loss experience with respect to the mortgage loans. Because the mortgage loans were underwritten in accordance with standards less stringent than those generally acceptable to Fannie Mae and Freddie Mac with regard to a borrower’s credit standing and repayment ability, the risk of delinquencies with respect to, and losses on, the mortgage loans will be greater than that of mortgage loans underwritten in accordance with Fannie Mae or Freddie Mac standards.

The rate of principal payments, the aggregate amount of distributions and the yields to maturity of the Offered Certificates will be affected by the rate and timing of payments of principal 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 and by the rate of principal prepayments (including for this purpose prepayments resulting from refinancing, liquidations of the mortgage loans due to defaults, casualties or condemnations and repurchases by the Sponsor). Certain of the mortgage loans contain prepayment charge provisions. The rate of principal payments may or may not be less than the rate of principal payments for mortgage loans that did not have prepayment charge provisions. The mortgage loans are subject to the “due-on-sale” provisions included therein. See “The Mortgage Pool” herein.

Prepayments, liquidations and purchases of the mortgage loans (including any optional purchases) will result in distributions on the Offered Certificates of principal amounts which would otherwise be distributed over the remaining terms of the mortgage loans. Since the rate of payment of principal on the mortgage loans will depend on future events and a variety of other factors, no assurance can be given as to such rate or the rate of principal prepayments. The extent to which the yield to maturity of a class of Offered Certificates may vary from the anticipated yield will depend, in the case of the Offered Certificates, upon the degree to which such class of certificates is purchased at a discount or premium. Further, an investor should consider the risk that, in the case of any Offered Certificate purchased at a discount, a slower than anticipated rate of principal payments (including prepayments) on the mortgage loans could result in an actual yield to such investor that is lower than the anticipated yield and, in the case of any Offered Certificate purchased at a premium, a faster than anticipated rate of principal payments on the mortgage loans could result in an actual yield to such investor that is lower than the anticipated yield.

S-102

The rate of principal payments (including prepayments) on pools of mortgage loans may vary significantly over time and may be influenced by a variety of economic, geographic, social and other factors, including changes in mortgagors’ housing needs, job transfers, unemployment, mortgagors’ net equity in the mortgaged properties and servicing decisions. In general, if prevailing interest rates were to fall significantly below the mortgage rates on the mortgage loans, such mortgage loans could be subject to higher prepayment rates than if prevailing interest rates were to remain at or above the mortgage rates on such mortgage loans. For example, if prevailing interest rates were to fall, mortgagors may be inclined to refinance their mortgage loans with a fixed-rate loan to “lock in” a lower interest rate or to refinance their mortgage loans with adjustable-rate mortgage loans with low introductory interest rates. Conversely, if prevailing interest rates were to rise significantly, the rate of prepayments on such mortgage loans would generally be expected to decrease. No assurances can be given as to the rate of prepayments on the mortgage loans in stable or changing interest rate environments.

Because principal distributions are paid to certain classes of Offered Certificates before other such classes, holders of classes of Offered Certificates having a later priority of payment bear a greater risk of losses than holders of classes having earlier priorities for distribution of principal.

To the extent the related Net WAC Rate becomes the Pass-Through Rate on the Offered Certificates, then in such case, less interest will accrue on such certificates than would otherwise be the case. For a discussion of factors that could limit the Pass-Through Rate on the certificates, see “Risk Factors—The Difference Between the Interest Rates on the Offered Certificates and the Related Mortgage Loans May Result in Net WAC Shortfall with Respect to Such Certificates” in this free writing prospectus.

Approximately 0.04%, 51.38% and 16.22% of the sample Group 1 Loans in the aggregate have initial interest only periods of two, five and ten years, respectively. Approximately 35.15% and 24.19% of the sample Group 1-A-1 Loans have initial interest only periods of five and ten years, respectively. Approximately 0.05%, 55.75% and 14.08% of the sample Group 1-A-2 Loans have initial interest only periods of five and ten years, respectively. Approximately 6.35% and 9.32% of the sample Group 2 Loans have initial interest only periods of three and five years, respectively. During this period, the payment made by the related borrower may be less than it would be if the mortgage loan amortized. In addition, the scheduled monthly payments will not include a principal portion during this period. As a result, no principal payments will be made to the certificates from these mortgage loans during their interest only period except in the case of a prepayment.

Approximately 79.40%, 82.91% and 78.45% of the sample Group 1 Loans, in the aggregate, the sample Group 1-A-1 Loans and sample Group 1-A-2 Loans, respectively, and all of the sample Group 2 Loans, provide for payment by the borrower of a prepayment charge in limited circumstances on certain prepayments. The holders of the Class P-R Certificates will be entitled to all prepayment charges received on the Group 1 Loans, and these amounts will not be available for distribution on the other classes of certificates. The holders of the Class P-M Certificates will be entitled to all prepayment charges received on the Group 2 Loans, and these amounts will not be available for distribution on the other classes of certificates. The Master Servicer may waive the collection of any otherwise applicable prepayment charge or reduce the amount thereof actually collected, but only if the Master Servicer does so in compliance with the prepayment charge waiver standards set forth in the Agreement. If the Master Servicer waives any prepayment charge other than in accordance with the standards set forth in the Agreement, the Master Servicer will be required to pay the amount of the waived prepayment charge. There can be no assurance that the prepayment charges will have any effect on the prepayment performance of the mortgage loans. Investors should conduct their own analysis of the effect, if any, that the prepayment premiums, and decisions by the Master Servicer with respect to the waiver thereof, may have on the prepayment performance of the mortgage loans.

S-103

Yield Sensitivity of the Offered Certificates

If the overcollateralization with respect to the Group 1 Loans has been reduced to zero and the certificate principal balances of the Class 1-M-1, Class 1-M-2, Class 1-M-3, Class 1-M-4, Class 1-M-5, Class 1-M-6, Class 1-M-7, Class 1-M-8 and Class 1-B Certificates have been reduced to zero, the yield to maturity on the Class 1-A-1-1, Class 1-A-1-2, Class 1-A-2A, Class 1-A2B and Class 1-A-2C Certificates will become extremely sensitive to losses on the related mortgage loans (and the timing thereof) that are covered by subordination, because the entire amount of any Realized Losses (to the extent not covered by related Net Monthly Excess Cashflow) will be allocated to the Class 1-A-1-1, Class 1-A-1-2, Class 1-A-2A, Class 1-A2B and Class 1-A-2C Certificates on a pro rata basis; provided, however, that Realized Losses otherwise allocable to the Class 1-A-1-1 Certificates shall be allocated first to the Class 1-A-1-2 Certificates. If the overcollateralization with respect to the Group 1 Loans has been reduced to zero and the certificate principal balances of the Class 1-M-2, Class 1-M-3, Class 1-M-4, Class 1-M-5, Class 1-M-6, Class 1-M-7, Class 1-M-8 and Class 1-B Certificates have been reduced to zero, the yield to maturity on the Class 1-M-1 Certificates will become extremely sensitive to losses on the related mortgage loans (and the timing thereof) that are covered by subordination, because the entire amount of any Realized Losses (to the extent not covered by related Net Monthly Excess Cashflow) will be allocated to the Class 1-M-1 Certificates. If the overcollateralization with respect to the Group 1 Loans and the certificate principal balance of the Class 1-M-3, Class 1-M-4, Class 1-M-5, Class 1-M-6, Class 1-M-7, Class 1-M-8 and Class 1-B Certificates have been reduced to zero, the yield to maturity on the Class 1-M-2 Certificates will become extremely sensitive to losses on the related mortgage loans (and the timing thereof) that are covered by subordination, because the entire amount of any Realized Losses (to the extent not covered by related Net Monthly Excess Cashflow) will be allocated to the Class 1-M-2 Certificates. If the overcollateralization with respect to the Group 1 Loans and the certificate principal balance of the Class 1-M-4, Class 1-M-5, Class 1-M-6, Class 1-M-7, Class 1-M-8 and Class 1-B Certificates have been reduced to zero, the yield to maturity on the Class 1-M-3 Certificates will become extremely sensitive to losses on the related mortgage loans (and the timing thereof) that are covered by subordination, because the entire amount of any Realized Losses (to the extent not covered by related Net Monthly Excess Cashflow) will be allocated to the Class 1-M-3 Certificates. If the overcollateralization with respect to the Group 1 Loans and the certificate principal balance of the Class 1-M-5, Class 1-M-6, Class 1-M-7, Class 1-M-8 and Class 1-B Certificates have been reduced to zero, the yield to maturity on the Class 1-M-4 Certificates will become extremely sensitive to losses on the related mortgage loans (and the timing thereof) that are covered by subordination, because the entire amount of any Realized Losses (to the extent not covered by related Net Monthly Excess Cashflow) will be allocated to the Class 1-M-4 Certificates. If the overcollateralization with respect to the Group 1 Loans and the certificate principal balance of the Class 1-M-6, Class 1-M-7, Class 1-M-8 and Class 1-B Certificates have been reduced to zero, the yield to maturity on the Class 1-M-5 Certificates will become extremely sensitive to losses on the related mortgage loans (and the timing thereof) that are covered by subordination, because the entire amount of any Realized Losses (to the extent not covered by related Net Monthly Excess Cashflow) will be allocated to the Class 1-M-5 Certificates. If the overcollateralization with respect to the Group 1 Loans and the certificate principal balance of the Class 1-M-7, Class 1-M-8 and Class 1-B Certificates have been reduced to zero, the yield to maturity on the Class 1-M-6 Certificates will become extremely sensitive to losses on the related mortgage loans (and the timing thereof) that are covered by subordination, because the entire amount of any Realized Losses (to the extent not covered by related Net

S-104

Monthly Excess Cashflow) will be allocated to the Class 1-M-6 Certificates. If the overcollateralization with respect to the Group 1 Loans and the certificate principal balance of the Class 1-M-8 Certificates and Class 1-B Certificates have been reduced to zero, the yield to maturity on the Class 1-M-7 Certificates will become extremely sensitive to losses on the related mortgage loans (and the timing thereof) that are covered by subordination, because the entire amount of any Realized Losses (to the extent not covered by related Net Monthly Excess Cashflow) will be allocated to the Class 1-M-7 Certificates. If the overcollateralization with respect to the Group 1 Loans and the certificate principal balance of the Class 1-B Certificates have been reduced to zero, the yield to maturity on the Class 1-M-8 Certificates will become extremely sensitive to losses on the related mortgage loans (and the timing thereof) that are covered by subordination, because the entire amount of any Realized Losses (to the extent not covered by related Net Monthly Excess Cashflow) will be allocated to the Class 1-M-8 Certificates. If the overcollateralization with respect to the Group 1 Loans has been reduced to zero, the yield to maturity on the Class 1-B Certificates will become extremely sensitive to losses on the related mortgage loans (and the timing thereof) that are covered by subordination, because the entire amount of any Realized Losses (to the extent not covered by related Net Monthly Excess Cashflow) will be allocated to the Class 1-B Certificates. The initial undivided interests in the trust evidenced by the Class 1-A, Class 1-M-1, Class 1-M-2, Class 1-M-3, Class 1-M-4, Class 1-M-5, Class 1-M-6, Class 1-M-7, Class 1-M-8 and Class 1-B Certificates are approximately 93.00%, 1.30%, 0.90%, 0.50%, 0.50%, 0.50%, 0.50%, 0.50%, 0.50% and 1.20%, respectively, of the related Cut-off Date Balance.

If the overcollateralization with respect to the Group 2 Loans has been reduced to zero and the certificate principal balances of the Class 2-M-1, Class 2-M-2, Class 2-M-3 and Class 2-B Certificates have been reduced to zero, the yield to maturity on the Class 2-A-1 Certificates and Class 2-A-2 Certificates will become extremely sensitive to losses on the related mortgage loans (and the timing thereof) that are covered by subordination, because the entire amount of any Realized Losses (to the extent not covered by related Net Monthly Excess Cashflow) will be allocated first, to the Class 2-A-2 Certificates until the certificate principal balance thereof has been reduced to zero and second, to the Class 2-A-1 Certificates. If the overcollateralization with respect to the Group 2 Loans has been reduced to zero and the certificate principal balances of the Class 2-M-2, Class 2-M-3 and Class 2-B Certificates have been reduced to zero, the yield to maturity on the Class 2-M-1 Certificates will become extremely sensitive to losses on the related mortgage loans (and the timing thereof) that are covered by subordination, because the entire amount of any Realized Losses (to the extent not covered by related Net Monthly Excess Cashflow) will be allocated to the Class 2-M-1 Certificates. If the overcollateralization with respect to the Group 2 Loans and the certificate principal balance of the Class 2-M-3 Certificates and Class 2-B Certificates have been reduced to zero, the yield to maturity on the Class 2-M-2 Certificates will become extremely sensitive to losses on the related mortgage loans (and the timing thereof) that are covered by subordination, because the entire amount of any Realized Losses (to the extent not covered by related Net Monthly Excess Cashflow) will be allocated to the Class 2-M-2 Certificates. If the overcollateralization with respect to the Group 2 Loans and the certificate principal balance of the Class 2-B Certificates have been reduced to zero, the yield to maturity on the Class 2-M-3 Certificates will become extremely sensitive to losses on the related mortgage loans (and the timing thereof) that are covered by subordination, because the entire amount of any Realized Losses (to the extent not covered by related Net Monthly Excess Cashflow) will be allocated to the Class 2-M-3 Certificates. If the overcollateralization with respect to the Group 2 Loans has been reduced to zero, the yield to maturity on the Class 2-B Certificates will become extremely sensitive to losses on the related mortgage loans (and the timing thereof) that are covered by subordination, because the entire amount of any Realized Losses (to the extent not covered by related Net Monthly Excess Cashflow) will be allocated to the Class 2-B Certificates. The initial undivided interests in the trust evidenced by the Class 2-A, Class 2-M-1, Class 2-M-2, Class 2-M-3 and Class 2-B Certificates are approximately 82.85%, 3.90%, 4.70%, 5.75%, and 0.80%, respectively, of the related Cut-off Date Balance.

S-105

The recording of mortgages in the name of MERS is a relatively new practice in the mortgage lending industry. While the Depositor expects that the Master Servicer or applicable subservicer will be able to commence foreclosure proceedings on the mortgaged properties, when necessary and appropriate, public recording officers and others, however, may have limited, if any, experience with lenders seeking to foreclose mortgages, assignments of which are registered with MERS. Accordingly, delays and additional costs in commencing, prosecuting and completing foreclosure proceedings, defending litigation commenced by third parties and conducting foreclosure sales of the mortgaged properties could result. Those delays and additional costs could in turn delay the distribution of liquidation proceeds to the certificateholders and increase the amount of Realized Losses on the mortgage loans. In addition, if, as a result of MERS discontinuing or becoming unable to continue operations in connection with the MERS® System, it becomes necessary to remove any mortgage loan from registration on the MERS® System and to arrange for the assignment of the related mortgages to the Trustee, then any related expenses shall be reimbursable by the trust to the Master Servicer, which will reduce the amount available to pay principal of and interest on the Offered Certificates. For additional information regarding the recording of mortgages in the name of MERS see “The Mortgage Pool—Sample Mortgage Loan Characteristics” in this free writing prospectus.

Investors in the Offered Certificates should fully consider the risk that Realized Losses on the mortgage loans could result in the failure of such investors to fully recover their investments. Once Realized Losses have been allocated to the Offered Certificates, such amounts with respect to such certificates will no longer accrue interest nor will such amounts in respect of interest be reinstated thereafter. However, Allocated Realized Loss Amounts may be repaid to the Offered Certificates from related Net Monthly Excess Cashflow and to the Offered Certificates (other than the Class 1-A-1-1 Certificates and Class 1-A-1-2 Certificates) from payments from the Interest Rate Swap Agreements, according to the priorities set forth under “Description of the Certificates—Overcollateralization Provisions” above. In addition, the Certificate Principal Balances of the Offered Certificates may be increased to the extent of any Subsequent Recoveries received with respect to mortgage loans which incurred a Realized Loss which was allocated to such certificates.

Unless the Certificate Principal Balances of the related Class A Certificates have been reduced to zero, the related Subordinate Certificates will not be entitled to any principal distributions until the related Stepdown Date or during any period in which a related Trigger Event is in effect. As a result, the weighted average lives of the Subordinate Certificates will be longer than would otherwise be the case if distributions of principal were allocated on a pro rata basis among the related Class A Certificates and related Subordinate Certificates. As a result of the longer weighted average lives of the Subordinate Certificates, the holders of such certificates have a greater risk of suffering a loss on their investments. Further, because a related Trigger Event could result from either delinquencies or losses, it is possible for the Subordinate Certificates to receive no principal distributions (unless the certificate principal balances of the related Class A Certificates have been reduced to zero) on and after the related Stepdown Date even if no losses have occurred on the mortgage loans.

Yield Sensitivity of the Offered Certificates to One-Month LIBOR

The yield to investors on the Offered Certificates (other than the Class 1-A-1-1 Certificates and Class 1-A-1-2 Certificates) will be sensitive to fluctuations in the level of One-Month LIBOR. The Pass-Through Rate on the Offered Certificates (other than the Class 1-A-1-1 Certificates and Class 1-A-1-2 Certificates) will vary with One-Month LIBOR. Changes in the level of One-Month LIBOR may not correlate with changes in prevailing mortgage interest rates or changes in other indices. It is possible that lower prevailing mortgage interest rates, which might be expected to result in faster prepayments, could occur concurrently with an increased level of One-Month LIBOR. Investors in the Offered Certificates (other than the Class 1-A-1-1 Certificates and Class 1-A-1-2 Certificates) should also fully consider the effect on the yields on those certificates of changes in the level of One-Month LIBOR.

S-106

Weighted Average Lives

The timing of changes in the rate of principal prepayments on the mortgage loans may significantly affect an investor’s actual yield to maturity, even if the average rate of principal prepayments is consistent with such investor’s expectation. In general, the earlier a principal prepayment on the mortgage loans occurs, the greater the effect of such principal prepayment on an investor’s yield to maturity. The effect on an investor’s yield of principal prepayments occurring at a rate higher (or lower) than the rate anticipated by the investor during the period immediately following the issuance of the Offered Certificates may not be offset by a subsequent like decrease (or increase) in the rate of principal prepayments.

The weighted average life of an Offered Certificate is the average amount of time that will elapse from the Closing Date, until each dollar of principal is repaid to the investors in such certificate. Because it is expected that there will be prepayments and defaults on the mortgage loans, the actual weighted average lives of these certificates are expected to vary substantially from the weighted average remaining terms to stated maturity of the mortgage loans as set forth herein under “The Mortgage Pool.”

Prepayments of mortgage loans are commonly measured relative to a prepayment standard or model. The model used in this free writing prospectus is the Prepayment Assumption. The Prepayment Assumption does not purport to be either an historical description of the prepayment experience of any pool of mortgage loans or a prediction of the anticipated rate of prepayment of any mortgage loans, including the mortgage loans to be included in the trust.

The tables entitled “Percent of Initial Certificate Principal Balance Outstanding at the Following Percentages of the Prepayment Assumption” were prepared on the basis of the assumptions in the following paragraph and the table set forth below (the “Structuring Assumptions”). There are certain differences between the loan characteristics included in such assumptions and the characteristics of the actual mortgage loans. Any such discrepancy may have an effect upon the percentages of original certificate principal balances outstanding and weighted average lives of the Class A Certificates and the Subordinate Certificates set forth in the tables. In addition, since the actual mortgage loans in the trust will have characteristics that differ from those assumed in preparing the tables set forth below, the distributions of principal of the Class A Certificates and the Subordinate Certificates may be made earlier or later than indicated in the table.

The percentages and weighted average lives in the tables entitled “Percent of Initial Certificate Principal Balance Outstanding at the Following Percentages of the Prepayment Assumption” were determined assuming that: (i) the mortgage pool consists of 170 hypothetical mortgage loans having the following characteristics:

S-107

Loan Number	Loan Group		Principal Balance ($)		Net Mortgage Rate (%)		Mortgage Rate (%)		Age (in months)		Remaining Interest Only Period (in months)		Remaining Amortization Term to Maturity (in Months)		Remaining Term to Maturity (in Months)
1		1-A-1		328,740.87		7.970		8.250		1		N/A		359		179
2		1-A-1		336,513.21		7.797		8.077		0		N/A		480		360
3		1-A-1		207,897.52		7.095		7.375		1		N/A		479		359
4		1-A-1		117,582.35		7.220		7.500		0		N/A		480		360
5		1-A-1		667,999.74		7.915		8.195		0		N/A		480		360
6		1-A-1		15,083,913.78		7.107		7.390		1		N/A		353		353
7		1-A-1		4,086,969.85		6.977		7.301		1		N/A		350		350
8		1-A-1		16,250,541.71		7.064		7.348		2		N/A		349		349
9		1-A-1		4,014,516.04		7.203		7.483		20		N/A		331		331
10		1-A-1		1,823,159.10		7.050		7.330		10		N/A		295		295
11		1-A-1		13,936,273.16		7.343		7.685		18		N/A		334		334
12		1-A-1		14,466,978.60		7.016		7.350		1		119		359		359
13		1-A-1		3,404,650.64		6.769		7.049		0		120		360		360
14		1-A-1		4,500,074.57		6.871		7.151		1		119		359		359
15		1-A-1		1,370,994.22		6.806		7.086		0		120		360		360
16		1-A-1		435,934.57		7.595		7.875		1		119		359		359
17		1-A-1		9,652,819.86		7.433		7.775		1		119		359		359
18		1-A-1		17,092,737.49		7.075		7.355		1		59		359		359
19		1-A-1		6,963,554.81		6.985		7.265		1		59		359		359
20		1-A-1		11,810,833.27		7.351		7.657		1		59		359		359
21		1-A-1		2,491,875.99		6.682		6.962		1		59		359		359
22		1-A-1		983,198.43		7.486		7.766		1		59		359		359
23		1-A-1		9,807,923.89		7.669		7.969		1		59		359		359
24		1-A-2		277,064.11		7.648		7.928		45		N/A		315		135
25		1-A-2		493,425.94		7.264		7.544		0		N/A		480		360
26		1-A-2		391,141.29		7.470		7.750		0		N/A		480		360
27		1-A-2		648,902.60		7.220		7.500		0		N/A		480		360
28		1-A-2		13,231,221.58		7.187		7.506		4		N/A		355		355
29		1-A-2		6,604,028.12		7.191		7.471		2		N/A		352		352
30		1-A-2		14,232,756.96		7.039		7.342		7		N/A		344		344
31		1-A-2		5,376,029.60		6.971		7.251		12		N/A		337		337
32		1-A-2		1,805,319.70		6.794		7.074		42		N/A		318		318
33		1-A-2		33,541,242.16		7.411		7.741		21		N/A		328		328
34		1-A-2		10,804,675.29		7.090		7.370		0		120		360		360
35		1-A-2		4,076,888.08		6.995		7.275		0		120		360		360
36		1-A-2		7,242,912.88		7.010		7.290		0		120		360		360
37		1-A-2		294,405.81		6.710		6.990		0		120		360		360
38		1-A-2		701,144.76		8.095		8.375		1		119		359		359
39		1-A-2		8,417,456.59		7.718		7.998		1		119		359		359
40		1-A-2		15,757,919.84		7.133		7.433		0		60		360		360
41		1-A-2		6,513,602.35		7.365		7.645		1		59		359		359
42		1-A-2		13,637,493.10		7.146		7.426		0		60		360		360
43		1-A-2		3,041,443.50		7.055		7.335		1		59		359		359
44		1-A-2		627,925.75		7.454		7.734		1		59		359		359
45		1-A-2		17,785,277.77		7.580		7.889		1		59		357		357
46		1-A-2		2,384,901.83		7.420		7.999		7		N/A		353		353
47		1-A-2		8,371,512.07		7.000		7.573		7		N/A		353		353
48		1-A-2		1,061,970.67		6.892		7.836		23		N/A		337		337
49		1-A-2		218,578.60		7.325		9.000		41		N/A		319		319
50		1-A-2		203,402.36		7.470		7.875		4		N/A		356		356
51		1-A-2		7,835,394.91		7.302		7.806		13		N/A		347		347
52		1-A-2		967,054.85		7.317		7.722		0		N/A		480		360
53		1-A-2		302,354.62		8.345		8.750		0		N/A		480		360
54		1-A-2		1,022,846.48		6.276		6.681		3		117		357		357
55		1-A-2		1,138,812.07		6.748		7.153		1		119		359		359
56		1-A-2		419,936.97		6.345		6.750		4		116		356		356
57		1-A-2		227,965.78		7.495		7.900		1		119		359		359
58		1-A-2		199,969.99		7.470		7.875		0		120		360		360

S-108

Loan Number	Loan Group		Principal Balance ($)		Net Mortgage Rate (%)		Mortgage Rate (%)		Age (in months)		Remaining Interest Only Period (in months)		Remaining Amortization Term to Maturity (in Months)		Remaining Term to Maturity (in Months)
59		1-A-2		263,960.38		5.345		5.750		8		16		352		352
60		1-A-2		8,343,774.69		7.297		7.728		1		59		359		359
61		1-A-2		20,212,649.77		6.993		7.434		4		56		356		356
62		1-A-2		1,948,748.51		7.158		7.563		1		59		359		359
63		1-A-2		103,984.39		6.905		7.310		0		60		360		360
64		1-A-2		637,779.27		6.908		7.313		2		58		358		358
65		1-A-2		15,423,614.20		7.121		7.671		3		57		357		357
66		1-A-2		149,730.93		6.595		7.000		2		N/A		358		358
67		1-A-2		2,276,258.97		6.933		7.633		4		N/A		356		356
68		1-A-2		148,655.38		6.470		6.875		41		N/A		319		319
69		1-A-2		370,938.83		7.470		7.875		1		N/A		359		359
70		1-A-2		1,916,218.07		7.465		7.870		7		N/A		353		353
71		1-A-2		226,366.02		8.470		8.875		0		N/A		480		360
72		1-A-2		1,048,442.64		6.864		7.269		1		119		359		359
73		1-A-2		167,974.79		7.345		7.750		0		120		360		360
74		1-A-2		1,784,124.21		6.895		7.381		1		119		359		359
75		1-A-2		639,903.95		7.345		7.750		1		119		359		359
76		1-A-2		1,971,454.10		7.047		7.452		1		119		359		359
77		1-A-2		4,786,911.51		6.640		7.045		1		59		359		359
78		1-A-2		3,475,303.38		6.810		7.215		2		58		358		358
79		1-A-2		3,961,505.40		6.598		7.003		3		57		357		357
80		1-A-2		2,114,682.60		7.313		7.718		0		60		360		360
81		1-A-2		4,634,046.42		7.000		7.537		3		57		357		357
82		1-A-2		404,352.53		10.832		11.362		4		N/A		356		176
83		1-A-2		1,211,078.20		10.328		10.858		6		N/A		354		174
84		1-A-2		348,247.39		9.491		10.021		6		N/A		354		174
85		1-A-2		113,855.43		11.605		12.135		5		N/A		355		175
86		1-A-2		6,308,926.35		10.233		10.763		5		N/A		355		175
87		1-A-2		67,895.90		11.720		12.250		5		N/A		355		235
88		1-A-2		36,744.48		11.720		12.250		4		116		356		176
89		1-A-2		79,971.00		8.095		8.625		6		114		354		174
90		1-A-2		2,707,570.19		10.955		11.485		4		56		356		176
91		1-A-2		1,330,280.33		10.184		10.714		5		55		355		175
92		1-A-2		61,990.70		9.470		10.000		4		56		356		176
93		1-A-2		56,241.56		10.095		10.625		4		56		356		176
94		1-A-2		1,737,177.26		10.497		11.027		4		56		356		176
95		1-A-2		71,130.55		10.220		10.750		4		N/A		356		356
96		1-A-2		24,751.93		9.470		10.000		4		N/A		176		176
97		1-A-2		363,773.87		10.523		11.053		5		N/A		283		283
98		1-A-2		839,452.00		9.285		9.815		6		114		174		174
99		1-A-2		159,576.05		11.790		12.320		3		57		357		357
100		1-A-2		464,030.35		11.155		11.685		4		56		202		202
101		1-A-2		155,245.35		5.470		5.875		41		N/A		319		319
102		1-A-2		219,966.98		6.345		6.750		1		119		359		359
103		1-A-2		6,486,849.87		7.450		7.855		0		N/A		360		360
104		1-A-2		1,102,124.65		6.673		7.078		0		N/A		360		360
105		1-A-2		1,420,600.79		6.852		7.257		1		N/A		359		359
106		1-A-2		1,391,341.85		6.620		7.025		8		N/A		352		352
107		1-A-2		5,430,426.76		7.623		8.038		0		N/A		360		360
108		1-A-2		1,046,556.22		6.935		7.340		3		N/A		477		357
109		1-A-2		219,966.98		6.720		7.125		0		N/A		480		360
110		1-A-2		284,957.23		6.345		6.750		0		N/A		480		360
111		1-A-2		15,946,550.87		6.777		7.182		1		119		359		359
112		1-A-2		1,441,783.60		6.149		6.554		1		119		359		359
113		1-A-2		2,904,684.03		6.762		7.167		0		120		360		360
114		1-A-2		3,977,987.93		7.041		7.446		0		120		360		360
115		1-A-2		42,447,596.01		6.746		7.162		0		60		360		360
116		1-A-2		11,815,671.54		6.660		7.108		0		60		360		360
117		1-A-2		9,427,714.96		6.745		7.150		2		58		358		358

S-109

 

Number Loan Group Principal Balance ($) Net Mortgage Rate (%) Mortgage Rate (%) Age (in months) Remaining Interest Only Period (in months) Remaining Amortization Term to Maturity (in Months) Remaining Term to Maturity (in Months)

118	1-A-2	2,271,118.14	6.596	7.001	5	55	355	355
119	1-A-2	902,319.57	7.122	7.527	0	60	360	360
120	1-A-2	21,317,370.77	7.150	7.571	3	57	357	357
121	1-A-2	916,516.04	5.692	6.097	41	N/A	319	319
122	1-A-2	78,183.83	5.595	6.000	41	N/A	319	319
123	1-A-2	367,944.77	6.720	7.125	0	N/A	360	360
124	1-A-2	299,954.98	7.845	8.250	0	N/A	360	360
125	1-A-2	401,633.54	6.582	6.987	13	N/A	347	347
126	1-A-2	3,595,560.33	6.469	6.874	0	120	360	360
127	1-A-2	583,612.40	6.260	6.665	1	119	359	359
128	1-A-2	938,859.08	6.765	7.170	1	119	359	359
129	1-A-2	1,089,836.42	6.220	6.625	0	120	360	360
130	1-A-2	2,737,114.18	6.687	7.092	0	60	360	360
131	1-A-2	1,848,772.51	7.118	7.523	0	60	360	360
132	1-A-2	1,767,834.66	6.187	6.592	0	60	360	360
133	1-A-2	925,861.03	6.195	6.600	0	60	360	360
134	1-A-2	1,713,692.79	6.489	6.894	1	59	359	359
135	1-A-2	595,762.79	5.999	6.404	41	N/A	319	319
136	1-A-2	585,753.81	7.265	7.670	2	N/A	358	358
137	1-A-2	346,276.63	7.855	8.260	0	N/A	360	360
138	1-A-2	311,153.30	5.970	6.375	0	120	360	360
139	1-A-2	17,156,043.99	6.539	6.944	1	59	359	359
140	1-A-2	555,916.56	7.470	7.875	1	59	359	359
141	1-A-2	231,915.19	7.345	7.750	1	59	359	359
142	1-A-2	1,120,024.89	6.874	7.279	2	58	358	358
143	1-A-2	2,449,276.38	7.072	7.477	1	59	359	359
144	1-A-2	147,977.79	8.345	8.750	0	N/A	360	360
145	1-A-2	6,178,745.14	6.356	6.841	38	N/A	322	322
146	1-A-2	1,841,434.24	6.477	6.931	40	N/A	320	320
147	1-A-2	894,475.29	6.603	7.141	42	N/A	318	318
148	1-A-2	191,218.55	6.970	7.375	40	N/A	320	320
149	1-A-2	5,415,544.03	6.226	6.631	39	N/A	321	321
150	1-A-2	8,806,710.88	6.701	7.138	36	N/A	324	324
151	1-A-2	1,030,195.37	6.959	7.364	2	118	358	358
152	1-A-2	13,393,585.72	6.286	6.811	37	23	323	323
153	1-A-2	4,383,096.45	6.456	7.043	28	32	332	332
154	1-A-2	3,584,120.76	6.208	6.671	35	25	325	325
155	1-A-2	609,672.24	6.424	6.829	40	20	320	320
156	1-A-2	1,120,987.73	6.960	7.365	22	38	338	338
157	1-A-2	18,388,274.35	6.933	7.358	22	38	338	338
158	2	148,977.64	7.068	7.250	2	N/A	358	358
159	2	35,789,020.67	6.884	7.066	2	N/A	358	358
160	2	6,674,498.20	6.136	6.318	2	34	358	358
161	2	9,874,917.84	6.191	6.373	2	34	358	358
162	2	899,864.94	6.193	6.375	2	N/A	358	358
163	2	39,805,674.16	6.727	6.909	2	N/A	358	358
164	2	24,286,933.08	6.399	6.581	2	58	358	358
165	2	1,933,106.05	5.818	6.000	3	N/A	357	357
166	2	10,517,327.25	6.871	7.053	2	N/A	358	358
167	2	654,376.60	5.943	6.125	3	N/A	357	357
168	2	26,054,919.68	6.705	6.887	2	N/A	358	358
169	2	1,588,761.54	6.408	6.590	1	N/A	359	359
170	2	102,270,512.47	5.898	6.080	2	N/A	358	358

S-110

Loan Number

Loan Group

Gross Margin (%)

Months to Next Rate Adjustment Date

Initial Rate Cap (%)

Months Between Rate Adjustment Dates

Subsequent Periodic Rate Cap (%)

Maximum Mortgage Rate (%)

Minimum Mortgage Rate (%)

Index

1

1-A-1

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

2

1-A-1

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

3

1-A-1

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

4

1-A-1

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

5

1-A-1

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

6

1-A-1

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

7

1-A-1

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

8

1-A-1

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

9

1-A-1

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

10

1-A-1

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

11

1-A-1

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

12

1-A-1

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

13

1-A-1

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

14

1-A-1

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

15

1-A-1

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

16

1-A-1

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

17

1-A-1

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

18

1-A-1

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

19

1-A-1

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

20

1-A-1

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

21

1-A-1

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

22

1-A-1

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

23

1-A-1

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

24

1-A-2

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

25

1-A-2

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

26

1-A-2

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

27

1-A-2

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

28

1-A-2

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

29

1-A-2

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

30

1-A-2

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

31

1-A-2

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

32

1-A-2

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

33

1-A-2

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

34

1-A-2

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

35

1-A-2

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

36

1-A-2

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

37

1-A-2

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

38

1-A-2

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

39

1-A-2

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

40

1-A-2

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

41

1-A-2

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

42

1-A-2

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

43

1-A-2

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

44

1-A-2

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

45

1-A-2

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

46

1-A-2

3.778

20

3.000

6

1.000

13.973

3.778

6 Mo. LIBOR

47

1-A-2

4.784

19

3.000

6

1.051

13.602

5.792

6 Mo. LIBOR

48

1-A-2

4.899

13

3.000

6

1.000

13.616

7.616

6 Mo. LIBOR

49

1-A-2

5.000

1

3.000

6

1.000

14.750

8.750

6 Mo. LIBOR

50

1-A-2

3.250

20

3.000

6

1.000

13.875

3.250

6 Mo. LIBOR

51

1-A-2

4.409

17

3.000

6

1.115

13.868

5.274

6 Mo. LIBOR

52

1-A-2

3.354

24

3.000

6

1.000

13.722

3.354

6 Mo. LIBOR

53

1-A-2

3.250

24

3.000

6

1.000

14.750

3.250

6 Mo. LIBOR

54

1-A-2

3.386

21

3.000

6

1.000

12.423

3.386

6 Mo. LIBOR

55

1-A-2

3.403

23

2.718

6

1.000

13.153

3.403

6 Mo. LIBOR

56

1-A-2

3.125

20

3.000

6

1.000

12.750

3.125

6 Mo. LIBOR

57

1-A-2

3.000

23

3.000

6

1.000

13.900

3.000

6 Mo. LIBOR

58

1-A-2

3.250

24

3.000

6

1.000

13.875

3.250

6 Mo. LIBOR

S-111

Loan Number	Loan Group		Gross Margin (%)		Months to Next Rate Adjustment Date		Initial Rate Cap (%)		Months Between Rate Adjustment Dates		Subsequent Periodic Rate Cap (%)		Maximum Mortgage Rate (%)		Minimum Mortgage Rate (%)		Index
59		1-A-2		3.250		16		2.000		6		1.000		11.750		3.250		6 Mo. LIBOR
60		1-A-2		3.334		23		3.000		6		1.000		13.728		3.661		6 Mo. LIBOR
61		1-A-2		4.176		21		3.000		6		1.000		13.410		4.649		6 Mo. LIBOR
62		1-A-2		3.478		23		3.000		6		1.000		13.563		3.478		6 Mo. LIBOR
63		1-A-2		3.250		24		3.000		6		1.000		13.310		3.250		6 Mo. LIBOR
64		1-A-2		3.563		22		3.000		6		1.000		13.313		3.563		6 Mo. LIBOR
65		1-A-2		4.438		21		2.952		6		1.048		13.692		4.995		6 Mo. LIBOR
66		1-A-2		3.500		34		3.000		6		1.000		13.000		3.500		6 Mo. LIBOR
67		1-A-2		3.781		33		2.872		6		1.000		13.633		4.393		6 Mo. LIBOR
68		1-A-2		2.875		1		3.000		6		1.000		12.750		2.875		6 Mo. LIBOR
69		1-A-2		3.375		35		3.000		6		1.000		13.875		3.375		6 Mo. LIBOR
70		1-A-2		3.617		30		3.000		6		1.022		13.783		3.753		6 Mo. LIBOR
71		1-A-2		3.375		36		3.000		6		1.000		14.875		3.375		6 Mo. LIBOR
72		1-A-2		3.423		35		3.000		6		1.000		13.269		3.423		6 Mo. LIBOR
73		1-A-2		3.375		36		3.000		6		1.000		13.750		3.375		6 Mo. LIBOR
74		1-A-2		3.367		35		2.498		6		1.000		13.381		3.367		6 Mo. LIBOR
75		1-A-2		3.375		35		3.000		6		1.000		13.750		3.375		6 Mo. LIBOR
76		1-A-2		3.250		35		2.000		6		1.706		13.452		3.250		6 Mo. LIBOR
77		1-A-2		3.382		35		3.000		6		1.000		13.045		3.418		6 Mo. LIBOR
78		1-A-2		3.875		34		3.000		6		1.000		13.215		4.441		6 Mo. LIBOR
79		1-A-2		3.770		33		2.916		6		1.084		13.031		3.796		6 Mo. LIBOR
80		1-A-2		3.375		36		3.000		6		1.000		13.718		3.375		6 Mo. LIBOR
81		1-A-2		3.733		34		2.971		6		1.029		13.516		3.885		6 Mo. LIBOR
82		1-A-2		N/A		N/A		N/A		N/A		N/A		N/A		N/A		N/A
83		1-A-2		N/A		N/A		N/A		N/A		N/A		N/A		N/A		N/A
84		1-A-2		N/A		N/A		N/A		N/A		N/A		N/A		N/A		N/A
85		1-A-2		N/A		N/A		N/A		N/A		N/A		N/A		N/A		N/A
86		1-A-2		N/A		N/A		N/A		N/A		N/A		N/A		N/A		N/A
87		1-A-2		N/A		N/A		N/A		N/A		N/A		N/A		N/A		N/A
88		1-A-2		N/A		N/A		N/A		N/A		N/A		N/A		N/A		N/A
89		1-A-2		N/A		N/A		N/A		N/A		N/A		N/A		N/A		N/A
90		1-A-2		N/A		N/A		N/A		N/A		N/A		N/A		N/A		N/A
91		1-A-2		N/A		N/A		N/A		N/A		N/A		N/A		N/A		N/A
92		1-A-2		N/A		N/A		N/A		N/A		N/A		N/A		N/A		N/A
93		1-A-2		N/A		N/A		N/A		N/A		N/A		N/A		N/A		N/A
94		1-A-2		N/A		N/A		N/A		N/A		N/A		N/A		N/A		N/A
95		1-A-2		N/A		N/A		N/A		N/A		N/A		N/A		N/A		N/A
96		1-A-2		N/A		N/A		N/A		N/A		N/A		N/A		N/A		N/A
97		1-A-2		N/A		N/A		N/A		N/A		N/A		N/A		N/A		N/A
98		1-A-2		N/A		N/A		N/A		N/A		N/A		N/A		N/A		N/A
99		1-A-2		N/A		N/A		N/A		N/A		N/A		N/A		N/A		N/A
100		1-A-2		N/A		N/A		N/A		N/A		N/A		N/A		N/A		N/A
101		1-A-2		2.875		19		5.000		12		2.000		10.880		2.875		1Year LIBOR
102		1-A-2		2.250		59		5.000		12		2.000		11.750		2.250		1Year LIBPR
103		1-A-2		3.690		60		3.424		6		1.058		13.714		4.052		6 Mo. LIBOR
104		1-A-2		3.535		60		3.000		6		1.000		13.071		3.535		6 Mo. LIBOR
105		1-A-2		3.574		59		3.241		6		1.000		13.136		3.574		6 Mo. LIBOR
106		1-A-2		2.865		52		4.034		6		1.000		12.508		2.865		6 Mo. LIBOR
107		1-A-2		3.326		60		3.817		6		1.257		14.015		3.326		6 Mo. LIBOR
108		1-A-2		3.500		57		3.000		6		1.000		13.340		3.500		6 Mo. LIBOR
109		1-A-2		3.500		60		3.000		6		1.000		13.125		3.500		6 Mo. LIBOR
110		1-A-2		3.500		60		3.000		6		1.000		12.750		3.500		6 Mo. LIBOR
111		1-A-2		3.421		59		3.611		6		1.000		12.877		3.421		6 Mo. LIBOR
112		1-A-2		3.500		59		3.000		6		1.000		12.554		3.500		6 Mo. LIBOR
113		1-A-2		3.436		60		3.136		6		1.151		13.024		3.436		6 Mo. LIBOR
114		1-A-2		3.216		60		3.743		6		1.215		13.396		3.716		6 Mo. LIBOR
115		1-A-2		3.552		60		3.000		6		1.000		13.162		3.620		6 Mo. LIBOR
116		1-A-2		3.589		60		3.000		6		1.000		13.108		3.612		6 Mo. LIBOR
117		1-A-2		3.568		58		3.000		6		1.000		13.150		3.611		6 Mo. LIBOR
118		1-A-2		3.436		55		3.000		6		1.000		13.001		3.436		6 Mo. LIBOR

S-112

Loan Number	Loan Group		Gross Margin (%)		Months to Next Rate Adjustment Date		Initial Rate Cap (%)		Months Between Rate Adjustment Dates		Subsequent Periodic Rate Cap (%)		Maximum Mortgage Rate (%)		Minimum Mortgage Rate (%)		Index
119		1-A-2		3.500		60		3.000		6		1.000		13.527		3.791		6 Mo. LIBOR
120		1-A-2		3.527		57		3.032		6		1.000		13.555		3.628		6 Mo. LIBOR
121		1-A-2		2.750		19		5.000		12		2.000		12.097		2.750		1Year TRES
122		1-A-2		2.875		43		5.000		12		2.000		11.000		2.875		1Year LIBOR
123		1-A-2		3.750		84		3.000		6		1.000		13.125		3.750		6 Mo. LIBOR
124		1-A-2		3.750		84		3.000		6		1.000		14.250		3.750		6 Mo. LIBOR
125		1-A-2		3.474		71		3.946		6		1.315		12.987		3.474		6 Mo. LIBOR
126		1-A-2		3.750		84		3.000		6		1.000		12.874		3.750		6 Mo. LIBOR
127		1-A-2		3.750		83		3.000		6		1.000		12.665		3.750		6 Mo. LIBOR
128		1-A-2		3.750		83		3.000		6		1.000		13.170		3.750		6 Mo. LIBOR
129		1-A-2		3.750		84		3.000		6		1.000		12.625		3.750		6 Mo. LIBOR
130		1-A-2		3.796		84		3.000		6		1.000		13.092		3.796		6 Mo. LIBOR
131		1-A-2		3.705		84		3.000		6		1.000		13.523		3.705		6 Mo. LIBOR
132		1-A-2		3.750		84		3.000		6		1.000		12.592		3.750		6 Mo. LIBOR
133		1-A-2		3.750		84		3.000		6		1.000		12.600		3.750		6 Mo. LIBOR
134		1-A-2		4.163		83		3.000		6		1.000		12.894		4.163		6 Mo. LIBOR
135		1-A-2		2.750		43		5.000		12		2.000		12.404		2.750		1Year TRES
136		1-A-2		3.362		10		2.000		12		2.000		13.670		3.758		1 Year LIBOR
137		1-A-2		3.000		12		2.000		12		2.000		14.260		3.000		1 Year LIBOR
138		1-A-2		4.000		12		2.000		12		2.000		12.375		4.000		1 Year LIBOR
139		1-A-2		3.856		11		2.000		12		2.000		12.944		3.987		1 Year LIBOR
140		1-A-2		3.000		11		2.000		12		2.000		13.875		3.000		1 Year LIBOR
141		1-A-2		2.000		11		2.000		12		2.000		13.750		2.000		1 Year LIBOR
142		1-A-2		3.806		10		2.000		12		2.000		13.279		3.806		1 Year LIBOR
143		1-A-2		3.647		11		2.000		12		2.000		13.477		3.830		1 Year LIBOR
144		1-A-2		3.000		1		1.000		1		1.000		14.750		3.000		1 Mo. LIBOR
145		1-A-2		2.797		3		1.008		6		1.008		11.790		3.062		6 Mo. LIBOR
146		1-A-2		2.834		2		1.000		6		1.000		11.549		2.551		6 Mo. LIBOR
147		1-A-2		2.997		2		1.000		6		1.000		11.809		2.997		6 Mo. LIBOR
148		1-A-2		3.125		2		1.000		6		1.000		13.875		3.125		6 Mo. LIBOR
149		1-A-2		2.422		3		1.000		6		1.000		11.667		2.414		6 Mo. LIBOR
150		1-A-2		3.008		3		1.038		6		1.019		12.886		3.316		6 Mo. LIBOR
151		1-A-2		3.124		6		1.000		6		1.000		12.662		3.124		6 Mo. LIBOR
152		1-A-2		2.739		3		1.000		6		1.000		11.545		2.811		6 Mo. LIBOR
153		1-A-2		3.365		3		1.000		6		1.000		11.963		3.365		6 Mo. LIBOR
154		1-A-2		2.641		3		1.000		6		1.000		11.710		2.641		6 Mo. LIBOR
155		1-A-2		2.655		2		1.000		6		1.000		13.026		2.655		6 Mo. LIBOR
156		1-A-2		2.716		3		1.000		6		1.000		13.040		2.716		6 Mo. LIBOR
157		1-A-2		2.892		4		1.000		6		1.072		12.622		3.101		6 Mo. LIBOR
158		2		3.000		34		3.000		6		1.000		13.250		7.250		6 Mo. LIBOR
159		2		2.897		34		3.000		6		1.000		13.066		7.066		6 Mo. LIBOR
160		2		2.500		34		3.000		6		1.000		12.318		6.318		6 Mo. LIBOR
161		2		2.517		34		3.000		12		1.000		12.373		6.373		FVA
162		2		2.700		34		3.000		12		1.000		12.375		6.375		FVA
163		2		2.748		58		3.000		6		1.000		12.909		6.909		6 Mo. LIBOR
164		2		2.497		58		3.000		6		1.000		12.547		6.581		6 Mo. LIBOR
165		2		2.450		57		3.000		12		1.000		12.000		6.000		FVA
166		2		2.750		82		3.000		6		1.000		13.041		7.053		6 Mo. LIBOR
167		2		2.450		81		3.000		12		1.000		12.125		6.125		FVA
168		2		2.636		118		3.000		6		1.000		12.887		6.887		6 Mo. LIBOR
169		2		2.450		119		3.000		12		1.000		12.590		6.590		FVA
170		2		2.757		118		3.000		6		1.000		12.080		6.080		6 Mo. LIBOR

S-113

(ii) with respect to the certificates, the level of One-Month LIBOR remains constant at 4.821%; (iii) the hypothetical mortgage loans with an Index indicated as “1 Year Tres”, “6 Mo. LIBOR”, “1 Year LIBOR”, or “FVA” have an Index of 1 Year Treasury, Six-Month LIBOR, One-Year LIBOR and FVA which remain constant at 4.760%, 5.088%, 5.210% and 3.889% per annum, respectively; (iv) payments on the certificates are received, in cash, on the 25th day of each month, commencing in April 2006; (v) there are no delinquencies or losses on the mortgage loans and principal payments on the mortgage loans are timely received together with prepayments, if any, at the respective percentages of the Prepayment Assumption set forth in the following tables; (vi) there are no repurchases of the mortgage loans; (vii) all of the hypothetical mortgage loans are fully-amortizing; (viii) there is no Prepayment Interest Shortfall, Net WAC Shortfall Amount or any other interest shortfall in any month; (ix) the scheduled monthly payment for the mortgage loan is calculated based on its principal balance, mortgage rate and remaining amortization term to stated maturity such that such mortgage loan will amortize in amounts sufficient to repay the remaining principal balance of such mortgage loan by its remaining amortization term, in some cases following an interest only period; (x) with respect to each mortgage loan, the Index remains constant at the rate set forth above and the mortgage rate on each mortgage loan is adjusted on the next adjustment date (and on subsequent adjustment dates, as necessary) to equal the Index plus the applicable gross margin, subject to the maximum mortgage rates, minimum mortgage rates and periodic rate caps listed above; (xi) none of the mortgage loans provide for negative amortization; (xii) the monthly payment on each mortgage loan is adjusted on the due date immediately following the next related adjustment date (and on subsequent adjustment dates, as necessary) to equal a fully amortizing payment as described in clause (ix) above, in some cases, after an initial interest only period; (xiii) payments on the mortgage loans earn no reinvestment return; (xiv) there are no additional ongoing expenses payable out of the trust; (xv) the Master Servicer exercises its optional call on the first distribution date on which it would be permitted to do so as described in “Pooling and Servicing Agreement—Termination” in this free writing prospectus; (xvi) the certificates will be purchased on March 30, 2006; and (xvii) scheduled payments on the mortgage loans are received on the first day of each month commencing in the calendar month following the Closing Date and are computed prior to giving effect to prepayments received on the last day of the prior month. Nothing contained in the foregoing assumptions should be construed as a representation that the mortgage loans will not experience delinquencies or losses or will otherwise behave in accordance with any of the above structuring assumptions.

Based on the foregoing assumptions, the following tables indicate the projected weighted average lives of each class of the Offered Certificates and set forth the percentages of the original Certificate Principal Balance of each such class of Offered Certificates that would be outstanding after each of the dates shown, at various constant percentages of the Prepayment Assumption.

S-114

Percent of Initial Certificate Principal Balance Outstanding at the

Following Percentages of the Prepayment Assumption

	Class 1-A-1-1 Certificates
Prepayment Assumption	0%			80%			100%			150%			180%
Distribution Date
Initial Percentage		100	%		100	%		100	%		100	%		100	%
March 25, 2007		100			85			81			71			66
March 25, 2008		99			67			60			44			35
March 25, 2009		99			53			44			26			17
March 25, 2010		98			44			36			24			17
March 25, 2011		97			36			28			18			13
March 25, 2012		96			30			22			13			9
March 25, 2013		95			24			17			10			4
March 25, 2014		93			20			14			6			1
March 25, 2015		92			16			11			3			0
March 25, 2016		90			13			9			1			0
March 25, 2017		88			11			7			0			0
March 25, 2018		85			9			6			0			0
March 25, 2019		83			8			5			0			0
March 25, 2020		80			6			3			0			0
March 25, 2021		77			5			2			0			0
March 25, 2022		73			4			1			0			0
March 25, 2023		70			3			0			0			0
March 25, 2024		66			2			0			0			0
March 25, 2025		61			1			0			0			0
March 25, 2026		57			*			0			0			0
March 25, 2027		52			0			0			0			0
March 25, 2028		47			0			0			0			0
March 25, 2029		42			0			0			0			0
March 25, 2030		37			0			0			0			0
March 25, 2031		31			0			0			0			0
March 25, 2032		25			0			0			0			0
March 25, 2033		19			0			0			0			0
March 25, 2034		12			0			0			0			0
March 25, 2035		5			0			0			0			0
March 25, 2036		0			0			0			0			0
Avg Life to Maturity**		20.21			4.92			4.00			2.71			2.16
Avg Life to Call**		20.14			4.20			3.35			2.12			1.69

(*)Indicates a number greater than zero but less than 0.5%.

(**)The weighted average life of a 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 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.

S-115

Percent of Initial Certificate Principal Balance Outstanding at the

Following Percentages of the Prepayment Assumption

	Class 1-A-1-2 Certificates
Prepayment Assumption	0%			80%			100%			150%			180%
Distribution Date
Initial Percentage		100	%		100	%		100	%		100	%		100	%
March 25, 2007		100			85			81			71			66
March 25, 2008		99			67			60			44			35
March 25, 2009		99			53			44			26			17
March 25, 2010		98			44			36			24			17
March 25, 2011		97			36			28			18			13
March 25, 2012		96			30			22			13			9
March 25, 2013		95			24			17			10			4
March 25, 2014		93			20			14			6			1
March 25, 2015		92			16			11			3			0
March 25, 2016		90			13			9			1			0
March 25, 2017		88			11			7			0			0
March 25, 2018		85			9			6			0			0
March 25, 2019		83			8			5			0			0
March 25, 2020		80			6			3			0			0
March 25, 2021		77			5			2			0			0
March 25, 2022		73			4			1			0			0
March 25, 2023		70			3			0			0			0
March 25, 2024		66			2			0			0			0
March 25, 2025		61			1			0			0			0
March 25, 2026		57			*			0			0			0
March 25, 2027		52			0			0			0			0
March 25, 2028		47			0			0			0			0
March 25, 2029		42			0			0			0			0
March 25, 2030		37			0			0			0			0
March 25, 2031		31			0			0			0			0
March 25, 2032		25			0			0			0			0
March 25, 2033		19			0			0			0			0
March 25, 2034		12			0			0			0			0
March 25, 2035		5			0			0			0			0
March 25, 2036		0			0			0			0			0
Avg Life to Maturity **		20.21			4.92			4.00			2.71			2.16
Avg Life to Call **		20.14			4.20			3.35			2.12			1.69

(*)Indicates a number greater than zero but less than 0.5%.

(**)The weighted average life of a 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 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.

S-116

Percent of Initial Certificate Principal Balance Outstanding at the

Following Percentages of the Prepayment Assumption

	Class 1-A-2A Certificates
Prepayment Assumption	0%			80%			100%			150%			180%
Distribution Date
Initial Percentage		100	%		100	%		100	%		100	%		100	%
March 25, 2007		99			58			48			21			6
March 25, 2008		99			11			0			0			0
March 25, 2009		98			0			0			0			0
March 25, 2010		97			0			0			0			0
March 25, 2011		95			0			0			0			0
March 25, 2012		93			0			0			0			0
March 25, 2013		90			0			0			0			0
March 25, 2014		87			0			0			0			0
March 25, 2015		84			0			0			0			0
March 25, 2016		80			0			0			0			0
March 25, 2017		75			0			0			0			0
March 25, 2018		70			0			0			0			0
March 25, 2019		65			0			0			0			0
March 25, 2020		59			0			0			0			0
March 25, 2021		47			0			0			0			0
March 25, 2022		40			0			0			0			0
March 25, 2023		33			0			0			0			0
March 25, 2024		25			0			0			0			0
March 25, 2025		17			0			0			0			0
March 25, 2026		7			0			0			0			0
March 25, 2027		0			0			0			0			0
March 25, 2028		0			0			0			0			0
March 25, 2029		0			0			0			0			0
March 25, 2030		0			0			0			0			0
March 25, 2031		0			0			0			0			0
March 25, 2032		0			0			0			0			0
March 25, 2033		0			0			0			0			0
March 25, 2034		0			0			0			0			0
March 25, 2035		0			0			0			0			0
March 25, 2036		0			0			0			0			0
Avg Life to Maturity*		14.12			1.20			1.00			0.69			0.59
Avg Life to Call *		14.12			1.20			1.00			0.69			0.59

(*) The weighted average life of a 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 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.

S-117

Percent of Initial Certificate Principal Balance Outstanding at the

Following Percentages of the Prepayment Assumption

	Class 1-A-2B Certificates
Prepayment Assumption	0%			80%			100%			150%			180%
Distribution Date
Initial Percentage		100	%		100	%		100	%		100	%		100	%
March 25, 2007		100			100			100			100			100
March 25, 2008		100			100			91			39			21
March 25, 2009		100			61			35			0			0
March 25, 2010		100			40			19			0			0
March 25, 2011		100			23			4			0			0
March 25, 2012		100			10			0			0			0
March 25, 2013		100			*			0			0			0
March 25, 2014		100			0			0			0			0
March 25, 2015		100			0			0			0			0
March 25, 2016		100			0			0			0			0
March 25, 2017		100			0			0			0			0
March 25, 2018		100			0			0			0			0
March 25, 2019		100			0			0			0			0
March 25, 2020		100			0			0			0			0
March 25, 2021		100			0			0			0			0
March 25, 2022		100			0			0			0			0
March 25, 2023		100			0			0			0			0
March 25, 2024		100			0			0			0			0
March 25, 2025		100			0			0			0			0
March 25, 2026		100			0			0			0			0
March 25, 2027		97			0			0			0			0
March 25, 2028		84			0			0			0			0
March 25, 2029		72			0			0			0			0
March 25, 2030		59			0			0			0			0
March 25, 2031		45			0			0			0			0
March 25, 2032		30			0			0			0			0
March 25, 2033		13			0			0			0			0
March 25, 2034		0			0			0			0			0
March 25, 2035		0			0			0			0			0
March 25, 2036		0			0			0			0			0
Avg Life to Maturity **		24.52			3.88			3.00			1.89			1.67
Avg Life to Call **		24.52			3.88			3.00			1.89			1.67

(*)Indicates a number greater than zero but less than 0.5%.

(**) The weighted average life of a 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 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.

S-118

Percent of Initial Certificate Principal Balance Outstanding at the

Following Percentages of the Prepayment Assumption

	Class 1-A-2C Certificates
Prepayment Assumption	0%			80%			100%			150%			180%
Distribution Date
Initial Percentage		100	%		100	%		100	%		100	%		100	%
March 25, 2007		100			100			100			100			100
March 25, 2008		100			100			100			100			100
March 25, 2009		100			100			100			58			22
March 25, 2010		100			100			100			51			22
March 25, 2011		100			100			100			27			9
March 25, 2012		100			100			80			13			0
March 25, 2013		100			100			56			3			0
March 25, 2014		100			76			39			0			0
March 25, 2015		100			57			27			0			0
March 25, 2016		100			43			18			0			0
March 25, 2017		100			32			11			0			0
March 25, 2018		100			24			6			0			0
March 25, 2019		100			17			2			0			0
March 25, 2020		100			12			0			0			0
March 25, 2021		100			6			0			0			0
March 25, 2022		100			3			0			0			0
March 25, 2023		100			1			0			0			0
March 25, 2024		100			0			0			0			0
March 25, 2025		100			0			0			0			0
March 25, 2026		100			0			0			0			0
March 25, 2027		100			0			0			0			0
March 25, 2028		100			0			0			0			0
March 25, 2029		100			0			0			0			0
March 25, 2030		100			0			0			0			0
March 25, 2031		100			0			0			0			0
March 25, 2032		100			0			0			0			0
March 25, 2033		100			0			0			0			0
March 25, 2034		94			0			0			0			0
March 25, 2035		46			0			0			0			0
March 25, 2036		0			0			0			0			0
Avg Life to Maturity *		28.93			10.22			7.95			4.12			3.06
Avg Life to Call *		28.34			8.54			6.62			3.57			2.74

(*) The weighted average life of a 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 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.

S-119

Percent of Initial Certificate Principal Balance Outstanding at the

Following Percentages of the Prepayment Assumption

	Class 2-A-1 Certificates
Prepayment Assumption	0%	80%	100%	150%	180%
Distribution Date
Initial Percentage
March 25, 2007
March 25, 2008
March 25, 2009
March 25, 2010
March 25, 2011
March 25, 2012
March 25, 2013
March 25, 2014
March 25, 2015
March 25, 2016
March 25, 2017
March 25, 2018
March 25, 2019
March 25, 2020
March 25, 2021
March 25, 2022
March 25, 2023
March 25, 2024
March 25, 2025
March 25, 2026
March 25, 2027
March 25, 2028
March 25, 2029
March 25, 2030
March 25, 2031
March 25, 2032
March 25, 2033
March 25, 2034
March 25, 2035
March 25, 2036
Avg Life to Maturity*
Avg Life to Call *

(*) The weighted average life of a 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 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.

S-120

Percent of Initial Certificate Principal Balance Outstanding at the

Following Percentages of the Prepayment Assumption

	Class 2-A-2 Certificates
Prepayment Assumption	0%	80%	100%	150%	180%
Distribution Date
Initial Percentage
March 25, 2007
March 25, 2008
March 25, 2009
March 25, 2010
March 25, 2011
March 25, 2012
March 25, 2013
March 25, 2014
March 25, 2015
March 25, 2016
March 25, 2017
March 25, 2018
March 25, 2019
March 25, 2020
March 25, 2021
March 25, 2022
March 25, 2023
March 25, 2024
March 25, 2025
March 25, 2026
March 25, 2027
March 25, 2028
March 25, 2029
March 25, 2030
March 25, 2031
March 25, 2032
March 25, 2033
March 25, 2034
March 25, 2035
March 25, 2036
Avg Life to Maturity *
Avg Life to Call *

(*) The weighted average life of a 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 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.

S-121

Percent of Initial Certificate Principal Balance Outstanding at the

Following Percentages of the Prepayment Assumption

	Class 1-M-1 Certificates
Prepayment Assumption	0%			80%			100%			150%			180%
Distribution Date
Initial Percentage		100	%		100	%		100	%		100	%		100	%
March 25, 2007		100			100			100			100			100
March 25, 2008		100			100			100			100			100
March 25, 2009		100			100			100			100			100
March 25, 2010		100			69			51			22			57
March 25, 2011		100			54			37			14			4
March 25, 2012		100			42			27			9			0
March 25, 2013		100			33			20			0			0
March 25, 2014		100			25			15			0			0
March 25, 2015		100			20			11			0			0
March 25, 2016		100			15			5			0			0
March 25, 2017		100			12			0			0			0
March 25, 2018		100			9			0			0			0
March 25, 2019		100			*			0			0			0
March 25, 2020		100			0			0			0			0
March 25, 2021		100			0			0			0			0
March 25, 2022		100			0			0			0			0
March 25, 2023		100			0			0			0			0
March 25, 2024		100			0			0			0			0
March 25, 2025		100			0			0			0			0
March 25, 2026		100			0			0			0			0
March 25, 2027		100			0			0			0			0
March 25, 2028		100			0			0			0			0
March 25, 2029		90			0			0			0			0
March 25, 2030		79			0			0			0			0
March 25, 2031		66			0			0			0			0
March 25, 2032		53			0			0			0			0
March 25, 2033		39			0			0			0			0
March 25, 2034		25			0			0			0			0
March 25, 2035		12			0			0			0			0
March 25, 2036		0			0			0			0			0
Avg Life to Maturity**		26.16			6.27			5.09			4.09			4.14
Avg Life to Call **		26.02			5.79			4.68			3.83			3.40

(*)Indicates a number greater than zero but less than 0.5%.

(**) The weighted average life of a 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 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.

S-122

Percent of Initial Certificate Principal Balance Outstanding at the

Following Percentages of the Prepayment Assumption

	Class 1-M-2 Certificates
Prepayment Assumption	0%			80%			100%			150%			180%
Distribution Date
Initial Percentage		100	%		100	%		100	%		100	%		100	%
March 25, 2007		100			100			100			100			100
March 25, 2008		100			100			100			100			100
March 25, 2009		100			100			100			100			100
March 25, 2010		100			69			51			22			14
March 25, 2011		100			54			37			14			0
March 25, 2012		100			42			27			0			0
March 25, 2013		100			33			20			0			0
March 25, 2014		100			25			15			0			0
March 25, 2015		100			20			11			0			0
March 25, 2016		100			15			0			0			0
March 25, 2017		100			12			0			0			0
March 25, 2018		100			3			0			0			0
March 25, 2019		100			0			0			0			0
March 25, 2020		100			0			0			0			0
March 25, 2021		100			0			0			0			0
March 25, 2022		100			0			0			0			0
March 25, 2023		100			0			0			0			0
March 25, 2024		100			0			0			0			0
March 25, 2025		100			0			0			0			0
March 25, 2026		100			0			0			0			0
March 25, 2027		100			0			0			0			0
March 25, 2028		100			0			0			0			0
March 25, 2029		90			0			0			0			0
March 25, 2030		79			0			0			0			0
March 25, 2031		66			0			0			0			0
March 25, 2032		53			0			0			0			0
March 25, 2033		39			0			0			0			0
March 25, 2034		25			0			0			0			0
March 25, 2035		12			0			0			0			0
March 25, 2036		0			0			0			0			0
Avg Life to Maturity *		26.14			6.20			5.01			3.93			3.90
Avg Life to Call *		26.02			5.79			4.66			3.71			3.40

(*) The weighted average life of a 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 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.

S-123

Percent of Initial Certificate Principal Balance Outstanding at the

Following Percentages of the Prepayment Assumption

	Class 1-M-3 Certificates
Prepayment Assumption	0%			80%			100%			150%			125%
Distribution Date
Initial Percentage		100	%		100	%		100	%		100	%		100	%
March 25, 2007		100			100			100			100			100
March 25, 2008		100			100			100			100			100
March 25, 2009		100			100			100			100			100
March 25, 2010		100			69			51			22			14
March 25, 2011		100			54			37			14			0
March 25, 2012		100			42			27			0			0
March 25, 2013		100			33			20			0			0
March 25, 2014		100			25			15			0			0
March 25, 2015		100			20			4			0			0
March 25, 2016		100			15			0			0			0
March 25, 2017		100			12			0			0			0
March 25, 2018		100			0			0			0			0
March 25, 2019		100			0			0			0			0
March 25, 2020		100			0			0			0			0
March 25, 2021		100			0			0			0			0
March 25, 2022		100			0			0			0			0
March 25, 2023		100			0			0			0			0
March 25, 2024		100			0			0			0			0
March 25, 2025		100			0			0			0			0
March 25, 2026		100			0			0			0			0
March 25, 2027		100			0			0			0			0
March 25, 2028		100			0			0			0			0
March 25, 2029		90			0			0			0			0
March 25, 2030		79			0			0			0			0
March 25, 2031		66			0			0			0			0
March 25, 2032		53			0			0			0			0
March 25, 2033		39			0			0			0			0
March 25, 2034		25			0			0			0			0
March 25, 2035		12			0			0			0			0
March 25, 2036		0			0			0			0			0
Avg Life to Maturity *		26.13			6.14			4.96			3.85			3.75
Avg Life to Call *		26.02			5.79			4.66			3.66			3.40

(*) The weighted average life of a 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 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.

S-124

Percent of Initial Certificate Principal Balance Outstanding at the

Following Percentages of the Prepayment Assumption

	Class 1-M-4 Certificates
Prepayment Assumption	0%			80%			100%			150%			180%
Distribution Date
Initial Percentage		100	%		100	%		100	%		100	%		100	%
March 25, 2007		100			100			100			100			100
March 25, 2008		100			100			100			100			100
March 25, 2009		100			100			100			100			100
March 25, 2010		100			69			51			22			14
March 25, 2011		100			54			37			14			0
March 25, 2012		100			42			27			0			0
March 25, 2013		100			33			20			0			0
March 25, 2014		100			25			15			0			0
March 25, 2015		100			20			0			0			0
March 25, 2016		100			15			0			0			0
March 25, 2017		100			3			0			0			0
March 25, 2018		100			0			0			0			0
March 25, 2019		100			0			0			0			0
March 25, 2020		100			0			0			0			0
March 25, 2021		100			0			0			0			0
March 25, 2022		100			0			0			0			0
March 25, 2023		100			0			0			0			0
March 25, 2024		100			0			0			0			0
March 25, 2025		100			0			0			0			0
March 25, 2026		100			0			0			0			0
March 25, 2027		100			0			0			0			0
March 25, 2028		100			0			0			0			0
March 25, 2029		90			0			0			0			0
March 25, 2030		79			0			0			0			0
March 25, 2031		66			0			0			0			0
March 25, 2032		53			0			0			0			0
March 25, 2033		39			0			0			0			0
March 25, 2034		25			0			0			0			0
March 25, 2035		5			0			0			0			0
March 25, 2036		0			0			0			0			0
Avg Life to Maturity *		26.12			6.09			4.91			3.77			3.66
Avg Life to Call *		26.02			5.79			4.66			3.60			3.40

(*) The weighted average life of a 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 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.

S-125

Percent of Initial Certificate Principal Balance Outstanding at the

Following Percentages of the Prepayment Assumption

	Class 1-M-5 Certificates
Prepayment Assumption	0%			80%			100%			150%			180%
Distribution Date
Initial Percentage		100	%		100	%		100	%		100	%		100	%
March 25, 2007		100			100			100			100			100
March 25, 2008		100			100			100			100			100
March 25, 2009		100			100			100			100			100
March 25, 2010		100			69			51			22			6
March 25, 2011		100			54			37			5			0
March 25, 2012		100			42			27			0			0
March 25, 2013		100			33			20			0			0
March 25, 2014		100			25			12			0			0
March 25, 2015		100			20			0			0			0
March 25, 2016		100			15			0			0			0
March 25, 2017		100			0			0			0			0
March 25, 2018		100			0			0			0			0
March 25, 2019		100			0			0			0			0
March 25, 2020		100			0			0			0			0
March 25, 2021		100			0			0			0			0
March 25, 2022		100			0			0			0			0
March 25, 2023		100			0			0			0			0
March 25, 2024		100			0			0			0			0
March 25, 2025		100			0			0			0			0
March 25, 2026		100			0			0			0			0
March 25, 2027		100			0			0			0			0
March 25, 2028		100			0			0			0			0
March 25, 2029		90			0			0			0			0
March 25, 2030		79			0			0			0			0
March 25, 2031		66			0			0			0			0
March 25, 2032		53			0			0			0			0
March 25, 2033		39			0			0			0			0
March 25, 2034		25			0			0			0			0
March 25, 2035		0			0			0			0			0
March 25, 2036		0			0			0			0			0
Avg Life to Maturity *		26.10			6.02			4.86			3.69			3.57
Avg Life to Call *		26.02			5.79			4.66			3.57			3.40

(*) The weighted average life of a 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 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.

S-126

Percent of Initial Certificate Principal Balance Outstanding at the

Following Percentages of the Prepayment Assumption

	Class 1-M-6 Certificates
Prepayment Assumption	0%			80%			100%			150%			180%
Distribution Date
Initial Percentage		100	%		100	%		100	%		100	%		100	%
March 25, 2007		100			100			100			100			100
March 25, 2008		100			100			100			100			100
March 25, 2009		100			100			100			100			100
March 25, 2010		100			69			51			22			0
March 25, 2011		100			54			37			0			0
March 25, 2012		100			42			27			0			0
March 25, 2013		100			33			20			0			0
March 25, 2014		100			25			0			0			0
March 25, 2015		100			20			0			0			0
March 25, 2016		100			2			0			0			0
March 25, 2017		100			0			0			0			0
March 25, 2018		100			0			0			0			0
March 25, 2019		100			0			0			0			0
March 25, 2020		100			0			0			0			0
March 25, 2021		100			0			0			0			0
March 25, 2022		100			0			0			0			0
March 25, 2023		100			0			0			0			0
March 25, 2024		100			0			0			0			0
March 25, 2025		100			0			0			0			0
March 25, 2026		100			0			0			0			0
March 25, 2027		100			0			0			0			0
March 25, 2028		100			0			0			0			0
March 25, 2029		90			0			0			0			0
March 25, 2030		79			0			0			0			0
March 25, 2031		66			0			0			0			0
March 25, 2032		53			0			0			0			0
March 25, 2033		39			0			0			0			0
March 25, 2034		25			0			0			0			0
March 25, 2035		0			0			0			0			0
March 25, 2036		0			0			0			0			0
Avg Life to Maturity *		26.08			5.93			4.77			3.62			3.46
Avg Life to Call *		26.02			5.79			4.65			3.55			3.40

(*) The weighted average life of a 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 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.

S-127

Percent of Initial Certificate Principal Balance Outstanding at the

Following Percentages of the Prepayment Assumption

	Class 1-M-7 Certificates
Prepayment Assumption	0%			80%			100%			150%			180%
Distribution Date
Initial Percentage		100	%		100	%		100	%		100	%		100	%
March 25, 2007		100			100			100			100			100
March 25, 2008		100			100			100			100			100
March 25, 2009		100			100			100			100			100
March 25, 2010		100			69			51			22			0
March 25, 2011		100			54			37			0			0
March 25, 2012		100			42			27			0			0
March 25, 2013		100			33			12			0			0
March 25, 2014		100			25			0			0			0
March 25, 2015		100			10			0			0			0
March 25, 2016		100			0			0			0			0
March 25, 2017		100			0			0			0			0
March 25, 2018		100			0			0			0			0
March 25, 2019		100			0			0			0			0
March 25, 2020		100			0			0			0			0
March 25, 2021		100			0			0			0			0
March 25, 2022		100			0			0			0			0
March 25, 2023		100			0			0			0			0
March 25, 2024		100			0			0			0			0
March 25, 2025		100			0			0			0			0
March 25, 2026		100			0			0			0			0
March 25, 2027		100			0			0			0			0
March 25, 2028		100			0			0			0			0
March 25, 2029		90			0			0			0			0
March 25, 2030		79			0			0			0			0
March 25, 2031		66			0			0			0			0
March 25, 2032		53			0			0			0			0
March 25, 2033		39			0			0			0			0
March 25, 2034		25			0			0			0			0
March 25, 2035		0			0			0			0			0
March 25, 2036		0			0			0			0			0
Avg Life to Maturity *		26.03			5.80			4.65			3.49			3.35
Avg Life to Call *		26.02			5.77			4.62			3.48			3.34

(*) The weighted average life of a 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 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.

S-128

Percent of Initial Certificate Principal Balance Outstanding at the

Following Percentages of the Prepayment Assumption

	Class 1-M-8 Certificates
Prepayment Assumption	0%			80%			100%			150%			180%
Distribution Date
Initial Percentage		100	%		100	%		100	%		100	%		100	%
March 25, 2007		100			100			100			100			100
March 25, 2008		100			100			100			100			100
March 25, 2009		100			100			100			100			100
March 25, 2010		100			69			51			*			0
March 25, 2011		100			54			37			0			0
March 25, 2012		100			42			25			0			0
March 25, 2013		100			33			0			0			0
March 25, 2014		100			16			0			0			0
March 25, 2015		100			0			0			0			0
March 25, 2016		100			0			0			0			0
March 25, 2017		100			0			0			0			0
March 25, 2018		100			0			0			0			0
March 25, 2019		100			0			0			0			0
March 25, 2020		100			0			0			0			0
March 25, 2021		100			0			0			0			0
March 25, 2022		100			0			0			0			0
March 25, 2023		100			0			0			0			0
March 25, 2024		100			0			0			0			0
March 25, 2025		100			0			0			0			0
March 25, 2026		100			0			0			0			0
March 25, 2027		100			0			0			0			0
March 25, 2028		100			0			0			0			0
March 25, 2029		90			0			0			0			0
March 25, 2030		79			0			0			0			0
March 25, 2031		66			0			0			0			0
March 25, 2032		53			0			0			0			0
March 25, 2033		39			0			0			0			0
March 25, 2034		17			0			0			0			0
March 25, 2035		0			0			0			0			0
March 25, 2036		0			0			0			0			0
Avg Life to Maturity**		25.95			5.60			4.49			3.37			3.25
Avg Life to Call **		25.95			5.60			4.49			3.37			3.25

(*)Indicates a number greater than zero but less than 0.5%.

(**) The weighted average life of a 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 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.

S-129

Percent of Initial Certificate Principal Balance Outstanding at the

Following Percentages of the Prepayment Assumption

	Class 2-M-1 Certificates
Prepayment Assumption	0%	80%	100%	150%	180%
Distribution Date
Initial Percentage
March 25, 2007
March 25, 2008
March 25, 2009
March 25, 2010
March 25, 2011
March 25, 2012
March 25, 2013
March 25, 2014
March 25, 2015
March 25, 2016
March 25, 2017
March 25, 2018
March 25, 2019
March 25, 2020
March 25, 2021
March 25, 2022
March 25, 2023
March 25, 2024
March 25, 2025
March 25, 2026
March 25, 2027
March 25, 2028
March 25, 2029
March 25, 2030
March 25, 2031
March 25, 2032
March 25, 2033
March 25, 2034
March 25, 2035
March 25, 2036
Avg Life to Maturity*
Avg Life to Call *

(*) The weighted average life of a 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 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.

S-130

Percent of Initial Certificate Principal Balance Outstanding at the

Following Percentages of the Prepayment Assumption

	Class 2-M-2 Certificates
Prepayment Assumption	0%	80%	100%	150%	180%
Distribution Date
Initial Percentage
March 25, 2007
March 25, 2008
March 25, 2009
March 25, 2010
March 25, 2011
March 25, 2012
March 25, 2013
March 25, 2014
March 25, 2015
March 25, 2016
March 25, 2017
March 25, 2018
March 25, 2019
March 25, 2020
March 25, 2021
March 25, 2022
March 25, 2023
March 25, 2024
March 25, 2025
March 25, 2026
March 25, 2027
March 25, 2028
March 25, 2029
March 25, 2030
March 25, 2031
March 25, 2032
March 25, 2033
March 25, 2034
March 25, 2035
March 25, 2036
Avg Life to Maturity *
Avg Life to Call *

(*) The weighted average life of a 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 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.

S-131

Percent of Initial Certificate Principal Balance Outstanding at the

Following Percentages of the Prepayment Assumption

	Class 2-M-3 Certificates
Prepayment Assumption	0%	80%	100%	150%	180%
Distribution Date
Initial Percentage
March 25, 2007
March 25, 2008
March 25, 2009
March 25, 2010
March 25, 2011
March 25, 2012
March 25, 2013
March 25, 2014
March 25, 2015
March 25, 2016
March 25, 2017
March 25, 2018
March 25, 2019
March 25, 2020
March 25, 2021
March 25, 2022
March 25, 2023
March 25, 2024
March 25, 2025
March 25, 2026
March 25, 2027
March 25, 2028
March 25, 2029
March 25, 2030
March 25, 2031
March 25, 2032
March 25, 2033
March 25, 2034
March 25, 2035
March 25, 2036
Avg Life to Maturity *
Avg Life to Call *

(*) The weighted average life of a 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 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.

S-132

Percent of Initial Certificate Principal Balance Outstanding at the

Following Percentages of the Prepayment Assumption

	Class 1-B Certificates
Prepayment Assumption	0%			80%			100%			150%			180%
Distribution Date
Initial Percentage		100	%		100	%		100	%		100	%		100	%
March 25, 2007		100			100			100			100			100
March 25, 2008		100			100			100			100			100
March 25, 2009		100			100			100			100			100
March 25, 2010		100			63			35			0			0
March 25, 2011		100			39			14			0			0
March 25, 2012		100			21			0			0			0
March 25, 2013		100			7			0			0			0
March 25, 2014		100			0			0			0			0
March 25, 2015		100			0			0			0			0
March 25, 2016		100			0			0			0			0
March 25, 2017		100			0			0			0			0
March 25, 2018		100			0			0			0			0
March 25, 2019		100			0			0			0			0
March 25, 2020		100			0			0			0			0
March 25, 2021		100			0			0			0			0
March 25, 2022		100			0			0			0			0
March 25, 2023		100			0			0			0			0
March 25, 2024		100			0			0			0			0
March 25, 2025		100			0			0			0			0
March 25, 2026		100			0			0			0			0
March 25, 2027		100			0			0			0			0
March 25, 2028		100			0			0			0			0
March 25, 2029		90			0			0			0			0
March 25, 2030		76			0			0			0			0
March 25, 2031		58			0			0			0			0
March 25, 2032		38			0			0			0			0
March 25, 2033		17			0			0			0			0
March 25, 2034		0			0			0			0			0
March 25, 2035		0			0			0			0			0
March 25, 2036		0			0			0			0			0
Avg Life to Maturity *		25.32			4.76			3.84			3.13			3.13
Avg Life to Call *		25.32			4.76			3.84			3.13			3.13

(*) The weighted average life of a 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 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.

S-133

Percent of Initial Certificate Principal Balance Outstanding at the

Following Percentages of the Prepayment Assumption

	Class 2-B Certificates
Prepayment Assumption	0%	80%	100%	150%	180%
Distribution Date
Initial Percentage
March 25, 2007
March 25, 2008
March 25, 2009
March 25, 2010
March 25, 2011
March 25, 2012
March 25, 2013
March 25, 2014
March 25, 2015
March 25, 2016
March 25, 2017
March 25, 2018
March 25, 2019
March 25, 2020
March 25, 2021
March 25, 2022
March 25, 2023
March 25, 2024
March 25, 2025
March 25, 2026
March 25, 2027
March 25, 2028
March 25, 2029
March 25, 2030
March 25, 2031
March 25, 2032
March 25, 2033
March 25, 2034
March 25, 2035
March 25, 2036
Avg Life to Maturity *
Avg Life to Call *

(*) The weighted average life of a 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 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.

S-134

There is no assurance that prepayments of the mortgage loans will conform to any of the percentages of the Prepayment Assumption indicated in the tables above or to any other level, or that the actual weighted average life of any class of Offered Certificates will conform to any of the weighted average lives set forth in the tables above. Furthermore, the information contained in the tables with respect to the weighted average life of each specified class of Offered Certificates is not necessarily indicative of the weighted average life that might be calculated or projected under different or varying prepayment assumptions or other structuring assumptions.

The characteristics of the mortgage loans will differ from those assumed in preparing the table above. In addition, it is unlikely that any mortgage loan will prepay at any constant percentage of the Prepayment Assumption until maturity or that all of the mortgage loans will prepay at the same rate. The timing of changes in the rate of prepayments may significantly affect the actual yield to maturity to investors, even if the average rate of principal prepayments is consistent with the expectations of investors.

Final Scheduled Distribution Dates

The final scheduled distribution date with respect to the Offered Certificates will be the distribution date in May 2036 with respect to Loan Group 1 and May 2036 with respect to Loan Group 2, which is the distribution date in the month following the month of the last possible scheduled monthly payment of a mortgage loan in the related Loan Group. Due to losses and prepayments on the mortgage loans, the final scheduled distribution date on each class of certificates may be substantially earlier. In addition, the actual final distribution date may be later than the final scheduled distribution date.

DESCRIPTION OF THE CERTIFICATES

General

The Series 2006-1 Certificates will consist of twenty-five classes of certificates, twenty of which are offered hereby. Only the Offered Certificates are offered by this free writing prospectus.

The Class C-R, Class C-M and Class R Certificates, which are not offered hereby, will be entitled to distributions on any distribution date only after all required distributions have been made on the Offered Certificates. The Certificate Principal Balance of the Class C-R Certificates as of any date of determination will be equal to aggregate stated principal balance of the Group 1 Loans minus the aggregate Certificate Principal Balances of all other classes of related certificates and will be entitled to distributions of interest as provided in the Agreement. The Certificate Principal Balance of the Class C-M Certificates as of any date of determination will be equal to aggregate stated principal balance of the Group 2 Loans minus the aggregate Certificate Principal Balances of all other classes of related certificates and will be entitled to distributions of interest as provided in the Agreement. The Class R Certificates will not have a principal balance and will not be entitled to distributions of interest.

The Class P-R Certificates and Class P-M Certificates, which are not offered hereby, will each have an initial Certificate Principal Balance of $100 and will not be entitled to distributions in respect of interest. The Class P-R Certificates will be entitled to all prepayment charges received in respect of the Group 1 Loans and the Class P-M Certificates will be entitled to all prepayment charges received in respect of the Group 2 Loans.

The Class 1-A Certificates represent interests primarily in the Group 1 Loans and the Class 2-A Certificates represent interests primarily in the Group 2 Loans. The Class 1-A-1-1 Certificates and Class 1-A-1-2 Certificates represent interests primarily in the Group 1-A-1 Loans and the Class 1-A-2 Certificates represent interests primarily in the Group 1-A-2 Loans. Payments of principal and interest on the Class 1-A Certificates will be made first from payments received on the Group 1 Loans and payments of principal and interest on the Class 2-A Certificates will be made first from payments received on the Group 2 Loans, in each case, as described in this free writing prospectus. See “—Allocation of Available Funds—Interest Distributions on the Offered Certificates”, “—Allocation of Available Funds—Principal Distributions on the Offered Certificates” and “—Overcollateralization Provisions” in this free writing prospectus.

S-135

Each class of the Offered Certificates will have the approximate initial Certificate Principal Balance as set forth on page S-4 hereof and will have the Pass-Through Rate as defined under “Glossary” in this free writing prospectus. The Pass-Through Rate on each class of the Offered Certificates will be limited to the related Net WAC Rate. The holders of the Offered Certificates will not be entitled to recover interest in excess of any applicable limitation on the Pass-Through Rate thereof on any future distribution date from excess cashflow or from any other source except to the extent of certain payments from the related Interest Rate Swap Agreement and available related Net Monthly Excess Cashflow deposited in the Net WAC Shortfall Reserve Fund as provided in “—Overcollateralization Provisions” below.

The Offered Certificates will be issued, maintained and transferred on the book-entry records of DTC and its participants in minimum denominations representing Certificate Principal Balances of $25,000 and integral multiples of $1 in excess thereof.

The Book-Entry Certificates will initially be represented by one or more global certificates registered in the name of a nominee of DTC. The Depositor has been informed by DTC that DTC’s nominee will be Cede & Co. No person acquiring an interest in any class of the Book-Entry Certificates will be entitled to receive a certificate representing such person’s interest, except as set forth below under “—Definitive Certificates.” Unless and until definitive certificates are issued under the limited circumstances described in this free writing prospectus, all references to actions by certificateholders with respect to the Book-Entry Certificates shall refer to actions taken by DTC upon instructions from its participants and all references in this free writing prospectus to distributions, notices, reports and statements to certificateholders with respect to the Book-Entry Certificates shall refer to distributions, notices, reports and statements to DTC or Cede & Co., as the registered holder of the Book-Entry Certificates, for distribution to certificateholders in accordance with DTC procedures. See “—Registration of the Book-Entry Certificates” and “—Definitive Certificates” in this free writing prospectus.

The definitive certificates, if ever issued, will be transferable and exchangeable at the offices of the Trustee designated by the Trustee from time to time for these purposes. The Trustee has initially designated its offices located at 1761 East St. Andrew Place, Santa Ana, California 92705, Attention: Impac Secured Assets Corp., Series 2006-1, for such purpose. No service charge will be imposed for any registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith.

All distributions to holders of the certificates, other than the final distribution on any class of certificates, will be made on each distribution date by or on behalf of the Trustee to the persons in whose names the certificates are registered at the close of business on the related Record Date. Distributions will be made by wire transfer in immediately available funds to the account of the certificateholders specified in the request. The final distribution on any class of Certificates will be made in like manner, but only upon presentment and surrender of the class at the location specified by the Trustee in the notice to certificateholders of the final distribution.

Registration of the Book-Entry Certificates

DTC is a limited-purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions between participants through electronic book entries, thereby eliminating the need for physical movement of certificates.

S-136

Certificateholders that are not participants or indirect participants but desire to purchase, sell or otherwise transfer ownership of, or other interests in, the Book-Entry Certificates may do so only through participants and indirect participants. In addition, certificateholders will receive all distributions of principal of and interest on the Book-Entry Certificates from the Trustee through DTC and DTC participants. Accordingly, certificateholders may experience delays in their receipt of payments. Unless and until definitive certificates are issued, it is anticipated that the only certificateholders of the Book-Entry Certificates will be Cede & Co., as nominee of DTC. Certificateholders will not be recognized by the Trustee as certificateholders, as such term is used in the Agreement and certificateholders will be permitted to exercise the rights of certificateholders only indirectly through DTC and its participants.

Under the Rules, DTC is required to make book-entry transfers of Book-Entry Certificates among participants and to receive and transmit distributions of principal of, and interest on, the Book-Entry Certificates. Participants and indirect participants with which certificateholders have accounts with respect to the Book-Entry Certificates similarly are required to make book-entry transfers and receive and transmit these payments on behalf of their respective certificateholders. Accordingly, although certificateholders will not possess definitive certificates, the Rules provide a mechanism by which certificateholders, through their participants and indirect participants, will receive payments and will be able to transfer their interest in the Book-Entry Certificates.

Because DTC can only act on behalf of participants, who in turn act on behalf of indirect participants and on behalf of certain banks, the ability of a certificateholder to pledge Book-Entry Certificates to persons or entities that do not participate in the DTC system, or to otherwise act with respect to Book-Entry Certificates, may be limited due to the absence of physical certificates for the Book-Entry Certificates. In addition, under a book-entry format, certificateholders may experience delays in their receipt of payments since distribution will be made by the Trustee to Cede & Co., as nominee for DTC.

Under the Rules, DTC will take action permitted to be taken by a certificateholders under the Agreement only at the direction of one or more participants to whose DTC account the Book-Entry Certificates are credited. Additionally, under the Rules, DTC will take actions with respect to specified voting rights only at the direction of and on behalf of participants whose holdings of Book-Entry Certificates evidence these specified voting rights. DTC may take conflicting actions with respect to voting rights, to the extent that participants whose holdings of Book-Entry Certificates evidence voting rights, authorize divergent action.

The Depositor, the Master Servicer and the Trustee will have no liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Book-Entry Certificates held by Cede & Co., as nominee for DTC, or for maintaining, supervising or reviewing any records relating to beneficial ownership interests.

Definitive Certificates

Definitive certificates will be issued to certificateholders or their nominees, respectively, rather than to DTC or its nominee, only if (1) the Depositor advises the Trustee in writing that DTC is no longer willing or able to discharge properly its responsibilities as clearing agency with respect to the Book-Entry Certificates and the Depositor is unable to locate a qualified successor, (2) the Depositor, at its option, elects to terminate the book-entry system through DTC, or (3) after the occurrence of an Event of Default, certificateholders representing in the aggregate not less than 51% of the voting rights of the Book-Entry Certificates advise the Trustee and DTC through participants, in writing, that the continuation of a book-entry system through DTC (or a successor thereto) is no longer in the certificateholders’ best interest.

S-137

Upon the occurrence of any event described in the immediately preceding paragraph, the Trustee is required to notify all certificateholders through participants of the availability of definitive certificates. Upon surrender by DTC of the definitive certificates representing the Book-Entry Certificates and receipt of instructions for re-registration, the Trustee will reissue the Book-Entry Certificates as definitive certificates issued in the respective principal amounts owned by individual certificateholders, and thereafter the Trustee will recognize the holders of definitive certificates as certificateholders under the Agreement. Definitive certificates will be issued in minimum denominations of $25,000, except that any beneficial ownership represented by a Book-Entry Certificate in an amount less than $25,000 immediately prior to the issuance of a definitive certificate shall be issued in a minimum denomination equal to the amount of the beneficial ownership.

Calculation of One-Month LIBOR for the Offered Certificates

On each LIBOR Determination Date, the Trustee will determine One-Month LIBOR for the next Accrual Period for the Offered Certificates on the basis of the offered rates of the Reference Banks for one-month United States dollar deposits, as such rate appears on the Telerate Screen Page 3750, as of 11:00 a.m. (London time) on such LIBOR Determination Date.

On each LIBOR Determination Date, if the rate does not appear or is not available on Telerate Screen Page 3750, One-Month LIBOR for the related Accrual Period for the Offered Certificates will be established by the Trustee as follows:

(a) If on such LIBOR Determination Date two or more Reference Banks provide such offered quotations, One-Month LIBOR for the related Accrual Period shall be the arithmetic mean of such offered quotations (rounded upwards if necessary to the nearest whole multiple of 0.0625%).

(b) If on such LIBOR Determination Date fewer than two Reference Banks provide such offered quotations, One-Month LIBOR for the related Accrual Period shall be the higher of (x) One-Month LIBOR as determined on the previous LIBOR Determination Date and (y) the Reserve Interest Rate.

The establishment of One-Month LIBOR on each LIBOR Determination Date by the Trustee and the Trustee’s calculation of the rate of interest applicable to the Offered Certificates for the related Accrual Period shall (in the absence of manifest error) be final and binding.

Allocation of Available Funds

Distributions to holders of each class of Offered Certificates will be made on each distribution date from the Available Distribution Amount.

Interest Distributions on the Offered Certificates

Interest Distributions on the Group 1 Certificates

On each distribution date the Trustee shall withdraw from the Certificate Account that portion of the Available Distribution Amount for such distribution date consisting of the Interest Remittance Amount in respect of the Group 1 Loans for such distribution date, and make the following disbursements and transfers in the order of priority described below, in each case to the extent of the related Interest Remittance Amount for such distribution date:

S-138

(i)from the Interest Remittance Amount in respect of the Group 1, concurrently to the holders of the Class 1-A-1-1, Class 1-A-1-2, Class 1-A-2A, Class 1-A-2B and Class 1-A-2C Certificates, pro rata, the related Monthly Interest Distributable Amount and any Unpaid Interest Shortfall Amount for each such class for such distribution date;

(ii)from the Interest Remittance Amount in respect of the Group 1 Loans, sequentially to the holders of the Class 1-M-1, Class 1-M-2, Class 1-M-3, Class 1-M-4, Class 1-M-5, Class 1-M-6, Class 1-M-7, Class 1-M-8 and Class 1-B Certificates, in that order, the related Monthly Interest Distributable Amount for each such class for such distribution date.

On any distribution date, any shortfalls resulting from the application of the Relief Act and any Prepayment Interest Shortfalls on the Group 1 Loans to the extent not covered by Compensating Interest paid by the related Subservicer or the Master Servicer will be allocated, first, in reduction of amounts otherwise distributable to the related Class C Certificates and Class R Certificates, and thereafter, to the Monthly Interest Distributable Amounts with respect to the Class 1-A, Class 1-M and Class 1-B 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 1-A, Class 1-M and Class 1-B Certificates will not be entitled to reimbursement for any such interest shortfalls. Unpaid Interest Shortfall Amounts previously allocated to the Class 1-M Certificates and Class 1-B Certificates shall only be reimbursed as described in “—Overcollateralization Provisions—Loan Group 1” below and from the related Interest Rate Swap Agreement as described in “—Payments Under the Interest Rate Swap Agreements” below.

Interest Distributions on the Group 2 Certificates

On each distribution date the Trustee shall withdraw from the Certificate Account that portion of the Available Distribution Amount for such distribution date consisting of the Interest Remittance Amount in respect of the Group 2 Loans for such distribution date, and make the following disbursements and transfers in the order of priority described below, in each case to the extent of the related Interest Remittance Amount for such distribution date:

(i)from the Interest Remittance Amount in respect of the Group 2 Loans, concurrently to the holders of the Class 2-A-1 Certificates and Class 2-A-2 Certificates, the related Monthly Interest Distributable Amount and any Unpaid Interest Shortfall Amount for each such class for such distribution date;

(ii)from the Interest Remittance Amount in respect of the Group 2 Loans, sequentially to the holders of the Class 2-M-1, Class 2-M-2, Class 2-M-3 and Class 2-B Certificates, in that order, the related Monthly Interest Distributable Amount for each such class for such distribution date.

On any distribution date, any shortfalls resulting from the application of the Relief Act and any Prepayment Interest Shortfalls on the Group 2 Loans to the extent not covered by Compensating Interest paid by the related Subservicer or the Master Servicer will be allocated, first, in reduction of amounts otherwise distributable to the related Class C Certificates and Class R Certificates, and thereafter, to the Monthly Interest Distributable Amounts with respect to the Class 2-A, Class 2-M and Class 2-B 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 2-A, Class 2-M and Class 2-B Certificates will not be entitled to reimbursement for any such interest shortfalls. Unpaid Interest Shortfall Amounts previously allocated to the Class 2-M Certificates and Class 2-B Certificates shall only be reimbursed as described in “—Overcollateralization Provisions—Loan Group 2” below and from the related Interest Rate Swap Agreement as described in “—Payments Under the Interest Rate Swap Agreements” below.

S-139

Principal Distributions on the Offered Certificates

Principal Distributions on the Group 1 Certificates

Except as provided below, on each distribution date (a) prior to the Group 1 Stepdown Date or (b) on or after the Group 1 Stepdown Date if a Group 1 Trigger Event is in effect, the holders of each class of Group 1 Certificates shall be entitled to receive distributions in respect of principal to the extent of the related Principal Distribution Amount in the following amounts and order of priority:

(i)first, concurrently (a) to the holders of the Class 1-A-1-1 Certificates and Class 1-A-1-2 Certificates, pro rata, based on the Certificate Principal Balances thereof, the related Class 1-A Principal Allocation Fraction of the Principal Distribution Amount related to Loan Group 1 and (b) sequentially, to the holders of the Class 1-A-2A, Class 1-A-2B and Class 1-A-2C Certificates, the related Class 1-A Principal Allocation Fraction of the Principal Distribution Amount related to Loan Group 1 (allocated among such Class 1-A-2 Certificates in the priority described below), in each case until the Certificate Principal Balances thereof have been reduced to zero; provided, that if on any distribution date, the Class 1-A-1-1 Certificates and Class 1-A-1-2 Certificates are no longer outstanding, the related Class 1-A Principal Allocation Fraction of the Principal Distribution Amount related to Loan Group 1 will be allocated to the Class 1-A-2 Certificates, in the order described below, in each case until the Certificate Principal Balances thereof have been reduced to zero and if on any distribution date, the Class 1-A-2 Certificates are no longer outstanding, the related Class 1-A Principal Allocation Fraction of the Principal Distribution Amount related to Loan Group 1 will be allocated to the Class 1-A-1-1 Certificates and Class 1-A-1-2 Certificates, pro rata, until the Certificate Principal Balance thereof has been reduced to zero; and

(ii)second, from the remaining related Principal Distribution Amount, sequentially, to the holders of the Class 1-M-1, Class 1-M-2, Class 1-M-3, Class 1-M-4, Class 1-M-5, Class 1-M-6, Class 1-M-7, Class 1-M-8 and Class 1-B Certificates, in that order, in each case until the Certificate Principal Balances thereof have been reduced to zero.

Except as provided below, on each distribution date (a) on or after the Group 1 Stepdown Date and (b) on which a Group 1 Trigger Event is not in effect, the holders of each class of Group 1 Certificates shall be entitled to receive distributions in respect of principal to the extent of the related Principal Distribution Amount in the following amounts and order of priority:

(i)first, concurrently (a) to the holders of the Class 1-A-1-1 Certificates and Class 1-A-1-2 Certificate, pro rata, based on the Certificate Principal Balances thereof, the related Class 1-A Principal Allocation Fraction of the Class 1-A Principal Distribution Amount and (b) sequentially, to the holders of the Class 1-A-2A, Class 1-A-2B and Class 1-A-2C, the related Class 1-A Principal Allocation Fraction of the Class 1-A Principal Distribution Amount (allocated among such Class 1-A-2 Certificates in the priority described below), in each case until the Certificate Principal Balances thereof have been reduced to zero; provided, that if on any distribution date, the Class 1-A-1-1 Certificates and Class 1-A-1-2 Certificates are no longer outstanding, the related Class 1-A Principal Allocation Fraction of the Class 1-A Principal Distribution Amount will be allocated to the Class 1-A-2 Certificates, in the order described below, in each case until the Certificate Principal Balances thereof have been reduced to zero and if on any distribution date, the Class 1-A-2 Certificates are no longer outstanding, the related Class 1-A Principal Allocation Fraction of the Class 1-A Principal Distribution Amount will be allocated to the Class 1-A-1-1 Certificates and Class 1-A-1-2 Certificates, pro rata, based on the Certificate Principal Balances thereof, until the Certificate Principal Balance thereof has been reduced to zero; and

(ii)second, sequentially, to the holders of the Class 1-M-1, Class 1-M-2, Class 1-M-3, Class 1-M-4, Class 1-M-5, Class 1-M-6, Class 1-M-7, Class 1-M-8 and Class 1-B Certificates, in that order, the related Subordinate Class Principal Distribution Amount, in each case until the Certificate Principal Balances thereof have been reduced to zero.

S-140

With respect to the Class 1-A-2 Certificates, all principal distributions will be distributed sequentially to the holders of the Class 1-A-2A, Class 1-A-2B and Class 1-A-2C Certificates; provided, however that on any distribution date on which the aggregate Certificate Principal Balance of the Class 1-M Certificates and Class 1-B Certificates and the related Overcollateralized Amount have been reduced to zero, the related Class 1-A Principal Allocation Fraction of the Principal Distribution Amount or Class 1-A Principal Distribution Amount related to Loan Group 1, as applicable, will be paid to the Class 1-A Certificates on a pro rata basis, based on the Certificate Principal Balances thereof, until reduced to zero.

The allocation of distributions in respect of principal to the Class 1-A Certificates on each distribution date (a) prior to the Group 1 Stepdown Date or (b) on or after the Group 1 Stepdown Date on which a Group 1 Trigger Event has occurred, will have the effect of accelerating the amortization of the Class 1-A Certificates while, in the absence of Realized Losses, increasing the respective percentage interest in the principal balance of the related mortgage loans evidenced by the Class 1-M and Class 1-B Certificates. Increasing the respective percentage interest in the trust of the Class 1-M and Class 1-B Certificates relative to that of the Class 1-A Certificates is intended to preserve the availability of the subordination provided by the Class 1-M and Class 1-B Certificates.

Notwithstanding the foregoing, to the extent any Net Swap Payment or Swap Termination Payment with respect to the Group 1-A-2 Interest Rate Swap Agreement is payable from principal collections from Loan Group 1, Principal Distribution Amounts with respect to Loan Group 1 will be deemed paid to the most subordinate class of related certificates (other than the Class R Certificates and Class P-R Certificates), until the Certificate Principal Balance thereof has been reduced to zero.

Principal Distributions on the Group 2 Certificates

Except as provided below, on each distribution date (a) prior to the Group 2 Stepdown Date or (b) on or after the Group 2 Stepdown Date if a Group 2 Trigger Event is in effect, the holders of each class of Group 2 Certificates shall be entitled to receive distributions in respect of principal to the extent of the related Principal Distribution Amount in the following amounts and order of priority:

(i)to the holders of the Class 2-A-1 Certificates and Class 2-A-2 Certificates, the related Principal Distribution Amount (allocated among such Class 2-A Certificates in the priority described below), in each case until the Certificate Principal Balances thereof have been reduced to zero; and

(ii)second, from the remaining related Principal Distribution Amount to the holders of the Class 2-M-1, Class 2-M-2, Class 2-M-3 and Class 2-B Certificates, in that order, in each case until the Certificate Principal Balances thereof have been reduced to zero.

Except as provided below, on each distribution date (a) on or after the Group 2 Stepdown Date and (b) on which a Group 2 Trigger Event is not in effect, the holders of each class of Class 2-A, Class 2-M and Class 2-B Certificates shall be entitled to receive distributions in respect of principal to the extent of the related Principal Distribution Amount in the following amounts and order of priority:

(i)first, to the holders of the Class 2-A-1 Certificates and Class 2-A-2 Certificates, the Class 2-A Principal Distribution Amount (allocated among such Class 2-A Certificates in the priority described below), in each case until the Certificate Principal Balances thereof have been reduced to zero; and

(ii)second, sequentially, to the holders of the Class 2-M-1, Class 2-M-2, Class 2-M-3 and Class 2-B Certificates, in that order, the related Subordinate Class Principal Distribution Amount, in each case until the Certificate Principal Balances thereof have been reduced to zero.

With respect to the Class 2-A Certificates, all principal distributions will be distributed pro rata to the Class 2-A-1 Certificates and Class 2-A-2 Certificates, in each case until the Certificate Principal Balance thereof is reduced to zero; provided, however that on any distribution date on which the aggregate Certificate Principal Balance of the Class 2-M Certificates and Class 2-B Certificates and the related Overcollateralized Amount have been reduced to zero, the related Principal Distribution Amount or Class 2-A Principal Distribution Amount will be paid to the Class 2-A Certificates on a pro rata basis, based on the Certificate Principal Balances thereof, until reduced to zero.

S-141

The allocation of distributions in respect of principal to the Class 2-A Certificates on each distribution date (a) prior to the Group 2 Stepdown Date or (b) on or after the Group 2 Stepdown Date on which a Group 2 Trigger Event has occurred, will have the effect of accelerating the amortization of the Class 2-A Certificates while, in the absence of Realized Losses, increasing the respective percentage interest in the principal balance of the related mortgage loans evidenced by the Class 2-M Certificates and Class 2-B Certificates. Increasing the respective percentage interest in the trust of the Class 2-M Certificates and Class 2-B Certificates relative to that of the Class 2-A Certificates is intended to preserve the availability of the subordination provided by the Class 2-M Certificates and Class 2-B Certificates.

Notwithstanding the foregoing, to the extent any Net Swap Payment or Swap Termination Payment with respect to the Group 2 Interest Rate Swap Agreement is payable from principal collections from Loan Group 2, Principal Distribution Amounts with respect to Loan Group 2 will be deemed paid to the most subordinate class of certificates (other than the Class R Certificates and Class P-M Certificates), until the Certificate Principal Balance thereof has been reduced to zero.

Credit Enhancement

The credit enhancement provided for the benefit of the holders of the Class A Certificates related to each Loan Group consists of subordination, excess interest, cross-collateralization and overcollateralization, as described under “—Overcollateralization Provisions” below and the related interest rate swap agreement as described under “—Interest Rate Swap Agreements” below.

The rights of the holders of the related Subordinate Certificates and the related Class C Certificates to receive distributions will be subordinated, to the extent described herein, to the rights of the holders of the related Class A Certificates.

The protection afforded to the holders of the related Class A Certificates by means of the subordination of the related Subordinate Certificates and the related Class C Certificates will be accomplished by (i) the preferential right of the holders of the related Class A Certificates to receive on any distribution date, prior to distributions on the related Subordinate Certificates and the related Class C Certificates, distributions in respect of interest and principal, subject to funds available for such distributions and (ii) if necessary, the right of the holders of the related Class A Certificates to receive future distributions of amounts that would otherwise be payable to the holders of the related Subordinate Certificates and the related Class C Certificates.

The rights of the holders of Subordinate Certificates with higher payment priorities to receive distributions in respect of interest and principal will be senior to the rights of holders of Subordinate Certificates with lower payment priorities and the rights of the holders of the Subordinate Certificates to receive distributions will be senior to the rights of the holders of the related Class C Certificates in respect of interest and principal, in each case to the extent described herein.

The subordination feature is intended to enhance the likelihood of regular receipt of principal and interest by the holders of more senior certificates of distributions and to afford such holders protection against Realized Losses.

S-142

Overcollateralization Provisions

Interest collections on the mortgage loans in each Loan Group are expected to be generated in excess of the fees and expenses payable by the trust and the amount of interest payable to the holders of the Offered Certificates. In addition, on or after the related Stepdown Date, so long as no related Trigger Event is in effect, the related Overcollateralized Amount may be reduced by the application of the related Overcollateralization Release Amount.

Loan Group 1

The Agreement requires that, on each distribution date, the related Net Monthly Excess Cashflow in respect of the Loan Group 1, if any, be applied on such distribution date as follows:

(i)to the holders of the Class 1-A, Class 1-M and Class 1-B Certificates then entitled to receive distributions in respect of principal, in an amount equal to any related Extra Principal Distribution Amount, payable to such holders as part of the related Principal Distribution Amount as described under “—Allocation of Available Funds—Principal Distributions on the Offered Certificates—Principal Distributions on the Group 1 Certificates” above;

(ii)to the holders of the Class 1-A Certificates, pro rata, based on entitlement, in an amount equal to any related Allocated Realized Loss Amount for each such class;

(iii)sequentially, to the Class 1-M-1, Class 1-M-2, Class 1-M-3, Class 1-M-4, Class 1-M-5, Class 1-M-6, Class 1-M-7, Class 1-M-8 and Class 1-B Certificates, in that order, in each case in an amount equal to the sum of the Unpaid Interest Shortfall Amount and the Allocated Realized Loss Amount (such amount to be applied first to cover Unpaid Interest Shortfall Amount for such class and second to cover Allocated Realized Loss Amount for such class) for each such class;

(iv)first, to the holders of the Class 2-A Certificates, on a pro rata basis, and second, sequentially, to the holders of the Class 2-M-1, Class 2-M-2, Class 2-M-3 and Class 2-B Certificates, any Cross-Collateralized Loss Payments as provided in “—Cross-Collateralization” below.

(v)to the Net WAC Shortfall Reserve Fund to pay the Group 1 Certificates, on a pro rata basis, based on the Certificate Principal Balances thereof, to the extent needed to pay any remaining related Net WAC Shortfall Amount for each such class; provided that any related Net Monthly Excess Cashflow remaining after such allocation to pay any such Net WAC Shortfall Amount based on the Certificate Principal Balances of the Group 1 Certificates will be distributed to each such class of certificates with respect to which there remains any unpaid Net WAC Shortfall Amount (after the distribution based on Certificate Principal Balances), pro rata, based on the amount of such unpaid Net WAC Shortfall Amount;

(vi)first, to the holders of the Class 2-A Certificates, on a pro rata basis, based on entitlement, and second, sequentially, to the holders of the Class 2-M-1, Class 2-M-2, Class 2-M-3 and Class 2-B Certificates, in each case, in respect of the Allocated Realized Loss Amounts to the extent not covered by payments under the Group 2 Interest Rate Swap Agreement;

S-143

(vii)to the Supplemental Interest Trust for payment to the Swap Provider any Swap Termination Payments with respect to the Group 1-A-2 Interest Rate Swap Agreement owed to the Swap Provider due to a Swap Provider Trigger Event not previously paid; and

(viii)to the holders of the Class C-R Certificates as provided in the Agreement.

Loan Group 2

The Agreement requires that, on each distribution date, the related Net Monthly Excess Cashflow in respect of the Loan Group 2, if any, be applied on such distribution date as follows:

(i)to the holders of the Class 2-A, Class 2-M and Class 2-B Certificates then entitled to receive distributions in respect of principal, in an amount equal to any related Extra Principal Distribution Amount, payable to such holders as part of the related Principal Distribution Amount as described under “—Allocation of Available Funds—Principal Distributions on the Offered Certificates—Principal Distributions on the Group 2 Certificates” above;

(ii)to the holders of the Class 2-A Certificates, pro rata, based on entitlement, in an amount equal to any related Allocated Realized Loss Amount for each such class;

(iii)sequentially, to the Class 2-M-1, Class 2-M-2, Class 2-M-3 and Class 2-B Certificates, in that order, in each case in an amount equal to the sum of the Unpaid Interest Shortfall Amount and the Allocated Realized Loss Amount (such amount to be applied first to cover Unpaid Interest Shortfall Amount for such class and second to cover Allocated Realized Loss Amount for such class) for each such class;

(iv)first, to the holders of the Class 1-A Certificates, on a pro rata basis, and second, sequentially, to the holders of the Class 1-M-1, Class 1-M-2, Class 1-M-3, Class 1-M-4, Class 1-M-5, Class 1-M-6, Class 1-M-7, Class 1-M-8 and Class 1-B Certificates, any Cross-Collateralized Loss Payments as provided in “—Cross-Collateralization” below.

(v)to the Net WAC Shortfall Reserve Fund to pay the Group 2 Certificates, on a pro rata basis, based on the Certificate Principal Balances thereof, to the extent needed to pay any remaining related Net WAC Shortfall Amount for each such class; provided that any related Net Monthly Excess Cashflow remaining after such allocation to pay any such Net WAC Shortfall Amount based on the Certificate Principal Balances of the Group 2 Certificates will be distributed to each such class of certificates with respect to which there remains any unpaid Net WAC Shortfall Amount (after the distribution based on Certificate Principal Balances), pro rata, based on the amount of such unpaid Net WAC Shortfall Amount;

(vi)first, to the holders of the Class 1-A Certificates, on a pro rata basis, based on entitlement, and second, sequentially, to the holders of the Class 1-M-1, Class 1-M-2, Class 1-M-3, Class 1-M-4, Class 1-M-5, Class 1-M-6, Class 1-M-7, Class 1-M-8 and Class 1-B Certificates, in each case, in respect of the Allocated Realized Loss Amounts to the extent not covered by payments under the Group 1-A-2 Interest Rate Swap Agreement;

S-144

(vii)to the Supplemental Interest Trust for payment to the Swap Provider any Swap Termination Payments with respect to the Group 2 Interest Rate Swap Agreement owed to the Swap Provider due to a Swap Provider Trigger Event not previously paid; and

(viii)to the holders of the Class C-M Certificates as provided in the Agreement.

Cross-Collateralization

On each payment date, Crossable Excess from each Loan Group may be available to cover Crossable Losses on mortgage loans in the non-related Loan Group if on such payment date one Loan Group has Crossable Excess and one Loan Group has Crossable Losses. In such instance, payments shall be made from the Loan Group with Crossable Excess to the Loan Group with Crossable Losses, up to the amount of such Crossable Losses.

The Interest Rate Swap Agreements

Deutsche Bank National Trust Company as Trustee on behalf of a separate trust created under the Agreement (the “Supplemental Interest Trust”) will enter into two interest rate swap agreements with [______________] (in that capacity, the “Swap Provider”) for the benefit of the Class 1-A-2, Class 1-M and Class 1-B Certificates (the “Group 1-A-2 Interest Rate Swap Agreement”) and the Class 2-A, Class 2-M and Class 2-B Certificates (the “Group 2 Interest Rate Swap Agreement”, and together with the Group 1-A-2 Interest Rate Swap Agreement, the “Interest Rate Swap Agreements”). On each distribution date, the Trustee, on behalf of the Supplemental Interest Trust, may receive certain amounts from the Swap Provider, from which distributions to the trust will be made as described in this free writing prospectus. For the avoidance of doubt, the Supplemental Interest Trust and the Interest Rate Swap Agreements will not be assets of any REMIC.

Under the Group 1-A-2 Interest Rate Swap Agreement, on or before each distribution date or prior to the distribution date in April 2011, the Supplemental Interest Trust will be obligated to pay to the Swap Provider a fixed amount for that distribution date, or the “Fixed Swap Payment,” equal to the product of (x) the fixed rate specified in the table below, (y) the product of (i) the Group 1-A-2 Notional Amount (as defined below) for that distribution date, and (ii) 250 (z) a fraction, the numerator of which is 30 (or for the first distribution date, the number of days elapsed from the Closing Date to but excluding the first distribution date) and the denominator of which is 360 and the Swap Provider will be obligated to pay to the Supplemental Interest Trust a floating amount for that distribution date, or the “Floating Swap Payment,” equal to the product of (x) One-Month LIBOR, as determined pursuant to the Group 1-A-2 Interest Rate Swap Agreement, (y) the product of (i) the Group 1-A-2 Notional Amount (as defined below) for that distribution date and (ii) 250 (z) a fraction, the numerator of which is equal to the number of days in the related calculation period as provided in the Group 1-A-2 Interest Rate Swap Agreement and the denominator of which is 360. A net payment, referred to as a Net Swap Payment, will be required to be made on each such distribution date (a) by the Supplemental Interest Trust to the Swap Provider, to the extent that the Fixed Swap Payment for such distribution date exceeds the Floating Swap Payment for such distribution date, or (b) by the Swap Provider to the Supplemental Interest Trust, to the extent that the Floating Swap Payment for such distribution date exceeds the Fixed Swap Payment for such distribution date. On each distribution date on which the Supplemental Interest Trust is required to make a Net Swap Payment to the Swap Provider, the trust will be required to make a payment to the Supplemental Interest Trust in the same amount.

The notional amount with respect to the Group 1-A-2 Interest Rate Swap Agreement and each distribution date will be the lesser of (i) the calculation amount specified in the table below for such distribution date and (ii) the aggregate Certificate Principal Balance of the Class 1-A-2, Class 1-M and Class 1-B Certificates at the beginning of the related calculation period divided by 250 (such lesser amount, the “Group 1-A-2 Notional Amount”). The Group 1-A-2 Interest Rate Swap Agreement will terminate immediately following the distribution date in April 2011, unless terminated earlier upon the occurrence of a Swap Default, an Early Termination Event or an Additional Termination Event, each as defined below.

S-145

Distribution Date	Calculation Amount of Group 1-A-2 Interest Rate Swap Agreement ($)		Fixed Rate (%)
April 2006		1,697,138.36		5.0331
May 2006		1,731,913.81		5.0348
June 2006		1,722,157.99		5.0352
July 2006		1,708,642.84		5.0355
August 2006		1,691,354.68		5.0358
September 2006		1,670,303.01		5.0362
October 2006		1,645,521.34		5.0365
November 2006		1,617,067.36		5.0369
December 2006		1,585,023.65		5.0373
January 2007		1,549,499.34		5.0377
February 2007		1,510,626.57		5.0381
March 2007		1,469,528.22		5.0384
April 2007		1,426,663.13		5.0385
May 2007		1,383,258.37		5.0385
June 2007		1,341,165.45		5.0385
July 2007		1,300,344.66		5.0385
August 2007		1,260,757.34		5.0385
September 2007		1,222,366.96		5.0385
October 2007		1,185,137.11		5.0385
November 2007		1,149,033.50		5.0385
December 2007		1,114,022.06		5.0385
January 2008		1,080,068.93		5.0385
February 2008		922,411.75		5.0619
March 2008		860,270.35		5.0711
April 2008		800,017.48		5.0707
May 2008		775,614.07		5.0707
June 2008		751,949.37		5.0707
July 2008		729,001.97		5.0707
August 2008		706,749.04		5.0707
September 2008		685,170.67		5.0707
October 2008		664,245.99		5.0707
November 2008		643,955.35		5.0707
December 2008		624,279.97		5.0707
January 2009		605,200.47		5.0707
February 2009		571,070.39		5.0778
March 2009		545,794.87		5.0797
April 2009		505,657.94		5.0819
May 2009		216,280.50		4.9956
June 2009		209,661.28		4.9956
July 2009		203,242.64		4.9956
August 2009		197,019.20		4.9956
September 2009		190,984.50		4.9956
October 2009		185,133.28		4.9956
November 2009		179,459.90		4.9956
December 2009		173,958.56		4.9956
January 2010		168,624.84		4.9956
February 2010		163,452.90		4.9956
March 2010		158,438.48		4.9956
April 2010		153,576.28		4.9956
May 2010		148,862.20		4.9956
June 2010		144,291.62		4.9956
July 2010		139,859.98		4.9956
August 2010		135,563.46		4.9956
September 2010		131,397.70		4.9956
October 2010		127,358.74		4.9956

S-146

Distribution Date	Calculation Amount of Group 1-A-2 Interest Rate Swap Agreement ($)		Fixed Rate (%)
November 2010		123,442.72		4.9956
December 2010		119,645.98		4.9956
January 2011		115,965.12		4.9956
February 2011		86,506.18		5.0425
March 2011		72,747.88		5.0620
April 2011		7,632.16		5.0920

Under the Group 2 Interest Rate Swap Agreement, on or before each distribution date on or prior to the distribution date in March 2016, the Supplemental Interest Trust will be obligated to pay to the Swap Provider a fixed amount for that distribution date, or the “Fixed Swap Payment,” equal to the product of (x) the fixed rate specified in the table below, (y) the product of (i) the Group 2 Notional Amount (as defined below) for that distribution date, and (ii) 250 (z) a fraction, the numerator of which is 30 (or, for the first distribution date, the number of days elapsed from the Closing Date to but excluding the first distribution date) and the denominator of which is 360, and the Swap Provider will be obligated to pay to the Supplemental Interest Trust a floating amount for that distribution date, or the “Floating Swap Payment,” equal to the product of (x) One-Month LIBOR, as determined pursuant to the Group 2 Interest Rate Swap Agreement, (y) the product of (i) the Group 2 Notional Amount (as defined below) for that distribution date and (ii) 250 (z) a fraction, the numerator of which is equal to the number of days in the related calculation period as provided in the Group 2 Interest Rate Swap Agreement and the denominator of which is 360. A net payment, referred to as a Net Swap Payment, will be required to be made on each such distribution date (a) by the Supplemental Interest Trust to the Swap Provider, to the extent that the Fixed Swap Payment for such distribution date exceeds the Floating Swap Payment for such distribution date, or (b) by the Swap Provider to the Supplemental Interest Trust, to the extent that the Floating Swap Payment for such distribution date exceeds the Fixed Swap Payment for such distribution date. On each distribution date on which the Supplemental Interest Trust is required to make a Net Swap Payment to the Swap Provider, the trust will be required to make a payment to the Supplemental Interest Trust in the same amount.

The notional amount with respect to the Group 2 Interest Rate Swap Agreement and each distribution date will be the lesser of (i) the calculation amount specified in the table below for such distribution date and (ii) the aggregate Certificate Principal Balance of the Class 2-A, Class 2-M and Class 2-B Certificates at the beginning of the related calculation period divided by 250 (such lesser amount, the “Group 2 Notional Amount”). The Group 2 Interest Rate Swap Agreement will terminate immediately following the distribution date in March 2016, unless terminated earlier upon the occurrence of a Swap Default, an Early Termination Event or an Additional Termination Event, each as defined below.

Distribution Date	Calculation Amount of Group 2 Interest Rate Swap Agreement ($)		Fixed Rate (%)
April 2006		993,898.96		4.7496
May 2006		991,908.24		4.7496
June 2006		989,752.00		4.7497
July 2006		987,429.84		4.7497
August 2006		984,946.48		4.7498
September 2006		982,298.40		4.7498
October 2006		979,488.64		4.7498
November 2006		976,520.48		4.7499
December 2006		973,390.88		4.7499
January 2007		970,104.16		4.7499
February 2007		966,661.52		4.7500
March 2007		963,062.48		4.7500
April 2007		959,310.96		4.7500
May 2007		955,406.80		4.7501
June 2007		951,350.80		4.7501
July 2007		947,147.20		4.7501

S-147

Distribution Date	Calculation Amount of Group 2 Interest Rate Swap Agreement ($)		Fixed Rate (%)
August 2007		942,796.40		4.7502
September 2007		938,298.88		4.7502
October 2007		933,660.72		4.7502
November 2007		928,916.64		4.7503
December 2007		924,080.96		4.7503
January 2008		919,199.84		4.7503
February 2008		914,298.72		4.7503
March 2008		909,396.96		4.7503
April 2008		904,518.08		4.7503
May 2008		899,667.12		4.7503
June 2008		894,842.48		4.7503
July 2008		890,041.92		4.7503
August 2008		885,270.16		4.7503
September 2008		880,521.28		4.7503
October 2008		858,505.92		4.7577
November 2008		836,607.28		4.7613
December 2008		724,896.04		4.7509
January 2009		686,419.56		4.7436
February 2009		682,738.84		4.7436
March 2009		679,077.36		4.7436
April 2009		675,434.24		4.7436
May 2009		671,812.36		4.7436
June 2009		668,207.40		4.7436
July 2009		664,624.04		4.7436
August 2009		661,058.08		4.7436
September 2009		657,510.48		4.7436
October 2009		653,984.12		4.7436
November 2009		650,474.68		4.7436
December 2009		646,986.84		4.7436
January 2010		643,516.40		4.7436
February 2010		640,064.32		4.7436
March 2010		636,631.28		4.7436
April 2010		633,217.16		4.7436
May 2010		629,821.00		4.7436
June 2010		626,442.40		4.7436
July 2010		623,081.00		4.7436
August 2010		619,738.52		4.7436
September 2010		616,414.00		4.7436
October 2010		445,907.04		4.8337
November 2010		428,314.88		4.8491
December 2010		301,376.64		4.8493
January 2011		202,480.48		4.8188
February 2011		140,594.40		4.7958
March 2011		169,465.81		5.2600
April 2011		163,913.53		5.2600
May 2011		158,529.42		5.2600
June 2011		153,308.41		5.2600
July 2011		148,245.62		5.2600
August 2011		143,336.27		5.2600
September 2011		138,575.81		5.2600
October 2011		133,959.69		5.2600
November 2011		129,483.57		5.2600
December 2011		125,143.23		5.2600
January 2012		120,934.59		5.2600
February 2012		116,853.67		5.2600
March 2012		112,896.73		5.2600
April 2012		109,059.92		5.2600
May 2012		105,339.63		5.2600
June 2012		101,732.36		5.2600
July 2012		98,234.68		5.2600
August 2012		94,843.30		5.2600
September 2012		91,555.12		5.2600
October 2012		88,366.92		5.2600

S-148

Distribution Date	Calculation Amount of Group 2 Interest Rate Swap Agreement ($)		Fixed Rate (%)
November 2012		85,275.67		5.2600
December 2012		82,278.46		5.2600
January 2013		79,372.44		5.2600
February 2013		76,554.90		5.2600
March 2013		73,823.65		5.2600
April 2013		71,175.54		5.2600
May 2013		71,175.54		5.2600
June 2013		71,175.54		5.2600
July 2013		69,976.80		5.2600
August 2013		67,819.45		5.2600
September 2013		65,727.94		5.2600
October 2013		63,700.19		5.2600
November 2013		61,734.30		5.2600
December 2013		59,828.38		5.2600
January 2014		57,980.62		5.2600
February 2014		56,189.26		5.2600
March 2014		54,452.64		5.2600
April 2014		52,769.05		5.2600
May 2014		51,136.90		5.2600
June 2014		49,554.62		5.2600
July 2014		48,020.70		5.2600
August 2014		46,533.68		5.2600
September 2014		45,092.15		5.2600
October 2014		43,694.72		5.2600
November 2014		42,340.05		5.2600
December 2014		41,026.84		5.2600
January 2015		39,753.85		5.2600
February 2015		38,519.85		5.2600
March 2015		37,323.71		5.2600
April 2015		36,164.22		5.2600
May 2015		35,040.27		5.2600
June 2015		33,950.80		5.2600
July 2015		32,894.74		5.2600
August 2015		31,871.09		5.2600
September 2015		30,878.90		5.2600
October 2015		29,917.18		5.2600
November 2015		28,985.00		5.2600
December 2015		28,081.45		5.2600
January 2016		27,205.68		5.2600
February 2016		26,356.83		5.2600
March 2016		25,541.57		5.2600

The respective obligations of the Swap Provider and the Supplemental Interest Trust to pay specified amounts due under each Interest Rate Swap Agreement will be subject to the following conditions precedent: (1) no Swap Default (as defined below) or event that with the giving of notice or lapse of time or both would become a Swap Default shall have occurred and be continuing with respect to the related Interest Rate Swap Agreement and (2) no “Early Termination Date” (as defined in the ISDA Master Agreement) has occurred or been effectively designated with respect to the related Interest Rate Swap Agreement.

“Events of Default” under each Interest Rate Swap Agreement (each a “Swap Default”) include the following standard events of default under the ISDA Master Agreement:

·“Failure to Pay or Deliver”

S-149

·“Bankruptcy” and

·“Merger without Assumption” which generally relates to the Swap Provider,

as described in the Interest Rate Swap Agreement.

“Termination Events” under the related Interest Rate Swap Agreement (each a “Termination Event”) consist of the following standard events under the ISDA Master Agreement:

·“Illegality” (which generally relates to changes in law causing it to become unlawful for either party to perform its obligations under the related Interest Rate Swap Agreement),

·“Tax Event” (which generally relates to either party to the related Interest Rate Swap Agreement receiving a payment under the related Interest Rate Swap Agreement from which an amount has been deducted or withheld for or on account of taxes or paying an additional amount on accout of an indemnifiable tax to the Interest Rate Swap Agreement) and

·“Tax Event Upon Merger” (which generally relates to either party receiving a payment under the related Interest Rate Swap Agreement from which an amount has been deducted or withheld for or on account of taxes or paying an additional amount on accout of an indemnifiable tax to the Interest Rate Swap Agreement, in either case as a result of a merger),

as described in the Interest Rate Swap Agreement. In addition, there are “Additional Termination Events” (as defined in each Interest Rate Swap Agreement) including if the Swap Provider fails to comply with the Downgrade Provisions (as defined below).

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

Upon any Swap Early Termination, the Supplemental Interest Trust or the Swap Provider may be liable to make a swap termination payment (the “Swap Termination Payment”) to the other, regardless, if applicable, of which of the parties has caused the termination. The Swap Termination Payment will be based on the value of the related Interest Rate Swap Agreement computed in accordance with the procedures set forth in the related Interest Rate Swap Agreement taking into account the present value of the unpaid amounts that would have been owed to and by the Swap Provider up to the end of the scheduled term of the related Interest Rate Swap Agreement. In the event that the Supplemental Interest Trust is required to make a Swap Termination Payment to the Swap Provider, the trust will be required to make a payment to the Supplemental Interest Trust in the same amount, which payment will be paid on the related distribution date, and on any subsequent distribution dates until paid in full, prior to distributions to related offered certificateholders, other than in the case of a Swap Termination Payment triggered upon a Swap Provider Trigger Event. The trust’s obligation to pay amounts in respect of such Swap Termination Payment due to a Swap Provider Trigger Event will be subordinated to distributions to the holders of the related Offered Certificates.

A “Swap Provider Trigger Event” shall mean: (i) an Event of Default under either Interest Rate Swap Agreement with respect to which the Swap Provider is a Defaulting Party (as defined in each Interest Rate Swap Agreement), (ii) a Termination Event under either Interest Rate Swap Agreement with respect to which the Swap Provider is the sole Affected Party (as defined in each Interest Rate Swap Agreement) or (iii) an Additional Termination Event under either Interest Rate Swap Agreement with respect to which the Swap Provider is the sole Affected Party.

S-150

Upon a Swap Early Termination, the Trustee, acting on behalf of the Supplemental Interest Trust, and at the written direction of the Depositor or the Master Servicer will use reasonable efforts to appoint a successor swap provider as so directed. To the extent that the Trustee receives a Swap Termination Payment from the Swap Provider, the Trustee will apply such Swap Termination Payment to any upfront payment under such replacement interest rate swap agreement to appoint a successor swap provider. To the extent that the Trustee is required to pay a Swap Termination Payment on behalf of the Supplemental Interest Trust to the Swap Provider, any upfront payment received from the counterparty to a replacement interest rate swap agreement shall be used to pay such Swap Termination Payment.

If the Swap Provider’s credit ratings fall below the levels specified in either of the Interest Rate Swap Agreements, then, unless (x) within 30 days thereafter, each Rating Agency has reconfirmed the rating of each related Offered Certificate which was in effect immediately prior to such withdrawal or downgrade, and (y) certain other conditions are met, the Swap Provider will be required to take certain steps to assure that the ratings on the related Offered Certificates are not affected, which steps will include (1) obtaining a substitute Swap Provider with credit ratings at least equal to the specified levels that will assume the obligations of the Swap Provider under the related Interest Rate Swap Agreement, (2) obtaining a guaranty of, or a contingent agreement of another person to honor, the obligations of the Swap Provider under the related Interest Rate Swap Agreement, in each case from a person with credit ratings at least equal to the specified levels or (3) posting collateral in an amount sufficient to restore the immediately preceding rating of the certificates, all as provided in each Interest Rate Swap Agreement (such provisions, the “Downgrade Provisions”).

The Swap Provider

The Swap Provider is a [_______________]. The Swap Provider has a ratings classification of at least “A” (or its equivalent) by two of S&P, Moody’s or Fitch Ratings. The Swap Provider will provide upon request, without charge, to each person to whom this free writing prospectus is delivered, a copy of (i) the ratings analysis from each of Standard & Poor’s and Moody’s evidencing those respective ratings or (ii) the most recent audited annual financial statements of the Swap Provider. Requests for such information should be directed to the [____________________] at ([___]) [___]-[____] or in writing at [____________________].

The aggregate “significance percentage” of the Interest Rate Swap Agreements, as calculated in accordance with Regulation AB Item 1115, is less than 10%. As provided in the Interest Rate Swap Agreement, the Swap Provider may be replaced in certain circumstances, including if the aggregate significance percentage of the Interest Rate Swap Agreements is equal to or greater than 10%.

Payments under the Interest Rate Swap Agreements

Amounts payable by the trust to the Supplemental Interest Trust in respect of Net Swap Payments and Swap Termination Payments other than Swap Termination Payments resulting from a Swap Provider Trigger Event will be deducted from the available funds before distributions to the holders of the related Offered Certificates (other than the Class 1-A-1-1 Certificates and Class 1-A-1-2 Certificates) as described in the definition of Available Distribution Amount. On or before each distribution date, such amounts will be distributed by the trust to the Supplemental Interest Trust, and paid by the Supplemental Interest Trust to the Swap Provider pursuant to the related Interest Rate Swap Agreement, first to make any related Net Swap Payment owed to the Swap Provider pursuant to each Interest Rate Swap Agreement for such distribution date, and second to make any related Swap Termination Payment not due to a Swap Provider Trigger Event owed to the Swap Provider pursuant to each Interest Rate Swap Agreement. Payments by the trust to the Supplemental Interest Trust in respect of any Swap Termination Payment triggered by a Swap Provider Trigger Event owed to the Swap Provider pursuant to the related Interest Rate Swap Agreement will be subordinated to distributions to the holders of the related Offered Certificates (other than the Class 1-A-1-1 Certificates and Class 1-A-1-2 Certificates) and will be paid by the trust to the Supplemental Interest Trust as set forth in the Agreement.

S-151

Net Swap Payments payable in respect of the Group 1-A-2 Interest Rate Swap Agreement by the Swap Provider to the Supplemental Interest Trust will be deposited in an account held by the Supplemental Interest Trust. On each distribution date, to the extent required, the Trustee will withdraw the following amounts from the Supplemental Interest Trust for distribution to the Class 1-A-2, Class 1-M and Class 1-B Certificates pursuant to the Group 1-A-2 Interest Rate Swap Agreement (after distribution to the certificates pursuant to clauses (i) - (v) under “—Overcollateralization Provisions—Loan Group 1” above) in the following order of priority:

(1)first, to the Class 1-A-2A, Class 1-A-2B and Class 1-A-2C Certificates, pro rata, based on entitlement, in an amount equal to any Unpaid Interest Shortfall Amount for such class or classes, in each case, to the extent not covered by the related Interest Remittance Amount on that distribution date and solely to the extent the Unpaid Interest Shortfall Amount is as a result of the interest portion of Realized Losses;

(2)second, sequentially, to the Class 1-M-1, Class 1-M-2, Class 1-M-3, Class 1-M-4, Class 1-M-5, Class 1-M-6, Class 1-M-7, Class 1-M-8 and Class 1-B Certificates, in that order, in an amount equal to any Unpaid Interest Shortfall Amount for such class or classes, in each case, to the extent not covered by the related Interest Remittance Amount on that distribution date and solely to the extent the Unpaid Interest Shortfall Amount is as a result of the interest portion of Realized Losses;

(3)third, to the Class 1-A-2, Class 1-M and Class 1-B Certificates, an amount equal to any related Extra Principal Distribution Amount, in each case, to the extent not covered by the related Net Monthly Excess Cashflow on that distribution date and solely to the extent the payment of the related Extra Principal Distribution Amount is as a result of current or prior period Realized Losses, to be included in the related Principal Distribution Amount for that distribution date and payable to such holders as part of the related Principal Distribution Amount as described under “—Allocation of Available Funds—Principal Distributions on the Offered Certificates—Principal Distributions on the Group 1 Certificates” above;

(4)fourth, to the Net WAC Reserve Fund, to pay related Net WAC Shortfall Amounts on the Class 1-A-2, Class 1-M and Class 1-B Certificates, on a pro rata basis, based on the aggregate amount of Net WAC Shortfall Amounts for such class(es) of Class 1-A-2, Class 1-M and Class 1-B Certificates remaining unpaid, in each case, to the extent not covered by the related Net Monthly Excess Cashflow on that distribution date;

(5)fifth, to the Class 1-A-2 Certificates, pro rata, in an amount equal to any Allocated Realized Loss Amount for such class or classes, in each case, to the extent not covered by any related Net Monthly Excess Cashflow on that distribution date;

(6)sixth, sequentially to the Class 1-M-1, Class 1-M-2, Class 1-M-3, Class 1-M-4, Class 1-M-5, Class 1-M-6, Class 1-M-7, Class 1-M-8 and Class 1-B Certificates, in that order, in an amount equal to any Allocated Realized Loss Amount for such class or classes, in each case, to the extent not covered by the related Net Monthly Excess Cashflow on that distribution date; and

(7)seventh, to pay to the parties named in the Agreement any remaining amounts.

S-152

Net Swap Payments payable in respect of the Group 2 Interest Rate Swap Agreement by the Swap Provider to the Supplemental Interest Trust will be deposited in an account held by the Supplemental Interest Trust. On each distribution date, to the extent required, the Trustee will withdraw the following amounts from the Supplemental Interest Trust for distribution to the Class 2-A-1, Class 2-A-2, Class 2-M and Class 2-B Certificates pursuant to the Group 2 Interest Rate Swap Agreement (after distribution to the certificates pursuant to clauses (i) - (vii) under “—Overcollateralization Provisions—Loan Group 2” above) in the following order of priority:

(1)first, concurrently to the Class 2-A-1 Certificates and Class 2-A-2 Certificates, pro rata, based on entitlement, in an amount equal to any Unpaid Interest Shortfall Amount for such class or classes, in each case, to the extent not covered by the related Interest Remittance Amount on that distribution date and solely to the extent the Unpaid Interest Shortfall Amount is as a result of the interest portion of Realized Losses;

(2)second, sequentially, to the Class 2-M-1, Class 2-M-2, Class 2-M-3 and Class 2-B Certificates, in that order, in an amount equal to any Unpaid Interest Shortfall Amount for such class or classes, in each case, to the extent not covered by the related Interest Remittance Amount on that distribution date and solely to the extent the Unpaid Interest Shortfall Amount is as a result of the interest portion of Realized Losses;

(3)third, to the Class 2-A, Class 2-M and Class 2-B Certificates, an amount equal to any related Extra Principal Distribution Amount, in each case, to the extent not covered by the related Net Monthly Excess Cashflow on that distribution date and solely to the extent the payment of the related Extra Principal Distribution Amount is as a result of current or prior period Realized Losses, to be included in the related Principal Distribution Amount for that distribution date and payable to such holders as part of the related Principal Distribution Amount as described under “—Allocation of Available Funds—Principal Distributions on the Offered Certificates—Principal Distributions on the Group 2 Certificates” above;

(4)fourth, to the Net WAC Reserve Fund, to pay related Net WAC Shortfall Amounts on the Class 2-A, Class 2-M and Class 2-B Certificates, on a pro rata basis, based on the aggregate amount of Net WAC Shortfall Amounts for such class(es) of Class 2-A, Class 2-M and Class 2-B Certificates remaining unpaid, in each case, to the extent not covered by the related Net Monthly Excess Cashflow on that distribution date;

(5)fifth, to the Class 2-A Certificates, pro rata, in an amount equal to any Allocated Realized Loss Amount for such class or classes, in each case, to the extent not covered by any related Net Monthly Excess Cashflow on that distribution date;

(6)sixth, sequentially to the Class 2-M-1, Class 2-M-2, Class 2-M-3 and Class 2-B Certificates, in that order, in an amount equal to any Allocated Realized Loss Amount for such class or classes, to the extent not covered by any related Net Monthly Excess Cashflow on that distribution date; and

(7)seventh, to pay to the parties named in the Agreement any remaining amounts.

Table of Fees and Expenses

The following table indicates the fees and expenses to be paid from the cash flows from the mortgage loans and other assets of the Trust Fund, while the Certificates are outstanding.

All fees are expressed as a percentage, at an annualized rate, applied to the outstanding aggregate principal balance of the mortgage loans.

S-153

Item	Fee	Paid From
Master Servicing Fee(1)(2)	0.03% per annum	Mortgage Loan Interest Collections
Subservicer Fee(2)	0.1520% to 0.75% per annum	Mortgage Loan Interest Collections
LPMI Fee(3)	1.36%per annum	Mortgage Loan Interest Collections

⁽¹⁾The Master Servicer receives a single combined fee that covers all of these functions. The Master Servicer performs these functions.

⁽²⁾The master servicing fee (and subservicing fee) is paid on a first priority basis from collections allocable to interest on the mortgage loans, prior to distributions to certificateholders.

⁽³⁾The LPMI Fee expressed is the weighted average fee for those mortgage loans subject to an LPMI Policy.

In addition to the foregoing, the fee of the trustee will be covered by interest earned on investments in the distribution account.

Allocation of Losses; Subordination

Any Realized Losses on the mortgage loans will be allocated on any distribution date, first, to the related Net Monthly Excess Cashflow, through a distribution of the related Extra Principal Distribution Amount for that distribution date, second, in reduction of the related Overcollateralized Amount, which will also result in a reduction of the Certificate Principal Balances of the related Class C Certificates, third, if such Realized Loss is on a Group 1 Loan, first, to the Class 1-B, Class 1-M-8, Class 1-M-7, Class 1-M-6, Class 1-M-5, Class 1-M-4, Class 1-M-3, Class 1-M-2 and Class 1-M-1, in that order, and second, to the Class 1-A-1-1, Class 1-A-1-2, Class 1-A-2A, Class 1-A-2B and Class 1-A-2C Certificates, pro rata based on the Certificate Principal Balances thereof, in each case in reduction of the Certificate Principal Balances thereof, until reduced to zero provided, that any such Realized Loss otherwise allocable to the Class 1-A-1-1 Certificates shall be first allocated to the Class 1-A-1-2 Certificates, until reduced to zero, and if such Realized Loss is on a Group 2 Loan, to the Class 2-B, Class 2-M-3, Class 2-M-2, Class 2-M-1, Class 2-A-2 and Class 2-A-1, in that order, in each case in reduction of the Certificate Principal Balances thereof, until reduced to zero.

Once Realized Losses have been allocated to the Offered Certificates, such amounts with respect to such certificates will no longer accrue interest nor will such amounts in respect of interest be reinstated thereafter. However, Allocated Realized Loss Amounts may be repaid to the Offered Certificates from related Net Monthly Excess Cashflow from the related mortgage loans, according to the priorities set forth under “—Overcollateralization Provisions” above and from amounts (if any) pursuant to the related Interest Rate Swap Agreement.

If, after taking into account Subsequent Recoveries, the amount of a Realized Loss is reduced, the amount of such Subsequent Recoveries will be applied to increase the Certificate Principal Balance of the class of Offered Certificates with the highest payment priority to which Realized Losses have been allocated, but not by more than the amount of Realized Losses previously allocated to 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 highest payment priority, up to the amount of such Realized Losses previously allocated to that class of certificates, and so on. Holders of such certificates will not be entitled to any payment in respect of any Monthly Interest Distributable Amount on the amount of such increases for any Accrual Period preceding the Distribution Date on which such increase occurs. Any such increases shall be applied to the Certificate Principal Balance of each certificate of such class in accordance with its respective percentage interest.

P&I Advances

Subject to the following limitations, the Master Servicer will be obligated to advance or cause to be advanced on or before each distribution date its own funds, advances made by a Subservicer or funds in the Certificate Account that are not included in the Available Distribution Amount for such distribution date, in an amount equal to the P&I Advances for such distribution date.

S-154

P&I Advances are required to be made only to the extent they are deemed, in the good faith judgment of the Master Servicer, to be recoverable from related late collections, Insurance Proceeds or Liquidation Proceeds. The purpose of making P&I Advances is to maintain a regular cash flow to the certificateholders, rather than to guarantee or insure against losses. The Master Servicer will not be required to make any P&I Advances with respect to reductions in the amount of the monthly payments due on the mortgage loans due to bankruptcy proceedings or the application of the Relief Act.

All P&I Advances will be reimbursable to the Master Servicer from late collections, insurance proceeds and liquidation proceeds from the mortgage loan as to which the unreimbursed P&I Advance was made. In addition, any P&I Advances previously made in respect of any mortgage loan that are deemed by the Master Servicer to be nonrecoverable from related late collections, insurance proceeds or liquidation proceeds may be reimbursed to the Master Servicer out of any funds in the Certificate Account prior to the distributions on the certificates. In the event the Master Servicer fails in its obligation to make any such advance, the Trustee, as successor Master Servicer, will be obligated to make any such advance, to the extent required in the Agreement.

Modifications

In instances in which a mortgage loan is in default or if default is reasonably foreseeable, and if determined by the Master Servicer to be in the best interest of the certificateholders, the Master Servicer or Subservicer may permit servicing modifications of the mortgage loan rather than proceeding with foreclosure. However, the Master Servicer’s and the Subservicer’s ability to perform servicing modifications will be subject to some limitations, including but not limited to the following. Advances and other amounts may be added to the outstanding principal balance of a mortgage loan only once during the life of a mortgage loan. Any amounts added to the principal balance of the mortgage loan, or capitalized amounts added to the mortgage loan, will be required to be fully amortized over the remaining term of the mortgage loan. All capitalizations are to be implemented in accordance with the Sponsor’s standards and may be implemented only by bservicers that have been approved by the Master Servicer for that purpose. The final maturity of any mortgage loan shall not be extended beyond the assumed final distribution date. No servicing modification with respect to a mortgage loan will have the effect of reducing the mortgage rate below one half of the mortgage rate as in effect on the cut off date, but not less than the servicing fee rate. Further, the aggregate current principal balance of all mortgage loans subject to modifications can be no more than five percent (5%) of the aggregate principal balance of the mortgage loans as of the cut off date, but this limit may increase from time to time with the consent of the rating agencies.

Any Advances made on any mortgage loan will be reduced to reflect any related servicing modifications previously made. The mortgage rate and Net Mortgage Rate as to any mortgage loan will be deemed not reduced by any servicing modification, so that the calculation of accrued certificate interest (as defined in the free writing prospectus) payable on the offered securities will not be affected by the servicing modification.

POOLING AND SERVICING AGREEMENT

General

The certificates will be issued pursuant to the Agreement, a form of which is filed as an exhibit to the registration statement. A Current Report on Form 8-K relating to the certificates containing a copy of the Agreement as executed will be filed by the Depositor with the Securities and Exchange Commission within fifteen days of the initial issuance of the certificates. The Trust Fund created under the Agreement will consist of the following: (1) the mortgage loans; (2) collections in respect of principal and interest on the mortgage loans received after the Cut-off Date (other than payments due on or before the Cut-off Date); (3) the amounts on deposit in any Certificate Account (as defined in the prospectus); (4) certain insurance policies maintained by the related mortgagors or by or on behalf of the Master Servicer or related subservicer in respect of the mortgage loans; (5) an assignment of the Depositor’s rights under the Mortgage Loan Purchase Agreement; (6) the Interest Rate Swap Agreements; (7) the Net WAC Shortfall Reserve Fund; and (8) proceeds of the foregoing. Reference is made to the prospectus for important information in addition to that set forth in this free writing prospectus regarding the Trust Fund, the terms and conditions of the Agreement and the Offered Certificates. The Offered Certificates will be transferable and exchangeable at the office designated by the Trustee for such purposes located in Santa Ana, California. The Depositor will provide to prospective or actual certificateholders without charge, on written request, a copy (without exhibits) of the Agreement. Requests should be addressed to the Secretary, Impac Secured Assets Corp., 1401 Dove Street, Newport Beach, CA 92660 and its phone number is (949) 475-3600.

S-155

Assignment of the Mortgage Loans

The Depositor will deliver to the Trustee with respect to each mortgage loan (1) the mortgage note endorsed without recourse to the Trustee to reflect the transfer of the mortgage loan, (2) the original mortgage with evidence of recording indicated thereon and (3) an assignment of the mortgage in recordable form to the Trustee, reflecting the transfer of the mortgage loan.

In addition, the Sponsor made certain representations and warranties to the Depositor in the mortgage loan purchase agreement with respect to the mortgage loans. The Trustee will be assigned all right, title and interest in the mortgage loan purchase agreement insofar as they relate to such representations and warranties made by the Sponsor.

The representations and warranties of the Sponsor with respect to the mortgage loans include the following, among others:

(a)The information set forth in the mortgage loan schedule is true, complete and correct in all material respects as of the Closing Date;

(b)Immediately prior to the sale of the mortgage loans pursuant to the mortgage loan purchase agreement, the Sponsor was the sole owner of beneficial title and holder of each mortgage and mortgage note relating to the mortgage loans and as of the Closing Date, or as of another specified date, is conveying the same to the Depositor free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, mechanics’ lien, assessment, claim or security interest, and the Sponsor has full right and authority to sell and assign each mortgage loan pursuant to the mortgage loan purchase agreement;

(c)As of the Closing Date, the improvements on each mortgaged property securing a mortgage loan are insured (by an insurer which is acceptable to the Sponsor) against loss by fire, flood and such hazards as are covered under a standard extended coverage endorsement in the locale in which the mortgaged property is located, in an amount which is not less than the lesser of the maximum insurable value of the improvements securing such mortgage loan or the outstanding principal balance of the mortgage loan, but in no event in an amount less than an amount that is required to prevent the mortgagor from being deemed to be a co-insurer thereunder;

(d)Except to the extent insurance is in place which will cover such damage, the physical property subject to any mortgage is free of material damage and is in good repair and there is no proceeding pending or threatened for the total or partial condemnation of any mortgaged property;

S-156

(e)The mortgaged property and all improvements thereon comply with all requirements of any applicable zoning and subdivision laws and ordinances;

(f)A lender’s title insurance policy (on an ALTA or CLTA form) or binder, or other assurance of title customary in the relevant jurisdiction therefor in a form acceptable to Fannie Mae or Freddie Mac, was issued on the date that each mortgage loan was created by a title insurance company which, to the best of the Sponsor’s knowledge, was qualified to do business in the jurisdiction where the related mortgaged property is located, insuring the Sponsor and its successors and assigns that the mortgage is a first priority lien on the related mortgaged property in the original principal amount of the mortgage loan. The Sponsor is the sole insured under such lender’s title insurance policy, and such policy, binder or assurance is valid and remains in full force and effect, and each such policy, binder or assurance shall contain all applicable endorsements including a negative amortization endorsement, if applicable;

(g)As of the Closing Date there is no material monetary default existing under any mortgage or the related mortgage note and there is no material event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach or event of acceleration; and neither the Sponsor nor any of its respective affiliates has taken any action to waive any default, breach or event of acceleration; and no foreclosure action is threatened or has been commenced with respect to the mortgage loan;

(h)Neither the Sponsor nor any prior holder of any mortgage has impaired, waived, altered or modified the mortgage or mortgage notes in any material respect (except that a mortgage loan may have been modified by a written instrument which has been recorded, if necessary to protect the interests of the owner of such mortgage loan or the Certificates, and which has been delivered to the Trustee); satisfied, canceled or subordinated such mortgage in whole or in part; released the applicable mortgaged property in whole or in part from the lien of such mortgage; or executed any instrument of release, cancellation or satisfaction with respect thereto; and

(i)At the time of origination, if required, each mortgaged property was the subject of an appraisal which conforms to the underwriting requirements of the related originator; the mortgage file contains an appraisal of the applicable mortgaged property.

In the case of a breach of any representation or warranty set forth above which materially and adversely affects the value of the interests of the certificateholders or of the Depositor in any of the mortgage loans, the Sponsor shall, within 90 days from the date of its discovery or receipt of notice thereof, cure such breach or repurchase event in all material respects or shall either (i) repurchase such mortgage loan from the Issuing Entity at the repurchase price, or (ii) substitute one or more eligible substitute mortgage loans for such mortgage loan, in each case in the manner and subject to the conditions set forth in mortgage loan purchase agreement. The obligations of the Sponsor to cure, repurchase or substitute shall constitute the sole and exclusive remedy respecting a breach of such representations and warranties available to the Depositor, the Issuing Entity and the certificateholders against the Sponsor.

The Trustee

Deutsche Bank National Trust Company (“DBNTC”) will act as Trustee. DBNTC is a national banking association which has an office in Santa Ana, California. DBNTC has previously been appointed to the role of trustee for numerous mortgage-backed transactions in which residential mortgages comprised the asset pool and has significant experience in this area. As Trustee, DBNTC will be calculating certain items and reporting as set forth in the Agreement. DBNTC has acted as calculation agent in numerous mortgage-backed transactions since 1991. DBNTC also will act as a custodian of the mortgage files pursuant to the Agreement. DBNTC has performed this custodial role in numerous mortgage-backed transactions since 1991. DBNTC will maintain the mortgage files in secure, fire-resistant facilities. DBNTC will not physically segregate the mortgage files from other mortgage files in DBNTC’s custody but they will be kept in shared facilities. However, DBNTC’s proprietary document tracking system will show the location within DBNTC’s facilities of each mortgage file held by the Trustee on behalf of the trust. DBNTC has no pending legal proceedings that would materially affect its ability to perform its duties as Trustee on behalf of the certificateholders or as custodian. DBNTC may perform certain of its obligations through one or more third party vendors. However, DBNTC shall remain liable for the duties and obligations required of it under the Agreement. The principal compensation to be paid to the Trustee in respect of its obligations under the Agreement will be equal to an amount agreed to in a separate agreement.

S-157

DBNTC is providing the information in the foregoing paragraph at the Depositor’s request in order to assist the Depositor with the preparation of its disclosure documents to be filed with the Securities and Exchange Commission pursuant to Regulation AB. Otherwise, DBNTC has not participated in the preparation of such disclosure documents and assumes no responsibility or liability for their contents.

The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in the Agreement as duties of the Trustee, including:

(a)Upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments which are specifically required to be furnished to the Trustee pursuant to the Agreement, the Trustee shall examine them to determine whether they are in the required form; provided, however, that the Trustee shall not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished hereunder; provided, further, that the Trustee shall not be responsible for the accuracy or verification of any calculation provided to it pursuant to the Agreement.

(b)Except for those actions that the Trustee is required to take under the Agreement, the Trustee shall not have any obligation or liability to take any action or to refrain from taking any action in the absence of written direction as provided in the Agreement.

If an Event of Default has occurred and has not been cured or waived, the Trustee shall exercise such of the rights and powers vested in it by the Agreement. Such rights and powers may include:

(a)Execute and deliver, on behalf of the Master Servicer as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the termination of the Master Servicer, whether to complete the transfer and endorsement or assignment of the mortgage loans and related documents, or otherwise.

(b)The Trustee shall automatically become the successor in all respects to the Master Servicer after the Master Servicer is terminated and shall thereafter be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions of the Agreement.

(c)Upon any termination or appointment of a successor to the Master Servicer, the Trustee shall give prompt written notice thereof to certificateholders at their respective addresses appearing in the Certificate Register and to the Rating Agencies.

S-158

If an Event of Default shall occur, then, and in each and every such case, so long as such Event of Default shall not have been remedied, the Trustee or the certificateholder entitled to at least 51% of the voting rights, by notice in writing to the Master Servicer (and to the Trustee if given by such Holders of Certificates), with a copy to the Rating Agencies, may terminate all of the rights and obligations (but not the liabilities) of the Master Servicer and in and to the Trust Fund, other than its rights as a certificateholder; provided, however, that the successor to the Master Servicer shall have accepted the duties of Master Servicer effective upon the resignation or termination of the Master Servicer. On or after the delivery to the Master Servicer of such notice, all authority and power of the Master Servicer, whether with respect to the Certificates (other than as a Holder thereof) or the mortgage loans or otherwise, shall pass to and be vested in the Trustee, and, without limitation, the Trustee is authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the mortgage loans and related documents, or otherwise at the expense of the Master Servicer. The Master Servicer agrees to cooperate with (and pay any related costs and expenses of) the Trustee in effecting the termination of the Master Servicer’s responsibilities and right, including, without limitation, the transfer to the Trustee or another successor master servicer for administration by it of (i) the property and amounts which are then or should be part of the Trust Fund or which thereafter become part of the Trust Fund; (ii) originals or copies of all documents of the Master Servicer reasonably requested by the Trustee to enable a successor to assume the Master Servicer’s duties; (iii) the rights and obligations of the Master Servicer under the related subservicing agreements with respect to the mortgage loans; and (iv) all cash amounts which shall at the time be deposited by the Master Servicer or should have been deposited to the Certificate Account or thereafter be received with respect to the mortgage loans.

Within 90 days of the time the Master Servicer receives a notice of termination, the Trustee another successor appointed as set forth herein shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer under the related Agreement and the transactions set forth or provided for therein and shall be subject thereafter to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer including the obligation to make Advances which have been or will be required to be made by the terms and provisions thereof; and provided further, that any failure to perform such duties or responsibilities caused by the Master Servicer’s failure to provide information required by the related Agreement shall not be considered a default by the successor master servicer. As compensation therefor, the Trustee or another successor master servicer shall be entitled to all funds relating to the mortgage loans which the Master Servicer would have been entitled to charge to the Certificate Account if the Master Servicer had continued to act. If the Trustee has become the successor to the Master Servicer, then notwithstanding the above, if the Trustee shall be unwilling to so act, or shall be unable to so act, the Trustee may appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, which is also a Fannie Mae- or Freddie Mac-approved mortgage servicing institution, having a net worth of not less than $10,000,000 as the successor to the Master Servicer in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer. Pending appointment of a successor to the Master Servicer, the Trustee shall act in such capacity as herein above provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on mortgage loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Master Servicer. The Depositor, the Trustee and such successor shall take such action, consistent with the related Agreement, as shall be necessary to effectuate any such succession. In no event shall the successor master servicer be liable for the acts or omissions of the predecessor Master Servicer.

Upon any such termination or appointment of a successor to the Master Servicer, the Trustee shall give prompt notice thereof to certificateholders and to the Rating Agencies. Within 60 days after the occurrence of any Event of Default, the Trustee shall transmit by mail to all certificateholders notice of each such Event of Default hereunder known to the Trustee, unless such Event of Default shall have been cured or waived.

S-159

Upon written request of three or more certificateholders of record, for purposes of communicating with other certificateholders with respect to their rights under the Agreement, the Trustee will afford such certificateholders access during business hours to the most recent list of certificateholders held by the Trustee.

The Agreement will provide that the Trustee and any director, officer, employee or agent of the Trustee will be indemnified by the Trust Fund and will be held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee’s performance in accordance with the provisions of the Agreement) incurred by the Trustee in connection with any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under the Agreement, other than any loss, liability or expense (1) resulting from a breach of either of the Master Servicer’s obligations and duties under the Agreement or (2) incurred by reason of willful misfeasance, bad faith or negligence in the performance of the Trustee’s duties under the Agreement or as a result of a breach, or by reason of reckless disregard, of the Trustee’s obligations and duties under the Agreement. For further discussion of the duties of the Trustee, please see “The Agreements—Resignation and Removal of the Trustee” in the prospectus.

The Trustee will make no representation or warranty, express or implied, and will have no liability as to the validity, adequacy or accuracy of any of the information contained in this free writing prospectus.

The Supplemental Interest Trust

Deutsche Bank National Trust Company will be the Trustee of the Supplemental Interest Trust. With respect to the Supplemental Interest Trust, the Trustee will only be obligated to make payments to the trust under each Interest Rate Swap Agreement to the extent that the Supplemental Interest Trust receives the related funds from the Swap Provider, and will only be obligated to make payments to the Swap Provider under each Interest Rate Swap Agreement to the extent that the Supplemental Interest Trust receives the related funds from the trust. The Trustee will be entitled to reimbursement or indemnification by the trust for any loss, liability or expense arising out of or in connection with the Supplemental Interest Trust as set forth in the Agreement except any such loss, liability or expense as may arise from its negligence or intentional misconduct.

Any resignation or removal of Deutsche Bank National Trust Company as Trustee will also result in the resignation or removal, as applicable, of Deutsche Bank National Trust Company as the Trustee of the Supplemental Interest Trust.

Reports to Certificateholders

On each distribution date, the Trustee will make available to each certificateholder a statement generally setting forth, among other information:

·the applicable record dates, accrual periods, determination dates for calculating distributions and general distribution dates;

·the total cash flows received and the general sources thereof;

·the amount, if any, of fees or expenses accrued and paid, with an identification of the payee and the general purpose of such fees;

·the amount, accrued or paid in respect of any credit enhancement or other support, including the payee and the general purpose of such payment;

S-160

·the amount, if any, of the distribution allocable to principal (by class);

·the amount, if any, of the distribution allocable to interest (by class and any shortfalls or carry-forwards);

·the amount, if any, of the distribution allocable to prepayment premiums;

·the amount of, if any, of excess cash flow or excess spread and the application of such excess cash flow;

·interest rates, as applicable, to the pool assets and securities;

·the beginning and ending balance of the reserve fund or similar account, if any, together with any material activity;

·the amounts drawn on any credit enhancement, or other support, and the amount of coverage remaining under any enhancement;

·the outstanding principal balance or notional amount of each class after giving effect to the distribution of principal on the distribution date;

·number and amount of pool assets, together with updated pool composition information;

·the aggregate amount of advances included in the distributions on the distribution date (including the general purpose of such advances), the aggregate amount of unreimbursed advances at the close of business on the distribution date, and the general source of funds for reimbursements;

·information on loss, delinquency or other tests used for determining early amortization, liquidation, stepdowns or other performance triggers as more completely described in the free writing prospectus and whether the trigger was met;

·the number and aggregate principal balance of any mortgage loans in the mortgage pool in respect of which (A) one scheduled payment is delinquent, (B) two scheduled payments are delinquent, (C) three or more scheduled payments are delinquent and (D) foreclosure proceedings have been commenced, and loss information for the period;

·the book value of any real estate acquired the Trust Fund by foreclosure or by a deed in lieu of foreclosure;

·the Special Hazard Amount, Fraud Loss Amount and Bankruptcy Amount as of the close of business on the applicable distribution date and a description of any change in the calculation of these amounts;

·any other material information as required under the Agreement.

The Trustee will make the monthly statement available through its website at https://www.tss.db.com/invr. Assistance in using the website can currently be obtained by calling the Trustee’s investor relations desk at (800) 735-7777. Parties unable to use this distribution method may request that a paper copy be mailed to them via first class mail by calling the investor relations desk. The location of such web page and the procedures used therein are subject to change from time to time at the Trustee’s discretion. The Trustee shall have the right to change the way monthly distribution statements are distributed in order to make such distribution more convenient and/or more accessible to interested parties and the Trustee shall provide timely and adequate notification to all above parties regarding any such changes. The Trustee shall be entitled to rely on but shall not be responsible for the content or accuracy of any information provided by third parties for purposes of preparing such monthly statements, and may affix thereto any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto). As a condition to access the Trustee’s website, the Trustee may require registration and the acceptance of a disclaimer. Reports, whether monthly or annual, will be transmitted in paper format to the holder of record of the class of certificates contemporaneously with the distribution on that particular class. In addition, the monthly reports will be posted on a website as described below under “Available Information” and “Reports to Certificateholders.

S-161

The Master Servicer

Impac Funding Corporation will act as Master Servicer under the Agreement. Impac Funding Corporation is a California corporation. Impac Funding Corporation acts as a master servicer on all securitizations sponsored by itself and also all other securitizations sponsored by its affiliates, including securitizations sponsored by its parent, Impac Mortgage Holdings, Inc., through its affiliate IMH Assets Corp. Impac Funding Corporation also acts as a master servicer for a limited number of securitizations sponsored by non-affiliated entities. As master servicer, Impac Funding Corporation monitors the performance of various subservicers in the securitizations by reconciling and collecting remittances from them. Prior to payments to securityholders, Impac Funding Corporation remits collections to the related trustees. In the event of a default of a subservicer, Impac Funding Corporation may be required to find a successor subservicer. The subservicers may maintain banking and other commercial relationships with Impac Funding Corporation and its affiliates. Impac Funding Corporation’s principal corporate trust offices and its office for certificate transfer services are located at 1401 Dove Street, Newport Beach, California 92660.

The Master Servicer is responsible for the aggregation of monthly servicer reports and remittances and for the oversight of the performance of the servicers under the terms of their respective servicing agreements. In addition, upon the occurrence of certain servicer events of default under the terms of any servicing agreement, the Master Servicer may be required to enforce certain remedies on behalf of the Trust Fund and at the direction of the Trustee against such defaulting servicer. As of February 25, 2006, Impac Funding Corporation was acting as master servicer for approximately 57 series of residential mortgage-backed securities with an aggregate outstanding principal balance of approximately $24 billion.

The following table describes size, composition and growth of Impac Funding Corporation’s total residential mortgage loan master servicing portfolio as of the dates indicated.

	December 31, 2003				December 31, 2004				December 31, 2005
Loan Type	Number		Total Portfolio of Loans		Number		Total Portfolio of Loans		Number		Total Portfolio of Loans
Residential Mortgage Loans		65,207	$	13,864,683		120,800	$	28,310,487		114,764	$	28,295,064
Multifamily Mortgage Loans		49		55,011		89		93,521		170		153,443
Total		65,256	$	13,919,694		120,889	$	28,404,008		114,934	$	28,448,507

Servicer shall not be under any liability to the Trust Fund or the certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to the Agreement, or for errors in judgment except that the Master Servicer shall be liable for any breach of warranties or representations made in the Agreement. In addition the Master Servicer shall be liable for willful misfeasance, bad faith or gross negligence in the performance of its duties or for reckless disregard of its obligations and duties under the transaction documents. The Master Servicer and any director, officer, employee or agent of the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under the transaction documents. The Master Servicer and any director, officer, employee or agent of the Master Servicer shall be indemnified and held harmless by the Trust Fund, against any loss, liability or expense incurred in connection with the Agreement or the Certificates or the mortgage loans (including, without limitation, reasonable legal fees and disbursements of counsel), other than (a) any loss, liability or expense related to the Master Servicer’s failure to perform its master servicing obligations with respect to any specific mortgage loan or mortgage loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to the Agreement) or (b) any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties by reason of reckless disregard of obligations and duties under the Agreement.

S-162

The Subservicers

Substantially all of the Group 1 Loans will initially be subserviced by Countrywide Home Loans Servicing LP. However, the Master Servicer has entered into a contract to transfer the subservicing with respect to approximately 91% of the Group 1 Loans on or about June 1, 2006 from Countrywide Home Loans Servicing LP to GMAC Mortgage Corporation. All of the Group 2 Loans will be subserviced by Midland Loan Services, Inc.

Countrywide

Countrywide Home Loans Servicing LP (“Countrywide Servicing”) is an approved mortgage loan servicer for Fannie Mae, Freddie Mac, Ginnie Mae, HUD and VA and is licensed to service mortgage loans in each state where a license is required. The principal executive offices of Countrywide Servicing are located at 7105 Corporate Drive, Plano, Texas 75024. Countrywide Servicing is a Texas limited partnership directly owned by Countrywide GP, Inc. and Countrywide LP, Inc., each a Nevada corporation and a direct wholly owned subsidiary of Countrywide Home Loans, Inc., a New York corporation. Countrywide Home Loans, Inc., is a direct wholly owned subsidiary of Countrywide Financial Corporation, a Delaware corporation. Countrywide Servicing is an affiliate of Countrywide Securities Corporation.

GMAC Mortgage Corporation

GMAC Mortgage Corporation is a Pennsylvania corporation and a wholly-owned subsidiary of GMAC Residential Holding Corporation, which is a wholly owned subsidiary of Residential Capital Corporation ("ResCap"). ResCap is a wholly-owned subsidiary of GMAC Mortgage Group, Inc., which is a wholly-owned subsidiary of General Motors Acceptance Corporation ("GMAC"). GMAC is a wholly-owned subsidiary of General Motors Corporation.

GMAC Mortgage Corporation began acquiring, originating and servicing residential mortgage loans in 1985 through its acquisition of Colonial Mortgage Service Company, which was formed in 1926, and the loan administration, servicing operations and portfolio of Norwest Mortgage, which entered the residential mortgage loan business in 1906. These businesses formed the original basis of what is now GMAC Mortgage Corporation.

GMAC Mortgage Corporation maintains its executive and principal offices at 100 Witmer Road, Horsham, Pennsylvania 19044. Its telephone number is (215) 682 1000.

Servicing Activities

GMAC Mortgage Corporation generally retains the servicing rights with respect to loans it sells or securitizes, and also occasionally purchases mortgage servicing rights from other servicers or acts as a subservicer of mortgage loans (and does not hold the corresponding mortgage servicing right asset).

S-163

As of December 31, 2004, GMAC Mortgage Corporation acted as primary servicer and owned the corresponding servicing rights on approximately 2 million of residential mortgage loans having an aggregate unpaid principal balance of $218 billion, and GMAC Mortgage Corporation acted as subservicer (and did not own the corresponding servicing rights) on approximately 99,082 loans having an aggregate unpaid principal balance of over $13.9 billion.

The following tables set forth the mortgage loans serviced by GMAC Mortgage Corporation for the periods indicated, and the annual average number of such loans for the same period. GMAC Mortgage Corporation was the servicer of a residential mortgage loan portfolio of approximately $150.4 billion, $12.5 billion, $21.2 billion and $6.67 billion during the year ended December 31, 2002 backed by prime conforming mortgage loans, prime non-conforming mortgage loans, government mortgage loans and second-lien mortgage loans, respectively. GMAC Mortgage Corporation was the servicer of a residential mortgage loan portfolio of approximately $182.6 billion, $30.7 billion, $18.2 billion and $12.0 billion during the nine months ended September 30, 2005 backed by prime conforming mortgage loans, prime non-conforming mortgage loans, government mortgage loans and second-lien mortgage loans, respectively. The percentages shown under “Percentage Change from Prior Year” represent the ratio of (a) the difference between the current and prior year volume over (b) the prior year volume.

GMAC Mortgage Corporation Primary Servicing Portfolio

($ in Millions)

	For the Nine Months Ended September 30,			For the Year Ended December 31,
	2005			2004			2003			2002
Prime conforming mortgage loans
No. of Loans		1,380,985			1,323,249			1,308,284			1,418,843
Dollar Amount of Loans	$	182,644		$	165,521		$	153,601		$	150,421
Percentage Change from Prior Year		10.34	%		7.76	%		2.11	%		N/A
Prime non-conforming mortgage loans
No. of Loans		66,266			53,119			34,041			36,225
Dollar Amount of Loans	$	30,739		$	23,604		$	13,937		$	12,543
Percentage Change from Prior Year		30.23	%		69.36	%		11.12	%		N/A
Government mortgage loans
No. of Loans		184,665			191,844			191,023			230,085
Dollar Amount of Loans	$	18,241		$	18,328		$	17,594		$	21,174
Percentage Change from Prior Year		(0.47	)%		4.17	%		(16.91	)%		N/A
Second-lien mortgage loans
No. of Loans		377,049			350,334			282,128			261,416
Dollar Amount of Loans	$	12,044		$	10,374		$	7,023		$	6,666
Percentage Change from Prior Year		16.10	%		47.71	%		5.36	%		N/A
Total mortgage loans serviced
No. of Loans		2,008,965			1,918,546			1,815,476			1,946,569
Dollar Amount of Loans	$	243,668		$	217,827		$	192,155		$	190,804
Percentage Change from Prior Year		11.86	%		13.36	%		0.71	%		N/A

S-164

Billing and Payment Procedures. As servicer, GMAC Mortgage Corporation collects and remits mortgage loan payments, responds to borrower inquiries, accounts for principal and interest, holds custodial and escrow funds for payment of property taxes and insurance premiums, counsels or otherwise works with delinquent borrowers, supervises foreclosures and property dispositions and generally administers the loans. GMAC Mortgage Corporation sends monthly invoices or annual coupon books to borrowers to prompt the collection of the outstanding payments. Borrowers may elect for monthly payments to be deducted automatically from bank accounts on the same day every month or may take advantage of on demand ACH payments made over the internet or via phone.

Midland

Midland Loan Services, Inc. (“Midland”) will be the subservicer of the Group 2 Loans, all of which are multifamily loans, and in this capacity will initially be responsible for the servicing and administration of the multifamily mortgage loans and related REO properties pursuant to a subservicing agreement with the Master Servicer.

Midland is a Delaware corporation and a wholly-owned subsidiary of PNC Bank, National Association (“PNC Bank”). Midland’s principal servicing office is located at 10851 Mastin Street, Building 82, Suite 700, Overland Park, Kansas 66210.

Midland is a real estate financial services company that provides loan servicing, asset management and technology solutions for large pools of commercial and multifamily real estate assets. Midland is approved as a master servicer, special servicer and primary servicer for investment-grade commercial and multifamily mortgage-backed securities by S&P, Moody’s and Fitch. Midland has received the highest rankings as a master, primary and special servicer from both S&P and Fitch. S&P ranks Midland as “Strong” and Fitch ranks Midland as “1” for each category. Midland is also a HUD/FHA-approved mortgagee and a Fannie Mae-approved multifamily loan servicer.

Midland has adopted written policies and procedures relating to its various servicing functions to maintain compliance with its servicing obligations and the servicing standards under Midland’s servicing agreements, including procedures for managing delinquent loans. Midland has made certain changes to its servicing policies, procedures and controls in the past three years, which address, among other things, (i) Midland’s conversion to its proprietary Enterprise!® Loan Management System as its central servicing and investor reporting system; and (ii) an updated disaster recovery plan.

Midland will not have primary responsibility for custody services of original documents evidencing the underlying mortgage loans. Midland may from time to time have custody of certain of such documents as necessary for enforcement actions involving particular mortgage loans or otherwise. To the extent that Midland has custody of any such documents for any such servicing purposes, such documents will be maintained in a manner consistent with the servicing standard.

No securitization transaction involving commercial or multifamily mortgage loans in which Midland was acting as master servicer, primary servicer or special servicer has experienced a servicer event of default as a result of any action or inaction of Midland as master servicer, primary servicer or special servicer, as applicable, including as a result of Midland’s failure to comply with the applicable servicing criteria in connection with any securitization transaction. Midland has made all advances required to be made by it under the servicing agreements on the commercial and multifamily mortgage loans serviced by Midland in securitization transactions.

S-165

From time-to-time Midland is a party to lawsuits and other legal proceedings as part of its duties as a loan servicer (e.g., enforcement of loan obligations) and/or arising in the ordinary course of business. Midland does not believe that any such lawsuits or legal proceedings would, individually or in the aggregate, have a material adverse effect on its business or its ability to service loans pursuant to the subservicing agreement.

As of December 31, 2005, Midland was servicing approximately 17,350 commercial and multifamily mortgage loans with a principal balance of approximately $136 billion. The collateral for such loans is located in all 50 states, the District of Columbia, Puerto Rico, Guam and Canada. Approximately 12,800 of such loans, with a total principal balance of approximately $104 billion, pertain to commercial and multifamily mortgage-backed securities. The related loan pools include multifamily, office, retail, hospitality and other income-producing properties.

Midland has been servicing mortgage loans in multifamily mortgage-backed securities transactions since 1992. The table below contains information on the size and growth of the portfolio of commercial and multifamily mortgage loans in commercial mortgaged-backed securities and other servicing transactions for which Midland has acted as master and/or primary servicer from 2003 to 2005.

	Calendar Year End (Approximate amounts in billions)
Portfolio Growth-Master/Primary	2003	2004	2005
CMBS	$60	$70	$104
Other	$23	$28	$32
Total	$83	$98	$136

The information set forth in this prospectus supplement concerning Midland has been provided by Midland.

Servicing and Other Compensation and Payment of Expenses

The principal compensation to be paid to the Master Servicer in respect of its master servicing activities for the mortgage loans will be equal to the Master Servicing Fee. The principal compensation to be paid to any subservicer of the mortgage loans will be equal to the Subservicing Fee. As additional servicing compensation, the Master Servicer or any subservicer is entitled to retain all assumption fees and late payment charges in respect of mortgage loans serviced by it, to the extent collected from mortgagors, together with any interest or other income earned on funds held in the Certificate Account and any escrow accounts in respect of mortgage loans serviced by it. Neither the Master Servicer nor any subservicer is entitled to retain any prepayment charges or penalties. Prepayment charges with respect to the Group 1 Loans will be distributed to the holders of the Class P-R Certificates and prepayment charges with respect to the Group 2 Loans will be distributed to the holders of the Class P-M Certificates. The Master Servicer is obligated to offset any Prepayment Interest Shortfall in respect of the mortgage loans on any distribution date with Compensating Interest to the extent of the sum of its aggregate Master Servicing Fee and the Subservicing Fee for such distribution date. As additional compensation, the Master Servicer will be entitled to receive any Prepayment Interest Excess with respect to the mortgage loans. The Master Servicer or the related subservicer is obligated to pay insurance premiums and ongoing expenses associated with the mortgage pool in respect of mortgage loans serviced by it and incurred by the Master Servicer or such subservicer in connection with its responsibilities under the Agreement or the related subservicing agreement. However, the Master Servicer or such subservicer is entitled to reimbursement therefor as provided in the Agreement or the related subservicing agreement.

Each subservicer will be required to represent that it will accurately and fully report its borrower credit files to all three credit repositories in a timely manner.

S-166

Servicing of Multifamily Loans

Each multifamily loan will be subject to special servicing provisions. Each Specially Serviced Multifamily Loan will be serviced in accordance with the special servicing provisions of the Servicing Agreement and the related subservicing agreement. These provisions include obtaining updated appraisals of the multifamily property, modifying the terms of the loan and, if needed, selling the related mortgaged property. Midland will be entitled to a fee in connection with any workout of a Specially Serviced Multifamily Loan equal to 1.50% of each collection of payments received on such mortgage loan, so long as it is no longer a Specially Serviced Multifamily Loan, which fee shall be applied by the Master Servicer against the principal balance of that mortgage loan. In addition, Midland will be entitled to a disposition fee of 1.50% of the net liquidation proceeds of any Specially Serviced Multifamily Loan which is sold.

If a material default occurs or a payment default is reasonably foreseeable with respect to a multifamily loan, the Master Servicer or the special servicer will be permitted, subject to any specific limitations set forth in the related subservicing agreement, to modify, waive or amend any term of such mortgage loan, including deferring payments, extending the stated maturity date or otherwise adjusting the payment schedule, provided that such modification, waiver or amendment (1) is reasonably likely to produce a greater recovery with respect to such mortgage loan on a present value basis than would liquidation and (2) will not adversely affect the coverage under the policy.

The Master Servicer may not acquire title to or permit any subservicer to acquire title to any multifamily property securing a multifamily loan or take any other action that would cause the Trustee or any other specified person to be considered to hold title to, to be a “mortgagee-in- possession” of, or to be an “owner” or an “operator” of such mortgaged property within the meaning of certain federal environmental laws, including CERCLA, unless the Master Servicer has previously determined, based on a report prepared by a person who regularly conducts environmental audits (which report will be an expense of the Trust Fund), that:

(i)the mortgaged property is in compliance with applicable environmental laws and regulations or, if not, that taking such actions as are necessary to bring the mortgaged property into compliance therewith is reasonably likely to produce a greater recovery on a present value basis than not taking such actions; and

(ii)there are no circumstances or conditions present at the mortgaged property that have resulted in any contamination for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any applicable environmental laws and regulations or, if such circumstances or conditions are present for which any such action could be required, taking such actions with respect to the mortgaged property is reasonably likely to produce a greater recovery on a present value basis than not taking such actions.

See “Legal Aspects of Mortgage Loans—Environmental Legislation” in the prospectus.

Voting Rights

At all times 98% of all voting rights will be allocated among the holders of the Class A Certificates, the Subordinate Certificates and the Class C-R Certificates and Class C-M Certificates in proportion to the then outstanding Certificate Principal Balances of their respective certificates. At all times 1% of all voting rights will be allocated to the holders of the Class P-R Certificates and Class P-M Certificates. At all times 1% of all voting rights will be allocated to the holders of the Class R Certificates. The voting rights allocated to any class of certificates shall be allocated among all holders of the certificates of such class in proportion to the outstanding percentage interests in such class represented thereby.

S-167

Termination

The circumstances under which the obligations created by the Agreement will terminate in respect of the certificates are described in “The Agreements—Termination; Retirement of Securities” in the prospectus. The Master Servicer will have the option on any distribution date on which the aggregate Stated Principal Balance of the Group 1 Loans is less than or equal to 10% of the Cut-off Date Balance of the Group 1 Loans to purchase all remaining Group 1 Loans and other assets in the trust, thereby effecting early retirement of the Group 1 Certificates. The Master Servicer will have the option on any distribution date on which the aggregate Stated Principal Balance of the Group 2 Loans is less than or equal to 10% of the Cut-off Date Balance of the Group 2 Loans to purchase all remaining Group 2 Loans and other assets in the trust, thereby effecting early retirement of the Group 2 Certificates.

Any such purchase of mortgage loans and other assets of the Trust Fund shall be made at a price equal to the sum of (a) 100% of the unpaid principal balance of each mortgage loan (or the fair market value of the related underlying mortgaged properties with respect to defaulted mortgage loans as to which title to such mortgaged properties has been acquired if such fair market value is less than such unpaid principal balance) (net of any unreimbursed P&I Advance attributable to principal) as of the date of repurchase plus (b) accrued interest thereon at the mortgage rate to, but not including, the first day of the month in which such repurchase price is distributed. In the event the Master Servicer exercises this option, the portion of the purchase price allocable to the Offered Certificates will be, to the extent of available funds:

(i)100% of the then outstanding Certificate Principal Balances of the Offered Certificates, plus

(ii)one month’s interest on the then outstanding Certificate Principal Balances of the Offered Certificates at the then applicable Pass-Through Rate for each class of Offered Certificates, plus

(iii)any previously accrued but unpaid interest thereon to which the holders of the Offered Certificates are entitled.

The proceeds of any such distribution may not be sufficient to distribute the full amount to each class of certificates if the purchase price is based in part on the fair market value of the underlying mortgaged property and such fair market value is less than 100% of the unpaid principal balance of the related mortgage loan.

Evidence as to Compliance

The Agreement will provide that on or before a specified date in March of each year, beginning with the first year after the year in which the cut-off date occurs, each party responsible for the servicing function will provide to the Depositor and the Trustee a report on an assessment of compliance with the minimum servicing criteria established in Item 1122(a) of Regulation AB (the “AB Servicing Criteria”). The AB Servicing Criteria include specific criteria relating to the following areas: general servicing considerations, cash collection and administration, investor remittances and reporting, and pool asset administration. Such report will indicate that the AB Servicing Criteria were used to test compliance on a platform level basis and will set out any material instances of noncompliance.

The Agreement will also provide that the each party responsible for the servicing function will deliver along with its report on assessment of compliance, an attestation report from a firm of independent public accountants on the assessment of compliance with the AB Servicing Criteria.

The Agreement will also provide for delivery to the Trustee, on or before a specified date in March of each year, of a separate annual statement of compliance from each entity responsible for the servicing function to the effect that, to the best knowledge of the signing officer, the Master Servicer has fulfilled in all material respects its obligations under the Agreement throughout the preceding year or, if there has been a material failure in the fulfillment of any obligation, the statement shall specify such failure and the nature and status thereof.

S-168

Copies of the annual reports of assessment of compliance, attestation reports, and statements of compliance may be obtained by certificateholders without charge upon written request to the Master Servicer at the address of the Master Servicer set forth above under “—The Master Servicer”. These items will be filed with the Issuing Entity’s annual report on Form 10-K , to the extent required Regulation AB.

FEDERAL INCOME TAX CONSEQUENCES

General

Elections will be made to treat the Trust Fund, exclusive of the Net WAC Shortfall Reserve Fund and, for the avoidance of doubt, the Supplemental Interest Trust and the Interest Rate Swap Agreements, as two or more separate REMICs for federal income tax purposes. Upon the issuance of the Offered Certificates, Thacher Proffitt & Wood llp, counsel to the company, will deliver its opinion generally to the effect that, assuming compliance with all provisions of the Agreement, for federal income tax purposes, the Trust Fund will consist of two or more separate REMICs, and each REMIC elected by the Trust Fund will qualify as a REMIC under Sections 860A through 860G of the Code. The Class R Certificates will consist of components, each of which will represent the sole class of “residual interests” in each REMIC elected by the Trust Fund.

Tax Treatment of the Class 1-A-1-1 Certificates and Class 1-A-1-2 Certificates

For federal income tax purposes, a beneficial owner of a Class 1-A-1-1 Certificate or Class 1-A-1-2 Certificate will be treated as owning both an undivided interest in a REMIC regular interest and the right to receive payments in respect of the related Net WAC Shortfall Amount. The treatment of amounts received by a holder of a Class 1-A-1-1 Certificate or Class 1-A-1-2 Certificate under such holder’s right to receive payments in respect of the related Net WAC Shortfall Amount will depend on the portion, if any, of such holder’s purchase price allocable thereto. Under the REMIC regulations, each holder of a Class 1-A-1-1 Certificate or Class 1-A-1-2 Certificate must allocate its purchase price for the Class 1-A-1-1 Certificate or Class 1-A-1-2 Certificate between its undivided interest in the REMIC regular interest and its undivided interest in the right to receive payments in respect of the related Net WAC Shortfall Amount in accordance with the relative fair market values of each property right. The trust intends to treat payments made to the holders of the Class 1-A-1-1 Certificates or Class 1-A-1-2 Certificates in respect of the related Net WAC Shortfall Amount as includible in income based on Treasury regulations relating to notional principal contracts (the “Notional Principal Contract Regulations”). The original issue discount (“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. For tax reporting purposes, the right to receive payments in respect of Net WAC Shortfall Amounts may have more than a de minimis value. Under the REMIC regulations, the trust is required to account for the REMIC regular interest and the right to receive payments in respect of the related Net WAC Shortfall Amount as discrete property rights. It is possible that the right to receive payments in respect of the related Net WAC Shortfall Amounts could be treated as a partnership among the holders of the Class 1-A-1-1, Class 1-A-1-2 and Class C-R Certificates, in which case holders of such certificates potentially would be subject to different timing of income and foreign holders of such certificates could be subject to withholding in respect of payments in respect of the related Net WAC Shortfall Amounts. Holders of the Class 1-A-1-1 Certificates or Class 1-A-1-2 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 such certificates. Treasury regulations have been promulgated under Section 1275 of the 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 Code. Therefore, holders of the Class 1-A-1-1 Certificates or Class 1-A-1-2 Certificates will be unable to use the integration method provided for under such regulations with respect to those certificates. If the trust’s treatment of payments of the related Net WAC Shortfall Amounts to holders of the Class 1-A-1-1 Certificates or Class 1-A-1-2 Certificates is respected, ownership of the right to receive such payments will entitle the owner to amortize the separate price paid for such right under the Notional Principal Contract Regulations.

S-169

Upon the sale or exchange of a Class 1-A-1-1 Certificate or Class 1-A-1-2 Certificate, the amount of the sale or exchange allocated to the selling holder’s right to receive payments in respect of the related Net WAC Rate Carryover Amount would be considered a “termination payment” under the Notional Principal Contract Regulations. A holder of a Class 1-A-1-1 Certificate or Class 1-A-1-2 Certificate will have gain or loss from such a termination of the right to receive payments in respect of the related Net WAC Shortfall Amount 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 holder upon entering into or acquiring its interest in the right to receive payments in respect of the related Net WAC Shortfall Amount. Gain or loss realized upon the termination of the right to receive payments in respect of the Net WAC Shortfall Amount generally will be treated as capital gain or loss. Moreover, in the case of a bank or thrift institution, Section 582(c) of the Code likely would not apply to treat such gain or loss as ordinary.

Tax Treatment of the Offered Certificates other than the Class 1-A-1-1 Certificates and Class 1-A-1-2 Certificates

For federal income tax purposes, a beneficial owner of an Offered Certificate other than a Class 1-A-1-1 Certificate or Class 1-A-1-2 Certificate (a “Swap Offered Certificate”) will be treated as owning an undivided interest in a REMIC regular interest corresponding to that certificate (a “REMIC regular interest component”). In addition, the Trustee will treat the beneficial owner of each Swap Offered Certificate as having entered into a limited recourse notional principal contract (a “notional principal contract component”). Each REMIC regular interest component will be entitled to receive interest and principal payments at the times and in the amounts equal to those made on the certificate to which it corresponds, except that (i) the maximum interest rate of each REMIC regular interest component for each distribution date will be equal to (A) in the case of the Class 1-A-2 Certificates, the weighted average of the net mortgage rates of the Group 1-A-2 Loans as of the related due date (prior to giving effect to any reduction in the Stated Principal Balances of such mortgage loans on such due date), minus a per annum rate equal to (x) the Net Swap Payment, if any, which would be payable to the Supplemental Interest Trust for payment to the Swap Provider pursuant to the Group 1-A-2 Interest Rate Swap Agreement on such distribution date, assuming for this purpose that the Group 1-A-2 Notional Amount is not greater than the lesser of (1) the Stated Principal Balance of the then outstanding Group 1-A-2 Loans minus the sum of (I) the Certificate Principal Balance of the Class P-R Certificates and (II) the Group 1-A-2 Class C-R Certificate Amount (determined for this purpose without regard to payments in respect of any Extra Principal Distribution Amount or payment of principal to certificates in any non-related group), and (2) the product of (I) the calculation amount set forth with respect to the Group 1-A-2 Interest Rate Swap Agreement and such distribution date in this free writing prospectus and (II) 250, and assuming for this purpose that the fixed rate used to calculate the Fixed Swap Payment under the Group 1-A-2 Interest Rate Swap Agreement as described in this free writing prospectus does not exceed the weighted average of the net mortgage rates of the Group 1-A-2 Loans, multiplied by 12, divided by (y) the aggregate Stated Principal Balance of the Group 1-A-2 Loans as of the related due date (prior to giving effect to any reduction in the Stated Principal Balances of such mortgage loans on such due date), (B) in the case of the Class 1-M Certificates and Class 1-B Certificates, the weighted average of the rate determined pursuant to clause (A) above and the weighted average of the net mortgage rates of the Group 1-A-1 Loans as of the

S-170

related due date (prior to giving effect to any reduction in the Stated Principal Balances of such mortgage loans on such due date), weighted in proportion to the results of subtracting from the aggregate Stated Principal Balance of the Group 1-A-1 Loans and Group 1-A-2 Loans, as applicable, the aggregate Certificate Principal Balance of the related Class A Certificates, and (C) in the case of the Class 2-A, Class 2-M and Class 2-B Certificates, the weighted average of the net mortgage rates of the Group 2 Loans as of the related due date (prior to giving effect to any reduction in the Stated Principal Balances of such mortgage loans on such due date), minus a per annum rate equal to (x) the Net Swap Payment, if any, which would be payable to the Supplemental Interest Trust for payment to the Swap Provider pursuant to the Group 2 Interest Rate Swap Agreement on such distribution date, assuming for this purpose that the Group 2 Notional Amount is not greater than the lesser of (1) the Stated Principal Balance of the then outstanding Group 2 Loans minus the sum of (I) the Certificate Principal Balance of the Class P-M Certificates and (II) the Certificate Principal Balance of the Class C-M Certificate (determined for this purpose without regard to payments in respect of any Extra Principal Distribution Amount or payment of principal to certificates in any non-related group), and (2) the product of (I) the calculation amount set forth with respect to the Group 2 Interest Rate Swap Agreement and such distribution date in this free writing prospectus and (II) 250, and assuming for this purpose that the fixed rate used to calculate the Fixed Swap Payment under the Group 2 Interest Rate Swap Agreement as described in this free writing prospectus does not exceed the weighted average of the net mortgage rates of the Group 2 Loans, multiplied by 12, divided by (y) the aggregate Stated Principal Balance of the Group 2 Loans as of the related due date (prior to giving effect to any reduction in the Stated Principal Balances of such mortgage loans on such due date), and (ii) any Swap Termination Payment will be treated as being payable solely from the related Net Monthly Excess Cashflow. As a result of the foregoing, the amount of distributions on the REMIC regular interest component corresponding to a Swap Offered Certificate may differ from the actual amount of distributions on such Swap Offered Certificate.

Any amount payable on a Swap Offered Certificate in excess of the amount payable on the corresponding REMIC regular interest component will be deemed to have been paid to the holder of that Swap Offered Certificate pursuant to the corresponding notional principal contract component. Alternatively, any amount payable on the REMIC regular interest component corresponding to a Swap Offered Certificate in excess of the amount payable on the Swap Offered Certificate will be treated as having been received by the holder of that Swap Offered Certificate in respect of such REMIC regular interest component and then as having been paid by such holder pursuant to the corresponding notional principal contract component. Consequently, each beneficial owner of a Swap Offered Certificate will be required to report income accruing with respect to the related REMIC regular interest component, as discussed under “Material Federal Income Tax Considerations—Taxation of Owners of REMIC Regular Certificates” in the prospectus, and will be required to report net income and be permitted to recognize net deductions with respect to the related notional principal contract component, subject to the discussion below relating to the notional principal contract components.

It is possible that the right to receive payments in respect of the notional principal contract components could be treated as a partnership among the holders of the corresponding Swap Offered Certificates and the Class C Certificates, in which case holders of such certificates potentially would be subject to different timing of income and foreign holders of such certificates could be subject to withholding in respect of payments in respect of the related notional principal contract component. Holders of Swap 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 the Swap Offered Certificates and the consequences to them in light of their own particular circumstances of the separate taxation of the two components comprising each Swap Offered Certificate.

A beneficial owner of a Swap Offered Certificate must allocate its purchase price for the certificate between its components—the related REMIC regular interest component and the related notional principal contract component—in accordance with the relative fair market values thereof. For information reporting purposes the Trustee may assume the notional principal contract component of each Swap Offered Certificate will have more than a de minimis value. The notional principal contract components are difficult to value, and the Internal Revenue Service (“IRS”) could assert that the value of a notional principal contract component as of the Closing Date is greater than the value used for information reporting purposes. Prospective investors should consider the tax consequences to them if the IRS were to assert a different value for the notional principal contract component.

S-171

The Trustee will treat payments made in respect of each notional principal contract component as income or expense or loss, as the case may be, based on the Notional Principal Contract Regulations. The balance of this discussion assumes that each notional principal contract component will be treated as a notional principal contract for federal income tax purposes.

The portion of the overall purchase price of a Swap Offered Certificate attributable to the related notional principal contract component must be amortized over the life of such certificate, taking into account the declining balance of the related REMIC regular interest component. The Notional Principal Contract Regulations provide alternative methods for amortizing the purchase price of a notional principal contract. Prospective investors are urged to consult their tax advisors concerning the methods that can be employed to amortize the portion of the purchase price paid for the notional principal contract component of a Swap Offered Certificate.

Any payments made to a beneficial owner of a Swap Offered Certificate in excess of the amounts payable on the corresponding REMIC regular interest component will be treated as having been received in respect of the notional principal contract component, and such excess will be treated as a periodic payment on a notional principal contract. To the extent the sum of such periodic payments for any year exceeds that year’s amortization of the cost of the notional principal contract component, such excess will represent net income for that year. Conversely, to the extent that the amount of that year’s amortization of such cost exceeds the sum of the periodic payments, such excess will represent a net deduction for that year. In addition, any amounts payable on a REMIC regular interest component in excess of the amount of payments on the Swap Offered Certificate to which it relates will be treated as having been received by the beneficial owner of such certificate and then paid by such owner pursuant to the notional principal contract component, and such excess should be treated as a payment on a notional principal contract that is made by the beneficial owner during the applicable taxable year and that is taken into account in determining the beneficial owner’s net income or net deduction with respect to the notional principal contract component for such taxable year. Although not clear, net income or a net deduction with respect to a notional principal contract component should be treated as ordinary income or as an ordinary deduction.

A beneficial owner’s ability to recognize a net deduction with respect to a notional principal contract component may be limited under Sections 67 and/or 68 of the Code in the case of (1) estates and trusts and (2) individuals owning an interest in such component directly or through a “pass-through entity” other than in connection with such individual’s trade or business. Pass-through entities include partnerships, S corporations, grantor trusts and non-publicly offered regulated investment companies, but do not include estates, non-grantor trusts, cooperatives, real estate investment trusts and publicly offered regulated investment companies. Further, such a beneficial owner will not be able to recognize a net deduction with respect to the notional principal contract component in computing the beneficial owner’s alternative minimum tax liability. Because a beneficial owner of a Swap Offered Certificate will be required to include in income the amount deemed to have been paid by such owner pursuant to the related notional principal contract component but may not be able to deduct that amount from income, a beneficial owner of a Swap Offered Certificate may have income that exceeds cash distributions on the Swap Offered Certificate in any period and over the term of the Swap Offered Certificate. As a result, the Swap Offered Certificates may not be a suitable investment for any taxpayer whose net deduction with respect to the notional principal contract component would be subject to the limitations described above.

S-172

Upon the sale, exchange or other disposition of a Swap Offered Certificate, the beneficial owner of the certificate must allocate the amount realized between the related REMIC regular interest component and the related notional principal contract component based on the relative fair market values of those components at the time of sale, and must treat the sale, exchange or other disposition as a sale, exchange or disposition of such REMIC regular interest component and notional principal contract component. Assuming that a Swap Offered Certificate is held as a ‘‘capital asset’’ within the meaning of Section 1221 of the Code, gain or loss on the disposition of an interest in the related notional principal contract component should be capital gain or loss, and gain or loss on disposition of the related REMIC regular interest component should generally, subject to the limitation described below, be capital gain or loss. Gain on disposition of such REMIC regular interest component will be treated as ordinary income, however, to the extent such gain does not exceed the excess, if any, of (x) the amount that would have been includable in the holder’s gross income with respect to the REMIC regular interest component had income thereon accrued at a rate equal to 110% of the applicable federal rate as defined in Section 1274(d) of the Code determined as of the date of purchase of the REMIC regular interest component over (y) the amount actually included in such holder’s income with respect to the REMIC regular interest component.

Original Issue Discount with respect to the Offered Certificates

For federal income tax purposes, the REMIC regular interest components of the Offered Certificates may be issued with OID. A beneficial owner of an Offered Certificate must include any OID with respect to such the related REMIC regular interest component in income as it accrues using a constant yield method, regardless of whether the beneficial owner receives currently the cash attributable to such OID. We refer you to “Federal Income Tax Considerations—Taxation of Owners of REMIC Regular Certificates” in the prospectus. The prepayment assumption that will be used in determining the accrual of OID, market discount or bond premium, if any, will be a rate equal to the 100% of the Prepayment Assumption as described in this free writing prospectus for the Offered Certificates. No representation is made that the mortgage loans will prepay at such rate or at any other rate.

The IRS has issued OID regulations under Sections 1271 to 1275 of the Code generally addressing the treatment of debt instruments issued with OID. Purchasers of the Offered Certificates should be aware that the OID regulations do not adequately address certain issues relevant to, or are not applicable to, prepayable securities such as the Offered Certificates. Because of the uncertainty concerning the application of Section 1272(a)(6) of the Code to an Offered Certificate, the IRS could assert that the REMIC regular interest component relating to such Offered Certificate should be treated as issued with OID or should be governed by the rules applicable to debt instruments having contingent payments or by some other method not yet set forth in regulations. Prospective purchasers of an Offered Certificate should consult their tax advisors concerning the tax treatment of such certificates.

If the method of computing OID described in the prospectus results in a negative amount for any period with respect to the REMIC regular interest component relating to any Offered Certificate, the amount of OID allocable to such period would be zero, and such holders will be permitted to offset such amounts only against the respective future income (if any) of the REMIC regular interest component relating to such Offered Certificate. Although uncertain, a holder may be permitted to deduct a loss to the extent that his or her remaining basis in such REMIC regular interest component exceeds the maximum amount of future payments to which such holder is entitled, assuming no further prepayments of the mortgage loans. Although the matter is not free from doubt, any such loss might be treated as a capital loss.

The OID regulations in some circumstances permit the holder of a debt instrument to recognize OID under a method that differs from that of the issuer. Accordingly, it is possible that holders of the REMIC regular interest component relating to an Offered Certificate that is issued with OID may be able to select a method for recognizing OID that differs from that used in preparing reports to holders and the IRS. Prospective purchasers of the REMIC regular interest component issued with OID should consult their tax advisors concerning the tax treatment of such REMIC regular interest component in this regard.

S-173

Status of the Offered Certificates

The REMIC regular interest component of each Offered Certificate will be treated as assets described in Section 7701(a)(19)(C) of the Code, as “qualified mortgages” within the meaning of Section 860G(a)(3) of the Code and as “real estate assets” under Section 856(c)(5)(B) of the Code, generally in the same proportion that the assets of the Trust Fund, exclusive of the assets not included in any REMIC, would be so treated. In addition, the interest derived from the REMIC regular interest component of each Offered Certificate will be interest on obligations secured by interests in real property for purposes of Section 856(c)(3) of the Code, subject to the same limitation in the preceding sentence. However, neither the notional principal contract component of each Swap Offered Certificate, nor the right of the Class 1-A-1-1 Certificate or Class 1-A-1-2 Certificate to receive payments in respect of the related Net WAC Shortfall Amount, will qualify as an asset described in Section 7701(a)(19)(C) of the Code, as a real estate asset under Section 856(c)(5)(B) of the Code or as a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code. As a result, the Offered Certificates may not be a suitable investment for a REMIC, a real estate investment trust or an entity intending to qualify under Section 7701(a)(19)(C) of the Code.

The responsibility for filing annual federal information returns and other reports will be borne by the Trustee. See “Federal Income Tax Consequences—REMICs—Reporting and Other Administrative Matters” in the prospectus.

For further information regarding the federal income tax consequences of investing in the Offered Certificates, we refer you to “Federal Income Tax Consequences—REMICs” in the prospectus.

SECONDARY MARKET

There can be no assurance that a secondary market for the Offered Certificates will develop or, if it does develop, that it will continue. The primary source of information available to investors concerning the Offered Certificates will be the monthly statements discussed in the prospectus under “Description of the Securities—Reports to Securityholders”, which will include information as to the outstanding principal balance of the Offered Certificates and the status of the applicable form of credit enhancement. 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.

LEGAL OPINIONS

Legal matters relating to the Offered Certificates will be passed upon for the Depositor by Thacher Proffitt & Wood llp, New York, New York and for the Underwriter by Sidley Austin llp, New York, New York. Sidley Austin llp represents Impac Holdings on certain matters from time to time.

LEGAL PROCEEDINGS

There are no material legal proceedings pending against the Sponsor, the Depositor, the Trustee, the Issuing Entity, the Master Servicer, any Subservicer, or with respect to which the property of any of the foregoing transaction parties is subject, that are material to the certificateholders. No legal proceedings against any of the foregoing transaction parties is known to be contemplated by governmental authorities, that are material to the certificateholders.

S-174

AFFILIATIONS, RELATIONSHIPS AND RELATED TRANSACTIONS

The Sponsor, the Depositor, the Issuing Entity and the Master Servicer are affiliated parties. There are no affiliations between the Sponsor, the Depositor, the Issuing Entity or the Master Servicer and any of the Trustee, the Swap Provider and any Subservicer. There are no affiliations among the Master Servicer, any Subservicer, the Trustee or the Swap Provider. There are currently no business relationships, agreements, arrangements, transactions or understandings between (a) the Sponsor, the Depositor or the Issuing Entity and (b) any of the parties referred to in the preceding sentence, or any of their respective affiliates, that were entered into outside the normal course of business or that contain terms other than would be obtained in an arm’s length transaction with an unrelated third party and that are material to the investor's understanding of the Certificates, or that relate to the Certificates or the pooled assets. No such business relationship, agreement, arrangement, transaction or understanding has existed during the past two years.

RATINGS

It is a condition to the issuance of the certificates that the Class A Certificates (other than the Class 2-A-2 Certificates) be rated “AAA” by S&P and “Aaa” by Moody’s, that the Class 2-A-2 Certificates be rated “Aaa” by Moody’s, that the Class 1-M-1 Certificates be rated at least “AA+” by S&P and “Aa1” by Moody’s, that the Class 1-M-2 Certificates be rated at least “AA” by S&P and “Aa2” by Moody’s, that the Class 1-M-3 Certificates be rated at least “AA-” by S&P and “Aa3” by Moody’s, that the Class 1-M-4 Certificates be rated at least “A+” by S&P and “Aa3” by Moody’s, that the Class 1-M-5 Certificates be rated at least “A” by S&P and “A1” by Moody’s, that the Class 1-M-6 Certificates be rated at least “A-” by S&P and “A2” by Moody’s, that the Class 1-M-7 Certificates be rated at least “BBB+” by S&P and “A3” by Moody’s, that the Class 1-M-8 Certificates be rated at least “BBB” by S&P and “A3” by Moody’s, that the Class 2-M-1 Certificates be rated at least “Aa2” by Moody’s, that the Class 2-M-2 Certificates be rated at least “A2” by Moody’s, that the Class 2-M-3 Certificates be rated at least “Baa2” by Moody’s, that the Class 1-B Certificates be rated at least “BBB-” by S&P and “Baa3” by Moody’s, and that the Class 2-B Certificates be rated at least “Baa3” by Moody’s.

The ratings of S&P and Moody’s assigned to mortgage pass-through certificates address the likelihood of the receipt by certificateholders of all distributions to which the certificateholders are entitled. The rating process addresses structural and legal aspects associated with the certificates, including the nature of the underlying mortgage loans. The ratings assigned to mortgage pass-through certificates do not represent any assessment of the likelihood that principal prepayments will be made by the mortgagors or the degree to which the rate and timing principal prepayments will differ from that originally anticipated. The ratings do not address the possibility that certificateholders might suffer a lower than anticipated yield due to non-credit events.

In addition, the ratings by S&P and Moody’s do not address the likelihood of the receipt of any amounts in respect of Net WAC Shortfall Amounts.

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 credit support or credit enhancement with respect to the Offered Certificates.

The Depositor has not requested that any rating agency rate any class of the Offered Certificates other than as stated above. However, there can be no assurance as to whether any other rating agency will rate any class of the Offered Certificates, or, if it does, what rating would be assigned by any other rating agency. A rating on any class of the Offered Certificates by another rating agency, if assigned at all, may be lower than the ratings assigned to the Offered Certificates as stated above.

S-175

The rating agencies have stated that it is their standard policy to monitor ratings on publicly offered securities for which a rating has been provided, as to each rating agency rating each class of Offered Certificates in accordance with the rating agencies’ particular surveillance policies, unless the issuer requests a rating without surveillance. A rating agency will monitor the rating it issues on an ongoing basis and may update the rating after conducting its regular review of the Issuing Entity’s creditworthiness or after conducting a review of the status of the rating upon becoming aware of any information that might reasonably be expected to result in a change of rating. The Depositor has not requested that any rating agency not monitor their ratings of the Offered Certificates, and the Depositor has not requested that any rating agency use any monitoring procedures other than their standard monitoring procedures.

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 Offered Certificates for legal investment or other purposes, or as to the ability of particular investors to purchase any class of Offered Certificates under applicable legal investment restrictions. These uncertainties may adversely affect the liquidity of any class of Offered Certificates. Accordingly, all institutions whose investment activities are subject to legal investment laws and regulations, regulatory capital requirements or review by regulatory authorities should consult with their legal advisors in determining whether and to what extent any class of Offered Certificates constitutes a legal investment or is subject to investment, capital or other restrictions.

See “Legal Investment” in the prospectus.

ERISA CONSIDERATIONS

Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), prohibits “parties in interest” with respect to an employee benefit plan subject to ERISA from engaging in certain transactions involving such plan and its assets unless a statutory, regulatory or administrative exemption applies to the transaction. Section 4975 of the Code imposes certain excise taxes on prohibited transactions involving “disqualified persons” and employee benefit plans or other arrangements (including, but not limited to, individual retirement accounts) described under that section (collectively with employee benefit plans subject to ERISA, “Plans”). ERISA authorizes the imposition of civil penalties for prohibited transactions involving Plans not covered under Section 4975 of the Code. Any Plan fiduciary which proposes to cause a Plan to acquire Offered Certificates should consult with its counsel with respect to the potential consequences under ERISA and the Code of the Plan’s acquisition and ownership of such Offered Certificates. See “ERISA Considerations” in the prospectus.

Certain employee benefit plans, including governmental plans and certain church plans, are not subject to ERISA’s requirements. Accordingly, assets of such plans may be invested in Offered Certificates without regard to the ERISA considerations described herein and in the prospectus, subject to the provisions of other applicable federal and state law. Any such plan which is qualified and exempt from taxation under Sections 401(a) and 501(a) of the Code may nonetheless be subject to the prohibited transaction rules set forth in Section 503 of the Code.

S-176

Except as noted above, investments by Plans are subject to ERISA’s general fiduciary requirements, including the requirement of investment prudence and diversification and the requirement that a Plan’s investments be made in accordance with the documents governing the Plan. A fiduciary which decides to invest the assets of a Plan in a class of Offered Certificates should consider, among other factors, the extreme sensitivity of the investments to the rate of principal payments (including prepayments) on the mortgage loans.

The U.S. Department of Labor has issued an Exemption, as described under “ERISA Considerations” in the prospectus, to the Underwriters. The Exemption generally exempts from the application of certain of the prohibited transaction provisions of Section 406 of ERISA, and the excise taxes imposed on such prohibited transactions by Section 4975(a) and (b) of the Code and Section 502(i) of ERISA, transactions relating to the purchase, sale and holding of pass-through certificates rated at least “BBB-” (or its equivalent) by S&P, Fitch Ratings or Moody’s at the time of purchase and underwritten by the Underwriters and the servicing and operation of asset pools consisting of certain types of secured obligations, such as mortgage loans, provided that the conditions of the Exemption are satisfied. However, the Exemption contains a number of conditions which must be met for the Exemption, as amended, to apply (as described in the prospectus), including the requirement that any such Plan must be an “accredited investor” as defined in Rule 501(a)(1) of Regulation D of the Securities and Exchange Commission under the Securities Act of 1933, as amended. A fiduciary of a Plan contemplating purchasing an Offered Certificate must make its own determination that the conditions set forth in the Exemption, as amended, will be satisfied with respect to such certificates, including the requirement that the rating on a particular class of Certificates be “BBB-” or higher at the time of purchase.

ERISA Considerations While the Supplemental Interest Trust is in Existence

For so long as the holder of an Offered Certificate also holds an interest in the Supplemental Interest Trust, the holder will be deemed to have acquired and be holding the Offered Certificate without the right to receive payments from the Supplemental Interest Trust and, separately, the right to receive payments from the Supplemental Interest Trust. The Exemption is not applicable to the acquisition, holding and transfer of an interest in the Supplemental Interest Trust. In addition, while the Supplemental Interest Trust is in existence, it is possible that not all of the requirements for the Exemption to apply to the acquisition, holding and transfer of Offered Certificates will be satisfied. However, if the Exemption is not available, there may be other exemptions that may apply. Accordingly, no Plan or other person using assets of a Plan may acquire or hold an Offered Certificate while the Supplemental Interest Trust is in existence, unless (1) such Plan is an accredited investor within the meaning of the Exemption and (2) such acquisition or holding is eligible for the exemptive relief available under PTCE 84-14 (for transactions by independent “qualified professional asset managers”), 91-38 (for transactions by bank collective investment funds), 90-1 (for transactions by insurance company pooled separate accounts), 95-60 (for transactions by insurance company general accounts) or 96-23 (for transactions effected by “in-house asset managers”). For so long as the Supplemental Interest Trust is in existence, each beneficial owner of an Offered Certificate or any interest therein, shall be deemed to have represented, by virtue of its acquisition or holding of the Offered Certificate, or interest therein, that either (i) it is not a Plan or (ii) (A) it is an accredited investor within the meaning of the Exemption and (B) the acquisition and holding of such Certificate and the separate right to receive payments from the Supplemental Interest Trust are eligible for the exemptive relief available under one of the five prohibited transaction class exemptions enumerated above.

After Termination of the Supplemental Interest Trust

Subsequent to the termination of the Supplemental Interest Trust which holds the Interest Rate Swap Agreements, it is expected that the Exemption will apply to the acquisition and holding of the Offered Certificates by Plans if the conditions of the Exemption are met. A fiduciary of or other investor of Plan assets contemplating purchasing an Offered Certificate must make its own determination that the conditions described above will be satisfied for such certificate.

S-177

Each beneficial owner of a subordinate certificate or any interest therein that is acquired after the termination of the Supplemental Interest Trust (which holds the Interest Rate Swap Agreements) shall be deemed to have represented, by virtue of its acquisition or holding of that certificate or interest therein, that either (i) it is not a plan investor, (ii) it has acquired and is holding such subordinate certificate in reliance on the Exemption, and that it understands that there are certain conditions to the availability of the Exemption, including that the subordinate certificate must be rated, at the time of purchase, not lower than “BBB-” (or its equivalent) by Standard & Poor’s, Fitch Ratings or Moody’s or (iii) (1) it is an insurance company, (2) the source of funds used to acquire or hold the certificate or interest therein is an “insurance company general account”, as such term is defined in Prohibited Transaction Class Exemption (“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 provisions of this section, 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 an Offered Certificate, or interest therein, was effected in violation of the provisions of this section shall indemnify to the extent permitted by law and hold harmless the Depositor, the Seller, the Master Servicer, any servicer, the Underwriters and the Trustee from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding.

Plan fiduciaries should consult their legal counsel concerning the availability of, and scope of relief provided by, the Exemption and the enumerated class exemptions, and the potential consequences in their specific circumstances, prior to making an investment in the Offered Certificates. Moreover, each Plan fiduciary should determine whether under the general fiduciary standards of investment prudence and diversification, an investment in the Offered Certificates is appropriate for the Plan, taking into account the overall investment policy of the Plan and the composition of the Plan’s investment portfolio.

The sale of any class of Offered Certificates to a Plan is in no respect a representation by the Company, the Trustee, the Master Servicer or the Underwriters that such an investment meets all relevant legal requirements with respect to investments by Plans generally or any particular Plan, or that such an investment is appropriate for Plans generally or any particular Plan.

AVAILABLE INFORMATION

The Depositor is subject to the informational requirements of the Exchange Act and in accordance therewith files reports and other information with the Commission. Reports and other information filed by the Depositor can be inspected and copied at the Public Reference Room maintained by the Commission at 100 F Street, NE, Washington, DC 20549, and its Regional Offices located as follows: Chicago Regional Office, 500 West Madison, 14th Floor, Chicago, Illinois 60661; New York Regional Office, 233 Broadway, New York, New York 10279. Copies of the material can also be obtained from the Public Reference Section of the Commission, 100 F Street, NE, Washington, DC 20549, at prescribed rates and electronically through the Commission’s Electronic Data Gathering, Analysis and Retrieval system at the Commission’s Website (http://www.sec.gov). Information about the operation of the Public Reference Room may be obtained by calling the Securities and Exchange Commission will be filed under the Issuing Entity’s name. The Depositor does not intend to send any financial reports to certificateholders.

The Issuing Entity’s annual reports on Form 10-K (including reports of assessment of compliance with the AB Servicing Criteria, attestation reports, and statements of compliance, discussed in “Pooling and Servicing Agreement—Reports to Certificateholders” and “—Evidence as to Compliance”, required to be filed under Regulation AB), periodic distribution reports on Form 10-D, current reports on Form 8-K and amendments to those reports, together with such other reports to certificateholders or information about the securities as shall have been filed with the Commission will be posted on the Sponsor’s internet web site as soon as reasonably practicable after it has been electronically filed with, or furnished to, the Commission. The address of the website is: http://regabimpacisac.com.

S-178

REPORTS TO CERTIFICATEHOLDERS

The Master Servicer will be required to provide periodic unaudited reports concerning the Trust Fund to all registered holders of Offered Certificates with respect to the Trust Fund as are required under the Exchange Act and the Commission’s related rules and regulations, and under the terms of the applicable agreements.

So long as the Issuing Entity is required to file reports under the Exchange Act, those reports will be made available as described above under “Available Information”.

If the Issuing Entity is no longer required to file reports under the Exchange Act, periodic distribution reports will be posted on the Sponsor’s website referenced above under “Available Information” as soon as practicable. Annual reports of assessment of compliance with the AB Servicing Criteria, attestation reports, and statements of compliance will be provided to registered holders of the Certificates upon request free of charge. See “Pooling and Servicing Agreement—Evidence as to Compliance” and “—Reports to Certificateholders.”

INCORPORATION OF INFORMATION BY REFERENCE

There are incorporated in this free writing prospectus by reference all documents, including but not limited to the financial statements and reports filed or caused to be filed or incorporated by reference by the Depositor with respect to the Trust Fund pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offering of the Offered Certificates. All documents subsequently filed by the Depositor pursuant to Sections 13(a) or 15(d) of the Exchange Act in respect of any offering prior to the termination of the offering of the Offered Certificates will also be deemed incorporated by reference into this free writing prospectus.

The Depositor will provide or cause to be provided without charge to each person to whom this free writing prospectus is delivered in connection with the offering of one or more classes of Offered Certificates, upon written or oral request of the person, a copy of any or all the reports incorporated in this free writing prospectus by reference, in each case to the extent the reports relate to one or more of such classes of the Offered Certificates, other than the exhibits to the documents, unless the exhibits are specifically incorporated by reference in the documents. Requests should be directed in writing to Impac Secured Assets Corp., 1401 Dove Street, Newport Beach, California 92660, or by telephone at (949) 475-3600. The Depositor has determined that its financial statements will not be material to the offering of any Offered Certificates.

S-179

GLOSSARY

Accrual Period — For any class of Offered Certificates (other than the Class 1-A-1-1 Certificates and Class 1-A-1-2 Certificates), (i) with respect to the distribution date in April 2006, the period commencing on the Closing Date and ending on the day preceding the distribution date in April 2006, and (ii) with respect to any distribution date after the distribution date in April 2006, the period commencing on the distribution date in the month immediately preceding the month in which that distribution date occurs and ending on the day preceding that distribution date. With respect to the Class 1-A-1-1 Certificates or Class 1-A-1-2 Certificates, the calendar month preceding the month in which such distribution date occurs.

Agreement — The pooling and servicing agreement, dated as of March 1, 2006, among Impac Secured Assets Corp., as Depositor, Impac Funding Corporation, as Master Servicer, and Deutsche Bank National Trust Company, as Trustee.

Allocated Realized Loss Amount— With respect to any class of Offered Certificates and any distribution date, an amount equal to the sum of any Realized Loss allocated to that class of certificates on that distribution date and any Allocated Realized Loss Amount for that class remaining unpaid from any previous distribution date.

Allowable Claim— For any mortgage loan covered by a Primary Insurance Policy, the current principal balance of such mortgage loan plus accrued interest and allowable expenses at the time of the claim.

Appraised Value— The appraised value of the related mortgaged property at the time of origination of such mortgage loan.

Available Distribution Amount— For any distribution date and any Loan Group, an amount equal to the amount received by the Trustee and available in the Certificate Account on that distribution date. The Available Distribution Amount will generally be equal to the sum of (1) the aggregate amount of scheduled payments on the related mortgage loans received or advanced that were due during the related Due Period and (2) any unscheduled payments and receipts, including mortgagor prepayments on such mortgage loans, Insurance Proceeds, Liquidation Proceeds and Subsequent Recoveries, received during the related Prepayment Period, in each case net of amounts reimbursable therefrom to the Trustee, the Master Servicer and any Subservicer and reduced by Master Servicing Fees, Subservicing Fees, any amounts in respect of the premiums payable to Radian under the PMI Insurer Policy and amounts payable by the trust to the Supplemental Interest Trust in respect of Net Swap Payments and Swap Termination Payments other than Swap Termination Payments resulting from a Swap Provider Trigger Event.

Basic Principal Distribution Amount—With respect to any distribution date and any Loan Group, the excess of (i) the related Principal Remittance Amount for such distribution date over (ii) the related Overcollateralization Release Amount, if any, for such distribution date.

Book-Entry Certificates— Each class of the Offered Certificates for so long as they are issued, maintained and transferred at the DTC.

Certificate Margin— The Certificate Margin for the Offered Certificates (other than the Class 1-A-1-1 Certificates or Class 1-A-1-2 Certificates) shall be:

S-180

Certificate Margin
Class	(1)			(2)
1-A-2A		[____]	%		[____]	%
1-A-2B		[____]	%		[____]	%
1-A-2C		[____]	%		[____]	%
2-A-1		[____]	%		[____]	%
2-A-2		[____]	%		[____]	%
1-M-1		[____]	%		[____]	%
1-M-2		[____]	%		[____]	%
1-M-3		[____]	%		[____]	%
1-M-4		[____]	%		[____]	%
1-M-5		[____]	%		[____]	%
1-M-6		[____]	%		[____]	%
1-M-7		[____]	%		[____]	%
1-M-8		[____]	%		[____]	%
2-M-1		[____]	%		[____]	%
2-M-2		[____]	%		[____]	%
2-M-3		[____]	%		[____]	%
1-B		[____]	%		[____]	%
2-B		[____]	%		[____]	%

______

(1)Initially.

(2)On and after the related step-up date as described in this free writing prospectus.

Certificate Principal Balance— With respect to any Certificate as of any date of determination, the initial Certificate Principal Balance thereof, increased by any Subsequent Recoveries allocated thereto, and reduced by the aggregate of (a) all amounts allocable to principal previously distributed with respect to such Certificate and (b) any reductions in the Certificate Principal Balance thereof deemed to have occurred in connection with allocations of Realized Losses in the manner described herein.

Class 1-A Certificates — The Class 1-A-1-1, Class 1-A-1-2, Class 1-A-2A, Class 1-A-2B and Class 1-A-2C Certificates.

Class 1-A Principal Allocation Fraction— With respect to any distribution date and the Class 1-A-1-1 Certificates and Class 1-A-1-2 Certificates, a fraction equal to (x) the related Principal Remittance Amount received from the Group 1-A-1 Loans for that distribution date over (y) the related Principal Remittance Amount received from all of the Group 1 Loans for that distribution date. With respect to any distribution date and the Class 1-A-2 Certificates, a fraction equal to (x) the related Principal Remittance Amount received from the Group 1-A-2 Loans for that distribution date over (y) the related Principal Remittance Amount received from all of the Group 1 Loans for that distribution date.

Class 1-A Principal Distribution Amount— For any distribution date will equal the excess of (1) the aggregate Certificate Principal Balance of the Class 1-A Certificates immediately prior to such distribution date, over (2) the lesser of (x) 86.00% of the aggregate Stated Principal Balance of the Group 1 Loans for such distribution date after giving effect to distributions to be made on that distribution date and (y) the aggregate Stated Principal Balance of the Group 1 Loans for such distribution date after giving effect to distributions to be made on that distribution date minus the Group 1 Overcollateralization Floor. The percentage set forth above is subject to a permitted variance of an increase or decrease of 5% from the amount set forth above.

S-181

Class 1-A-2 Certificates — The Class 1-A-2A, Class 1-A-2B and Class 1-A-2C Certificates.

Class 2-A Certificates — The Class 2-A-1 Certificates and Class 2-A-2 Certificates.

Class 2-A Principal Distribution Amount— For any distribution date will equal the excess of (1) the aggregate Certificate Principal Balance of the Class 2-A Certificates immediately prior to such distribution date, over (2) the lesser of (x) 61.90% of the aggregate Stated Principal Balance of the Group 2 Loans for such distribution date after giving effect to distributions to be made on that distribution date and (y) the aggregate Stated Principal Balance of the Group 2 Loans for such distribution date after giving effect to distributions to be made on that distribution date minus the Group 2 Overcollateralization Floor. The percentage set forth above is subject to a permitted variance of an increase or decrease of 5% from the amount set forth above.

Class A Certificates - The Class 1-A Certificates and Class 2-A Certificates.

Class B Certificates — The Class 1-B Certificates and Class 2-B Certificates.

Class C Certificates— The Class C-R Certificates and Class C-M Certificates.

Class M Certificates — The Class 1-M-1, Class 1-M-2, Class 1-M-3, Class 1-M-4, Class 1-M-5, Class 1-M-6, Class 1-M-7, Class 1-M-8, Class 2-M-1, Class 2-M-2 and Class 2-M-3 Certificates.

Class 1-M Certificates — The Class 1-M-1, Class 1-M-2, Class 1-M-3, Class 1-M-4, Class 1-M-5, Class 1-M-6, Class 1-M-7 and Class 1-M-8 Certificates.

Class 2-M Certificates — The Class 2-M-1, Class 2-M-2 and Class 2-M-3 Certificates.

Class P Certificates— The Class P-R Certificates and Class P-M Certificates.

Class R Certificates— The Class R Certificates.

Code— The Internal Revenue Code of 1986.

Compensating Interest— With respect to any distribution date, any payments made by the Subservicer or the Master Servicer from its own funds to cover Prepayment Interest Shortfalls, which shall be equal to the lesser of the sum of the Master Servicing and Subservicing Fees for the related distribution date, and the Prepayment Interest Shortfall for such distribution date.

CPR— A constant rate of prepayment on the mortgage loans.

Credit Enhancement Percentage— For any distribution date and any Loan Group is the percentage equivalent of a fraction, the numerator of which is equal to (a) the excess of (i) the aggregate principal balance of the related mortgage loans for the preceding distribution date over (ii) (1) before the Certificate Principal Balances of the related Class A Certificates have been reduced to zero, the sum of the Certificate Principal Balances of the related Class A Certificates, or (2) after such time, the Certificate Principal Balance of the most senior class of related Subordinate Certificates outstanding, as of the preceding distribution date, and the denominator of which is equal to (b) the aggregate principal balance of the related mortgage loans, calculated 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.

S-182

Credit Score— 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.

Cross-Collateralized Loss Payments - For any payment date and each Loan Group, the amount, if any, of Crossable Excess from such Loan Group available to cover Crossable Losses in the other Loan Group as provided in “Description of the Certificates—Cross-Collateralization” in this free writing prospectus.

Crossable Excess - With respect to Loan Group 1 and Loan Group 2 and any payment date, an amount equal to the related Net Monthly Excess Cashflow remaining after clause (iii) of “—Overcollateralization Provisions—Group 1 Loans,” and clause (iii) of “—Overcollateralization Provisions—Group 2 Loans,” respectively, in this free writing prospectus.

Crossable Losses - With respect to either Loan Group and any payment date, an amount equal to any Realized Losses suffered by any mortgage loan in such Loan Group, to the extent that such Realized Losses have not been covered by related Net Monthly Excess Cashflow on such payment date, and any previously unreimbursed Realized Losses suffered by any mortgage loans in such Loan Group to the extent such Realized Losses have not been covered by related and non-related Net Monthly Excess Cashflow on prior payment dates.

Cut-off Date— March 1, 2006.

Cut-off Date Balance— The aggregate Stated Principal Balance of the mortgage loans as of the Cut-off Date.

Debt Service Coverage Ratio — With respect to any multifamily loan at any given time, the ratio of (i) the net cashflow of the related mortgaged property for a twelve-month period to (ii) the annualized scheduled payments on the mortgage loan.

Determination Date — With respect to any distribution date, the 15^th day of the month in which such distribution date occurs or, if such day is not a business day, on the immediately preceding business day.

Due Date— With respect to each mortgage loan, the first day of the month.

Due Period— With respect to any distribution date, the period commencing on the second day of the month immediately preceding the month in which such distribution date occurs and ending on the first day of the month in which such distribution date occurs.

ERISA — The Employee Retirement Income Security Act of 1974, as amended.

Extra Principal Distribution Amount— With respect to any distribution date and Loan Group, is the lesser of (x) the related Overcollateralization Deficiency Amount for such distribution date and (y) the sum of (1) the related Net Monthly Excess Cashflow Amount for such distribution date and (2) amounts available from the related Interest Rate Swap Agreement to pay principal as provided in “Description of the Certificates—The Interest Rate Swap Agreements”.

Exemption— Prohibited Transaction Exemption 90-30, as amended.

Final Disposition — With respect to a defaulted mortgage loan, when a determination is made by the Master Servicer that it has received all Insurance Proceeds, Liquidation Proceeds and other payments or cash recoveries which the Master Servicer reasonably and in good faith expects to be finally recoverable with respect to such mortgage loan.

S-183

Group 1-A-1 Net WAC Rate— The weighted average of the Net Mortgage Rates on the Group 1-A-1 Loans weighted on the basis of the Stated Principal Balances of the Group 1-A-1 Loans as of the related due date (prior to giving effect to any reduction in the Stated Principal Balances of such mortgage loans on such due date).

Group 1-A-2 Interest Rate Swap Agreement— An interest rate swap agreement, dated as of March 30, 2006, between Deutsche Bank National Trust Company, as Trustee on behalf of the Supplemental Interest Trust, and [_______________], as Swap Provider for the benefit of the Class 1-A-2, Class 1-M and Class 1-B Certificates.

Group 1-A-2 Class C-R Certificate Amount — With respect to any distribution date, the (i) Certificate Principal Balance of the Class C-R Certificates, minus (ii) an amount equal to the aggregate Stated Principal Balance of the Group 1-A-1 Loans as of the related due date (prior to giving effect to any reduction in the Stated Principal Balances of such mortgage loans on such due date), minus the aggregate Certificate Principal Balance of the Class 1-A-1-1 Certificates and Class 1-A-1-2 Certificates on such distribution date.

Group 1-A-2 Net Mortgage Rate— The weighted average of the Net Mortgage Rates of the Group 1-A-2 Loans weighted on the basis of the aggregate Stated Principal Balances of the Group 1-A-2 Loans as of the related due date (prior to giving effect to any reduction in the Stated Principal Balances of such mortgage loans on such due date).

Group 1-A-2 Net WAC Rate—With respect to the Class 1-A-2 Certificates and any distribution date, a per annum rate equal to the excess, if any, of (A) a per annum rate equal to the Group 1-A-2 Net Mortgage Rate over (B) the sum of (1) a per annum rate equal to the Net Swap Payment with respect to the Group 1-A-2 Interest Rate Swap Agreement payable to the Swap Provider on such distribution date, divided by the outstanding Stated Principal Balance of the Group 1-A-2 Loans as of the first day of the calendar month preceding the month in which the distribution date occurs, multiplied by 12, and (2) any Swap Termination Payment with respect to the Group 1-A-2 Interest Rate Swap Agreement not due to a Swap Provider Trigger Event payable to the Swap Provider on such distribution date, divided by the outstanding Stated Principal Balance of the Group 1-A-2 Loans as of the first day of the calendar month preceding the month in which the distribution date occurs, expressed as a per annum rate, multiplied by 12. The Group 1-A-2 Net WAC Rate will be adjusted to an effective rate reflecting the accrual of interest on an actual/360 basis.

Group 1 Overcollateralization Deficiency Amount— With respect to any distribution date, the amount, if any, by which the Group 1 Overcollateralization Target Amount exceeds the Group 1 Overcollateralized Amount on such distribution date (after giving effect to distributions in respect of the related Basic Principal Distribution Amount on such distribution date).

Group 1 Overcollateralization Floor — With respect to any distribution date, 0.50% of the Cut-off Date Balance of the Group 1 Loans.

Group 1 Overcollateralization Release Amount— With respect to any distribution date, the lesser of (x) the related Principal Remittance Amount for such distribution date and (y) the excess, if any, of (i) the Group 1 Overcollateralized Amount for such distribution date (assuming that 100% of the related Principal Remittance Amount is applied as a principal payment on such distribution date) over (ii) the Group 1 Overcollateralization Target Amount for such distribution date.

S-184

Group 1 Overcollateralization Target Amount— With respect to any distribution date prior to the Group 1 Stepdown Date, 0.60% of the Cut-off Date Balance of the Group 1 Loans. With respect to any distribution date on or after the Group 1 Stepdown Date, the greater of (x) 1.20% of the aggregate Stated Principal Balance of the Group 1 Loans and (y) the Group 1 Overcollateralization Floor; provided, however, that if a Group 1 Trigger Event is in effect on any distribution date, the Group 1 Overcollateralization Target Amount will be equal to the Group 1 Overcollateralization Target Amount on the prior distribution date. The percentages of 0.60% and 1.20% set forth above are subject to a permitted variance and will equal no more than 0.75% and 1.50%, respectively.

Group 1 Overcollateralized Amount— For any distribution date, the amount, if any, by which (i) the aggregate principal balance of the related mortgage loans (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, unscheduled collections of principal received during the related Prepayment Period and any Realized Losses on the mortgage loans during the related Prepayment Period), exceeds (ii) the aggregate Certificate Principal Balance of the Class 1-A, Class 1-M, Class 1-B and the Class P-R Certificates as of such distribution date (after giving effect to distributions to be made on such distribution date).

Group 1 Stepdown Date — The earlier of (i) the first distribution date on which the Certificate Principal Balances of the Class 1-A Certificates have been reduced to zero and (ii) the later to occur of (x) the distribution date occurring in April 2009 and (y) the first distribution date on which the aggregate Certificate Principal Balance of the Class 1-A Certificates (calculated for this purpose only after taking into account the receipt of principal on the related mortgage loans, but prior to any distribution of principal to the holders of the related certificates) is less than or equal to approximately 86.00% of the aggregate principal balance of the Group 1 Loans, calculated 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. The percentage set forth above is subject to a permitted variance of an increase or decrease of 5% from the amount set forth above.

Group 1 Step-Up Date— The first distribution date following the first month in which the aggregate unpaid principal balance of the Group 1 Loans, and properties acquired in respect thereof, remaining in the trust has been reduced to less than or equal to 10% of the Cut-off Date Balance of the Group 1 Loans.

Group 1 Subordinate Class Principal Distribution Amount— For any class of Class 1-M-1, Class 1-M-2, Class 1-M-3, Class 1-M-4, Class 1-M-5, Class 1-M-6, Class 1-M-7, Class 1-M-8 and Class 1-B Certificates and any distribution date, the excess of (1) the sum of (a) the aggregate Certificate Principal Balance of the Class 1-A Certificates (after taking into account distribution of the Class 1-A Principal Distribution Amount for such distribution date), (b) the aggregate Certificate Principal Balance of any class(es) of Class 1-M-1, Class 1-M-2, Class 1-M-3, Class 1-M-4, Class 1-M-5, Class 1-M-6, Class 1-M-7 and Class 1-M-8 that are senior to the subject class (in each case, after taking into account distribution of the Group 1 Subordinate Class Principal Distribution Amount(s) for such senior class(es) of Certificates for such distribution date) and (c) the Certificate Principal Balance of the subject class of Class 1-M-1, Class 1-M-2, Class 1-M-3, Class 1-M-4, Class 1-M-5, Class 1-M-6, Class 1-M-7, Class 1-M-8 and Class 1-B Certificates immediately prior to such distribution date over (2) the lesser of (a) the product of (x) 100% minus the Stepdown Target Subordination Percentage for the subject class of Certificates and (y) the aggregate Stated Principal Balance of the Group 1 Loans for such distribution date and (b) the aggregate Stated Principal Balance of the Group 1 Loans for such distribution date minus the Group 1 Overcollateralization Floor; provided, however, that if such class of Class 1-M-1, Class 1-M-2, Class 1-M-3, Class 1-M-4, Class 1-M-5, Class 1-M-6, Class 1-M-7, Class 1-M-8 and Class 1-B Certificates is the only class of Group 1 Subordinate Certificates outstanding on such distribution date, that class will be entitled to receive the entire remaining related Principal Distribution Amount until the Certificate Principal Balance thereof is reduced to zero.

S-185

Group 1 Subordinate Net WAC Rate —With respect to the Class 1-M Certificates and Class 1-B Certificates and any distribution date, a per annum rate equal to the weighted average of the Group 1-A-1 Net WAC Rate and the Group 1-A-2 Net WAC Rate as of the first day of the month preceding the month in which such distribution date occurs, weighted by the excess, if any, of (1) the aggregate Stated Principal Balance of the Group 1-A-1 Loans and Group 1-A-2 Loans, respectively, as of the first day of the calendar month preceding the month in which the distribution date occurs, over (2) the aggregate Certificate Principal Balance of the related Class 1-A Certificates. The Group 1 Subordinate Net WAC Rate will be adjusted to an effective rate reflecting the accrual of interest on an actual/360 basis.

Group 1 Trigger Event— A Group 1 Trigger Event is in effect with respect to any distribution date with respect to the Group 1 Loans if:

(1)the average three-month rolling percentage obtained by dividing (x) aggregate principal balance of Group 1 Loans that are 60 or more days delinquent (including for this purpose any such mortgage loans in foreclosure, mortgage loans with respect to which the related mortgaged property has been acquired by the trust, and mortgage loans discharged due to bankruptcy) by (y) the aggregate principal balance of the mortgage loans, in each case, as of the last day of the previous calendar month, exceeds 30.00% multiplied by the Credit Enhancement Percentage; or

(2)the cumulative amount of Realized Losses incurred on the Group 1 Loans from the Cut-off Date through the end of the calendar month immediately preceding such distribution date divided by the Cut-off Date Balance exceeds (i) 0.50% with respect to the distribution date occurring in April 2008, plus an additional 1/12th of 0.50% for each month thereafter up to and including the distribution date in March 2009, (ii) 1.00% with respect to the distribution date occurring in April 2009, plus an additional 1/12th of 0.50% for each month thereafter up to and including the distribution date in March 2010, (iii) 1.50% with respect to the distribution date occurring in April 2010, plus an additional 1/12th of 0.50% for each month thereafter up to and including the distribution date in March 2011, (iv) 2.00% with respect to the distribution date occurring in April 2011, plus an additional 1/12th of 0.35% for each month thereafter up to and including the distribution date in March 2012 and (v) 2.35% with respect to any distribution date occurring in April 2012 and thereafter.

For purposes of the foregoing calculation, a mortgage loan is considered “60 days” delinquent if a payment due on the first day of a month has not been received by the second day of the second following month.

Group 2 Interest Rate Swap Agreement— An interest rate swap agreement, dated as of March 30, 2006, between Deutsche Bank National Trust Company, as Trustee on behalf of the Supplemental Interest Trust, and [_______________], as Swap Provider for the benefit of the Class 2-A, Class 2-M and Class 2-B Certificates.

Group 2 Net WAC Rate—With respect to the Class 2-A, Class 2-M and Class 2-B Certificates and any distribution date, a per annum rate equal to the excess, if any, of (A) a per annum rate equal to the weighted average of the Net Mortgage Rates of the Group 2 Loans as of the first day of the month preceding the month in which such distribution date occurs over (B) the sum of (1) a per annum rate equal to the Net Swap Payment with respect to the Group 2 Interest Rate Swap Agreement payable to the Swap Provider on such distribution date, divided by the outstanding Stated Principal Balance of the Group 2 Loans as of the first day of the calendar month preceding the month in which the distribution date occurs, multiplied by 12, and (2) any Swap Termination Payment with respect to the Group 2 Interest Rate Swap Agreement not due to a Swap Provider Trigger Event payable to the Swap Provider on such distribution date, divided by the outstanding Stated Principal Balance of the Group 2 Loans as of the first day of the calendar month preceding the month in which the distribution date occurs, expressed as a per annum rate, multiplied by 12. The Group 2 Net WAC Rate will be adjusted to an effective rate reflecting the accrual of interest on an actual/360 basis.

S-186

Group 2 Overcollateralization Deficiency Amount— With respect to any distribution date, the amount, if any, by which the Group 2 Overcollateralization Target Amount exceeds the Group 2 Overcollateralized Amount on such distribution date (after giving effect to distributions in respect of the related Basic Principal Distribution Amount on such distribution date).

Group 2 Overcollateralization Floor — With respect to any distribution date, 0.50% of the Cut-off Date Balance of the Group 2 Loans.

Group 2 Overcollateralization Release Amount— With respect to any distribution date, the lesser of (x) the related Principal Remittance Amount for such distribution date and (y) the excess, if any, of (i) the Group 2 Overcollateralized Amount for such distribution date (assuming that 100% of the related Principal Remittance Amount is applied as a principal payment on such distribution date) over (ii) the Group 2 Overcollateralization Target Amount for such distribution date.

Group 2 Overcollateralization Target Amount— With respect to any distribution date prior to the Group 2 Stepdown Date, 3.90% of the Cut-off Date Balance of the Group 2 Loans. With respect to any distribution date on or after the Group 2 Stepdown Date, the greater of (x) 7.80% of the aggregate Stated Principal Balance of the Group 2 Loans and (y) the Group 2 Overcollateralization Floor; provided, however, that if a Group 2 Trigger Event is in effect on any distribution date, the Group 2 Overcollateralization Target Amount will be equal to the Group 2 Overcollateralization Target Amount on the prior distribution date. The percentages of 3.90% and 7.80% set forth above are subject to a permitted variance and will equal no more than 4.50% and 9.00%, respectively

Group 2 Overcollateralized Amount— For any distribution date, the amount, if any, by which (i) the aggregate principal balance of the related mortgage loans (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, unscheduled collections of principal received during the related Prepayment Period and any Realized Losses on the mortgage loans during the related Prepayment Period), exceeds (ii) the aggregate Certificate Principal Balance of the Class 2-A, Class 2-M, Class 2-B and the Class P-M Certificates as of such distribution date (after giving effect to distributions to be made on such distribution date).

Group 2 Stepdown Date — The earlier of (i) the first distribution date on which the Certificate Principal Balances of the Class 2-A Certificates have been reduced to zero and (ii) the later to occur of (x) the distribution date occurring in April 2013 and (y) the first distribution date on which the aggregate Certificate Principal Balance of the Class 2-A Certificates (calculated for this purpose only after taking into account the receipt of principal on the mortgage loans, but prior to any distribution of principal to the holders of the certificates) is less than or equal to approximately 61.90% of the aggregate principal balance of the Group 2 Loans, calculated 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. The percentage set forth above is subject to a permitted variance of an increase or decrease of 5% from the amount set forth above.

Group 2 Step-Up Date— The first distribution date following the first month in which the aggregate unpaid principal balance of the Group 2 Loans, and properties acquired in respect thereof, remaining in the trust has been reduced to less than or equal to 10% of the Cut-off Date Balance of the Group 2 Loans.

Group 2 Subordinate Class Principal Distribution Amount— For any class of Class 2-M-1, Class 2-M-2, Class 2-M-3 and Class 2-B Certificates and any distribution date, the excess of (1) the sum of (a) the aggregate Certificate Principal Balance of the Class 2-A Certificates (after taking into account distribution of the Class 2-A Principal Distribution Amount for such distribution date), (b) the aggregate Certificate Principal Balance of any class(es) of Class 2-M-1, Class 2-M-2 and Class 2-M-3 Certificates that are senior to the subject class (in each case, after taking into account distribution of the Group 2 Subordinate Class Principal Distribution Amount(s) for such senior class(es) of Certificates for such distribution date) and (c) the Certificate Principal Balance of the subject class of Class 2-M-1, Class 2-M-2, Class 2-M-3 and Class 2-B Certificates immediately prior to such distribution date over (2) the lesser of (a) the product of (x) 100% minus the Stepdown Target Subordination Percentage for the subject class of Certificates and (y) the aggregate Stated Principal Balance of the Group 2 Loans for such distribution date and (b) the aggregate Stated Principal Balance of the Group 2 Loans for such distribution date minus the Group 2 Overcollateralization Floor; provided, however, that if such class of Class 2-M-1, Class 2-M-2, Class 2-M-3 and Class 2-B Certificates is the only class of Group 2 Subordinate Certificates outstanding on such distribution date, that class will be entitled to receive the entire remaining related Principal Distribution Amount until the Certificate Principal Balance thereof is reduced to zero.

S-187

Group 2 Trigger Event— A Group 2 Trigger Event is in effect with respect to any distribution date with respect to the Group 2 Loans if:

(1)in the case of any payment date after the April 2013, the three month average of the aggregate principal balance of Group 2 Loans that are 60 or more days delinquent (including for this purpose any such mortgage loans in bankruptcy or foreclosure and mortgage loans with respect to which the related mortgaged property has been acquired by the trust) as of the close of business on the last day of the preceding calendar month exceeds 16.00% of the aggregate Stated Principal Balance of the Group 2 Loans;

(2)the cumulative amount of Realized Losses incurred on the Group 2 Loans from the Cut-off Date through the end of the calendar month immediately preceding such distribution date divided by the Cut-off Date Balance exceeds (i) 5.50% with respect to the distribution date occurring in April 2013, plus an additional 1/12th of 1.25% for each month thereafter up to and including the distribution date in March 2014, (ii) 6.75% with respect to the distribution date occurring in April 2014, plus an additional 1/12th of 0.75% for each month thereafter up to and including the distribution date in March 2015, (iii) 7.50% with respect to the distribution date occurring in April 2015, plus an additional 1/12th of 0.75% for each month thereafter up to and including the distribution date in March 2016 and (iv) 8.25% with respect to any distribution date occurring in April 2016 and thereafter.

For purposes of the foregoing calculation, a mortgage loan is considered “60 days” delinquent if a payment due on the first day of a month has not been received by the second day of the second following month.

Impac Holdings— Impac Mortgage Holdings, Inc., an affiliate of the Depositor and the Sponsor.

Interest Rate Swap Agreement— The Group 1-A-2 Interest Rate Swap Agreement or the Group 2 Interest Rate Swap Agreement.

Interest Remittance Amount— For any distribution date and each Loan Group, that portion of the Available Distribution Amount for such distribution date that represents interest received or advanced with respect to the related mortgage loans.

IRS— The Internal Revenue Service.

LIBOR Business Day— A day on which banks are open for dealing in foreign currency and exchange in London and New York City.

LIBOR Determination Date— With respect to each distribution date, the second LIBOR Business Day immediately preceding the commencement of the related Accrual Period.

Loan Group — Loan Group 1 or Loan Group 2, as applicable.

Master Servicer— Impac Funding Corporation, in its capacity as Master Servicer under the Agreement.

S-188

Master Servicing Fee— With respect to each mortgage loan, an amount, payable out of any payment of interest on the mortgage loan, equal to interest at the Master Servicing Fee Rate on the Stated Principal Balance of such mortgage loan for the calendar month preceding the month in which the payment is due. The Master Servicing Fee consists of servicing compensation payable to the Master Servicer in respect of its master servicing responsibilities.

Master Servicing Fee Rate— On each mortgage loan, a rate equal to 0.03% per annum.

Monthly Interest Distributable Amount— For any distribution date and each class of Offered Certificates, the amount of interest accrued during the related Accrual Period at the related Pass-Through Rate on the Certificate Principal Balance of such Class immediately prior to such distribution date, in each case, reduced by any Prepayment Interest Shortfalls to the extent not covered by Compensating Interest payable by the Subservicer or Master Servicer and any shortfalls resulting from the application of the Relief Act (in each case to the extent allocated to such class of Offered Certificates as described under “Description of the Certificates—Allocation of Available Funds—Interest Distributions on the Offered Certificates” in this free writing prospectus). The Monthly Interest Distributable Amount on the Offered Certificates (other than the Class 1-A-1-1 Certificates and Class 1-A-1-2 Certificates) will be calculated on the basis of the actual number of days in the related Accrual Period and a 360-day year. The Monthly Interest Distributable Amount on the Class 1-A-1-1 Certificates and Class 1-A-1-2 Certificates will calculate on the basis of a 360 day year consisting of twelve 30-day months.

Moody’s — Moody’s Investors Service, Inc.

Mortgage Loan Purchase Agreement— The Mortgage Loan Purchase Agreement among the Sponsor, Impac Holdings and the Depositor, whereby the mortgage loans are being sold to the Depositor.

Net Monthly Excess Cashflow— For any distribution date and any Loan Group, the sum of (a) any related Overcollateralization Release Amount and (b) the excess of (x) the related Interest Remittance Amount for such distribution date over (y) the aggregate Monthly Interest Distributable Amount for the related Offered Certificates for such Distribution Date.

Net Mortgage Rate— On any mortgage loan, the then applicable mortgage rate thereon minus the sum of (1) the Master Servicing Fee Rate, (2) the Subservicing Fee Rate and (3) the related PMI Insurer Fee Rate, if such mortgage loan is a PMI Mortgage Loan.

Net WAC Rate— With respect to the Class 1-A-1-1 Certificates and Class 1-A-1-2 Certificates, the Group 1-A-1 Net WAC Rate. With respect to the Class 1-A-2 Certificates, the Group 1-A-2 Net WAC Rate. With respect to the Class 1-M Certificates and Class 1-B Certificates, the Group 1 Subordinate Net WAC Rate. With respect to the Class 2-A, Class 2-M, and Class 2-B Certificates, the Group 2 Net WAC Rate.

Net WAC Shortfall Amount— If on any distribution date the pass-through rate for any Offered Certificates is limited to the related Net WAC Rate, the sum of (i) the excess of (a) the amount of interest such Offered Certificates would have been entitled to receive on such distribution date if such Net WAC Rate would not have been applicable to such certificates over (b) the amount of interest accrued on such classes at such Net WAC Rate plus (ii) the related Net WAC Shortfall Amount from the prior distribution date not previously distributed together with interest thereon at the related Pass-Through Rate for the most recently ended Accrual Period.

Net WAC Shortfall Reserve Fund — A reserve fund established by the Trustee for the benefit of the holders of the Offered Certificates.

Offered Certificates — The Class A Certificates and the Subordinate Certificates.

S-189

OID Regulations— Treasury regulations under Sections 1271 to 1275 of the Code generally addressing the treatment of debt instruments issued with original issue discount.

One-Month LIBOR— The London interbank offered rate for one-month United States dollar deposits, determined as described in “Description of the Certificates—Calculation of One-Month LIBOR for the Offered Certificates” in this free writing prospectus.

Overcollateralization Deficiency Amount— The Group 1 Overcollataralization Deficiency Amount or the Group 2 Overcollateralization Deficiency Amount.

Overcollateralization Floor— The Group 1 Overcollateralization Floor or the Group 2 Overcollateralization Floor.

Overcollateralization Release Amount — The Group 1 Overcollateralization Release Amount or the Group 2 Overcollateralization Release Amount.

Overcollateralization Target Amount— The Group 1 Overcollateralization Target Amount or the Group 2 Overcollateralization Target Amount.

Overcollateralized Amount— The Group 1 Overcollateralized Amount or the Group 2 Overcollateralized Amount.

P&I Advance— The aggregate of all payments of principal and interest, net of the Master Servicing Fee and the Subservicing Fee, that were due during the related Due Period on the mortgage loans master serviced by it and that were delinquent on the related Determination Date.

Pass-Through Rate— With respect to any distribution date and

· the Offered Certificates (other than the Class 1-A-1-1 Certificates and Class 1-A-1-2 Certificates), the least of (x) One-Month LIBOR plus the related Certificate Margin, (y) the applicable Net WAC Rate and (z) 11.50% per annum; and

· the Class 1-A-1-1 Certificates and Class 1-A-1-2 Certificates, the lesser of (x) the applicable per annum fixed rate and (y) the applicable Net WAC Rate.

Plan— Any employee benefit plan subject to ERISA and any plan or other arrangement described in Section 4975(e)(1) of the Code.

Plan Assets— The assets of a Plan as determined under Department of Labor regulation section 2510.3-101 or other applicable law.

PMI Insurer— Radian Guaranty, Inc., or its successors or assigns.

PMI Insurer Policy— The lender-paid primary mortgage insurance policy issued by the PMI Insurer in accordance with a March 29, 2002 letter between the Sponsor and the PMI Insurer.

PMI Mortgage Loan— Any mortgage loan covered by the PMI Insurer Policy.

PMI Insurer Fee Rate — With respect to each PMI Mortgage Loan, the per annum rate payable to the PMI Insurer under the PMI Insurer Policy.

Prepayment Interest Excess— With respect to any distribution date, for each mortgage loan that was the subject of a principal prepayment during the portion of the Prepayment Period from the related Due Date to the end of such Prepayment Period, any payment of interest received in connection therewith (net of any applicable Servicing Fee) representing interest accrued for any portion of such month of receipt.

S-190

Prepayment Period — With respect to any distribution date, is the calendar month immediately preceding the month in which such distribution occurs.

Prepayment Assumption— With respect to the fixed rate mortgage loans which are Group 1 Loans, a 100% Prepayment Assumption assumes that the mortgage loans prepay at a 2.3% CPR in month one, and prepay by an additional 2.3% CPR each month until the tenth month, on and after which they prepay at a 23% CPR. With respect to the adjustable rate mortgage loans which are Group 1 Loans, a 100% Prepayment Assumption assumes that the mortgage loans prepay at a 2% CPR in month one, and prepay by an additional 1/11th of 28% CPR each month until the twelfth month, and remain constant at a 30% CPR until twenty-fourth month, increasing to 65% CPR commencing on the twenty-fifth month and remaining at 65% CPR through the thirty-first month, then decreasing 1/4th of 30% CPR for each month thereafter until the thirty-fifth month, and remaining constant at 35% CPR thereafter. With respect to the Group 2 Loans, a 100% Prepayment Assumption assumes that the mortgage loans prepay at a 0% CPR in months one through twelve, 10% CPR in months thirteen through twenty-four, 15% CPR in months twenty-five through thirty-six, 25% CPR in months thirty-seven through forty-eight, and 30% CPR thereafter; provided, however, that with respect to hypothetical mortgage loan 170 of the Structuring Assumptions table, a 100% Prepayment Assumption assumes a 0% CPR for months one through sixty, and a 30% CPR thereafter.

Principal Distribution Amount— For any distribution date and any Loan Group, the related Basic Principal Distribution Amount plus the related Extra Principal Distribution Amount.

Principal Remittance Amount— For any distribution date and each Loan Group, the sum of the following from the Available Distribution Amount

(1)the principal portion of all scheduled monthly payments on the related mortgage loans due on the related Due Date, to the extent received or advanced;

(2)the principal portion of all proceeds of the repurchase of a mortgage loan (or, in the case of a substitution, certain amounts representing a principal adjustment) in the related Loan Group as required by the Agreement during the preceding calendar month;

(3)the principal portion of all other unscheduled collections received during the preceding calendar month, including full and partial prepayments, Liquidation Proceeds, Insurance Proceeds and Subsequent Recoveries, in each case to the extent applied as recoveries of principal with respect to the mortgage loans in the related Loan Group; and

(4)any amounts required to be reimbursed to the Supplemental Interest Trust as provided in the Agreement.

Rating Agencies— S&P and Moody’s.

Record Date— For each distribution date and the Offered Certificates, other than the Class 1-A-1-1 Certificates and Class 1-A-1-2 Certificates, so long as such Certificates are Book-Entry Certificates, the business day prior to such distribution date. With respect to the Class 1-A-1-1 Certificates and Class 1-A-1-2 Certificates and any other Offered Certificates which are not Book-Entry Certificates, the close of business on the last business day of the month preceding the month in which such distribution date occurs.

Reference Banks — Leading banks selected by the Trustee (after consultation with the Master Servicer)and engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, (ii) whose quotations appear on the Telerate Screen Page 3750 on the applicable LIBOR Determination Date, (iii) which have been designated as such by the Trustee (after consultation with the Master Servicer) and (iv) not controlling, controlled by, or under common control with, the Depositor or the Sponsor.

S-191

Relief Act— The Servicemembers Relief Act, as amended, and similar legislation or regulations.

REMIC — A real estate mortgage investment conduit within the meaning of Section 860D of the Code.

Relief Act Shortfall— For any distribution date and any mortgage loan (other than a mortgage loan relating to an REO Property), any shortfalls relating to the Relief Act or similar legislation or regulations.

Reserve Interest Rate - With respect to any LIBOR Determination Date, the rate per annum that the Trustee determines to be either (i) the arithmetic mean (rounded upwards if necessary to the nearest whole multiple of 0.0625%) of the one-month United States dollar lending rates which New York City banks selected by the Trustee are quoting on the relevant LIBOR Determination Date to the principal London offices of leading banks in the London interbank market or (ii) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month United States dollar lending rate which New York City banks selected by the Trustee are quoting on such LIBOR Determination Date to leading European banks.

Rules— The rules, regulations and procedures creating and affecting DTC and its operations.

S&P — Standard & Poor’s, a division of The McGraw-Hill Companies, Inc.

Specially Serviced Multifamily Loan - A multifamily loan with respect to which certain delinquency, loss or foreclosure events have occurred as provided in the Servicing Agreement, including any multifamily loan which is 60 days or more delinquent.

Sponsor— Impac Funding Corporation, in its capacity as seller under the Mortgage Loan Purchase Agreement.

Stated Principal Balance— With respect to any mortgage loan as of any date of determination, the principal balance thereof as of the Cut-off Date, after application of all scheduled principal payments due on or before the Cut-off Date, whether or not received, reduced by all amounts allocable to principal that have been distributed to certificateholders with respect to such mortgage loan on or before such date, and as further reduced to the extent that any Realized Loss thereon has been allocated to one or more classes of certificates on or before the date of determination.

Statistical Pool Calculation Date — March 1, 2006.

Step-Up Date— The Group 1 Step-Up Date or the Group 2 Step-Up Date.

Stepdown Date— The Group 1 Stepdown Date or the Group 2 Stepdown Date.

Stepdown Target Subordination Percentage: For each class of Subordinate Certificates, the respective percentages indicated in the following table:

S-192

	Stepdown Target Subordination Percentage
Class 1-M-1		11.40	%
Class 1-M-2		9.60	%
Class 1-M-3		8.60	%
Class 1-M-4		7.60	%
Class 1-M-5		6.60	%
Class 1-M-6		5.60	%
Class 1-M-7		4.60	%
Class 1-M-8		3.60	%
Class 2-M-1		30.30	%
Class 2-M-2		20.90	%
Class 2-M-3		9.40	%
Class 1-B		1.20	%
Class 2-B		7.80	%

The percentages set forth above are subject to a permitted variance of an increase or decrease of 5% from the amounts set forth above.

Subordinate Certificates — The Class 1-M-1, Class 1-M-2, Class 1-M-3, Class 1-M-4, Class 1-M-5, Class 1-M-6, Class 1-M-7, Class 1-M-8, Class 1-B, Class 2-M-1, Class 2-M-2, Class 2-M-3 and Class 2-B Certificates.

Subordinate Class Principal Distribution Amount - The Group 1 Subordinate Class Principal Amount or the Group 2 Subordinate Class Principal Distribution Amount, as applicable.

Subsequent Recoveries — Any liquidation proceeds (net of amounts owed to the Master Servicer or any subservicer with respect to the related mortgage loan) received after the final liquidation of a mortgage loan. If Subsequent Recoveries are received, they will be included as part of the related Principal Remittance Amount for the following distribution date and distributed in accordance with the priorities described in this free writing prospectus. In addition, after giving effect to all distributions on a distribution date, if any Allocated Realized Loss Amounts are outstanding, the Allocated Realized Loss Amount for the class of Offered Certificates then outstanding with the highest distribution priority will be decreased by the amount of such Subsequent Recoveries until reduced to zero (with any remaining Subsequent Recoveries applied to reduce the Allocated Realized Loss Amount of the class with the next highest distribution priority), and the Certificate Principal Balance of such class or classes of Offered Certificates will be increased by the same amount. Thereafter, such class or classes of Offered Certificates will accrue interest on the increased Certificate Principal Balance.

Subservicers — Countrywide Home Loans Servicing LP, GMAC Mortgage Corporation and Midland Loan Services, Inc.

Subservicing Fee— With respect to each mortgage loan, accrued interest at the Servicing Fee Rate with respect to the mortgage loan on the same principal balance on which interest on the mortgage loan accrues for the calendar month. The Subservicing Fee consists of subservicing and other related compensation payable to the Subservicer or to the Master Servicer if the Master Servicer is directly servicing the loan.

S-193

Subservicing Fee Rate— On each Group 1 Loan which is an adjustable-rate mortgage loan, including any such mortgage loan with an initial fixed rate, 0.375% per annum. For each fixed rate mortgage loan, 0.25% per annum. For each second lien mortgage loan, 0.75% per annum. On each Group 2 Loan, a rate equal to 0.152% per annum, with such rate increasing to 0.7500% per annum for any multifamily loan that becomes a Specially Serviced Multifamily Loan.

Trustee— Deutsche Bank National Trust Company.

Underwriters — Bear, Stearns & Co. Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Countrywide Securities Corporation.

Unpaid Interest Shortfall Amount— For each class of Offered Certificates and any distribution date the amount, if any, by which (a) the sum of (1) the Monthly Interest Distributable Amount for such class for such distribution date and (2) the outstanding Unpaid Interest Shortfall Amount, if any, for such class for the immediately preceding distribution date exceeds (b) the aggregate amount distributed on such class in respect of interest pursuant to clause (a) of this definition on such distribution date, plus interest on the amount of Unpaid Interest Shortfall Amount due but not paid on the certificates of such class on the immediately preceding distribution date, to the extent permitted by law, at the Pass-Through Rate for such class for the related Accrual Period.

S-194

ANNEX I

GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES

Except in certain limited circumstances, the globally offered Impac Mortgage Pass-Through Certificates, Series 2006-1 Class 1-A-1-1, Class 1-A-1-2, Class 1-A-2A, Class 1-A-2B, Class 1-A-2C, Class 2-A-1, Class 2-A-2, Class 1-M-1, Class 1-M-2, Class 1-M-3, Class 1-M-4, Class 1-M-5, Class 1-M-6, Class 1-M-7, Class 1-M-8. Class 2-M-1, Class 2-M-2, Class 2-M-3, Class 1-B and Class 2-B (the “Global Securities”) will be available only in book-entry form. Investors in the Global Securities may hold interests in such Global Securities through any of DTC, Clearstream or Euroclear. The Global Securities will be tradable as home market instruments in both the European and U.S. domestic markets. Initial settlement and all secondary trades will settle in same day funds. Capitalized terms used but not defined in this Annex I have the meanings assigned to them in the free writing prospectus and the prospectus.

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 (i.e., seven calendar day settlement). 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 as DTC participants.

Non-U.S. holders (as described below) of Global Securities will be subject to U.S. withholding taxes unless such holders meet certain requirements and deliver appropriate U.S. tax documents to the securities clearing organizations or their participants.

Initial Settlement

All Global Securities will be held in book-entry form by DTC in the name of Cede & Co. as nominee of DTC. Investors’ interests in the Global Securities will be represented through financial institutions acting on their behalf as direct and indirect participants in DTC. 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 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.

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. 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 will be settled using the procedures applicable to conventional eurobonds in same-day funds.

Transfers between DTC seller And Clearstream or Euroclear purchaser. When Global Securities are to be transferred from the account of a DTC participant to the account of a Clearstream participant or a Euroclear participant, the purchaser will send instructions to Clearstream or Euroclear through a Clearstream participant or Euroclear participant at least one business day prior to settlement. Clearstream or Euroclear will instruct its respective depository to receive 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 the Global Securities. After such settlement has been completed, the Global Securities will be credited to the respective clearing system, and by the clearing system, in accordance with its usual procedures, to the Clearstream participant’s or Euroclear participant’s account. The Global Securities credit will appear on the next business day (European time) 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, either from cash on hand or existing lines of credit, as they would for any settlement occurring with Clearstream or Euroclear. Under this approach, they may take on credit exposure to Clearstream or Euroclear until the Global Securities are credited to their accounts one day later.

As an alternative, if Clearstream or Euroclear has extended a line of credit to them, Clearstream participants or Euroclear participants can elect not to pre-position funds and allow that credit line to be drawn upon the finance settlement. Under this procedure, Clearstream participants or Euroclear participants purchasing Global Securities would incur overdraft charges for one day, to the extent they cleared the overdraft when the Global Securities were credited to their accounts. However, interest on the Global Securities would accrue from the value date. Therefore, the investment income on the interest in the Global Securities earned during that one-day period may substantially reduce or offset the amount of such overdraft charges, although this result will depend on each Clearstream participant’s or Euroclear participant’s cost of funds.

Since the settlement through DTC will take place during New York business hours, DTC participants can employ their usual procedures for sending Global Securities to the respective depository for the benefit of Clearstream participants or Euroclear participants. The sale proceeds will be available to the DTC seller on the settlement date. Thus, to the DTC participant, a cross-market transaction will settle no differently than a trade between two DTC participants.

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 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 deliver the Global Securities to the DTC participant’s account against payment. Payment will include interest accrued on the Global Securities from and including the last distribution date to but excluding the settlement date. The payment will then be reflected in the account of the Clearstream participant or Euroclear participant the following business day, and receipt of the cash proceeds in the Clearstream participant’s or Euroclear participant’s account would be back- valued to the value date (which would be the preceding day, when settlement occurred through DTC in New York). Should the Clearstream participant or Euroclear participant have a line of credit with its respective clearing system and elect to be in debt in anticipation of receipt of the sale proceeds in its account, the back- valuation will extinguish any overdraft charges incurred over that one-day period. If settlement is not completed on the intended value date (i.e., the trade fails), receipt of the cash proceeds in the Clearstream participant’s or Euroclear participant’s account would instead be valued as of the actual settlement date.

Finally, day traders that use Clearstream or Euroclear and purchase Global Securities from DTC participants for delivery to Clearstream participants or Euroclear participants should note that these trades will automatically fail on the sale side unless affirmative action were taken. At least three techniques should be available to eliminate this potential problem:

(a) borrowing Global Securities through Clearstream or Euroclear for one day (until the purchase side of the day trade is reflected in the relevant Clearstream or Euroclear accounts) in accordance with the clearing system’s customary procedures;

(b) borrowing Global Securities in the United States from a DTC participant no later than one day prior to settlement, which would give the Global Securities sufficient time to be reflected in the relevant Clearstream or Euroclear accounts in order to settle the sale side of the trade; or

(c) staggering the value dates for the buy and sell sides of the trade so that the value date for the purchase from the DTC participant is at least one day prior to the value date for the sale to the Clearstream participant or Euroclear participant.

Certain U.S. Federal Income Tax Documentation Requirements

A beneficial owner 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 generally applies to payments of interest (including original issue discount) on registered debt issued by U.S. Persons (as defined below), unless (i) each clearing system, bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business in the chain of intermediaries between such beneficial owner and the U.S. entity required to withhold tax, complies with applicable certification requirements and (ii) such beneficial owner takes one of the following steps to obtain an exemption or reduced tax rate:

Exemption for Non-U.S. Persons (Form W-8BEN). Beneficial Holders of Global Securities that are Non-U.S. Persons (as defined below) can obtain a complete exemption from the withholding tax by filing a signed Form W-8BEN (Certificate of Foreign Status). If the information shown on Form W-8BEN changes, a new Form W-8BEN must be filed within 30 days of such change.

Exemption for Non-U.S. Persons with effectively connected income (Form W-8ECI). A Non-U.S. Person (as defined below), 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 (Exemption from Withholding of Tax on Income Effectively Connected with the Conduct of a Trade or Business in the United States) or a substitute form.

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 (Ownership, Exemption or Reduced Rate Certificate). Form W-8BEN may be filed by a beneficial owner or its agent.

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 (Payer’s Request for Taxpayer Identification Number and Certification).

U.S. Federal Income Tax Reporting Procedure. The beneficial owner of a Global Security or, in the case of a Form W-8BEN or a Form W-8ECI filer, his agent, files by submitting the appropriate form to the person through whom it holds the security (the clearing agency, in the case of persons holding directly on the books of the clearing agency). Form W-8BEN and Form W-8ECI are effective until the third succeeding calendar year from the date the form is signed.

The term “U.S. Person” means (i) a citizen or resident of the United States, (ii) a corporation, a 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, (iii) an estate, the income of which is includible in gross income for United States tax purposes, regardless of its source, (iv) 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 fiduciaries have the authority to control all substantial decisions of the trust; or (v) to the extent provided in Treasury regulations, certain trusts in existence on August 20, 1996 that are treated as United States persons prior to such date and elect to continue to be treated as United States persons. The term “Non-U.S. Person” means any person who is not a U.S. Person. This summary does not deal with all aspects of U.S. Federal income tax withholding that may be relevant to foreign holders of the Global Securities. Investors are advised to consult their own tax advisors for specific tax advice concerning their holding and disposing of the Global Securities.