CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP
424B5, 2000-08-30
ASSET-BACKED SECURITIES
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          Prospectus Supplement (to Prospectus dated August 28, 2000)

                                 $222,089,100

                         Cendant Mortgage Corporation
                                      and
                   Bishop's Gate Residential Mortgage Trust
                                    Sellers

                         Cendant Mortgage Corporation
                                   Servicer

                          Credit Suisse First Boston
                           Mortgage Securities Corp.
                                   Depositor

         CDMC Mortgage-Backed Pass-Through Certificates, Series 2000-5

   You should consider carefully the risk factors beginning on page S-9 in
   this prospectus supplement.

   The certificates will represent ownership interests only in a trust and
   will not represent ownership interests in or obligations of Cendant
   Mortgage Corporation, Bishop's Gate Residential Mortgage Trust, Credit
   Suisse First Boston Mortgage Securities Corp., Credit Suisse First Boston
   Corporation or any of their affiliates.

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

Offered Certificates

Nine classes of the Series 2000-5 certificates are being offered hereby: four
classes of Class A certificates; one class of Class M certificates; three
classes of Class B certificates; and one class of Class R certificates. The
trust is also issuing: one class of Class S certificates; one class of Class P
certificates; and three classes of Class B certificates which are not offered
hereby.

The trust will consist primarily of a pool of fixed rate, fully-amortizing,
one-to four- family residential first mortgage loans. You can find a list of
the offered certificates, together with their principal balances or initial
notional amounts, pass-through rates and certain other characteristics on page
S-5 of this prospectus supplement.

Credit Enhancement

     The Class M-1 certificates are subordinated to and provide credit
enhancement for the Class A, Class R, Class P and Class S certificates, the
Class B certificates are subordinated to and provide credit enhancement for
the Class A, Class M-1, Class P, Class S and Class R certificates and the
non-offered Class B certificates are subordinated to and provide credit
enhancement for the offered Class B certificates, in each case to the extent
described in this prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved the offered certificates or determined
that this prospectus supplement or the prospectus is accurate or complete. Any
representation to the contrary is a criminal offense.

The Attorney General of the State of New York has not passed on or endorsed
the merits of this offering. Any representation to the contrary is unlawful.

Credit Suisse First Boston Corporation will offer the Class A, Class M-1,
Class B-1, Class B-2, Class B-3 and Class R certificates, subject to
availability.

                          Credit Suisse First Boston

                                  Underwriter

                                August 28, 2000


             Important notice about information presented in this
             prospectus supplement and the accompanying prospectus

         You should rely on the information contained in this document or to
which we have referred you in this prospectus supplement. We have not
authorized anyone to provide you with information that is different. This
document may only be used where it is legal to sell these securities.

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

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

         o    This prospectus supplement, which describes the specific terms
              of your series of certificates.

         The depositor's principal executive offices are located at 11 Madison
Avenue, New York, New York 10010. Its telephone number is (212) 325-2000.

         We include cross-references in this prospectus supplement and the
accompanying prospectus to captions in these materials where you can find
further related discussions.

                               TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                            Page

<S>                                                                                            <C>
SUMMARY......................................................................................S-4
RISK FACTORS.................................................................................S-9
INTRODUCTION................................................................................S-14
DESCRIPTION OF THE MORTGAGE POOL............................................................S-14
   General..................................................................................S-14
   Primary Mortgage Insurance and Primary Hazard Insurance..................................S-19
   Additional Information...................................................................S-19
   Underwriting Standards...................................................................S-20
   Assignment of Mortgage Loans.............................................................S-20
   Bishop's Gate............................................................................S-21
THE SERVICER................................................................................S-21
   Recent Developments......................................................................S-23
DESCRIPTION OF THE CERTIFICATES.............................................................S-24
   General..................................................................................S-24
   Book-Entry Registration..................................................................S-25
   Definitive Certificates..................................................................S-26
   Glossary of Terms........................................................................S-26
   Priority of Distributions................................................................S-31
   Distributions of Interest................................................................S-33
   Distributions of Principal...............................................................S-33
   Allocation of Losses; Subordination......................................................S-35
POOLING AND SERVICING AGREEMENT.............................................................S-37
   Servicing Compensation, Compensating Interest and Payment of Expenses....................S-37
   Advances.................................................................................S-37
   Optional Termination.....................................................................S-38
   The Trustee..............................................................................S-38
   Voting Rights............................................................................S-38
CERTAIN YIELD AND PREPAYMENT CONSIDERATIONS.................................................S-39
   Factors Affecting Prepayments on the Mortgage Loans......................................S-39
   Modeling Assumptions.....................................................................S-41
   Class B-2 and Class B-3 Certificate Yield Considerations.................................S-46
   Additional Yield Considerations Applicable Solely to the Residual Certificates...........S-46
FEDERAL INCOME TAX CONSEQUENCES.............................................................S-46
   General..................................................................................S-46
   New Withholding Regulations..............................................................S-47
METHOD OF DISTRIBUTION......................................................................S-48
LEGAL OPINIONS..............................................................................S-48
RATINGS.....................................................................................S-49
LEGAL INVESTMENT............................................................................S-49
ERISA CONSIDERATIONS........................................................................S-49
</TABLE>


                                    SUMMARY

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

Title of series                                     CDMC Mortgage-Backed
                                                    Pass-Through Certificates,
                                                    Series 2000-5.

Depositor                                           Credit Suisse First Boston
                                                    Mortgage Securities Corp.

Sellers                                             Cendant Mortgage
                                                    Corporation, referred to
                                                    in this prospectus
                                                    supplement as Cendant, and
                                                    Bishop's Gate Residential
                                                    Mortgage Trust, referred
                                                    to in this prospectus
                                                    supplement as Bishop's
                                                    Gate.

Servicer                                            Cendant.

Trustee                                             The Bank of New York.

Mortgage pool                                       660 fixed rate mortgage
                                                    loans with an aggregate
                                                    principal balance of
                                                    approximately $224,545,017
                                                    as of the cut-off date,
                                                    secured by first liens on
                                                    one- to four-family
                                                    residential properties.

Cut-off date.                                       August 1, 2000.

Closing date.                                       On or about August
                                                    30, 2000.

Distribution dates.                                 On   the 18th day of each
                                                    month, or if the 18th day
                                                    is not a business day, on
                                                    the succeeding business
                                                    day beginning in September
                                                    2000.

Scheduled final distribution date                   September 18, 2030.
                                                    The actual final
                                                    distribution date could be
                                                    substantially earlier.

Form of offered certificates.                       The  offered certificates,
                                                    other than the Class R
                                                    Certificates, will be
                                                    book-entry certificates.
                                                    The Class R Certificates
                                                    will be physical
                                                    certificates.

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

Minimum denominations                               The offered certificates
                                                    will be issued in minimum
                                                    denominations (by
                                                    principal balance) of
                                                    $25,000 and integral
                                                    multiples of $1 in excess
                                                    thereof. The Class R
                                                    Certificates will be
                                                    issued in minimum
                                                    percentage interests of
                                                    20%.



                             Offered Certificates
<TABLE>
<CAPTION>

                                         Initial            Initial              Initial
                                        Principal         Pass-Through            Rating
Class                                    Balance              Rate          (Fitch/Moody's)(1)            Designation

Class A certificates:
---------------------
<S>                                      <C>                 <C>                 <C>               <C>
A-1                                      $159,812,000        7.75%               AAA/Aaa           Senior/Accretion Directed
A-2                                       $20,163,000        7.75%               AAA/Aaa           Senior/Accretion Directed
A-3                                       $12,923,000        7.75%               AAA/Aaa                 Senior/Accrual
A-4                                       $22,455,000        7.75%               AAA/Aaa                 Senior/Lockout
Total Class A certificates               $215,353,000

Class M certificates:
---------------------
M-1                                          $561,000        7.75%                AAA/NA                   Mezzanine
Total Class M certificates                   $561,000

Class B certificates:
---------------------
B-1                                        $3,593,000        7.75%                AA/NA                Senior Subordinate
B-2                                        $1,684,000        7.75%                 A/NA                Senior Subordinate
B-3                                          $898,000        7.75%                BBB/NA               Senior Subordinate
Total offered Class B certificates         $6,175,000

Class R certificates:
---------------------
R                                                $100        7.75%                AAA/NA                Senior/Residual
Total Class R certificates                       $100

Total offered certificates               $222,089,100

                                                   Non-Offered Certificates

Class B certificates:
---------------------
B-4                                        $1,011,000        7.75%                BB/NA                Junior Subordinate
B-5                                          $561,000        7.75%                 B/NA                Junior Subordinate
B-6                                          $674,424        7.75%                NA/NA                Junior Subordinate
Total non-offered
Class B certificates                       $2,246,424

Class S certificates:
---------------------
S                                          (2)               7.75%               AAA/Aaa              Senior/Interest only
Total Class S certificates

Class P certificates:
---------------------
P                                            $209,492         (3)                AAA/Aaa             Senior/Principal only
Total Class P certificates                   $209,492

Total non-offered certificates             $2,455,916
----------------------

(1)      See "Ratings" in this prospectus supplement.
(2)      Interest will accrue on the notional amount of this class,
         initially equal to approximately $15,940,757, calculated as described
         in "Description of the Certificates--Distributions of Interest" in
         this prospectus supplement.
(3)      This class of certificates is not entitled to payments in respect of interest.
</TABLE>


The Trust

The depositor will establish a trust, pursuant to a pooling and servicing
agreement, dated as of August 1, 2000, among the depositor, the sellers, the
servicer and the trustee. On the closing date, the depositor will deposit the
pool of mortgage loans described below into the trust. The depositor will make
a real estate mortgage investment conduit election with respect to the trust.
Each certificate will represent a partial ownership interest in the trust.

Distributions of interest and principal on the certificates will be made only
from payments received in connection with the mortgage loans described below.

The Mortgage Pool

The mortgage pool consists of 660 fixed rate fully-amortizing mortgage loans
secured by mortgages, deeds of trust or other security instruments creating
first liens on one-to four-family residential properties with an aggregate
scheduled principal balance as of August 1, 2000 of approximately
$224,545,017.

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

Distributions on the Offered Certificates

General

Each month, the trustee will make distributions of interest and principal to
the holders of the certificates to the extent of the available distribution
amount.

The servicer will collect monthly payments of principal and interest on the
mortgage loans. After deducting any reimbursable expenses and advances and its
servicing fee, the servicer will forward all collections on the mortgage
loans, together with any advances that it makes for delinquent principal and
interest payments and any payments it makes in the form of compensating
interest, to the trustee. The aggregate amount of such monthly collections and
advances is described under the heading "Description of the
Certificates--Glossary of Terms" in this prospectus supplement.

On each distribution date the trustee will distribute the amount remitted by
the servicer to the trustee to the holders of the certificates, in the amount
and priority as set forth in this prospectus supplement. See "Description of
the Certificates--Priority of Distributions" in this prospectus supplement.

Distributions of Interest

The amount of interest owed to each class of certificates entitled to interest
on each distribution date will generally equal:

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

         o    the principal balance or notional amount of that class of
              certificates as of the day immediately prior to the related
              distribution date multiplied by

         o    1/12th;

         o    minus the share of some types interest shortfalls allocated to
              that class.

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

On each distribution date, interest will be distributed to certificateholders
in the order described in "Description of the Certificates--Priority of
Distributions" in this prospectus supplement. It is possible that, on any
given distribution date, there will be insufficient payments from the mortgage
loans to cover interest owed on the certificates. As a result, some
certificates, most likely the subordinate certificates, may not receive the
full amount of accrued interest to which they are entitled. If this happens,
those certificates will be entitled to receive any shortfall in interest
distributions in the following month in the same priority as their
distribution of current interest. However, there will be no extra interest
paid to make up for the delay. The Class P certificates, which are not offered
by this prospectus supplement, are not entitled to payments of interest.

Distributions of Principal

Principal distributions on the certificates will be allocated among the
various classes as described under "Description of the
Certificates--Distributions of Principal" in this prospectus supplement. It is
possible that, on any distribution date, there will be insufficient payments
from the mortgage loans to make principal distributions on the certificates.
As a result, some certificates, most likely the subordinate certificates, may
not receive the full amount of principal distributions to which they are
entitled. The Class S certificates, which are not offered by this prospectus
supplement, are not entitled to payments of principal.

Prior to the distribution date in September 2005, all principal prepayments on
the mortgage loans will be distributed to the senior certificates, other than
the Class A-4 Certificates, unless the principal balances of those
certificates have been reduced to zero. Further, principal prepayments
allocated to the mezzanine and subordinate certificates will be paid only to
the mezzanine and subordinate certificates that satisfy the prepayment
distribution test as described under "Description of the
Certificates--Distributions of Principal" in this prospectus supplement.

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

Credit Enhancement

Allocation of Losses

Most losses on the mortgage loans will be allocated in full to the first class
listed below with a principal balance greater than zero:

o        Class B-6 Certificates
o        Class B-5 Certificates
o        Class B-4 Certificates
o        Class B-3 Certificates
o        Class B-2 Certificates
o        Class B-1 Certificates
o        Class M-1 Certificates

When this occurs, the principal balance of the class to which the loss is
allocated is reduced without a corresponding payment of principal.

If none of the junior subordinate certificates remain outstanding, losses on
the mortgage loans will be allocated first to the outstanding class of senior
subordinate certificates with the lowest payment priority, and the other
classes of certificates will not bear any portion of such losses. If none of
the senior subordinate certificates remain outstanding, losses on the mortgage
loans will be allocated to the mezzanine certificates, and the other classes
of certificates will not bear any portion of such losses. If the mezzanine
certificates are no longer outstanding, losses on the mortgage loans will be
allocated to the senior certificates as more fully described herein.

Not all losses will be allocated in the priority described in the third
preceding paragraph. Losses due to natural disasters such as floods and
earthquakes, fraud by a mortgagor, or bankruptcy of a mortgagor will be
allocated as described in the third preceding paragraph only up to specified
amounts. Losses of these types in excess of the specified amounts and losses
due to other extraordinary events will be allocated proportionately among all
outstanding classes of certificates except as described in this prospectus
supplement. Therefore, the Class M-1 Certificates and Class B Certificates do
not act as credit enhancement for the senior certificates for these losses.

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

Priority of Distributions

The priority in which distributions are made to certificateholders also
provides credit enhancement for certain classes of certificates. The manner of
distributions ensures that, except as otherwise described in this prospectus
supplement, any shortfall in amounts owed on the certificates is borne first
by the most subordinate class of certificates.

Allocating all or a disproportionately large portion of principal prepayments
and other unscheduled payments of principal to the senior certificates in the
early years provides additional credit enhancement for the senior certificates
by preserving a greater portion of the principal balances of the mezzanine and
subordinate certificates for absorption of losses.

Yield Considerations

The yield to maturity of each class of certificates will depend upon, among
other things:

o        the price at which the certificates are purchased;

o        the applicable pass-through rate; and

o        the rate of prepayments on the mortgage loans.

For a discussion of special yield considerations applicable to the offered
certificates, see "Risk Factors" and "Certain Yield and Prepayment
Considerations" in this prospectus supplement.

Advances

For any month, if the servicer receives no payment of principal and interest
or a payment that is less than the full scheduled payment on a mortgage loan,
the servicer will advance its own funds to cover that shortfall. However, the
servicer will make such advance only if it determines that such advance will
be recoverable from future payments or collections on that mortgage loan.

See "Pooling and Servicing Agreement--Advances" in this prospectus supplement.

Optional Termination

On any distribution date on which the aggregate outstanding principal balance
of the mortgage loans is less than 10% of their aggregate principal balance as
of the cut-off date, the servicer may, but will not be required to, purchase
from the trust all remaining mortgage loans and thereby cause an early
retirement of the certificates.

An optional purchase of the remaining mortgage loans may cause the holders of
one or more classes of certificates to receive less than their outstanding
principal balance plus accrued interest.

See "Pooling and Servicing Agreement--Optional Termination" in this prospectus
supplement.

Federal Income Tax Consequences

For federal income tax purposes, the depositor will cause a real estate
mortgage investment conduit election to be made with respect to the trust. The
Class A, Class M-1, Class B, Class S and Class P certificates will represent
ownership of regular interests in the REMIC. These certificates will generally
be treated as representing ownership of debt for federal income tax purposes.
Holders of these certificates will be required to include as income all
interest and original issue discount, if any, on such certificates in
accordance with the accrual method of accounting regardless of the
certificateholders' usual methods of accounting. For federal income tax
purposes, the Class R certificates will represent ownership of residual
interests in the REMIC.

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

ERISA Considerations

The Class A certificates may be eligible for purchase by persons investing
assets of employee benefit plans or individual retirement accounts. The Class
M-1, Class B-1, Class B-2, Class B-3 and Class R certificates generally may be
purchased with assets of such a plan only if a prohibited transaction class
exemption issued by the U.S. Department of Labor and applicable to
transactions by insurance company general accounts is applicable as further
described in this prospectus supplement.

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

Legal Investment

When issued, the Class A, Class M-1 and Class B-1 certificates will be
"mortgage related securities" for purposes of the Secondary Mortgage Market
Enhancement Act of 1984. You should consult your legal advisors in determining
whether and to what extent the offered certificates constitute legal
investments for you.

See "Legal Investment" in this prospectus supplement for important information
concerning possible restrictions on ownership of the offered certificates by
regulated institutions.

Ratings

When issued, the offered certificates will receive ratings which are not lower
than those listed in the table on page S-5 of this prospectus supplement. The
ratings on the offered certificates address the likelihood that the holders of
the offered certificates will receive all distributions on the underlying
mortgage loans to which they are entitled. A security rating is not a
recommendation to buy, sell or hold a security and may be changed or withdrawn
at any time by the assigning rating agency. The ratings also do not address
the rate of principal prepayments on the mortgage loans. For example, 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 prospectus supplement.


                                 RISK FACTORS

         The offered certificates are not suitable investments for all
investors. In particular, you should not purchase any class of offered
certificates unless you understand the prepayment, credit, liquidity and
market risks associated with that class.

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

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


Risk of Loss

The return on your certificates may be affected by losses on the mortgage
loans, which could occur due to a variety of reasons.

Losses on the mortgage loans may occur due to a wide variety of causes,
including a decline in real estate values, and adverse changes in the
borrower's financial condition. A decline in real estate values or economic
conditions nationally or in the regions where the mortgaged properties are
concentrated may increase the risk of losses on the mortgage loans.

Geographic concentration may affect risk of loss on the mortgage loans.

Approximately 31.39%, 9.94%, 8.19%, 6.49% and 5.24% of the mortgage loans
contained in the mortgage pool are secured by mortgaged properties located in
California, New Jersey, New York, Minnesota and Virginia, respectively. If the
regional economy or housing market in those areas weakens, the mortgage loans
may experience high rates of loss and delinquency, resulting in losses to
certificateholders. The economic condition and housing market in those areas
may be adversely affected by a variety of events, including a downturn in
certain industries or other businesses concentrated in those areas, natural
disasters such as earthquakes, hurricanes, floods and eruptions, and civil
disturbances such as riots. The depositor cannot predict whether, or to what
extent or for how long, such events may occur.

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

Credit enhancement is limited to the subordination provided by classes with
lower payment priorities.

The only credit enhancement for the senior certificates will be the
subordination provided by the mezzanine certificates and the subordinate
certificates. The only credit enhancement for the mezzanine certificates will
be the subordination provided by the subordinate certificates. The only credit
enhancement for the offered subordinate certificates will be the subordination
provided by any class of subordinate certificates with a lower payment
priority. If the aggregate principal balance of the non-offered subordinate
certificates is reduced to zero, subsequent losses on the mortgage loans will
be allocated to the offered subordinate certificates. If the aggregate
principal balance of the subordinate certificates is reduced to zero,
subsequent losses on the mortgage loans will be allocated to the mezzanine
certificates. If the principal balance of the mezzanine and subordinate
certificates is reduced to zero, subsequent losses on the mortgage loans will
be allocated to the senior certificates, in each case as described in this
prospectus supplement.

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

The value of your certificates may be reduced if losses are higher than
expected.

If the performance of the mortgage loans is substantially worse than assumed
by the rating agencies, the ratings of any class of the certificates may be
lowered in the future. This would probably reduce the value of those
certificates. None of the depositor, the servicer or any other entity will
have any obligation to supplement any credit enhancement, or to take any other
action to maintain any rating of the certificates.

Limited Obligations

Payments on the mortgage loans are the only source of payments on the offered
certificates.

The certificates represent interests only in the trust. The certificates do
not represent any interest in or any obligation of the depositor, the
servicer, the sellers or any of their affiliates. If proceeds from the assets
of the trust are not sufficient to make all payments provided for under the
pooling and servicing agreement, investors will have no recourse to the
depositor, the servicer, the sellers or any other entity, and will incur
losses.

Liquidity Risks

An investor may have to hold its offered certificates to their maturity
because of difficulty in reselling the offered certificates.

A secondary market for the offered certificates may not develop. Even if a
secondary market does develop, it may not continue or it may be illiquid.
Neither the underwriter nor any other person will have any obligation to make
a secondary market in your certificates. Illiquidity means an investor may not
be able to find a buyer to buy its securities readily or at prices that will
enable the investor to realize a desired yield. Illiquidity can have a severe
adverse effect on the market value of the offered certificates. Any class of
offered certificates may experience illiquidity, although generally
illiquidity is more likely for classes that are especially sensitive to
prepayment, credit or interest rate risk, or that have been structured to meet
the investment requirements of limited categories of investors.

Special Yield and Prepayment
Considerations

The yield to maturity on your certificates will depend on various factors,
including the rate of prepayments.

The yield to maturity on each class of offered certificates will depend on a
variety of factors, including:

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

o    the pass-through rate for that class;

o    interest shortfalls due to mortgagor prepayments; and

o    the purchase price of that class.

The rate of prepayments is one of the most important and least predictable of
these factors.

In general, if a class of certificates is purchased at a price higher than its
outstanding principal balance and principal distributions on such class occur
faster than assumed at the time of purchase, the yield will be lower than
anticipated. Conversely, if a class of certificates is purchased at a price
lower than its outstanding principal balance and principal distributions on
that class occur more slowly than assumed at the time of purchase, the yield
will be lower than anticipated.

The rate of prepayments on the mortgage loans will be affected by various
factors.

Since mortgagors can generally prepay their mortgage loans at any time, the
rate and timing of principal distributions on the offered certificates are
highly uncertain. Generally, when market interest rates increase, borrowers
are less likely to prepay their mortgage loans. Such reduced prepayments could
result in a slower return of principal to holders of the offered certificates
at a time when they may be able to reinvest such funds at a higher rate of
interest than the pass-through rate on their class of certificates.
Conversely, when market interest rates decrease, borrowers are generally more
likely to prepay their mortgage loans. Such increased prepayments could result
in a faster return of principal to holders of the offered certificates at a
time when they may not be able to reinvest such funds at an interest rate as
high as the pass-through rate on their class of certificates.

Refinancing programs, which may involve soliciting all or some of the
mortgagors to refinance their mortgage loans, may increase the rate of
prepayments on the mortgage loans. These refinancing programs may be offered
by the servicer, any sub-servicer or their affiliates, and may include
streamlined documentation programs as well as programs under which a mortgage
loan is modified to reduce the interest rate.

See "Maturity and Prepayment Considerations" in the prospectus.

The yield on your certificates will be affected by the specific terms that
apply to that class, discussed below.

The offered certificates of each class have different yield considerations and
different sensitivities to the rate and timing of principal distributions. The
following is a general discussion of yield considerations and prepayment
sensitivities of each class

Class A Certificates.

The Class A Certificates are subject to various priorities for payment of
principal. Distributions of principal on the Class A Certificates with an
earlier priority of payment will be affected by the rates of prepayment of the
mortgage loans early in the life of the mortgage pool. Those classes of Class
A Certificates with a later priority of payment will be affected by the rates
of prepayment of the mortgage loans experienced both before and after the
commencement of principal distributions on those classes, and will be more
likely to be affected by losses on the mortgage loans not covered by the
credit enhancement.

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

Class A-3 Certificates.

Because the Class A-3 Certificates are not entitled to receive any
distributions of interest for some period of time, except in limited
circumstances as described in this prospectus supplement, these certificates
will likely experience significant price and yield volatility. Investors
should consider whether this volatility is suitable to their investment needs.

Class A-4 Certificates.

It is not expected that the Class A-4 Certificates will receive any
distributions of principal until the distribution date in September 2005.
Until the distribution date in September 2009, the Class A-4 Certificates may
receive a portion of principal payments that is smaller than its pro rata
share of principal payments.

Class M-1 and Class B Certificates.

The yield to investors in the Class M-1 Certificates will be sensitive to the
rate and timing of losses on the mortgage loans, if those losses are not
covered by the Class B Certificates. The yield to investors in the offered
Class B Certificates will be sensitive to the rate and timing of losses on the
mortgage loans, if those losses are not covered by the non-offered Class B
Certificates and any offered Class B Certificates with a lower payment
priority.

It is not expected that the Class M-1 or Class B Certificates will receive any
distributions of principal prepayments until the distribution date in
September 2005. After that date, all or a disproportionately large portion of
principal prepayments on the mortgage loans may be allocated to the senior
certificates, and none or a disproportionately small portion of principal
prepayments may be paid to the holders of the Class M-1 and Class B
Certificates. As a result, the weighted average lives of the Class M-1 and
Class B Certificates may be longer than would otherwise be the case.

Recent Developments Regarding
Cendant Corporation, the
Indirect Parent of the Servicer,
Could Cause a Greater Risk of
Loss With Respect to the
Mortgage Loans

As described under "The Servicer -- Recent Developments" as a result of
certain accounting irregularities, numerous proceedings have been filed
against Cendant Corporation. On December 7, 1999, Cendant Corporation
announced that it reached a preliminary agreement to settle the principal
class action lawsuit. The settlement was approved by the U.S. District Court
on August 15, 2000, but the approval remains subject to appeal for a period of
thirty days. If an appeal of the settlement approval is filed, Cendant
Corporation can make no assurances that the final outcome or settlement of
such proceeding will not be for an amount greater than set forth in the
approved settlement, which could have a material adverse impact on the
financial condition, results of operations and cash flows of Cendant
Corporation which could have a material adverse impact on the financial
condition or cash flows of PHH Corporation and its subsidiary, the servicer.
Any such adverse outcome with respect to such proceedings could have a
material adverse affect on Cendant's ability to repurchase mortgage loans due
to breaches of representations and warranties and could cause disruption in
the servicing of the mortgage loans by the servicer. Any such disruption that
results in a transfer of servicing to a successor servicer may result in
increased losses and delinquencies on the mortgage loans.

Book-Entry Certificates

The lack of physical certificates may cause delays in payments and cause
difficulty in pledging or selling the offered certificates.

The offered certificates, other than the Class R certificates will not be
issued in physical form. Certificateholders will be able to transfer
certificates only through DTC, participating organizations, indirect
participants and certain banks. The ability to pledge a certificate to a
person that does not participate in DTC may be limited because of the lack of
a physical certificate. In addition, certificateholders may experience some
delay in receiving distributions on these certificates because the trustee
will not send distributions directly to them. Instead, the trustee will send
all distributions to DTC, which will then credit those distributions to the
participating organizations. Those organizations will in turn credit accounts
certificateholders have either directly or indirectly through indirect
participants.

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


                                 INTRODUCTION

         The depositor will establish a trust with respect to CDMC
Mortgage-Backed Pass-Through Certificates, Series 2000-5 on or about the
closing date, pursuant to a pooling and servicing agreement among the
depositor, the sellers, the servicer and the trustee, dated as of the cut-off
date. On the closing date, the depositor will deposit into the trust a pool of
mortgage loans, that in the aggregate will constitute a mortgage pool, secured
by one- to four-family residential properties with terms to maturity of not
more than 30 years.

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

                       DESCRIPTION OF THE MORTGAGE POOL

General

         The mortgage pool will consist of 660 mortgage loans having an
aggregate principal balance outstanding as of the cut-off date, after
deducting payments of principal due on such date, of approximately
$224,545,017. The mortgage loans are secured by first liens on fee simple or
leasehold interests in one- to four-family residential real properties and, in
the case of two mortgage loans, an interest in shares issued by a cooperative
apartment corporation and the related proprietary lease. The property securing
the mortgage loan is referred to as the mortgaged property. The mortgage pool
will consist of fixed rate, fully amortizing, level monthly payment first
mortgage loans with terms to maturity of not more than 30 years from the date
of origination or modification. All percentages of the mortgage loans
described herein are approximate percentages by aggregate principal balance as
of the cut-off date unless otherwise indicated.

         The mortgage loans will be purchased by the depositor from the
sellers. All of the mortgage loans were either originated or purchased by
Cendant in accordance with the underwriting standards set forth in this
prospectus supplement under the heading "-- Underwriting Standards." All of
the mortgage loans that will be purchased by the depositor from Bishop's Gate
were previously purchased by Bishop's Gate from Cendant.

         The mortgage loans may be prepaid by the mortgagors at any time
without payment of any prepayment fee or penalty.

         As of the cut-off date, none of the mortgage loans were more than 30
days delinquent in scheduled payments of principal and interest.

         No mortgage loan provides for deferred interest or negative
amortization.

         Set forth below is a description of some additional statistical
characteristics of the mortgage loans as of the cut-off date unless otherwise
indicated. All percentages of the mortgage loans are approximate percentages
by aggregate principal balance as of the cut-off date, and have been rounded
in order to add to 100%.

                                                        Mortgage Rates
<TABLE>
<CAPTION>

                                                                      Number of                            Percent of
                                                                       Mortgage           Principal         Mortgage
         Mortgage Rates (%)                                             Loans              Balance            Pool
         ------------------                                           ---------           ------------      ---------
         <S>                                                           <C>                <C>               <C>
         7.251 - 7.500.........................................              3            $1,442,351.46        0.64%
         7.501 - 7.750.........................................              7             2,077,790.76        0.93
         7.751 - 8.000.........................................             39            14,186,989.99        6.32
         8.001 - 8.250.........................................            109            40,905,189.10       18.22
         8.251 - 8.500.........................................            204            70,796,919.91       31.53
         8.501 - 8.750.........................................            187            62,714,016.88       27.93
         8.751 - 9.000.........................................             73            21,471,257.04        9.56
         9.001 - 9.250.........................................             25             7,687,628.07        3.42
         9.251 - 9.500.........................................              8             1,762,953.69        0.79
         9.501 - 9.750.........................................              5             1,499,920.10        0.67
                                                                       ----------       ---------------      -------
         Total.................................................            660          $224,545,017.00      100.00%
                                                                       ----------       ---------------      -------
                                                                       ----------       ---------------      -------
</TABLE>

         The minimum mortgage rate and the maximum mortgage rate for the
         mortgage loans is 7.3750% per annum and 9.7500% per annum,
         respectively. As of the cut-off date, the weighted average mortgage
         rate of the mortgage loans will be approximately 8.5055% per annum.

                 Cut-off Date Mortgage Loan Principal Balances
<TABLE>
<CAPTION>

                                                                      Number of                            Percent of
                                                                       Mortgage           Principal         Mortgage
         Cut-off Date Principal Balances ($)                            Loans              Balance            Pool
         -----------------------------------                          ---------           ------------      ----------
<S>                                                                   <C>             <C>               <C>
            25,000.01 -    50,000.00...........................              2               $82,428.71        0.04%
            50,000.01 -    75,000.00...........................             16             1,092,503.93        0.49
            75,000.01 -   100,000.00...........................              7               634,642.52        0.28
           100,000.01 -   125,000.00...........................              5               553,454.86        0.25
           125,000.01 -   150,000.00...........................              9             1,197,442.44        0.53
           150,000.01 -   175,000.00...........................              2               306,600.00        0.14
           175,000.01 -   200,000.00...........................             11             2,095,735.79        0.93
           200,000.01 -   250,000.00...........................              4               878,487.52        0.39
           250,000.01 -   300,000.00...........................            194            54,750,695.88       24.38
           300,000.01 -   400,000.00...........................            264            91,009,660.15       40.53
           400,000.01 -   500,000.00...........................            102            45,614,716.26       20.31
           500,000.01 -   600,000.00...........................             29            15,947,752.71        7.10
           600,000.01 -   700,000.00...........................             13             8,383,951.14        3.73
           900,000.01 - 1,000,000.00...........................              2             1,996,945.09        0.89
                                                                       ----------       ---------------      -------
         Total.................................................            660          $224,545,017.00      100.00%
                                                                       ----------       ---------------      -------
                                                                       ---------        ---------------      -------
</TABLE>

         The minimum principal balance and the maximum principal balance of
         the mortgage loans as of the cut-off date is $39,929 and $999,394,
         respectively. As of the cut-off date, the average principal balance
         of the mortgage loans is approximately $340,220.

                                                   Mortgaged Property Types
<TABLE>
<CAPTION>

                                                                      Number of                            Percent of
                                                                       Mortgage           Principal         Mortgage
         Property Type                                                  Loans              Balance            Pool
         -------------                                                ---------         ---------------    ----------
<S>                                                                        <C>          <C>                   <C>
         Single Family Detached................................            482          $164,017,240.38       73.04%
         Deminimus PUD.........................................            115            40,802,020.62       18.17
         Condo.................................................             40            11,955,092.84        5.32
         PUD...................................................             14             4,270,899.44        1.90
         2 Family..............................................              4             1,617,172.07        0.72
         Single Family Attached................................              3             1,019,091.65        0.45
         Co-op.................................................              2               863,500.00        0.38
                                                                       ----------       ---------------      -------
         Total.................................................            660          $224,545,017.00      100.00%
                                                                       ----------       ---------------      -------
                                                                       ----------       ---------------      -------
</TABLE>


                                                    Mortgage Loan Purpose
<TABLE>
<CAPTION>

                                                                      Number of                            Percent of
                                                                       Mortgage           Principal         Mortgage
         Loan Purpose                                                   Loans              Balance            Pool
         ------------                                                 ---------         ---------------    ----------
<S>                                                                       <C>           <C>                   <C>
         Purchase..............................................           611           $209,074,034.06       93.11%
         Refinance--Rate Term...................................           27              8,278,045.00        3.69
         Refinance--Cashout.....................................           22              7,192,937.94        3.20
                                                                      --------          ---------------     ----------
         Total.................................................           660           $224,545,017.00      100.00%
                                                                      --------          ---------------     ----------
                                                                      --------          ---------------     ----------
</TABLE>



                                                       Occupancy Types

<TABLE>
<CAPTION>
                                                                      Number of                            Percent of
                                                                       Mortgage           Principal         Mortgage
         Occupancy Type                                                 Loans              Balance            Pool
         --------------                                               ---------         ---------------     ----------
<S>                                                                       <C>           <C>                   <C>
         Primary...............................................           637           $216,816,177.52       96.56%
         Second Home...........................................            17              5,533,852.08        2.46
         Investment............................................             6              2,194,987.40        0.98
                                                                       ----------       ---------------      -------
         Total.................................................           660           $224,545,017.00      100.00%
                                                                       ----------       ---------------      -------
                                                                       ----------       ---------------      -------
</TABLE>


         Occupancy type is based on representations of the mortgagor at the
         time of origination of the related mortgage loan.

                                                      Current LTV Ratio
<TABLE>
<CAPTION>

                                                                      Number of                            Percent of
                                                                       Mortgage           Principal         Mortgage
         Current LTV Ratio (%)                                          Loans              Balance            Pool
         ---------------------                                        ---------        ----------------    -----------
<S>                                                                    <C>           <C>                   <C>
         10.001 - 15.000.......................................             1          $     399,408.71        0.18%
         25.001 - 30.000.......................................             2              1,184,629.23        0.53
         30.001 - 35.000.......................................             5              1,106,555.12        0.49
         35.001 - 40.000.......................................             6              2,546,725.74        1.13
         40.001 - 45.000.......................................             5              2,141,751.38        0.95
         45.001 - 50.000.......................................            11              4,253,247.94        1.89
         50.001 - 55.000.......................................            10              3,588,974.93        1.60
         55.001 - 60.000.......................................            23              7,357,067.44        3.28
         60.001 - 65.000.......................................            20              7,299,788.79        3.25
         65.001 - 70.000.......................................            39             12,766,651.49        5.69
         70.001 - 75.000.......................................            45             15,372,495.17        6.85
         75.001 - 80.000.......................................           340            116,190,463.99       51.74
         80.001 - 85.000.......................................            14              4,804,035.82        2.14
         85.001 - 90.000.......................................            79             26,650,340.07       11.87
         90.001 - 95.000.......................................            60             18,882,881.18        8.41
                                                                       ----------       ---------------      -------
         Total.................................................           660           $224,545,017.00      100.00%
                                                                       ----------       ---------------      -------
                                                                       ----------       ---------------      -------
</TABLE>

         The minimum Current LTV Ratio and the maximum Current LTV Ratio for
         the mortgage loans is 10.26% and 95.00%, respectively. The weighted
         average Current LTV Ratio for the mortgage loans is approximately
         77.42%.

         The Current LTV Ratio as to each mortgage loan is the quotient
         expressed as a percentage obtained by dividing the principal balance
         of the mortgage loan as of the cut-off date by the lesser of the
         appraisal value of the mortgaged property at the time of origination
         and the purchase price of the mortgaged property.

                                                          Seasoning
<TABLE>
<CAPTION>

                                                                                                             Percent
                                                                      Number of                                of
                                                                       Mortgage           Principal         Mortgage
         Seasoning (months)                                             Loans              Balance            Pool
         ------------------                                           ---------          --------------     ---------
<S>                                                                       <C>            <C>                  <C>
         0.....................................................           199            $67,892,675.33       30.24%
         1-3...................................................           439            148,224,266.65       66.01
         4-6...................................................            15              6,224,723.89        2.77
         7-9...................................................             5              1,562,521.84        0.70
         10-12.................................................             1                547,350.13        0.24
         22-24.................................................             1                 93,479.16        0.04
                                                                       ----------       ---------------      -------
         Total.................................................           660           $224,545,017.00      100.00%
                                                                       ----------       ---------------      -------
                                                                       ----------       ---------------      -------
</TABLE>

         The minimum seasoning and the maximum seasoning for the mortgage
         loans is 0 months and 23 months, respectively. As of the cut-off
         date, the weighted average seasoning for the mortgage loans is
         approximately 1 month.

                                              Remaining Term to Stated Maturity
<TABLE>
<CAPTION>

                                                                      Number of                            Percent of
                                                                       Mortgage           Principal         Mortgage
         Remaining Term (months)                                        Loans              Balance            Pool
         -----------------------                                      ---------        ----------------    -----------
<S>                                                                   <C>              <C>                  <C>
         229 - 240.............................................             7             $2,400,763.37        1.07%
         337 - 348.............................................             1                 93,479.16        0.04
         349 - 360.............................................           652            222,050,774.47       98.89
                                                                       ----------       ---------------      -------
         Total.................................................           660           $224,545,017.00      100.00%
                                                                       ----------       ---------------      -------
                                                                       ----------       ---------------      -------
</TABLE>

         The minimum remaining term to stated maturity and the maximum
         remaining term to stated maturity for the mortgage loans is 238
         months and 360 months, respectively. As of the cut-off date, the
         weighted average remaining term to stated maturity for the mortgage
         loans is approximately 358 months.

                                                     Documentation Types
<TABLE>
<CAPTION>

                                                                      Number of                            Percent of
                                                                       Mortgage           Principal         Mortgage
         Documentation Type                                             Loans              Balance            Pool
         ------------------                                           ---------        ----------------    -----------
<S>                                                                       <C>           <C>                   <C>
         Full Documentation....................................           592           $213,061,794.46       94.89%
         Limited Documentation.................................            67             11,388,466.77        5.07
         No Income/No Asset....................................             1                 94,755.77        0.04
                                                                       ----------       ---------------      -------
         Total.................................................           660           $224,545,017.00      100.00%
                                                                       ----------       ---------------      -------
                                                                       ----------       ---------------      -------
</TABLE>

<TABLE>
<CAPTION>

                                       Geographic Distribution of Mortgaged Properties

                                                                      Number of                            Percent of
                                                                       Mortgage           Principal         Mortgage
         State                                                          Loans              Balance            Pool
         -----                                                        ----------      -----------------    -----------
<S>                                                                       <C>            <C>                  <C>
         California............................................           190            $70,473,500.48       31.39%
         New Jersey............................................            67             22,308,776.35        9.94
         New York..............................................            55             18,396,678.23        8.19
         Minnesota.............................................            41             14,581,401.51        6.49
         Virginia..............................................            36             11,762,489.89        5.24
         Connecticut...........................................            28              9,723,315.33        4.33
         Florida...............................................            24              8,307,277.35        3.70
         Illinois..............................................            25              8,057,804.93        3.59
         Pennsylvania..........................................            24              7,478,929.42        3.33
         Massachusetts.........................................            19              7,310,931.95        3.26
         Other.................................................           151             46,143,911.56       20.55
                                                                       ----------       ---------------      -------
         Total.................................................           660           $224,545,017.00      100.00%
                                                                       ----------       ---------------      -------
                                                                       ----------       ---------------      -------
</TABLE>

         Certain aspects of the cooperative loans included in the mortgage
pool differ from those of other types of mortgage loans. See "Certain Legal
Aspects of Mortgage Loans and Contracts--The Mortgage Loans--Cooperative
Loans" in the prospectus.

         Included below is a table showing the Credit Scores for some
mortgagors. Credit Scores are obtained by many mortgage lenders in connection
with mortgage loan applications to help assess a borrower's credit-worthiness.
Credit Scores are obtained from credit reports provided by various credit
reporting organizations, each of which may employ differing computer models
and methodologies. The Credit Score is designed to assess a borrower's credit
history at a single point in time, using objective information currently on
file for the borrower at a particular credit reporting organization.
Information utilized to create a Credit Score may include, among other things,
payment history, delinquencies on accounts, levels of outstanding
indebtedness, length of credit history, types of credit, and bankruptcy
experience. Credit Scores range from approximately 350 to approximately 840,
with higher scores indicating an individual with a more favorable credit
history compared to an individual with a lower score. However, a Credit Score
purports only to be a measurement of the relative degree of risk a borrower
represents to a lender, i.e., a borrower with a higher score is statistically
expected to be less likely to default in payment than a borrower with a lower
score. In addition, it should be noted that Credit Scores were developed to
indicate a level of default probability over a two-year period, which does not
correspond to the life of a mortgage loan. Furthermore, Credit Scores were not
developed specifically for use in connection with mortgage loans, but for
consumer loans in general, and assess only the borrower's past credit history.
Therefore, a Credit Score does not take into consideration the differences
between mortgage loans and consumer loans generally, or the specific
characteristics of the related mortgage loan, for example, the LTV ratio, the
collateral for the mortgage loan, or the debt to income ratio. There can be no
assurance that the Credit Scores of the mortgagors will be an accurate
predictor of the likelihood of repayment of the related mortgage loans or that
any mortgagor's Credit Score would not be lower if obtained as of the date of
this prospectus supplement.

                                                  Credit Score Distribution
<TABLE>
<CAPTION>

                                                                      Number of                            Percent of
                                                                       Mortgage           Principal         Mortgage
         Credit Score                                                   Loans              Balance            Pool
         ------------                                                 -----------        --------------    -----------
<S>                                                                   <C>             <C>                  <C>
           0 - 550 ............................................             2               $925,479.50        0.41%
         551 - 575.............................................             1                379,786.96        0.17
         601 - 625.............................................             6              1,718,073.64        0.77
         626 - 650.............................................            27              9,183,058.73        4.09
         651 - 675.............................................            55             17,970,515.50        8.00
         676 - 700.............................................            65             20,328,145.16        9.05
         701 - 725.............................................            93             31,591,495.02       14.07
         726 - 750.............................................           129             43,135,287.16       19.21
         751 - 775.............................................           172             59,989,377.54       26.72
         776 - 800.............................................            96             33,968,645.13       15.13
         801 - 825.............................................            14              5,355,152.66        2.38
                                                                       ----------       ---------------      -------
         Total.................................................           660           $224,545,017.00      100.00%
                                                                       ----------       ---------------      -------
                                                                       ----------       ---------------      -------
</TABLE>

         The weighted average Credit Score is approximately 735.

Primary Mortgage Insurance and Primary Hazard Insurance

         Each mortgage loan is required to be covered by a standard hazard
insurance policy, which is referred to as a primary hazard insurance policy.
In addition, to the best of the depositor's knowledge, each mortgage loan with
an LTV ratio at origination in excess of 80% will be insured by a primary
mortgage insurance policy, which is referred to as a primary insurance policy,
covering at least 30% of the principal balance of the mortgage loan at
origination if the LTV ratio is between 95.00% and 90.01%, except with respect
to one mortgage loan with an LTV ratio between 95.00% and 90.01% which will
each have a primary insurance policy covering at least 25% of the balance of
that mortgage loan at origination, at least 25% of the balance if the LTV
ratio is between 90.00% and 85.01%, except with respect to three mortgage
loans with an LTV ratio between 90.00% and 85.01% which will have a primary
insurance policy covering at least 12% of the balance of that mortgage loan at
origination, and at least 12% of the balance if the LTV ratio is between
85.00% and 80.01%.

         Substantially all of the primary insurance policies were issued by
United Guaranty Insurance. See "Description of Insurance" in the prospectus.

Additional Information

         The description in this prospectus supplement of the mortgage pool
and the mortgaged properties is based upon the mortgage pool as constituted at
the close of business on the cut-off date, as adjusted for the scheduled
principal payments due on or before the cut-off date. Prior to the issuance of
the offered certificates, mortgage loans may be removed from the mortgage pool
as a result of incomplete documentation or otherwise, if the depositor deems
that removal necessary or appropriate. A limited number of other mortgage
loans may be added to the mortgage pool prior to the issuance of the offered
certificates. The depositor believes that the information in this prospectus
supplement will be substantially representative of the characteristics of the
mortgage pool as it will be constituted at the time the offered certificates
are issued although the range of mortgage rates and maturities and some other
characteristics of the mortgage loans in the mortgage pool may vary.

         A current report on Form 8-K will be available to purchasers of the
offered certificates and will be filed, together with the pooling and
servicing agreement, with the Securities and Exchange Commission after the
initial issuance of the offered certificates. In the event mortgage loans are
removed from or added to the mortgage pool as described in the preceding
paragraph, that removal or addition will be noted in the current report.

Underwriting Standards

         The underwriting standards of Cendant generally allow loan-to-value
ratios at origination of up to 95% for mortgage loans with original principal
balances of up to $400,000, up to 80% for mortgage loans with original
principal balances of up to $650,000, up to 75% for mortgage loans with
original principal balances in excess of $750,000 and up to 60% for mortgage
loans with original principal balances of up to $1,000,000. Any mortgage loans
originated with an LTV ratio at origination in excess of 80% are required to
have primary mortgage insurance. In determining whether a prospective borrower
has sufficient monthly income available (i) to meet the borrower's monthly
obligation on the proposed mortgage loan and (ii) to meet monthly housing
expenses and other financial obligations including the borrower's monthly
obligations on the proposed mortgage loan, Cendant generally applies ratios of
up to 33% and 38%, respectively, of the proposed borrower's acceptable stable
monthly gross income. From time to time, Cendant makes loans where these
ratios are exceeded. In those instances, Cendant's underwriters typically look
at mitigating factors such as the liquidity of the mortgagor, the stability of
the real estate market where the property is located, and local economic
conditions. In addition, with respect to mortgage loans secured by
owner-occupied condominium units, Cendant generally will fund up to the lesser
of 10 units or 50% of the total units in a project.

         Cendant also originates mortgage loans pursuant to alternative sets
of underwriting criteria under its reduced documentation and no income, no
asset programs. Both of these programs are designed to facilitate the loan
approval process. Under both of these programs, certain documentation
concerning income/employment and asset verification is reduced or excluded.
Loans underwritten under both of these programs are limited to borrowers who
have demonstrated an established ability and willingness to repay the mortgage
loans in a timely fashion. Permitted maximum loan-to-value ratios under both
programs are more restrictive than those under the standard underwriting
criteria of Cendant.

         From time to time, exceptions to Cendant's underwriting policies may
be made. Such exceptions may be made only on a loan-by-loan basis at the
discretion of Cendant's underwriter. Exceptions may be made only after careful
consideration of certain mitigating factors such as borrower capacity,
liquidity, employment and residential stability and local economic conditions.

Assignment of Mortgage Loans

         On the closing date, the sellers will, pursuant to a mortgage loan
purchase agreement between the sellers and the depositor dated August 1, 2000
transfer to the depositor and the depositor will in turn transfer to the
trust, all of its right, title and interest in and to each mortgage loan, the
related mortgage note and other related documents, including all payments
received after the cut-off date (except payments that represent scheduled
principal and interest on the mortgage loans due on or before the cut-off
date). Each mortgage loan transferred to the trust will be identified on a
mortgage loan schedule that will be delivered to the trustee pursuant to the
pooling and servicing agreement. The mortgage loan schedule will include
information as to the principal balance of each mortgage loan as of the
cut-off date, as well as information with respect to the mortgage rates on the
mortgage loans.

         Cendant will make certain representations and warranties with respect
to all of the mortgage loans, including those sold by Bishop's Gate. In
addition, Bishop's Gate will make certain limited representations and
warranties with respect to the mortgage loans sold by it. Pursuant to the
pooling and servicing agreement, Cendant or Bishop's Gate, as applicable,
will, upon discovery of a breach of any such representation and warranty made
by it which materially and adversely affects the interest of the
certificateholders in the mortgage loans, generally have a period of 60 days
from receipt of notice to effect a cure. With respect to certain document
delivery requirements Cendant may have 120 days to complete delivery. If the
breach cannot be cured within such period, Cendant or Bishop's Gate, as
applicable, will be obligated to (i) substitute for such defective mortgage
loan a Replacement Mortgage Loan if such substitution is within two years of
the closing date or (ii) purchase such defective mortgage loan from the trust
at a price, referred to in this prospectus supplement as the purchase price,
equal to the outstanding principal balance of such defective mortgage loan as
of the date of purchase, plus unpaid interest thereon from the date interest
was last paid or with respect to which interest was advanced and not
reimbursed through the end of the calendar month in which the purchase
occurred, plus the amount of any unreimbursed servicing advances made by the
servicer.

         A "Replacement Mortgage Loan" is a mortgage loan substituted by
Cendant for a defective mortgage loan that must, on the date of substitution,
as confirmed in an officers' certificate of Cendant delivered to the trustee:

         o    have an outstanding principal balance, after deduction of the
              principal portion of the scheduled monthly payment due in the
              month of substitution (or in the case of a substitution of more
              than one mortgage loan for the defective mortgage loan, an
              aggregate principal balance after the deduction), not in excess
              of the principal balance of the defective mortgage loan (the
              amount of any shortage to be deposited by Cendant in the
              certificate account in the month of substitution);

         o    at the time of substitution have a Net Mortgage Rate equal to or
              exceeding the Net Mortgage Rate of the defective mortgage loan;

         o    have an LTV ratio no higher than the LTV ratio of the defective
              mortgage loan;

         o    have a remaining term to maturity no greater than (and not more
              than one year less than) the defective mortgage loan;

         o    be of the same or better credit quality classification as that
              of the defective mortgage loan; and

         o    comply with each representation and warranty relating to the
              mortgage loans as of the date of substitution.

         Any Replacement Mortgage Loan substituted for a Class P Mortgage
Loan, shall have a Class P Fraction equal to the Class P Fraction of the
defective mortgage loan.

Bishop's Gate

         Certain of the mortgage loans in the mortgage pool will be
transferred to the depositor by Bishop's Gate pursuant to the mortgage loan
purchase agreement on the closing date. All of these mortgage loans were
previously purchased from Cendant by Bishop's Gate. Bishop's Gate (formerly
Cendant Residential Mortgage Trust) is a special purpose, bankruptcy-remote
Delaware business trust originally formed as of April 13, 1998. Bishop's Gate
was formed for the sole purpose of purchasing mortgage loans from time to time
from Cendant, and selling and securitizing such mortgage loans to third
parties, subject to certain aging limitations, including the requirement that
no mortgage loan may be held by Bishop's Gate for more than one year. Bishop's
Gate has obtained, and will obtain, funding for the purchase of mortgage loans
by, from time to time, issuing commercial paper, borrowing, and issuing one or
more series of notes and/or certificates.

                                 THE SERVICER

         On April 30, 1997, PHH Corporation, the parent of Cendant (then known
as PHH Mortgage Services Corporation), announced that it had merged with HFS
Incorporated ("HFS") pursuant to which PHH Corporation became a subsidiary of
HFS. On December 18, 1997, HFS announced it had merged with CUC International,
Inc. ("CUC"). The new company name is Cendant Corporation ("Cendant
Corporation"). Cendant Corporation's primary business segments include travel
related services businesses that facilitate vacation timeshare exchanges,
franchise car rentals and hotel businesses; real estate related services
businesses that franchise real estate brokerage businesses, provide home
buyers with mortgages, and assist in employee relocations; and alliance
marketing related services businesses that provide an array of value driven
products and services.

         Cendant is the seventh largest originator of residential first
mortgage loans in the United States as reported by "Inside Mortgage Finance"
in June 2000, and, on a retail basis, the sixth largest originator in June
2000. Cendant offers services consisting of the origination, sale and
servicing of residential first mortgage loans. A full line of first mortgage
products are marketed to consumers through relationships with corporations,
affinity groups, financial institutions, real estate brokerage firms,
including CENTURY 21(R), COLDWELL BANKER(R) and ERA(R) franchisees, and other
mortgage banks.

         Copies of PHH Corporation's Annual Report on Form 10K/A for the year
ended December 31, 1999 may be inspected at the public reference facilities
maintained by the SEC at 450 5th Street, N.W., Washington, D.C. 20549 and
copies of such material may be obtained at the Public Reference Section of the
SEC at the same address at prescribed rates. In addition, the SEC maintains a
public access site on the Internet through the World Wide Web at which site
reports, information statements and other information, including all
electronic filings, regarding PHH Corporation may be viewed. The Internet
address of such World Wide Web site is http://www.sec.gov.

         The Servicer's executive offices are located at 3000 Leadenhall Road,
Mt. Laurel, New Jersey 08054, and its telephone number is (856) 439-6000.

         As of December 31, 1999, Cendant provided servicing for approximately
$52.2 billion aggregate principal amount of mortgage loans, substantially all
of which are being serviced for unaffiliated persons.

         The following table sets forth the number and dollar value of
Cendant's mortgage loan production for the periods indicated:

                           Mortgage Loan Production

                                                                  December 31
<TABLE>
<CAPTION>

                                   1995             1996            1997             1998              1999
                                   ----             ----            ----             ----              ----
Total Loans

<S>                                 <C>              <C>             <C>             <C>             <C>
  Number of Loans                   50,333           70,929          90,692          198,187         197,823
  Volume of Loans
  (in millions)                     $5,755.4         $8,292.6       $11,720          $26,009         $25,569
Average Loan

Balance                           $114,356         $116,916        $129,228         $131,233        $129,253
</TABLE>


         Cendant believes that the increase in number and dollar amount of
loans in 1996, 1997 and 1998 are attributable to increased market penetration
for existing clients as well as additional new clients resulting in part from
the merger with HFS. Cendant believes that the decrease in the number and
dollar amount of loans in 1999 is attributable to the higher interest rate
environment resulting in a decrease in refinance volume.

         Delinquency and Foreclosure Experience. The following table sets
forth the delinquency and foreclosure experience of residential mortgage loans
funded and serviced by Cendant, as of the dates indicated. Cendant's portfolio
of mortgage loans may differ significantly from the mortgage loans included in
the mortgage pool in terms of interest rates, principal balances, geographic
distribution, loan to value ratios and other possibly relevant
characteristics. There can be no assurance, and no representation is made,
that the delinquency and foreclosure experience with respect to the mortgage
loans in the mortgage pool will be similar to that reflected in the table
below, nor is any representation made as to the rate at which losses may be
experienced on liquidation of defaulted mortgage loans in the mortgage pool.
The actual loss and delinquency experience on the mortgage loans will depend,
among other things, upon the value of the real estate securing such mortgage
loans and the ability of borrowers to make required payments.

      Delinquency and Foreclosure Experience in the Servicer's Portfolio
             of One-to Four-Family, Residential Mortgage Loans(1)
<TABLE>
<CAPTION>

                                                               As of December 31,
                                                               ------------------
                                      1996                 1997                  1998                 1999
                                      ----                 ----                  ----                 ----
                               No. of    Principal  No. of    Principal  No. of    Principal   No. of    Principal
                                Loans     Balance    Loans     Balance    Loans     Balance     Loans     Balance
                               --------  ---------  -------   ---------  -------   ----------  -------   ----------

<S>                             <C>        <C>       <C>        <C>       <C>         <C>       <C>        <C>
Total Portfolio                 224,622    $24,825   262,754    $29,702   370,937     $43,041   443,744    $52,158

Period of Delinquency(2) (3)
         30-59 Days               3,334       $344     5,082       $526     8,509        $898     9,465       $959
         Percent Delinquent        1.5%       1.4%      1.9%       1.8%      2.3%        2.1%      2.1%       1.8%
         60-89 Days                 576        $71       961        $96     1,572        $157     1,756       $164
         Percent Delinquent        0.3%       0.3%      0.4%       0.3%      0.4%        0.4%      0.4%       0.3%
         90 Days or more              0         $0       324        $28       932         $92     1,503       $137
         Percent Delinquent        0.0%       0.0%      0.1%       0.1%      0.3%        0.2%      0.3%       0.3%
Total Delinquencies(4)            3,910       $415     6,367       $650    11,013      $1,147    12,724     $1,260
Percent Total Delinquencies        1.7%       1.7%      2.4%       2.2%      3.0%        2.7%      2.9%       2.4%
Foreclosure/Bankruptcies/
         Real Estate Owned        1,340       $149     2,105       $217     2,881        $272     4,583       $320
Percent Foreclosure
         Bankruptcy/REO(5)         0.6%       0.6%      0.8%       0.7%      0.8%        0.6%      1.0%       0.6%
</TABLE>

(1)      The table shows mortgage loans which were delinquent or for which
         foreclosure proceedings had been instituted as of the date indicated.
         All dollar amounts are in millions and have been rounded to the
         nearest whole number.
(2)      No mortgage loan is included in this table as delinquent until it is
         30 days past due.
(3)      Bankruptcies are included in the delinquency calculations and also in
         the "ForeclosureBankruptcies/Rea1 Estate Owned" category. The
         Foreclosures and Real Estate Owned categories are excluded from the
         delinquency calculations.
(4)      Entries may not add up to total due to rounding.
(5)      Percentages stated are of the total servicing portfolio.

         While the above foreclosure and delinquency experience is typical of
Cendant's recent experience, there can be no assurance that experience on the
mortgage loans will be similar. As a result of the rapid growth experienced by
Cendant, its servicing portfolio is relatively unseasoned. Accordingly, the
information should not be considered to reflect the credit quality of the
mortgage loans, or as a basis for assessing the likelihood, amount or severity
of losses on the mortgage loans. The statistical data in the table is based on
all of the loans in Cendant's servicing portfolio. The mortgage loans may be
more recently originated than, and are likely to have other characteristics
which distinguish them from, the majority of the loans in Cendant's servicing
portfolio.

Recent Developments

         On April 15, 1998, Cendant Corporation announced that in the course
of transferring responsibility for Cendant Corporation's accounting functions
from the former CUC personnel to former HFS accounting personnel and preparing
for the reporting of first quarter 1998 financial results, it had discovered
accounting irregularities in certain CUC business units. Upon discovering such
accounting irregularities in certain former CUC business units, the Audit
Committee of Cendant Corporation's Board of Directors together with its
counsel, assisted by auditors, immediately began an intensive investigation
that resulted, in part, in Cendant Corporation restating its previously
reported financial results for 1997, 1996 and 1995.

         As a result of these accounting irregularities, more than 70 lawsuits
claiming to be class action lawsuits, two lawsuits claiming to be brought
derivatively on Cendant Corporation's behalf and several individual lawsuits
have been filed against Cendant Corporation and other defendants, asserting
various claims under the federal securities laws and certain state statutory
and common laws, including claims that Cendant Corporation allegedly knew or
should have known that they caused the price of Cendant Corporation's
securities to be artificially inflated. In addition, the staff of the
Securities and Exchange Commission (the "SEC") and the United States Attorney
for the District of New Jersey are conducting investigations relating to the
accounting issues. Please see Cendant Corporation's Annual Report on Form
10-K/A for the fiscal year ending December 31, 1998. As it concerned Cendant
Corporation, the SEC investigation was resolved on June 14, 2000 via the
issuance of an administrative order ("Order") by the SEC. Without admitting or
denying the findings contained therein, Cendant Corporation consented to the
issuance of the Order, which orders Cendant Corporation to cease and desist
from future violations of the federal securities laws. In fashioning its
Order, the SEC recognized remedial acts promptly undertaken by Cendant
Corporation and cooperation afforded the SEC. The Order can be viewed on the
SEC's website referred to above.

         On December 7, 1999, Cendant Corporation announced that it reached a
preliminary agreement to settle the principal securities class action pending
against it in the U.S. district Court in Newark, New Jersey relating to the
aforementioned class action lawsuits. Under the agreement, Cendant Corporation
would pay the class members $2.83 billion in cash. The settlement was approved
by the U.S. District Court on August 15, 2000, but the approval remains
subject to appeal for a period of thirty days. If an appeal of the settlement
approval is filed, Cendant Corporation can make no assurances that the final
outcome or settlement of such proceeding will not be for an amount greater
than that set forth in the approved settlement. Please see Cendant
Corporation's Form 8-K, dated December 27, 1999, for a description of the
agreement to settle the common stock class action litigation.

         The accounting irregularities described above did not include PHH
Corporation or any of its subsidiaries, including Cendant.

         See "Risk Factors--Recent Developments Regarding Cendant Corporation,
the Indirect Parent of the Servicer, Could Cause a Greater Risk of Loss With
Respect to the Mortgage Loans" in this prospectus supplement.

                        DESCRIPTION OF THE CERTIFICATES

General

         The CDMC Mortgage-Backed Pass-Through Certificates, Series 2000-5,
will include the following seven classes of Senior Certificates:

         o    Class A-1 Certificates;

         o    Class A-2 Certificates;

         o    Class A-3 Certificates or the Accrual Certificates;

         o    Class A-4 Certificates or the Lockout Certificates;

         o    Class P Certificates;

         o    Class S Certificates; and

         o    Class R Certificates or the Residual Certificates.

         The Class A-1 Certificates and Class A-2 Certificates are
collectively referred to in this prospectus supplement as the Accretion
Directed Certificates. In addition to the Senior Certificates, the CDMC
Mortgage- Backed Pass-Through Certificates, Series 2000-5, will also include:
one class of mezzanine certificates which are designated as the Class M-1
Certificates, and six classes of subordinate certificates which are designated
as the Class B-1 Certificates, Class B-2 Certificates, Class B-3 Certificates
(together, the Class B-1, Class B-2 and Class B-3 Certificates, the "Senior
Subordinate Certificates"), Class B-4 Certificates, Class B-5 Certificates and
Class B-6 Certificates (together, the Class B-4, Class B-5 and Class B-6
Certificates, the "Junior Subordinate Certificates" and, together with the
Senior Subordinate Certificates, the "Subordinate Certificates"). Only the
Class A Certificates, the Class M-1 Certificates, the Class B-1 Certificates,
the Class B-2 Certificates, the Class B-3 Certificates and the Class R
Certificates are offered hereby and these certificates are collectively
referred to in this prospectus supplement as the offered certificates.

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

         o    the mortgage loans, together with their mortgage files, and
              together with all collections on them and their proceeds,

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

         o    the trustee's rights with respect to the mortgage loans under
              all insurance policies required to be maintained pursuant to the
              pooling and servicing agreement and their proceeds,

         o    the depositor's rights under the mortgage loan purchase
              agreement,

         o    the Custodial Account, the Certificate Account and the assets
              that are deposited in them from time to time;

         o    all proceeds of any of the foregoing.

         Notwithstanding the foregoing, however, the trust specifically
excludes all payments and other collections of principal and interest due on
the mortgage loans on or before the cut-off date.

         The Senior Certificates will evidence in the aggregate an initial
beneficial ownership interest of approximately 96.00% in the trust. The Class
M-1, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6
Certificates will evidence in the aggregate an initial beneficial ownership
interest of approximately 0.25%, 1.60%, 0.75%, 0.40%, 0.45%, 0.25% and 0.30%,
respectively, in the trust. The offered certificates, other than the Class R
Certificates, will be issued only in minimum denominations of $25,000
Certificate Principal Balance and in integral multiples of $1 in excess of
that. The Class R Certificates will be issued in registered, certificated form
in minimum denominations of a 20% percentage interest, except, in the case of
one Class R Certificate, as otherwise described in the prospectus under
"Material Federal Income Tax Consequences."

Book-Entry Registration

         The offered certificates, other than the Class R Certificates, which
are referred to in this prospectus supplement as the book-entry certificates,
will be issued, maintained and transferred on the book-entry records of DTC
and its participants. Any person acquiring an interest in any book-entry
certificates will hold its certificate through DTC, if it is a participant in
that system, or indirectly through organizations which are participants in
that system. The book-entry certificates will be represented by one or more
certificates registered in the name of the nominee of DTC. The depositor has
been informed by DTC that DTC's nominee will be Cede & Co.

         Beneficial owners 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, beneficial owners will receive all
distributions of principal of and interest on the book-entry certificates from
the paying agent through DTC and participants. Accordingly, beneficial owners
may experience delays in their receipt of payments. Unless and until
definitive certificates are issued for the book-entry certificates it is
anticipated that the only registered certificateholder of the book-entry
certificates will be Cede, as nominee of DTC. No beneficial owner will be
entitled to receive a certificate of any class in fully registered form,
referred to in this prospectus supplement as a definitive certificate, except
as described in this prospectus supplement. Beneficial owners will not be
recognized by the trustee or the servicer as certificateholders, as the term
is used in the pooling and servicing agreement, and beneficial owners will be
permitted to receive information furnished to certificateholders and to
exercise the rights of certificateholders only indirectly through DTC, its
participants and indirect participants.

         Under the rules, regulations and procedures creating and affecting
DTC and its operations, DTC is required to make book-entry transfers of the
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 beneficial owners have
accounts for the book-entry certificates similarly are required to make
book-entry transfers and receive and transmit distributions on behalf of their
respective beneficial owners. Accordingly, although beneficial owners will not
possess physical certificates evidencing their interests in the book-entry
certificates, DTC's rules provide a mechanism by which beneficial owners,
through their participants and indirect participants, will receive
distributions and will be able to transfer their interests in the book-entry
certificates.

         None of the depositor, the servicer or the trustee will have any
liability for any actions taken by DTC or its nominee, including, without
limitation, actions 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, as nominee for DTC, or for maintaining, supervising or reviewing
any records relating to the beneficial ownership interests.

Definitive Certificates

         Definitive certificates will be issued to beneficial owners or their
nominees, respectively, rather than to DTC or its nominee, only under the
following limited conditions:

         o    the depositor notifies the trustee in writing that DTC is no
              longer willing or able to discharge its responsibilities as
              depository in relation to the book-entry certificates and the
              trustee and the depositor are unable to locate a qualified
              successor;

         o    the depositor elects to terminate the book-entry system through
              DTC; or

         o    after the occurrence of an event of default under the pooling
              and servicing agreement, holders of book-entry certificates
              evidencing at least 66 2/3% of the aggregate outstanding
              certificate principal balance of the book-entry certificates,
              advise the trustee and DTC that the use of the book-entry system
              through DTC is no longer in the best interests of the holders of
              the book-entry certificates.

         On the occurrence of any of the events described above, DTC is
required to notify all DTC participants of the availability of definitive
certificates. On surrender by DTC of the definitive certificates representing
the book-entry certificates and on receipt of instructions from DTC for
re-registration, the trustee will reissue the book-entry certificates as
definitive certificates issued in the respective principal amounts owned by
individual beneficial owners, and thereafter the trustee and the servicer will
recognize the holders of the definitive certificates as certificateholders
under the pooling and servicing agreement.

Glossary of Terms

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

         Available Distribution Amount--For any distribution date, the sum of:

         (a)  all scheduled installments of interest, net of the related
              servicing and trustee fees, and principal due on the due date in
              the month in which that distribution date occurs and received
              prior to the related determination date on the mortgage loans,
              together with any advances for the mortgage loans;

         (b)  all Insurance Proceeds (to the extent not applied to restoration
              of the mortgaged property or released to the mortgagor in
              accordance with the servicer's standard servicing procedures)
              and Liquidation Proceeds received during the calendar month
              preceding the month of that distribution date on the mortgage
              loans, in each case net of unreimbursed expenses incurred in
              connection with a liquidation or foreclosure and unreimbursed
              advances, if any;

         (c)  all partial and full principal prepayments received during the
              month preceding the month of that distribution date on the
              mortgage loans, exclusive of prepayment penalties and premiums;

         (d)  amounts received for that distribution date in respect of the
              substitution of a mortgage loan, the purchase of a deleted
              mortgage loan, or a repurchase of a mortgage loan by a seller or
              the servicer as of that distribution date;

         (e)  any amounts payable as Compensating Interest by the servicer on
              that distribution date on the mortgage loans; and

         (f)  minus, in the case of clauses (a) through (d) above, the amounts
              to which the servicer is entitled under the pooling and
              servicing agreement, including accrued and unpaid servicing
              fees, unreimbursed advances and certain expenses.

         With respect to any distribution date, the due date is the first day
of the month in which that distribution date occurs and the determination date
is the 10th day of the month in which that distribution date occurs or, if
that day is not a business day, the immediately succeeding business day.

         Bankruptcy Losses--A Realized Loss incurred as a result of Debt
Service Reduction and Deficient Valuations.

         Certificate Principal Balance--For each Class of Class A, Class M-1,
Class B and Class P Certificates, as of any date of determination, is the
initial Certificate Principal Balance stated on its face as reduced for all
distributions of principal and allocations of Realized Losses on the
distribution dates before the date of determination and for the Class A-3
Certificates, after increasing their Certificate Principal Balance on each
distribution date on or before the Class A-3 Accretion Termination Date by an
amount equal to the Class A-3 Accrual Amount.

         Class A-3 Accretion Termination Date--The earlier to occur of

         o    the distribution date on which the aggregate Certificate
              Principal Balance of the Class A-1 and Class A-2 Certificates
              has been reduced to zero and

         o    the Credit Support Depletion Date.

         Class A-3 Accrual Amount--On each distribution date on or before the
Class A-3 Accretion Termination Date, an amount equal to the accrued interest
that would otherwise be distributable in respect of the Class A-3 Certificates
on that distribution date. On each distribution date on or after the Class A-3
Accretion Termination Date, the entire Class A-3 Accrual Amount for that date
will be payable to the holders of the Class A-3 Certificates, as interest, to
the extent not required to fully reduce the Certificate Principal Balance of
the Class A-1 and Class A-2 Certificates to zero on the Class A-3 Accretion
Termination Date; provided, however, that if the Class A-3 Accretion
Termination Date is the Credit Support Depletion Date, the entire Class A-3
Accrual Amount for that date will be payable as interest to the holders of the
Class A-3 Certificates. See "--Distributions of Interest" in this prospectus
supplement.

         Class A-4 Adjusted Percentage--For any distribution date, the product
of the Class A-4 Percentage and the Step Down Percentage.

         Class A-4 Lockout Principal Distribution Amount--For any distribution
date, the Class A-4 Adjusted Percentage of the Senior Principal Distribution
Amount.

         Class A-4 Percentage--For any distribution date, the lesser of (a)
100% and (b) the Certificate Principal Balance of the Class A-4 Certificates
immediately prior to that distribution date divided by the aggregate
Certificate Principal Balance of the Senior Certificates, less the Certificate
Principal Balance of the Class P Certificates, as of the due date in the month
of such distribution date. The Class A-4 Percentage as of the closing date
will be approximately 10.43%.

         Class Notional Amount--With respect to any distribution date and the
Class S Certificates, the product of (x) the aggregate scheduled principal
balance, as of the second preceding due date after giving effect to payments
scheduled to be received as of that due date, whether or not received, or with
respect to the initial distribution date, as of the cut-off date, of the
Premium Rate Mortgage Loans and (y) a fraction, the numerator of which is the
weighted average of the Stripped Interest Rates for the Premium Rate Mortgage
Loans as of that due date and the denominator of which is 7.750%. The Class
Notional Amount for the Class S Certificates as of the closing date will be
approximately $15,940,757.

         Class P Fraction--With respect to each Class P Mortgage Loan, a
fraction, the numerator of which is 7.750% minus the Net Mortgage Rate on that
Class P Mortgage Loan and the denominator of which is 7.750%. The Class P
Certificates will be entitled to payments based on the Class P Fraction of the
Class P Mortgage Loans.

         Class P Mortgage Loans--The mortgage loans having Net Mortgage Rates
less than 7.750% per annum.

         Class P Principal Distribution Amount--For each distribution date, an
amount equal the Class P Fraction of the sum of (i) scheduled principal due
(whether or not received), (ii) unscheduled collections of principal received
and (iii) Realized Losses, in each case, on or in respect of a Class P
Mortgage Loan for that distribution date.

         Credit Support Depletion Date--The first distribution date on which
the aggregate Certificate Principal Balance of the Class M-1 and Class B
Certificates has been or will be reduced to zero.

         Debt Service Reduction--With respect to any mortgage loan, a
reduction in its scheduled monthly payment by a court of competent
jurisdiction in a proceeding under the United States Bankruptcy Code, except a
reduction constituting a Deficient Valuation or any reduction that results in
a permanent forgiveness of principal.

         Deficient Valuation--With respect to any mortgage loan, a valuation
by a court of competent jurisdiction in a proceeding under the United States
Bankruptcy Code in an amount less than the then outstanding indebtedness under
the mortgage loan, or that results in a permanent forgiveness of principal.

         Excess Losses--Special Hazard Losses in excess of the Special Hazard
Loss Coverage Amount; Bankruptcy Losses in excess of the Bankruptcy Loss
Coverage Amount and Fraud Losses in excess of the Fraud Loss Coverage Amount.

         Extraordinary Losses--A Realized Loss occasioned by war, civil
insurrection, certain governmental actions, nuclear reaction and certain other
risks.

         Fraud Loss--A Realized Loss sustained on a Liquidated Mortgage Loan
by reason of a default arising from fraud, dishonesty or misrepresentation.

         Insurance Proceeds--Amounts paid pursuant to any insurance policy
with respect to a mortgage loan that have not been used to restore the related
mortgaged property or released to the mortgagor in accordance with the terms
of the pooling and servicing agreement, subject to the terms and conditions of
the related mortgage note and mortgage.

         Liquidated Mortgage Loan--A mortgage loan for which the servicer has
determined that it has received all amounts that it expects to recover from or
on account of the mortgage loan, whether from Insurance Proceeds, Liquidation
Proceeds or otherwise.

         Liquidation Principal--The principal portion of Liquidation Proceeds
received on a mortgage loan that became a Liquidated Mortgage Loan, but not in
excess of the principal balance of that mortgage loan, during the calendar
month preceding the month of the distribution date, exclusive of the portion
thereof, if any, attributable to the Class P Principal Distribution Amount.

         Liquidation Proceeds--Amounts other than Insurance Proceeds received
in connection with the liquidation of a defaulted mortgage loan, whether
through trustee's sale, foreclosure sale, or otherwise or amounts received in
connection with any condemnation or partial release of a mortgaged property.

         Net Mortgage Rate--With respect to any mortgage loan, the rate per
annum equal to the mortgage rate minus the rate at which the expense fees
accrue. The mortgage rate of a mortgage loan is the rate at which interest
accrues on that mortgage loan in accordance with the terms of the related
mortgage note.

         Premium Rate Mortgage Loans--The mortgage loans having Net Mortgage
Rates in excess of 7.750% per annum.

         Principal Payment Amount--For any distribution date the sum of

         o    scheduled principal payments on the mortgage loans due on the
              due date immediately before the distribution date,

         o    the principal portion of repurchase proceeds received with
              respect to any mortgage loan that was repurchased as permitted
              or required by the pooling and servicing agreement during the
              calendar month preceding the month of the distribution date and

         o    any other unscheduled payments of principal that were received
              on the mortgage loans during the preceding calendar month, other
              than Principal Prepayments or Liquidation Principal.

         Principal Prepayment Amount--For any distribution date, the sum of
all partial prepayments or prepayments in full which were received during the
calendar month preceding that distribution date.

         Principal Prepayments--Any mortgagor payment or other recovery of
principal on a mortgage loan that is received in advance of its scheduled due
date and is not accompanied by an amount as to interest representing scheduled
interest due on any date or dates in any month or months subsequent to the
month of prepayment.

         Realized Loss--The amount determined by the servicer and evidenced by
an officers' certificate delivered to the trustee, in connection with any
mortgage loan equal to:

         o    for any Liquidated Mortgage Loan, the excess of its principal
              balance plus interest at a rate equal to the applicable Net
              Mortgage Rate from the due date as to which interest was last
              paid up to the first due date after the liquidation over any
              proceeds received in connection with the liquidation, after
              application of all withdrawals permitted to be made by the
              servicer from the Custodial Account for the mortgage loan,

         o    for any mortgage loan that has become the subject of a Deficient
              Valuation, the excess of the principal balance of the mortgage
              loan over the principal amount as reduced in connection with the
              proceedings resulting in the Deficient Valuation,

         o    for any mortgage loan that has become the subject of a Debt
              Service Reduction, the present value of all monthly Debt Service
              Reductions on the mortgage loan, assuming that the mortgagor
              pays each scheduled monthly payment on the applicable due date
              and that no principal prepayments are received on the mortgage
              loan, discounted monthly at the applicable mortgage rate, or

         o    the amount of any reduction by the servicer to the principal
              balance of the mortgage loan pursuant to any modification
              permitted by the pooling and servicing agreement.

         Senior Liquidation Amount--For any distribution date will equal the
aggregate, for each mortgage loan that became a Liquidated Mortgage Loan
during the calendar month preceding the month of that distribution date, of
the lesser of (i) the Senior Percentage of the Stated Principal Balance of
that mortgage loan (exclusive of the Class P Fraction of that balance, with
respect to any Class P Mortgage Loan) and (ii) the Senior Prepayment
Percentage of the Liquidation Principal with respect to that mortgage loan.

         Senior Percentage--For any distribution date will equal the aggregate
Certificate Principal Balance of the Class A and Class R Certificates divided
by the aggregate Certificate Principal Balance of the Class A, Class M-1,
Class B and Class R Certificates, in each case immediately prior to any
allocations of losses or distributions on that distribution date; provided,
however, in no event will the Senior Percentage exceed 100%.

         Senior Prepayment Percentage--For any distribution date before
September 2005, 100%. During the next four years, this percentage will be
calculated as follows:

         o    for any distribution date occurring in or between September 2005
              and August 2006, the Senior Percentage for that distribution
              date plus 70% of the Subordinate Percentage for that
              distribution date;

         o    for any distribution date occurring in or between September 2006
              and August 2007, the Senior Percentage for that distribution
              date plus 60% of the Subordinate Percentage for that
              distribution date;

         o    for any distribution date occurring in or between September 2007
              and August 2008, the Senior Percentage for that distribution
              date plus 40% of the Subordinate Percentage for that
              distribution date;

         o    for any distribution date occurring in or between September 2008
              and August 2009, the Senior Percentage for that distribution
              date plus 20% of the Subordinate Percentage for that
              distribution date; and

         o    for any distribution date thereafter, the Senior Prepayment
              Percentage will equal the Senior Percentage for that
              distribution date.

         There are important exceptions to the calculations of the Senior
Prepayment Percentage described above. On any distribution date, if the Senior
Percentage for that distribution date exceeds the initial Senior Percentage as
of the closing date, then the Senior Prepayment Percentage for that
distribution date will equal 100%. Moreover, on any distribution date, if the
delinquencies or losses on the mortgage loans exceed certain limits specified
in the pooling and servicing agreement, then the Senior Prepayment Percentage
for that distribution date will equal 100%. Finally, if on any distribution
date the allocation to the Senior Certificates in the percentage required
would reduce the sum of the Certificate Principal Balances of those
Certificates below zero, the Senior Prepayment Percentage for that
distribution date will be limited to the percentage necessary to reduce that
sum to zero.

         Senior Principal Distribution Amount--For any distribution date the
sum of

         o    the Senior Percentage of the Principal Payment Amount (exclusive
              of the portion attributable to the Class P Principal
              Distribution Amount),

         o    the Senior Prepayment Percentage of the Principal Prepayment
              Amount (exclusive of the portion attributable to the Class P
              Principal Distribution Amount) and

         o    the Senior Liquidation Amount.

         Special Hazard Loss--A Realized Loss attributable to damage or a
direct physical loss suffered by a mortgaged property (including any Realized
Loss due to the presence or suspected presence of hazardous wastes or
substances on a mortgaged property) other than any such damage or loss covered
by a hazard policy or a flood insurance policy required to be maintained in
respect of such mortgaged property under the pooling and servicing agreement
or any loss due to normal wear and tear or certain other causes.

         Stated Principal Balance--As to any mortgage loan and any date of
determination, the principal balance of that mortgage loan 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
that mortgage loan on or before that date of determination, and as further
reduced to the extent that any Realized Loss on that mortgage loan has been
allocated to one or more classes of certificates on or before that date of
determination.

         Step Down Percentage--For any distribution date, the percentage
indicated below:

<TABLE>
<CAPTION>
                     DISTRIBUTION DATE OCCURRING IN                           STEP DOWN PERCENTAGE
                     ------------------------------                           --------------------
<S>                                                                               <C>
                   September 2000 through August 2005                                   0%
                   September 2005 through August 2006                                  30%
                   September 2006 through August 2007                                  40%
                   September 2007 through August 2008                                  60%
                   September 2008 through August 2009                                  80%
                   September 2009 and thereafter                                      100%
</TABLE>


         Stripped Interest Rate--For each Premium Rate Mortgage Loan, the
excess of the Net Mortgage Rate for that mortgage loan over 7.750% per annum.

         Subordinate Liquidation Amount--For any distribution date, the
excess, if any, of the aggregate Liquidation Principal for all mortgage loans
that became Liquidated Mortgage Loans during the calendar month preceding the
month of that distribution date, over the Senior Liquidation Amount for that
distribution date.

         Subordinate Percentage--For any distribution date, the excess of 100%
over the Senior Percentage for that date. The Senior Percentage and the
Subordinate Percentage as of the closing date will be approximately 96.00% and
4.00%, respectively.

         Subordinate Prepayment Percentage--For any distribution date, the
excess of 100% over the Senior Prepayment Percentage; provided, however, that
if the aggregate Certificate Principal Balance of the Class A and Class R
Certificates has been reduced to zero, then the Subordinate Prepayment
Percentage will equal 100%.

         Subordinate Principal Distribution Amount--For any distribution date
the sum of

         o    the Subordinate Percentage of the Principal Payment Amount
              (exclusive of the portion attributable to the Class P Principal
              Distribution Amount),

         o    the Subordinate Prepayment Percentage of the Principal
              Prepayment Amount (exclusive of the portion attributable to the
              Class P Principal Distribution Amount) and

         o    the Subordinate Liquidation Amount.

         Subordination Level--On any specified date is, with respect to any
Class of Class M-1 or Subordinate Certificates, the percentage obtained by
dividing the sum of the Certificate Principal Balances of all classes of
Subordinate Certificates that are subordinate in right of payment to that
class by the sum of the Certificate Principal Balances of all classes of
Certificates as of that date before giving effect to distributions or
allocations of Realized Losses on that date.

Priority of Distributions

         On each distribution date, beginning in September 2000, before the
Credit Support Depletion Date, to the extent of the Available Distribution
Amount, distributions will be made in the order and priority as follows:

         (i)     first, to the Class P Certificates, the Class P Principal
                 Distribution Amount;

         (ii)    second, to the Class A Certificates, Class R Certificates and
                 Class S Certificates, pro rata, accrued and unpaid interest
                 at their respective pass-through rates on their respective
                 Certificate Principal Balances or Class Notional Amount, as
                 applicable; provided, however, that on or before the Class
                 A-3 Accretion Termination Date, the amount of interest that
                 would otherwise be distributable to the Class A-3
                 Certificates pursuant to this clause (ii) will instead be
                 distributed as principal to the Class A-1 Certificates and
                 Class A-2 Certificates in the order and priority described in
                 "--Distributions of Principal-- Distribution of Accrued
                 Interest" in this prospectus supplement;

         (iii)   third, to the Class A Certificates and Class R Certificates,
                 as principal, the Senior Principal Distribution Amount, in
                 the order and priority described in " --Distributions of
                 Principal -- Senior Principal Distribution Amount" in this
                 prospectus supplement;

         (iv)    fourth, to the Class M-1 Certificates, accrued and unpaid
                 interest at the related pass-through rate on the Certificate
                 Principal Balance of the Class M-1 Certificates;

         (v)     fifth, to the Class M-1 Certificates, their pro rata share of
                 the Subordinate Principal Distribution Amount;

         (vi)    sixth, to the Class B-1 Certificates, accrued and unpaid
                 interest at the related pass-through rate on the Certificate
                 Principal Balance of the Class B-1 Certificates;

         (vii)   seventh, to the Class B-1 Certificates, their pro rata share
                 of the Subordinate Principal Distribution Amount;

         (viii)  eighth, to the Class B-2 Certificates, accrued and unpaid
                 interest at the related pass-through rate on the Certificate
                 Principal Balance of the Class B-2 Certificates;

         (ix)    ninth, to the Class B-2 Certificates, their pro rata share of
                 the Subordinate Principal Distribution Amount;

         (x)     tenth, to the Class B-3 Certificates, accrued and unpaid
                 interest at the related pass-through rate on the Certificate
                 Principal Balance of the Class B-3 Certificates;

         (xi)    eleventh, to the Class B-3 Certificates, their pro rata share
                 of the Subordinate Principal Distribution Amount;

         (xii)   twelfth, to the Junior Subordinate Certificates, interest and
                 principal in the same manner as for the Senior Subordinate
                 Certificates, first to the Class B-4 Certificates, then to
                 the Class B-5 Certificates and then to the Class B-6
                 Certificates;

         (xiii)  thirteenth, to the Class M-1 Certificates, up to the amount
                 of unreimbursed Realized Losses previously allocated to that
                 class, if any; provided, however, that any amounts
                 distributed pursuant to this clause (xiii) will not cause a
                 further reduction in the Certificate Principal Balance of the
                 Class M-1 Certificates;

         (xiv)   fourteenth, to each Class of the Class B Certificates in
                 order of seniority, up to the amount of unreimbursed Realized
                 Losses previously allocated to that class, if any; provided,
                 however, that any amounts distributed pursuant to this clause
                 (xiv) will not cause a further reduction in the Certificate
                 Principal Balances of any of the Class B Certificates; and

         (xv)    fifteenth, to the Class R Certificates.

         For the Class M-1 and each class of Class B Certificates, if on any
distribution date the related Subordination Level of that class is less than
that percentage as of the closing date, no distributions of principal
prepayments in full and partial principal prepayments will be made to any
class or classes junior to that class. The amount otherwise distributable to
the those classes will be allocated among the Class M-1 Certificates and the
remaining classes of Class B Certificates, if applicable, pro rata, based on
their respective Certificate Principal Balances.

         On each distribution date on or after the Credit Support Depletion
Date, distributions of the Available Distribution Amount will be made as
follows:

         (i)     first, to the Class P Certificates, the Class P Principal
                 Distribution Amount;

         (ii)    second, to the Class A Certificates and Class S Certificates,
                 pro rata, accrued and unpaid interest at their respective
                 pass-through rates on their respective Certificate Principal
                 Balances or Class Notional Amount, as applicable;

         (iii)   third, to the Class A Certificates, pro rata, as principal,
                 the Senior Principal Distribution Amount; and

         (iv)    fourth, to the Class R Certificates.

Distributions of Interest

         With respect to each class of certificates entitled to interest,
interest will be passed through monthly on each distribution date, beginning
in September 2000, except that interest accrued on the Class A-3 Certificates
on or before the Class A-3 Accretion Termination Date will be added to the
Certificate Principal Balance of the Class A-3 Certificates rather than
distributed as interest to the Class A-3 Certificates. For each distribution
date, an amount of interest will accrue on each class of certificates entitled
to interest, generally equal to 1/12th of the applicable pass-through rate for
that class multiplied by the related Certificate Principal Balance or Class
Notional Amount, as applicable. Interest to be distributed on the certificates
on any distribution date will consist of accrued and unpaid interest as of
previous distribution dates and interest accrued during the preceding calendar
month.

         The pass-through rate for the offered certificates entitled to
interest are listed in the table on page S-5 of this prospectus supplement and
in the notes to that table.

         The Class P Certificates will not be entitled to receive any
distributions of interest. The Class S Certificates will accrue interest on
the Class Notional Amount.

Compensating Interest.

         The servicer is obligated to remit to the Certificate Account on the
business day before each distribution date an amount equal to the lesser of:

         o    any shortfall for the previous month in interest collections
              resulting from Principal Prepayments made during the calendar
              month preceding the month of that distribution date; and

         o    the servicing fee the servicer is entitled to receive from the
              trust on the related distribution date.

         See "Certain Yield and Prepayment Considerations" and "Pooling and
Servicing Agreement -- Servicing Compensation, Compensating Interest and
Payment of Expenses" in this prospectus supplement.

Distributions of Principal

General.

         On each distribution date, certificateholders will be entitled to
receive principal distributions from the Available Distribution Amount to the
extent and in the priority described in this prospectus supplement. See "
--Priority of Distributions" in this prospectus supplement.

         The Class S Certificates will not be entitled to receive any
distributions of principal.

Class P Principal Distribution Amount.

         On each distribution date, the Class P Certificates will receive the
Class P Principal Distribution Amount for that distribution date, from the
Available Distribution Amount. The Class P Principal Distribution Amount will
be paid in the priority set forth above under "--Priority of Distributions."

Distribution of Accrued Interest.

         On each distribution date on or before the Class A-3 Accretion
Termination Date, the Class A-3 Accrual Amount will be distributed,
sequentially, as principal, as follows:

         (i)     first, to the Class A-1 Certificates, until the Certificate
                 Principal Balance of the Class A-1 Certificates has been
                 reduced to zero; and

         (ii)    second, to the Class A-2 Certificates, until the Certificate
                 Principal Balance of the Class A-2 Certificates has been
                 reduced to zero.

Senior Principal Distribution Amount.

         On each distribution date before the Credit Support Depletion Date,
an amount, up to the amount of the Senior Principal Distribution Amount for
that distribution date, will be distributed as principal, sequentially, as
follows:

         (i)     first, to the Class A-4 Certificates, the Class A-4 Lockout
                 Principal Distribution Amount, until the Certificate
                 Principal Balance of the Class A-4 Certificates has been
                 reduced to zero;

         (ii)    second, to the Class R Certificates, until the Certificate
                 Principal Balance of the Class R Certificates has been
                 reduced to zero;

         (iii)   third, to the Class A-1 Certificates, until the Certificate
                 Principal Balance of the Class A-1 Certificates has been
                 reduced to zero;

         (iv)    fourth, to the Class A-2 Certificates, until the Certificate
                 Principal Balance of the Class A-2 Certificates has been
                 reduced to zero;

         (v)     fifth, to the Class A-3 Certificates, until the Certificate
                 Principal Balance of the Class A-3 Certificates has been
                 reduced to zero; and

         (vi)    sixth, to the Class A-4 Certificates, any remaining portion
                 of that Senior Principal Distribution Amount, until the
                 Certificate Principal Balance of the Class A-4 Certificates
                 has been reduced to zero.

Subordinate Principal Distribution Amount.

         On each distribution date, an amount, up to the amount of the
Subordinate Principal Distribution Amount for that distribution date, will be
distributed as principal to the Class M-1 and Class B Certificates. On each
distribution date, except distribution dates on which the Subordination Level
for any class of the Class M-1 or Class B Certificates is less than the
Subordination Level for that class as of the closing date, each class of the
Class M-1 and Class B Certificates will be entitled to receive its pro rata
share, by Certificate Principal Balance, of the Subordinate Principal
Distribution Amount, to the extent of the Available Distribution Amount
remaining after distributions of interest and principal to the Senior
Certificates and each other class of certificates senior to that class and
distributions of interest to that class. See "--Priority of Distributions" in
this prospectus supplement. The relative seniority, from highest to lowest, of
the Class M-1 and Class B Certificates is as follows: Class M-1, Class B-1,
Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6.

         The rights of the holders of the Class B Certificates to receive
distributions of interest and principal are subordinated to the rights of the
holders of the Senior Certificates, the Class M-1 Certificates and any Class B
Certificates senior to that class to receive all distributions of interest and
principal to which they are entitled. The rights of the holders of the Class
M-1 Certificates to receive distributions of interest and principal are
subordinated to the rights of the holders of the Senior Certificates to
receive all distributions of interest and principal to which they are
entitled. See "--Allocation of Losses; Subordination" in this prospectus
supplement.

Allocation of Losses; Subordination

         In general, Realized Losses will be allocated as follows: first, to
the Class B-6 Certificates; second, to the Class B-5 Certificates; third, to
the Class B-4 Certificates; fourth, to the Class B-3 Certificates; fifth, to
the Class B-2 Certificates; sixth, to the Class B-1 Certificates; seventh, to
the Class M-1 Certificates, in each case until the Certificate Principal
Balance of such Class of Certificates has been reduced to zero; and
thereafter, the remaining Realized Losses will be allocated to the Class A and
Class P Certificates until reduced to zero, in each case as described below.

         Any Realized Loss with respect to a mortgage loan, other than any
Excess Loss or Extraordinary Loss, will be allocated among the Certificates as
follows:

         (i)  for losses allocable to principal:

                  (a) first, to the Junior Subordinate Certificates in reverse
         numerical order, until their aggregate Certificate Principal Balance
         has been reduced to zero;

                  (b) second, to the Class B-3 Certificates, until the
         Certificate Principal Balance of the Class B-3 Certificates has been
         reduced to zero;

                  (c) third, to the Class B-2 Certificates, until the
         Certificate Principal Balance of the Class B-2 Certificates has been
         reduced to zero;

                  (d) fourth,  to the  Class  B-1  Certificates,  until  the
         Certificate  Principal  Balance  of the  Class B-1 Certificates has
         been reduced to zero;

                  (e) fifth,  to the  Class  M-1  Certificates,  until  the
         Certificate  Principal  Balance  of the  Class  M-1 Certificates has
         been reduced to zero; and

                  (f) sixth, to the Class A Certificates, pro rata, according
         to, and in reduction of, their Certificate Principal Balances;
         provided, however, that if the Realized Loss is recognized with
         respect to a Class P Mortgage Loan, the applicable Class P Fraction
         of such loss will first be allocated to the Class P Certificates, and
         the remainder of such loss will be allocated to the Class A
         Certificates as described in this clause (f); and

         (ii)   for losses allocable to interest:

                  (a) first, to the Junior Subordinate Certificates in reverse
         numerical order, in reduction of accrued but unpaid interest and then
         in reduction of the Certificate Principal Balances of those
         Certificates until their aggregate Certificate Principal Balance has
         been reduced to zero;

                  (b) second, to the Class B-3 Certificates, in reduction of
         accrued but unpaid interest and then in reduction of the Certificate
         Principal Balance of the Class B-3 Certificates until the Certificate
         Principal Balance of the Class B-3 Certificates has been reduced to
         zero;

                  (c) third, to the Class B-2 Certificates, in reduction of
         accrued but unpaid interest and then in reduction of the Certificate
         Principal Balance of the Class B-2 Certificates until the Certificate
         Principal Balance of the Class B-2 Certificates has been reduced to
         zero;

                  (d) fourth, to the Class B-1 Certificates, in reduction of
         accrued but unpaid interest and then in reduction of the Certificate
         Principal Balance of the Class B-1 Certificates until the Certificate
         Principal Balance of the Class B-1 Certificates has been reduced to
         zero;

                  (e) fifth, to the Class M-1 Certificates, in reduction of
         accrued but unpaid interest and then in reduction of the Certificate
         Principal Balance of the Class M-1 Certificates until the Certificate
         Principal Balance of the Class M-1 Certificates has been reduced to
         zero; and

                  (f) sixth, to the Class A and Class S Certificates, pro rata
         according to, and in reduction of, accrued but unpaid interest on
         such classes, and then pro rata, according to, and in reduction of,
         their Certificate Principal Balances to zero, if applicable.

         On each distribution date, if the aggregate Certificate Principal
Balance of all outstanding Classes of Certificates exceeds the aggregate
Stated Principal Balance of the mortgage loans (after giving effect to
distributions of principal and the allocation of all losses to the
Certificates on that distribution date), that excess will be deemed a
principal loss and will be allocated to the most junior class of Class B
Certificates then outstanding or, if the aggregate Certificate Principal
Balance of the Class B Certificates has been reduced to zero, to the Class M-1
Certificates.

         Pro Rata Allocation is used to allocate Excess Losses and
Extraordinary Losses. "Pro Rata Allocation" is the allocation of the principal
portion of such losses to all classes of certificates (other than the Class P
and Class S Certificates) pro rata according to, and in reduction of, their
respective Certificate Principal Balances (except if the loss is recognized
with respect to a Class P Mortgage Loan, in which case the applicable Class P
Fraction of such loss will be allocated to the Class P Certificates and the
remainder will be allocated as described above), and the allocation of the
interest portion of such losses pro rata according to, and in reduction of,
the amount of interest accrued but unpaid on each class of certificates (other
than the Class P Certificates), and then pro rata to those classes of
certificates according to, and in reduction of, their Certificate Principal
Balances.

         The Class M-1 and Class B Certificates will provide limited
protection to the classes of certificates of higher relative priority against
(i) Special Hazard Losses in an initial amount expected to be up to
approximately $2,245,000 (the "Special Hazard Loss Coverage Amount"), (ii)
Bankruptcy Losses in an initial amount expected to be up to approximately
$225,000 (the "Bankruptcy Loss Coverage Amount") and (iii) Fraud Losses in an
initial amount expected to be up to approximately $4,490,900 (the "Fraud Loss
Coverage Amount").

         The Special Hazard Loss Coverage Amount will be reduced, from time to
time, to be an amount equal on any distribution date to the lesser of (a) the
greatest of (i) 1% of the aggregate of the principal balances of the Mortgage
Loans, (ii) twice the principal balance of the largest Mortgage Loan and (iii)
the aggregate principal balances of the Mortgage Loans secured by Mortgaged
Properties located in the single California postal zip code area having the
highest aggregate principal balance of any such zip code area and (b) the
Special Hazard Loss Coverage Amount as of the closing date less the amount, if
any, of losses attributable to Special Hazard Mortgage Loans incurred since
the closing date. All principal balances for the purpose of this definition
will be calculated as of the first day of the month preceding such
distribution date after giving effect to scheduled installments of principal
and interest on the mortgage loans then due, whether or not paid.

         The Fraud Loss Coverage Amount will be reduced, from time to time, by
the amount of Fraud Losses allocated to the certificates. In addition, (a)
prior to the fifth anniversary of the cut-off date, the Fraud Loss Coverage
Amount will be reduced to an amount equal to the lesser of (i) on the first
and second anniversaries of the cut-off date, 2%, and on the third and fourth
anniversary of the cut-off date, 1%, of the then current aggregate of the
principal balances of the mortgage loans and (ii) the excess of the Fraud Loss
Coverage Amount as of the preceding anniversary of the cut-off date over the
cumulative amount of Fraud Losses allocated to the certificates since such
preceding anniversary and (b) on the fifth anniversary of the cut-off date, to
zero.

         The Bankruptcy Loss Coverage Amount will be reduced, from time to
time, by the amount of Bankruptcy Losses allocated to the Certificates.

         The amount of coverage provided by the Class M-1 and Class B
Certificates for Special Hazard Losses, Bankruptcy Losses and Fraud Losses may
be cancelled or reduced from time to time for each of the risks covered,
provided that the then current ratings of the certificates assigned by the
applicable rating agencies are not adversely affected thereby. In addition, a
reserve fund or other form of credit support may be substituted for the
protection provided by the Class M-1 and Class B Certificates for Special
Hazard Losses, Bankruptcy Losses and Fraud Losses.

                        POOLING AND SERVICING AGREEMENT

Servicing Compensation, Compensating Interest and Payment of Expenses

         The expense fees for the mortgage loans are payable out of the
interest payments on each mortgage loan. The expense fee will be equal to
one-twelfth of 0.2125%, referred to in this prospectus supplement as the
expense fee rate, on the principal balance of each mortgage loan. The expense
fees consist of the servicing fee and fees payable to the trustee for its
activities as trustee under the pooling and servicing agreement.

         The servicing fee relating to each mortgage loan will be retained by
the servicer from payments and collections (including Insurance Proceeds and
Liquidation Proceeds) in respect of such mortgage loan. The servicer will also
be entitled to retain as additional servicing compensation all investment
income earned on amounts on deposit in the Custodial Account, all default
charges and all prepayment, late payment and assumption fees and certain other
fees payable by the mortgagor pursuant to the related mortgage note.

         The servicing fee will be reduced on each distribution date by the
amount of interest shortfalls resulting from Principal Prepayments during the
calendar month preceding that distribution date, but not more than the sum of
the servicing fee to which the servicer is entitled on the distribution date
(such amount, "Compensating Interest"). The servicer shall deposit any
Compensating Interest to the Certificate Account one business day before each
distribution date.

         The servicer will pay all expenses incurred in connection with its
responsibilities under the pooling and servicing agreement, subject to
reimbursement as described in this prospectus supplement and in the
prospectus, including all fees and expenses payable to any subservicer and the
various expenses discussed in the prospectus.

Advances

         On the business day immediately preceding each distribution date, the
servicer is required to make advances of monthly payments of principal and
interest which were due on the related mortgage loans on the immediately
preceding due date and delinquent as of the related determination date. These
advances are referred to in this prospectus supplement as monthly advances.
The servicer is also required to advance all customary, reasonable and
necessary out of pocket costs incurred in the performance by the servicer of
its servicing obligations that are unanticipated expenses of the REMIC. These
advances are referred to in this prospectus supplement as servicing advances.
Monthly advances and servicing advances are collectively referred to in this
prospectus supplement as advances.

         These advances are required to be made only to the extent they are
deemed by the servicer to be recoverable from related late collections,
Insurance Proceeds, Liquidation Proceeds or amounts otherwise payable to the
holders of the certificates. The purpose of making these advances is to
maintain a regular cash flow to the certificateholders, rather than to
guarantee or insure against losses. Any failure by the servicer to make an
advance as required under the pooling and servicing agreement will constitute
an event of default thereunder, in which case the trustee, as successor
servicer, will be obligated to make any advance, in accordance with the terms
of the pooling and servicing agreement.

         All advances will be reimbursable to the servicer on a first priority
basis from either (i) late collections, Insurance Proceeds and Liquidation
Proceeds from the mortgage loan as to which such unreimbursed advance was made
or (ii) as to any advance that remains unreimbursed in whole or in part
following the final liquidation of the related mortgage loan, from any amounts
otherwise distributable on any of the certificates. The effect of these
provisions on any class of Class B Certificates is that, with respect to any
advance which remains unreimbursed following the final liquidation of the
related mortgage loan, the entire amount of the reimbursement for such advance
will be borne first by the holders of the class of Class B Certificates having
the lowest payment priority to the extent that such reimbursement is covered
by amounts otherwise distributable to such class, then by the holders of such
class of Class B Certificates having the next lowest payment priority to the
extent of the amounts otherwise distributable to them, then by the holders of
the Class M-1 Certificates to the extent of the amounts otherwise
distributable to them, then by the holders of the Class A Certificates.

Optional Termination

         The servicer will have the option, on any distribution date on which
the aggregate principal balance of the mortgage loans is less than 10% of the
aggregate principal balance of the mortgage loans as of the cut-off date, to
purchase all remaining mortgage loans and other assets in the trust, thereby
effecting early retirement of the certificates. Any such purchase of mortgage
loans and other assets of the trust shall be made at a price equal to the sum
of (a) 100% of the unpaid principal balance of each mortgage loan as of the
date of repurchase plus (b) accrued interest thereon to and including, the
last day of the month in which such repurchase occurs plus (c) the amount of
any unreimbursed advances. Distributions on the Certificates in respect of any
such optional termination will be paid, first, to the Senior Certificates, the
Class S Certificates and the Class P Certificates, second, to the Class M-1
Certificates, and third, to the Class B Certificates in the order of their
payment priority.

         Upon presentation and surrender of the certificates in connection
with the termination of the trust under the circumstances described above, the
holders of the certificates will receive, to the extent of available funds, an
amount equal to the Certificate Principal Balance of such class plus interest
thereon (or, in the case of the Class S Certificates, on the Class Notional
Amount thereof) at the then-applicable pass-through rate, plus any previously
unpaid interest.

The Trustee

         The trustee, The Bank of New York, has its corporate trust offices at
101 Barclay Street, 12E, New York, New York 10286. The trustee may resign at
any time, in which event the depositor will be obligated to appoint a
successor trustee. The depositor may also remove the trustee if the trustee
ceases to be eligible to continue as such under the pooling and servicing
agreement or if the trustee becomes insolvent. The trustee may also be removed
at any time by the certificateholders evidencing not less than 50% of the
voting rights evidenced by the certificates. In such circumstances, the
depositor will also be obligated to appoint a successor trustee. Any
resignation or removal of the trustee and appointment of a successor trustee
will not become effective until acceptance of the appointment by the successor
trustee.

         The pooling and servicing agreement requires the trustee to maintain,
at its own expense, an office or agency in New York City where certificates
may be surrendered for registration of transfer or exchange and where notices
and demands to or upon the trustee and the certificate registrar in respect of
the certificates pursuant to the pooling and servicing agreement may be
served.

         The trustee, or any of its affiliates, in its individual or any other
capacity, may become the owner or pledgee of certificates with the same rights
as it would have if it were not trustee.

         The trustee will also act as paying agent, certificate registrar and
authenticating agent under the pooling and servicing agreement.

Voting Rights

         98% percent of all voting rights will be allocated to the
certificates (other than the Class R Certificates and the Class S
Certificates) in proportion to their Certificate Principal Balances, 1% of all
Voting Rights will be allocated to the Class R Certificates and 1% of all
Voting Rights will be allocated to the Class S Certificates.

                  CERTAIN YIELD AND PREPAYMENT CONSIDERATIONS

Factors Affecting Prepayments on the Mortgage Loans

         The yields to maturity of each Class of the offered certificates and
the aggregate amount of distributions on each class of the offered
certificates will be affected by, among other things, the rate and timing of
payments of principal on the mortgage loans. The rate of principal payments on
the mortgage loans will be affected by the amortization schedules of the
mortgage loans and by the rate of principal prepayments thereon. For this
purpose, the term "prepayment" includes prepayments and liquidations due to
defaults or other dispositions of the mortgage loans or the mortgaged
properties, including application of insurance proceeds or condemnation
awards, the purchase of mortgage loans by either seller due to uncured
breaches of representations and warranties or the purchase of the mortgage
loans by the servicer under the circumstances described under "Pooling and
Servicing Agreement--Optional Termination" herein. No assurance can be given
as to the rate or timing of principal payments or prepayments on any of the
mortgage loans.

         All of the mortgage loans may be prepaid in whole or in part at any
time without payment of any prepayment fee or penalty. Prepayments,
liquidations and purchases of the mortgage loans will result in (a) principal
distributions to certificateholders that would otherwise be distributed over
the remaining terms of the mortgage loans and (b) the termination of ongoing
interest distributions with respect to such mortgage loans to the
certificateholders. See "Yield Considerations" and "Maturity and Prepayment
Considerations" in the prospectus.

         The rate of principal prepayments on mortgage loans is influenced by
a variety of economic, geographic, social and other factors, including the
level of mortgage interest rates and the rate at which mortgagors default on
their mortgages. In general, if prevailing interest rates fall significantly
below the mortgage rates on the mortgage loans, the mortgage loans (and the
applicable offered certificates) are likely to be subject to a higher
incidence of prepayment than if prevailing rates remain at or above the
mortgage rates on the mortgage loans. Conversely, if prevailing interest rates
rise significantly above the mortgage rates on the mortgage loans, the
mortgage loans (and the applicable offered certificates) are likely to be
subject to a lower incidence of prepayment than if prevailing rates remain at
or below the mortgage rates on the mortgage loans.

         The depositor makes no representation as to the expected rate of
prepayments on the mortgage loans. See "Description of the Mortgage Pool" and
"Description of the Certificates" herein and "Maturity and Prepayment
Considerations" in the prospectus for additional information about the effect
of the rate of prepayments on the yield on and maturity of the offered
certificates.

         Investors in the offered certificates should consider the risk that
rapid rates of prepayments on the mortgage loans, and therefore of principal
distributions on the offered certificates, may coincide with periods of low
prevailing interest rates. During such periods, the effective interest rates
on securities in which an investor in the offered certificates may choose to
reinvest amounts received as principal distributions on the offered
certificates may be lower than the interest rate borne by such certificates.
Conversely, slow rates of prepayments on the mortgage loans, and therefore of
principal distributions on the offered certificates may coincide with periods
of high prevailing interest rates. During such periods, the amount of
principal distributions available to an investor in the offered certificates
for reinvestment at such high prevailing interest rates may be relatively low.

         All of the mortgage loans will contain "due-on-sale" clauses. The
sale of mortgaged properties encumbered by non-assumable mortgage loans will
result in the prepayment of such mortgage loans and a corresponding decrease
in the weighted average life of the applicable class of offered certificates.
See "Maturity and Prepayment Considerations" in the prospectus.

         Assumed Final Distribution Date. The assumed final distribution date
for the Certificates is September 18, 2030, which is the distribution date for
the certificates occurring in the month following the month in which the
latest stated maturity of any mortgage loan. No event of default, change in
the priorities for distribution among the classes or other provision under the
pooling and servicing agreement will arise or become applicable solely by
reason of the failure to retire the entire Certificate Principal Balance of
any offered certificates on or before its assumed final distribution date.

         Sequentially Paying Certificates. The Senior Certificates, other than
the Class P and Class S Certificates, are entitled to receive distributions in
accordance with various priorities for payment of principal as described in
this prospectus supplement. Distributions of principal on classes having an
earlier priority of payment will be affected by the rates of prepayment of the
mortgage loans early in the life of the mortgage pool. The timing of
commencement of principal distributions and the weighted average lives of
certificates with a later priority of payment will be affected by the rates of
prepayment of the mortgage loans both before and after the commencement of
principal distributions on those classes.

         Accretion Directed Certificates and Accrual Certificates. On or prior
to the Class A-3 Accretion Termination Date, the Class A-1 and Class A-2
Certificates, as and to the extent described in this prospectus supplement,
will receive as monthly principal distributions the accrued interest that
would otherwise be distributable in respect of the Class A-3 Certificates. On
or prior to the Class A-3 Accretion Termination Date, interest shortfalls
allocated to the Class A-3 Certificates will reduce the amount added to the
Certificate Principal Balance of those certificates and will result in a
corresponding reduction of the amount available for distributions relating to
principal on the Class A-1 and Class A-2 Certificates. Furthermore, because
these interest shortfalls will result in the Certificate Principal Balance of
the Class A-3 Certificates being less than it would otherwise be, the amount
of interest that will accrue in the future on the those certificates and be
available for distributions relating to principal on the Class A-1 and Class
A-2 Certificates will be reduced. Accordingly, the weighted average lives of
the Class A-1 and Class A-2 Certificates would be extended.

         In addition, investors in the Class A-3 Certificates should also be
aware that the Class A-3 Accretion Termination Date may be later, or earlier,
than otherwise anticipated if prepayments occur slower, or faster, than
anticipated. Investors in Class A-3 Certificates should be aware that the
Class A-3 Accretion Termination Date could be different from that assumed at
the time of purchase.

         Because the Class A-3 Certificates are not entitled to receive any
distributions of interest, other than as described in this prospectus
supplement, until the occurrence of the Class A-3 Accretion Termination Date,
those certificates will likely experience greater price and yield volatility
than would mortgage pass-through certificates that are otherwise similar but
which are entitled to current distributions of interest. Investors should
consider whether this volatility is suitable to their investment needs.

         Lockout Certificates. Investors in the Lockout Certificates should be
aware that because the Lockout Certificates do not receive any distributions
of principal payments prior to the distribution date occurring in September
2005 and until the distribution date occurring in September 2009 will receive
a disproportionately small portion of principal payments, unless the
Certificate Principal Balances of the Senior Certificates, other than the
Lockout Certificates and Class P Certificates, have been reduced to zero, the
weighted average life of the Lockout Certificates will be longer than would
otherwise be the case. The effect on the market value of the Lockout
Certificates of changes in market interest rates or market yields for similar
securities will be greater than for other classes of Senior Certificates
entitled to principal distributions.

         Certificates with Subordination Features. After the Certificate
Principal Balances of the non-offered Class B Certificates have been reduced
to zero, the yield to maturity on the class of offered Class B Certificates
then outstanding with the lowest payment priority will be extremely sensitive
to losses on the mortgage loans and the timing of those losses because the
entire amount of losses that are covered by subordination will be allocated to
that class of offered Class B Certificates. After the Certificate Principal
Balances of the offered Class B Certificates have been reduced to zero, the
yield to maturity on the Class M-1 Certificates will be extremely sensitive to
losses on the mortgage loans and the timing of those losses because the entire
amount of losses that are covered by subordination will be allocated to the
Class M-1 Certificates. Furthermore, because principal distributions are paid
to some classes of Senior Certificates, Class M-1 Certificates and offered
Class B Certificates before other classes, holders of classes having a later
priority of payment bear a greater risk of losses than holders of classes
having earlier priority for distribution of principal.

Modeling Assumptions

         For purposes of preparing the tables below, indicating the percentage
of initial Certificate Principal Balance outstanding and the weighted average
lives of the offered certificates under certain prepayment scenarios, the
following assumptions (the "Modeling Assumptions"), among others, have been
made:

         (1)     the mortgage loans consist of the two hypothetical mortgage
                 loans with the following characteristics:
<TABLE>
<CAPTION>

                                                       Weighted
      Cut-off Date              Weighted                Average
       Principal                 Average             Net Mortgage        Weighted Average Term     Weighted Average
      Balance ($)           Mortgage Rate (%)          Rate (%)                 (months)             Age (months)
      -----------           -----------------          --------                 --------             ------------
<S>                            <C>                     <C>                       <C>                      <C>
      $7,081,297.87            7.733224774             7.520724774               358                      2
    $217,463,719.13            8.530598760             8.318098760               358                      1
</TABLE>


         (2)     there are no repurchases of the mortgage loans;

         (3)     the certificates will be purchased on August 30, 2000;

         (4)     distributions on the certificates will be made on the 18th
                 day of each month, commencing in September 2000;

         (5)     no mortgage loan is delinquent and there are no Realized
                 Losses on the mortgage loans while the certificates are
                 outstanding;

         (6)     there are no shortfalls of interest with regard to the
                 mortgage loans;

         (7)     there is no optional termination of the trust by the
                 servicer;

         (8)     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

         (9)     principal prepayments on the mortgage loans are received on
                 the last day of each month commencing in August 2000.

         The Modeling Assumptions have been based on the weighted average
characteristics or aggregate characteristics, as applicable. The actual
characteristics and performance of many of the mortgage loans will vary, and
may vary significantly, from the Modeling Assumptions.

         The prepayment model used in this prospectus supplement (the
"Prepayment Assumption") represents an assumed rate of prepayment each month
relative to the then outstanding principal balance of a pool of mortgage
loans. A 100% Prepayment Assumption assumes prepayment rates of 0.2% per annum
of the then outstanding principal balance of such mortgage loans in the first
month of the life of the mortgage loans and increasing by 0.2% per annum in
each month thereafter until the thirtieth month. Beginning in the thirtieth
month and in each month thereafter during the life of the mortgage loan, 100%
of the Prepayment Assumption assumes a constant prepayment rate of 6.0% per
annum. The Prepayment Assumption does not purport to be a historical
description of prepayment experience or a prediction of the anticipated rate
of prepayment of any pool of mortgage loans, including the mortgage loans.

         The Certificates were structured assuming, among other things, a 250%
Prepayment Assumption with respect to the mortgage loans (the "Base Payment
Assumption"). The prepayment assumptions to be used for pricing purposes for
the respective classes of certificates may vary as determined at the time of
sale. The actual rate of prepayment may vary considerably from the rate used
for any prepayment assumption.

         The actual characteristics and performance of the mortgage loans will
differ from the assumptions used in constructing the tables set forth below,
which are hypothetical in nature and are provided only to give a general sense
of how the principal cash flows might behave under varying prepayment
scenarios. For example, it is very unlikely that the mortgage loans will
prepay at the same rate until maturity. Any difference between such
assumptions and the actual characteristics and performance of the mortgage
loans, or actual prepayment experience, will affect the percentage of initial
Certificate Principal Balance outstanding over time and the weighted average
lives of the offered certificates.

          Percentage Of Initial Class Certificate Balance Outstanding
         For The Offered Certificates At The Respective Percentages Of
                  The Prepayment Assumption Set Forth Below:
<TABLE>
<CAPTION>

                                              Class A-1                                      Class A-2
                                 -----------------------------------             ------------------------------------
Distribution Date                0%     100%     250%    400%    500%            0%     100%     250%    400%    500%
-----------------                --     ----     ----    ----    ----            --     ----     ----    ----    ----
<S>                              <C>     <C>      <C>     <C>     <C>            <C>     <C>      <C>     <C>     <C>
Initial Percentage.........      100%    100%     100%    100%    100%           100%    100%     100%    100%    100%
August 2001................       98      96       93      90      88            100     100      100     100     100
August 2002................       96      89       78      68      61            100     100      100     100     100
August 2003................       95      80       59      41      30            100     100      100     100     100
August 2004................       92      70       42      19       7            100     100      100     100     100
August 2005................       90      62       28       3       0            100     100      100     100      25
August 2006................       88      54       16       0       0            100     100      100      38       0
August 2007................       85      46        7       0       0            100     100      100       0       0
August 2008................       82      39        0       0       0            100     100       96       0       0
August 2009................       79      33        0       0       0            100     100       47       0       0
August 2010................       76      27        0       0       0            100     100        8       0       0
August 2011................       72      21        0       0       0            100     100        0       0       0
August 2012................       68      15        0       0       0            100     100        0       0       0
August 2013................       64       9        0       0       0            100     100        0       0       0
August 2014................       60       4        0       0       0            100     100        0       0       0
August 2015................       55       0        0       0       0            100      85        0       0       0
August 2016................       49       0        0       0       0            100      42        0       0       0
August 2017................       44       0        0       0       0            100       0        0       0       0
August 2018................       37       0        0       0       0            100       0        0       0       0
August 2019................       30       0        0       0       0            100       0        0       0       0
August 2020................       23       0        0       0       0            100       0        0       0       0
August 2021................       15       0        0       0       0            100       0        0       0       0
August 2022................        6       0        0       0       0            100       0        0       0       0
August 2023................        0       0        0       0       0             74       0        0       0       0
August 2024................        0       0        0       0       0              0       0        0       0       0
August 2025................        0       0        0       0       0              0       0        0       0       0
August 2026................        0       0        0       0       0              0       0        0       0       0
August 2027................        0       0        0       0       0              0       0        0       0       0
August 2028................        0       0        0       0       0              0       0        0       0       0
August 2029................        0       0        0       0       0              0       0        0       0       0
August 2030................        0       0        0       0       0              0       0        0       0       0
Weighted Average Life**
   (Years).................    14.55     6.93     3.75   2.71     2.35          23.31  15.83      9.00   5.87     4.81
</TABLE>

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

** The weighted average life of a Certificate of any class is determined by
(i) multiplying the amount of each net distribution of 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 distributions described in (i) above.

          Percentage Of Initial Class Certificate Balance Outstanding
         For The Offered Certificates At The Respective Percentages Of
                  The Prepayment Assumption Set Forth Below:
<TABLE>
<CAPTION>

                                              Class A-3                                        Class A-4
                                 -----------------------------------             ------------------------------------
Distribution Date                0%     100%     250%    400%    500%            0%     100%     250%    400%    500%
-----------------                --     ----     ----    ----    ----            --     ----     ----    ----    ----
<S>                              <C>     <C>      <C>     <C>     <C>             <C>      <C>     <C>     <C>     <C>
Initial Percentage.........      100%    100%     100%    100%    100%            100%     100%    100%    100%    100%
August 2001................      108     108      108     108     108             100      100     100     100     100
August 2002................      117     117      117     117     117             100      100     100     100     100
August 2003................      126     126      126     126     126             100      100     100     100     100
August 2004................      136     136      136     136     136             100      100     100     100     100
August 2005................      147     147      147     147     147             100      100     100     100     100
August 2006................      159     159      159     159      83             100       98      95      91      88
August 2007................      172     172      172     134      24              99       95      88      80      74
August 2008................      186     186      186      84       *              98       90      79      67      58
August 2009................      200     200      200      57       0              97       85      68      52      39
August 2010................      217     217      217      42       0              95       78      57      39      27
August 2011................      234     234      191      32       0              93       72      47      29      18
August 2012................      253     253      159      23       0              91       66      39      22      12
August 2013................      273     273      131      17       0              89       61      33      16       8
August 2014................      295     295      109      13       0              86       55      27      12       6
August 2015................      319     319       89       9       0              84       51      22       9       4
August 2016................      344     344       73       7       0              81       46      18       6       3
August 2017................      372     370       60       5       0              78       41      15       5       2
August 2018................      402     332       49       4       0              74       37      12       3       1
August 2019................      434     296       39       3       0              70       33      10       2       1
August 2020................      469     262       31       2       0              66       29       8       2       1
August 2021................      506     230       25       1       0              62       26       6       1       *
August 2022................      547     199       19       1       0              57       22       5       1       *
August 2023................      591     169       15       1       0              51       19       4       1       *
August 2024................      627     141       11       *       0              46       16       3       *       *
August 2025................      540     114        8       *       0              39       13       2       *       *
August 2026................      446      89        6       *       0              32       10       1       *       *
August 2027................      343      64        4       *       0              25        7       1       *       *
August 2028................      231      41        2       *       0              17        5       1       *       *
August 2029................      110      18        1       *       0               8        2       *       *       *
August 2030................        0       0        0       0       0               0        0       0       0       0
Weighted Average Life**
   (Years).................    27.13   22.78     15.17   9.18     6.26           21.88   16.07    11.89   9.88    8.91
</TABLE>

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

** The weighted average life of a Certificate of any class is determined by
(i) multiplying the amount of each net distribution of 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 distributions described in (i) above.

          Percentage Of Initial Class Certificate Balance Outstanding
         For The Offered Certificates At The Respective Percentages Of
                  The Prepayment Assumption Set Forth Below:
<TABLE>
<CAPTION>


                                                    Class M-1, Class B-1, Class B-2 and Class B-3
                                     ----------------------------------------------------------------------------
Distribution Date                     0%               100%              250%              400%              500%
-----------------                     --               ----              ----              ----              ----
<S>                                  <C>               <C>              <C>                <C>              <C>
Initial Percentage.........          100%              100%             100%               100%             100%
August 2001................           99                99               99                 99               99
August 2002................           98                98               98                 98               98
August 2003................           97                97               97                 97               97
August 2004................           97                97               97                 97               97
August 2005................           95                95               95                 95               95
August 2006................           94                93               90                 87               85
August 2007................           93                89               83                 77               73
August 2008................           92                85               74                 64               58
August 2009................           90                79               64                 51               43
August 2010................           88                73               53                 38               29
August 2011................           87                67               45                 28               20
August 2012................           85                62               37                 21               14
August 2013................           83                57               31                 16                9
August 2014................           80                52               25                 11                6
August 2015................           78                47               21                  8                4
August 2016................           75                43               17                  6                3
August 2017................           72                39               14                  5                2
August 2018................           69                35               11                  3                1
August 2019................           65                31                9                  2                1
August 2020................           61                27                7                  2                1
August 2021................           57                24                6                  1                *
August 2022................           53                21                5                  1                *
August 2023................           48                18                3                  1                *
August 2024................           42                15                3                  *                *
August 2025................           37                12                2                  *                *
August 2026................           30                 9                1                  *                *
August 2027................           23                 7                1                  *                *
August 2028................           16                 4                1                  *                *
August 2029................            7                 2                *                  *                *
August 2030................            0                 0                0                  0                0
Weighted Average Life**
   (Years).................           20.63             15.25            11.40               9.59             8.86
</TABLE>

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

** The weighted average life of a Certificate of any class is determined by
(i) multiplying the amount of each net distribution of 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 distributions described in (i) above.



Class B-2 and Class B-3 Certificate Yield Considerations

         If the aggregate Certificate Principal Balance of the non-offered
Class B Certificates is reduced to zero, the yield to maturity on the Class
B-3 Certificates will become extremely sensitive to losses on the mortgage
loans and the timing of those losses that are covered by subordination,
because the entire amount of those losses will be allocated to the Class B-3
Certificates.

         The aggregate initial Certificate Principal Balance of the
non-offered Class B Certificates is equal to approximately 1.00% of the
aggregate principal balance of the mortgage loans as of the cut-off date. If
the Certificate Principal Balances of the non-offered Class B Certificates and
Class B-3 Certificates have been reduced to zero, the yield to maturity on the
Class B-2 Certificates will become extremely sensitive to losses on the
mortgage loans and the timing of those losses that are covered by
subordination, because the entire amount of those losses will be allocated to
the Class B-2 Certificates. The aggregate initial Certificate Principal
Balance of the Class B-3 Certificates and non-offered Class B Certificates is
equal to approximately 1.40% of the aggregate principal balance of the
mortgage loans as of the cut-off date.

Additional Yield Considerations Applicable Solely to the Residual Certificates

         The Residual Certificateholders' after-tax rate of return on their
Residual Certificates will reflect their pre-tax rate of return, reduced by
the taxes required to be paid with respect to the Residual Certificates.
Holders of Residual Certificate may have tax liabilities with respect to their
Residual Certificates during the early years of the trust's term that
substantially exceed any distributions payable thereon during any such period.
In addition, holders of Residual Certificates may have tax liabilities with
respect to their Residual Certificates the present value of which
substantially exceeds the present value of distributions payable thereon and
of any tax benefits that may arise with respect thereto. Accordingly, the
after-tax rate of return on the Residual Certificates may be negative or may
otherwise be significantly adversely affected. The timing and amount of
taxable income attributable to the Residual Certificate will depend on, among
other things, the timing and amounts of prepayments and losses experienced
with respect to the mortgage pool.

         The Residual Certificateholders should consult their tax advisors as
to the effect of taxes and the receipt of any payments made to those holders
in connection with the purchase of the Residual Certificates on after-tax
rates of return on the Residual Certificates. See "Federal Income Tax
Consequences" in this prospectus supplement and "Material Federal Income Tax
Consequences" in the prospectus.

                        FEDERAL INCOME TAX CONSEQUENCES


General

         Upon the issuance of the offered certificates, Brown & Wood LLP,
counsel to the depositor, will deliver its opinion generally to the effect
that, assuming compliance with all provisions of the pooling and servicing
agreement, for federal income tax purposes, the trust will be treated as a
REMIC under the Code. The assets of the REMIC will consist of the mortgage
loans and all other property in the trust. The REMIC will issue the regular
certificates, which will be designated as the regular interests in the REMIC.
The Class R Certificates will represent the beneficial ownership of the
residual interest in the REMIC. The regular certificates will be treated as
debt instruments issued by the REMIC for federal income tax purposes.

         For federal income tax purposes, (a) the Class R Certificates will
constitute the sole class of "residual interests" in the REMIC and (b) each
class of Class A, Class M-1 and Class B Certificates will represent ownership
of "regular interests" in the REMIC and will generally be treated as debt
instruments of the REMIC. See "Material Federal Income Tax Consequences" in
the prospectus.

         For federal income tax reporting purposes, the Class A-1, Class M-1
and Class B-1 Certificates will not be issued with original issue discount,
the Class A-3, Class B-2 and Class B-3 will be issued with original issue
discount and the other offered certificates may be treated as having been
issued with original issue discount. The prepayment assumption that will be
used in determining the rate of accrual of original issue discount, market
discount and premium, if any, for federal income tax purposes will be based on
the assumption that, subsequent to the date of any determination the mortgage
loans will prepay at a rate equal to 250% of the Prepayment Assumption. No
representation is made that the mortgage loans will prepay at that rate or at
any other rate. See "Material Federal Income Tax Consequences--General" and
"--Taxation of Owners of REMIC and FASIT Regular Certificates--Original Issue
Discount" in the prospectus.

         If the method for computing original issue discount described in the
prospectus results in a negative amount for any period with respect to a
certificateholder, the amount of original issue discount allocable to such
period would be zero and such certificateholder will be permitted to offset
such negative amount only against future original issue discount (if any)
attributable to such certificates.

         In certain circumstances OID Regulations permit the holder of a debt
instrument to recognize original issue discount under a method that differs
from that used by the issuer. Accordingly, it is possible that the holder of
an offered certificate may be able to select a method for recognizing original
issue discount that differs from that used by the entity identified as the
"tax matters person" in the pooling and servicing agreement in preparing
reports to the certificateholders and the IRS.

         Certain classes of the offered certificates may be treated for
federal income tax purposes as having been issued at a premium. Whether any
holder of such a class of offered certificates will be treated as holding a
certificate with amortizable bond premium will depend on such
certificateholder's purchase price and the distributions remaining to be made
on such certificate at the time of its acquisition by such certificateholder.
Holders of such classes of certificates should consult their tax advisors
regarding the possibility of making an election to amortize such premium. See
"Material Federal Income Tax Consequences--Taxation of Owners of REMIC and
FASIT Regular Certificates," "--Market Discount" and "--Premium" in the
prospectus.

         The offered certificates will be treated as assets described in
Section 7701(a)(19)(C) of the Code and "real estate assets" under Section
856(c)(4)(A) of the Code generally in the same proportion that the assets of
the trust would be so treated. In addition, interest on the offered
certificates will be treated as "interest on obligations secured by mortgages
on real property" under Section 856(c)(3)(B) of the Code generally to the
extent that such offered certificates are treated as "real estate assets"
under Section 856(c)(4)(A) of the Code. Moreover, the offered certificates,
other than the Class R Certificates, will be "qualified mortgages" within the
meaning of Section 860G(a)(3) of the Code if transferred to another REMIC on
its startup day in exchange for a regular or residual interest therein. See
"Description of the Certificates--Termination" and "Material Federal Income
Tax Consequences--Classification of REMICs and FASITs" in the prospectus.

         Also, purchasers of the Class R Certificates should consider
carefully the tax consequences of an investment in those certificates
discussed in the prospectus and should consult their own tax advisors for
those consequences. See "Material Federal Income Tax Consequences -- Taxation
of Owners of REMIC Residual Certificates" in the prospectus. Specifically,
prospective holders of the Class R Certificates should consult their tax
advisors regarding whether, at the time of acquisition, a Class R Certificate
will be treated as a "noneconomic" residual interest, a "non-significant
value" residual interest and a "tax avoidance potential residual interest. See
"Material Federal Income Tax Consequences -- Taxation of Owners of REMIC
Residual Certificates -- Noneconomic REMIC Residual Certificates," "-- Excess
Inclusions" and "-- Tax and Restrictions on Transfers of REMIC Residual
Certificates to Certain Organizations" in the prospectus. Additionally, for
information regarding prohibited transactions and treatment of Realized
Losses, see "Material Federal Income Tax Consequences -- Taxation of Owners of
REMIC Residual Certificates -- Prohibited Transactions and Other Taxes" and
"-- Taxation of Owners of REMIC and FASIT Regular Certificates -- Realized
Losses" in the prospectus.

New Withholding Regulations

         The Treasury Department has issued new regulations (the "New
Regulations") which make certain modifications to the withholding, backup
withholding and information reporting rules described above. The New
Regulations attempt to unify certification requirements and modify reliance
standards. The New Regulations will generally be effective for payments made
after December 31, 2000, subject to certain transition rules. Prospective
investors are urged to consult their own tax advisors regarding the New
Regulations.

                            METHOD OF DISTRIBUTION

         In accordance with the terms and conditions of an underwriting
agreement, dated August 28, 2000, Credit Suisse First Boston Corporation has
agreed to purchase and the depositor has agreed to sell the offered
certificates, except that a de minimis portion of the Class R Certificates
will be retained by the trustee. The certificates being sold to the
underwriter are referred to as the underwritten certificates. It is expected
that delivery of the underwritten certificates will be made only in book-entry
form through the Same Day Funds Settlement System of DTC, on or about August
30, 2000, against payment therefor in immediately available funds. It is
expected that the Class R Certificates will be available for delivery at the
office of the underwriter, against payment therefor in immediately available
funds.

         In connection with the underwritten certificates, the underwriter has
agreed, in accordance with the terms and conditions of the underwriting
agreement, to purchase all of the underwritten certificates if any of the
underwritten certificates are purchased thereby.

         The underwriting agreement provides that the obligations of the
underwriter to pay for and accept delivery of the underwritten certificates is
conditioned upon, among other things, the receipt of legal opinions and to the
conditions, among others, that no stop order suspending the effectiveness of
the depositor's registration statement shall be in effect, and that no
proceedings for that purpose shall be pending before or threatened by the
Securities and Exchange Commission.

         The distribution of the offered certificates by the underwriter may
be effected from time to time in one or more negotiated transactions, or
otherwise, at varying prices to be determined at the time of sale. The
underwriter may effect the transactions by selling the underwritten
certificates to or through dealers, and these dealers may receive compensation
in the form of underwriting discounts, concessions or commissions from the
underwriter for whom they act as agent. In connection with the sale of the
underwritten certificates, the underwriter may be deemed to have received
compensation from the depositor in the form of underwriting compensation. The
underwriter and any dealers that participate with the underwriter in the
distribution of any underwritten certificates may be deemed to be underwriters
and any profit on the resale of the underwritten certificates positioned by
them may be deemed to be underwriting discounts and commissions under the
Securities Act of 1933, as amended. Proceeds to the depositor from the sale of
the underwritten certificates, before deducting expenses payable by the
depositor, will be approximately 98.45% of the aggregate Certificate Principal
Balance of the underwritten certificates, plus accrued interest from the
cut-off date.

         The underwriting agreement provides that the depositor will indemnify
the underwriter, and that under limited circumstances the underwriter will
indemnify the depositor, against some liabilities under the Securities Act, or
contribute to payments required to be made in respect thereof.

         The primary source of information available to investors concerning
the underwritten certificates will be the monthly statements discussed in the
prospectus under "Description of the Certificates -- Reports to
Certificateholders," which will include information as to the outstanding
principal balance of the offered certificates. There can be no assurance that
any additional information regarding the offered certificates will be
available through any other source. In addition, the depositor is not aware of
any source through which price information about the offered certificates will
be available on an ongoing basis. The limited nature of this 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

         Certain legal matters relating to the certificates will be passed
upon for the depositor and the underwriter by Brown & Wood LLP, New York, New
York. Certain legal matters relating to the sellers and the servicer will be
passed upon by Thacher Proffitt & Wood.

                                    RATINGS

         It is a condition to the issuance of the Senior Certificates that
they be rated "Aaa" by Moody's Investors Service, Inc. and "AAA" by Fitch,
Inc. It is a condition to the issuance of the Class M-1, Class B-1, Class B-2
and Class B-3 Certificates that they be rated "AAA," "AA," "A" and "BBB,"
respectively, by Fitch, Inc.

         The ratings on mortgage pass-through certificates address the
likelihood of the receipt by certificateholders of all distributions on the
underlying mortgage loans to which such certificateholders are entitled. The
rating process addresses the structural and legal aspects associated with such
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
mortgagors or the degree to which such prepayments might differ from those
originally anticipated, and 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
securities and may be subject to revision or withdrawal at any time by the
assigning rating organization. Each security rating should be evaluated
independently of any other security rating. In the event that the ratings
initially assigned to the offered certificates are subsequently lowered for
any reason, no person or entity is obligated to provide any additional support
or credit enhancement with respect to the offered certificates.

                               LEGAL INVESTMENT

         The Class A, Class M-1 and Class B-1 Certificates will constitute
"mortgage related securities" for purposes of SMMEA so long as they are rated
in at least the second highest rating category by one of the rating agencies,
and, as such, are legal investments for certain entities to the extent
provided in SMMEA. SMMEA provides, however, that states could override its
provisions on legal investment and restrict or condition investment in
mortgage related securities by taking statutory action on or prior to October
3, 1991. Certain states have enacted legislation which overrides the
preemption provisions of SMMEA. The Class B-2 and Class B-3 Certificates will
not constitute "mortgage related securities" for purposes of SMMEA.

         The Depositor makes no representations as to the proper
characterization of any class of the offered certificates for legal investment
or other purposes, or as to the ability of particular investors to purchase
any class of the offered certificates under applicable legal investment
restrictions. These uncertainties may adversely affect the liquidity of any
class of offered certificates. Accordingly, all institutions whose investment
activities are subject to legal investment laws and regulations, regulatory
capital requirements or review by regulatory authorities should consult with
their legal advisors in determining whether and to what extent any class of
the offered certificates constitutes a legal investment or is subject to
investment, capital or other restrictions.

         See "Legal Investment" in the prospectus.

                             ERISA CONSIDERATIONS

         Any plan fiduciary which proposes to cause an employee benefit plan
subject to ERISA and/or to Section 4975 of the Internal Revenue Code to
acquire any of the offered certificates should consult with its counsel about
the potential consequences under ERISA, and/or the Internal Revenue Code, of
the plan's acquisition and ownership of those Certificates. See "ERISA
Considerations" in the prospectus. Section 406 of ERISA and Section 4975 of
the Internal Revenue Code prohibit parties in interest relating to an employee
benefit plan subject to ERISA and/or to Section 4975 of the Internal Revenue
Code from engaging in specific transactions involving that plan and its assets
unless a statutory, regulatory or administrative exemption applies to the
transaction. Section 4975 of the Internal Revenue Code imposes various excise
taxes on prohibited transactions involving plans and other arrangements,
including, but not limited to, individual retirement accounts, described under
that Section. ERISA authorizes the imposition of civil penalties for
prohibited transactions involving plans not subject to the requirements of
Section 4975 of the Internal Revenue Code.

         Some employee benefit plans, including governmental plans and some
church plans, are not subject to ERISA's requirements. Accordingly, assets of
those plans may be invested in the offered certificates without regard to the
ERISA considerations described in this prospectus supplement and in the
prospectus, subject to the provisions of other applicable federal and state
law. Any of these plans that are qualified and exempt from taxation under
Sections 401(a) and 501(a) of the Internal Revenue Code may nonetheless be
subject to the prohibited transaction rules described in Section 503 of the
Internal Revenue Code.

         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 that
decides to invest the assets of a plan in the offered certificates should
consider, among other factors, the extreme sensitivity of the investment to
the rate of principal payments, including prepayments, on the mortgage loans.

         The U.S. Department of Labor has granted an individual administrative
exemption to the underwriter (the "Exemption") from some of the prohibited
transaction rules of ERISA and the related excise tax provisions of Section
4975 of the Internal Revenue Code for the initial purchase, the holding and
the subsequent resale by plans of certificates in pass-through trusts that
consist of particular receivables, loans and other obligations that meet the
conditions and requirements of the Exemption. Assuming that the general
conditions of the Exemption are met, the Exemption applies to mortgage loans
like the mortgage loans in the trust, and to certificates that qualify for the
Exemption and that represent unsubordinated fractional undivided interests in
a trust comprised of mortgage loans like the mortgage loans in the trust.

         For a general description of the Exemption and the conditions that
must be satisfied for the Exemption to apply, see "ERISA Considerations" in
the prospectus.

         It is expected that the Exemption will apply to the acquisition and
holding by plans of the Senior Certificates, other than the Class R
Certificates, and that all conditions of the Exemption other than those within
the control of the investors will be met. In addition, as of the date hereof,
there is no single mortgagor that is the obligor on five percent of the
mortgage loans included in the trust by aggregate unamortized principal
balance of the assets of the trust.

         Because the characteristics of the Class M-1, Class B-1, Class B-2
and Class B-3 Certificates will not meet the requirements of PTCE 83-1, as
described in the prospectus, or the Exemption, and may not meet the
requirements of any other issued exemption under ERISA, the purchase and
holding of these Certificates by a plan or by individual retirement accounts
or other plans subject to Section 4975 of the Internal Revenue Code may result
in prohibited transactions or the imposition of excise taxes or civil
penalties. Consequently, transfers of the Class M-1, Class B-1, Class B-2 and
Class B-3 Certificates will not be registered by the trustee unless the
trustee receives the following:

         o    a representation from the transferee of that Certificate,
              acceptable to and in form and substance satisfactory to the
              trustee, to the effect that that transferee is not an employee
              benefit plan subject to Section 406 of ERISA or a plan or
              arrangement subject to Section 4975 of the Internal Revenue
              Code, nor a person acting on behalf of that plan or arrangement
              nor using the assets of that plan or arrangement to effect that
              transfer;

         o    if the purchaser is an insurance company, a representation that
              the purchaser is an insurance company which is purchasing those
              Certificates with funds contained in an "insurance company
              general account," as that term is defined in Section V(e) of
              Prohibited Transaction Class Exemption 95-60, or PTCE 95-60, and
              that the purchase and holding of those Certificates are covered
              under Sections I and III of PTCE 95-60, or

         o    an opinion of counsel satisfactory to the trustee that the
              purchase or holding of that Certificate by a plan, any person
              acting on behalf of a plan or using plan's assets, will not
              result in the assets of the trust being deemed to be "plan
              assets" and subject to the prohibited transaction requirements
              of ERISA and the Internal Revenue Code and will not subject the
              trustee or the servicer to any obligation in addition to those
              undertaken in the Pooling and Servicing Agreement.

         The representation as described above shall be deemed to have been
made to the trustee by the transferee's acceptance of a Class M-1, Class B-1,
Class B-2 or Class B-3 Certificate, or by any beneficial owner who purchases
an interest in those Certificates registered in book-entry form. In the event
that the representation is violated, or any attempt to transfer to a plan or
person acting on behalf of a plan or using that plan's assets is attempted
without the opinion of counsel, the attempted transfer or acquisition shall be
void and of no effect.

         Prospective plan investors should consult with their legal advisors
concerning the impact of ERISA and the Internal Revenue Code, the
applicability of the Exemption, 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.


Prospectus

Conduit Mortgage and Manufactured Housing Contract
Pass-Through Certificates

Credit Suisse First Boston Mortgage Securities Corp.
Depositor

The depositor may periodically form separate trust funds to issue securities
in series, secured by assets of that trust fund.

Offered Securities. The securities in a series will consist of certificates
representing interests in a trust fund and will be paid only from the assets
of that trust fund. Each series may include multiple classes of securities
with differing payment terms and priorities. Credit enhancement will be
provided for all offered securities.

Trust Assets.                Each trust fund will consist primarily of:

                             o   mortgage loans secured by one- to four-family
                                 residential properties;

                             o   mortgage loans secured by multifamily
                                 residential rental properties consisting of
                                 five or more dwelling units;

                             o   mortgage loans secured by commercial real
                                 estate properties;

                             o   mortgage loans secured by mixed residential
                                 and commercial real estate properties;

                             o   loans secured by unimproved land;

                             o   loans made to finance the purchase of certain
                                 rights relating to cooperatively owned
                                 properties secured by the pledge of shares
                                 issued by a cooperative corporation and the
                                 assignment of the proprietary lease or
                                 occupancy agreement providing the exclusive
                                 right to occupy a particular dwelling unit;

                             o   manufactured housing installment sales
                                 contracts and installment loan agreements; or

                             o   mortgage or asset-backed securities backed
                                 by, and whole or partial participations in,
                                 the types of assets listed above.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined that
this prospectus is accurate or complete. Any representation to the contrary is
a criminal offense.

August 28, 2000


             Important notice about information presented in this
             prospectus and the accompanying prospectus supplement

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

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

    o   the accompanying prospectus supplement, which describes the specific
        terms of your series of certificates.

You should rely only on the information provided in this prospectus and the
accompanying prospectus supplement, including the information incorporated by
reference. We have not authorized anyone to provide you with different
information. We are not offering the certificates in any state where the offer
is not permitted.

If the description of your securities in the accompanying prospectus
supplement differs from the related description in this prospectus, you should
rely on the information in that prospectus supplement.

Some capitalized terms used in this prospectus are defined in the section
titled "Glossary" beginning on page 140 of this prospectus.

We include cross-references in this prospectus and the accompanying prospectus
supplement to captions in these materials where you can find further related
discussions. The following table of contents and the table of contents
included in the accompanying prospectus supplement provide the pages on which
these captions are located.

                               Table of Contents

                                                                         Page
                                                                         ----

The Trust Fund..............................................................6
     The Mortgage Pools.....................................................6
     Underwriting Standards for Mortgage Loans.............................13
     Qualifications of Unaffiliated Sellers................................17
     Representations by Unaffiliated Sellers; Repurchases..................17
     Mortgage Certificates.................................................19
     The Contract Pools....................................................19
     Underwriting Standards for Contracts..................................21
     Pre-Funding...........................................................21

The Depositor..............................................................22

Use of Proceeds............................................................22

Yield Considerations.......................................................22

Maturity and Prepayment Considerations.....................................26

Description of the Certificates............................................29
     General...............................................................29
     Form of Certificates..................................................31
     Distributions of Principal and Interest...............................34
     Assignment of Mortgage Loans..........................................36
     Assignment of Contracts...............................................38
     Assignment of Mortgage Certificates...................................40
     Servicing of Mortgage Loans and Contracts.............................41
     Payments on Mortgage Loans............................................42
     Payments on Contracts.................................................44
     Collection of Payments on Mortgage Certificates.......................45
     Distributions on Certificates.........................................45
     Special Distributions.................................................47
     Reports to Certificateholders.........................................47
     Advances..............................................................48
     Collection and Other Servicing Procedures.............................49
     Standard Hazard Insurance.............................................50
     Special Hazard Insurance..............................................51
     Pool Insurance........................................................52
     Primary Mortgage Insurance............................................52
     Mortgagor Bankruptcy Bond.............................................53
     Presentation of Claims................................................53
     Enforcement of Due-on-Sale Clauses;
       Realization Upon Defaulted Mortgage Loans...........................54
     Enforcement of "Due-on-Sale" Clauses;
       Realization Upon Defaulted Contracts................................56
     Servicing Compensation and Payment of Expenses........................56
     Evidence as to Compliance.............................................58
     Certain Matters Regarding the Servicer,
       the Depositor, the Trustee and the Special Servicer.................58
     Events of Default.....................................................60
     Rights Upon Event of Default..........................................60
     Amendment.............................................................60
     Termination...........................................................61

Credit Support.............................................................63
     Financial Guaranty Insurance Policies; Surety Bonds...................63
     Letters of Credit.....................................................63
     Subordinated Certificates.............................................65
     Shifting Interest.....................................................65
     Overcollateralization.................................................66
     Swaps and Yield Supplement Agreements.................................66
     Purchase Obligations..................................................66
     Reserve Fund..........................................................67
     Performance Bond......................................................69

Description of Insurance...................................................70
     Primary Mortgage Insurance Policies...................................70
     FHA Insurance and VA Guarantees.......................................72
     Standard Hazard Insurance Policies on Mortgage Loans..................74
     Standard Hazard Insurance Policies on the Manufactured Homes..........75
     Pool Insurance Policies...............................................76
     Special Hazard Insurance Policies.....................................79
     Mortgagor Bankruptcy Bond.............................................80

Certain Legal Aspects of the Mortgage Loans and Contracts..................80
     The Mortgage Loans....................................................81
     The Manufactured Housing Contracts....................................91
     Enforceability of Certain Provisions..................................93
     Consumer Protection Laws..............................................94
     Applicability of Usury Laws...........................................95
     Environmental Legislation.............................................95
     Soldiers' and Sailors' Civil Relief Act of 1940.......................97
     Default Interest and Limitations on Prepayments.......................97
     Forfeitures in Drug and RICO Proceedings..............................98
     Negative Amortization Loans...........................................98

Material Federal Income Tax Consequences...................................98
     General...............................................................98
     Classification of REMICs and FASITs..................................100
     Taxation of Owners of REMIC and FASIT Regular Certificates...........101
     Taxation of Owners of REMIC Residual Certificates....................110
     Backup Withholding with Respect to Securities........................122
     Foreign Investors in Regular Certificates............................122
     Non-REMIC Trust Funds................................................123

State and Other Tax Consequences..........................................128

ERISA Considerations......................................................128
     Plan Assets Regulation...............................................129
     Underwriter's PTE....................................................130
     General Considerations...............................................132
     Insurance Company General Accounts...................................133

Legal Investment..........................................................134

Plan of Distribution......................................................136

Legal Matters.............................................................137

Financial Information.....................................................137

Additional Information....................................................137

Reports to Certificateholders.............................................138

Incorporation of Certain Information by Reference.........................138

Ratings...................................................................138

Glossary..................................................................140

                                The Trust Fund

     Ownership of the mortgage or contract pool included in the trust fund for
a series of certificates may be evidenced by one or more classes of
certificates, which may consist of one or more subclasses, as described in the
prospectus supplement for each series of certificates. Each certificate will
evidence the undivided interest, beneficial interest or notional amount
specified in the related prospectus supplement in a mortgage pool containing
mortgage loans or a contract pool containing manufactured housing installment
sales contracts or installment loan agreements, or contracts. If stated in the
related prospectus supplement, each class or subclass of the certificates of a
series will evidence the percentage interest specified in the related
prospectus supplement in the payments of principal and interest on the
mortgage loans in the related mortgage pool or on the contracts in the related
contract pool.

     To the extent specified in the related prospectus supplement, each
mortgage pool or contract pool, with respect to a series will be covered by
some form of credit enhancement. Types of credit enhancement that may be used
include:

    o   financial guaranty insurance policies or surety bonds;

    o   letters of credit;

    o   pool insurance policies;

    o   special hazard insurance policies;

    o   mortgagor bankruptcy bonds;

    o   the subordination of the rights of the holders of the subordinated
        certificates of a series to the rights of the holders of the senior
        certificates of that series, which, if stated in the related
        prospectus supplement, may include certificates of a subordinated
        class or subclass;

    o   the establishment of a reserve fund;

    o   by the right of one or more classes or subclasses of certificates to
        receive a disproportionate amount of certain distributions of
        principal;

    o   another form or forms of Alternative Credit Support acceptable to the
        related Rating Agency; or

    o   by any combination of the foregoing.

See "Description of Insurance" and "Credit Support" in this prospectus.

The Mortgage Pools

     General. If stated in the prospectus supplement with respect to a series,
the trust fund for that series may include:

     (1)  one or more mortgage pools containing:

          o    conventional one- to four-family residential, first and/or
               second mortgage loans,

          o    Cooperative Loans made to finance the purchase of certain
               rights relating to cooperatively owned properties secured by
               the pledge of shares issued by a Cooperative and the assignment
               of a proprietary lease or occupancy agreement providing the
               exclusive right to occupy a particular Cooperative Dwelling,

          o    mortgage loans secured by multifamily property,

          o    mortgage loans secured by commercial property,

          o    mortgage loans secured by Mixed-Use Property,

          o    mortgage loans secured by unimproved land,

          o    mortgage participation certificates or pass-through
               certificates evidencing interests in those loans that are
               acceptable to the related Rating Agency, or

          o    mortgage pass-through certificates issued by one or more trusts
               established by one or more private entities;

     (2)  one or more contract pools containing manufactured housing
          conditional sales contracts and installment loan agreements or
          participation certificates or pass-through certificates representing
          interests in those contracts; or

     (3)  any combination of the foregoing.

The mortgage loans and contracts, will be newly originated or seasoned, and
will be purchased by the depositor, Credit Suisse First Boston Mortgage
Securities Corp., either directly or through affiliates, from one or more
affiliates or sellers unaffiliated with the depositor.

     All mortgage loans will be evidenced by Mortgage Notes. Single family
property will consist of one- to four-family residential dwelling units
including single family detached homes, attached homes, single family units
having a common wall, individual units located in condominiums, and
Cooperative Dwellings and such other type of homes or units as are set forth
in the related prospectus supplement. Multi-family property may include
multifamily residential rental properties and apartment buildings owned by
cooperative housing corporations. Each detached or attached home or
multifamily property will be constructed on land owned in fee simple by the
mortgagor or on land leased by the mortgagor. Attached homes may consist of
duplexes, triplexes and fourplexes (multifamily structures where each
mortgagor owns the land upon which the unit is built with the remaining
adjacent land owned in common). Multifamily property may include, and
Mixed-Use Property will consist of, mixed commercial and residential
buildings. The mortgaged properties may include investment properties and
vacation and second homes. Commercial property will consist of
income-producing commercial real estate. Mortgage loans secured by commercial
property, multifamily property and Mixed-Use Property may also be secured by
an assignment of leases and rents and operating or other cash flow guarantees
relating to the mortgaged properties to the extent specified in the related
prospectus supplement.

     If stated in the related prospectus supplement, a mortgage pool may
contain mortgage loans with adjustable mortgage rates. Any mortgage loan with
an adjustable mortgage rate may provide that on the day on which the mortgage
rate adjusts, the amount of the monthly payments on the mortgage loan will be
adjusted to provide for the payment of the remaining principal amount of the
mortgage loan with level monthly payments of principal and interest at the new
mortgage rate to the maturity date of the mortgage loan. Alternatively, the
mortgage loan may provide that the mortgage rate adjusts more frequently than
the monthly payment. As a result, a greater or lesser portion of the monthly
payment will be applied to the payment of principal on the mortgage loan, thus
increasing or decreasing the rate at which the mortgage loan is repaid. See
"Yield Considerations" in this prospectus. In the event that an adjustment to
the mortgage rate causes the amount of interest accrued in any month to exceed
the amount of the monthly payment on such mortgage loan, the excess or
"deferred" interest will be added to the principal balance of the mortgage
loan, unless otherwise paid by the mortgagor, and will bear interest at the
mortgage rate in effect from time to time. The amount by which the mortgage
rate or monthly payment may increase or decrease and the aggregate amount of
deferred interest on any mortgage loan may be subject to certain limitations,
as described in the related prospectus supplement.

     If stated in the prospectus supplement for the related series, the
mortgage rate on certain adjustable rate mortgage loans will be convertible
from an adjustable rate to a fixed rate, at the option of the mortgagor under
certain circumstances. If stated in the related prospectus supplement, the
related pooling and servicing agreement will provide that the seller from
which the depositor acquired the convertible adjustable rate mortgage loans
will be obligated to repurchase from the trust fund any adjustable rate
mortgage loan as to which the conversion option has been exercised, at a
purchase price set forth in the related prospectus supplement. The amount of
the purchase price will be required to be deposited in the Certificate Account
and will be distributed to the certificateholders on the distribution date in
the month following the month of the exercise of the conversion option. The
obligation of the related seller to repurchase converted adjustable rate
mortgage loans may or may not be supported by cash, letters of credit,
insurance policies, third party guarantees or other similar arrangements.

     A mortgage pool may include VA Loans or FHA Loans. VA Loans will be
partially guaranteed by the United States Department of Veteran's Affairs, or
VA, under the Servicemen's Readjustment Act of 1944, as amended. The
Servicemen's Readjustment Act of 1944, as amended, permits a veteran, or in
certain instances the spouse of a veteran, to obtain a mortgage loan guarantee
by the VA covering mortgage financing of the purchase of a one- to four-family
dwelling unit at interest rates permitted by the VA. The program has no
mortgage loan limits, requires no down payment from the purchasers and permits
the guarantee of mortgage loans of up to 30 years' duration. However, no VA
Loan will have an original principal amount greater than five times the
partial VA guarantee for such VA Loan. The maximum guarantee that may be
issued by VA under this program is 50% of the principal amount of the mortgage
loan if the principal amount of the mortgage loan is $45,000 or less, the
lesser of $36,000 and 40% of the principal amount of the mortgage loan if the
principal amount of the mortgage loan is greater than $45,000 but less than or
equal to $144,000, and the lesser of $46,000 and 25% of the principal amount
of the mortgage loan if the principal amount of the mortgage loan is greater
than $144,000.

     FHA Loans will be insured by the Federal Housing Administration, or FHA,
as authorized under the National Housing Act, as amended, and the United
States Housing Act of 1937, as amended. FHA Loans will be insured under
various FHA programs including the standard FHA 203-b programs to finance the
acquisition of one-to four-family housing units, the FHA 245 graduated payment
mortgage program and the FHA 221 and 223 programs to finance certain
multifamily residential rental properties. FHA Loans generally require a
minimum down payment of approximately 5% of the original principal amount of
the FHA Loan. No FHA Loan may have an interest rate or original principal
amount exceeding the applicable FHA limits at the time of origination of such
FHA Loan.

     With respect to any trust fund that contains mortgage loans, the
prospectus supplement for the series of certificates related to that trust
fund, will contain information as to the type of mortgage loans that will
comprise the related mortgage pool. The related prospectus supplement will
also contain information as to:

     o    the aggregate principal balance of the mortgage loans as of the
          applicable Cut-off Date,

     o    the type of mortgaged properties securing the mortgage loans,

     o    the range of original terms to maturity of the mortgage loans,

     o    the range of principal balances and average principal balance of the
          mortgage loans,

     o    the earliest origination date and latest maturity date of the
          mortgage loans,

     o    the aggregate principal balance of mortgage loans having
          loan-to-value ratios at origination exceeding 80%,

     o    the interest rate or range of interest rates borne by the mortgage
          loans,

     o    the geographical distribution of the mortgage loans,

     o    the aggregate principal balance of Buy-Down Loans or GPM Loans, if
          applicable,

     o    the delinquency status of the mortgage loans as of the Cut-off Date,

     o    with respect to adjustable rate mortgage loans, the adjustment
          dates, the highest, lowest and weighted average margin, the
          limitations on the adjustment of the interest rates on any
          adjustment date and over the life of the loans, and

     o    whether the mortgage loan provides for an interest only period and
          whether the principal amount of that mortgage loan is fully
          amortizing or is amortized on the basis of a period of time that
          extends beyond the maturity date of the mortgage loan.

The aggregate principal balance of the mortgage loans or contracts in a
mortgage pool or contract pool as stated in the related prospectus supplement
is subject to a permitted variance of plus or minus 5%.

     No assurance can be given that values of the mortgaged properties in a
mortgage pool have remained or will remain at their levels on the dates of
origination of the related mortgage loans. If the real estate market should
experience an overall decline in property values such that the outstanding
balances of the mortgage loans and any secondary financing on the mortgaged
properties in a particular mortgage pool become equal to or greater than the
value of the mortgaged properties, the actual rates of delinquencies,
foreclosures and losses could be higher than those now generally experienced
in the mortgage lending industry. In addition, the value of property securing
Cooperative Loans and the delinquency rate with respect to Cooperative Loans
could be adversely affected if the current favorable tax treatment of
cooperative stockholders were to become less favorable. See "Certain Legal
Aspects of the Mortgage Loans and Contracts--The Mortgage Loans" in this
prospectus. To the extent that such losses are not covered by the methods of
credit support or the insurance policies described in this prospectus or by
Alternative Credit Support, they will be borne by holders of the certificates
of the series evidencing interests in the related mortgage pool.

     The depositor will cause the mortgage loans constituting each mortgage
pool to be assigned to the trustee named in the applicable prospectus
supplement, for the benefit of the holders of the certificates of that series.
The servicer, if any, named in the related prospectus supplement will service
the mortgage loans, either by itself or through other mortgage servicing
institutions, if any, or a special servicer, if any, pursuant to a pooling and
servicing agreement, as described in this prospectus, among the servicer, the
special servicer, if any, the depositor and the trustee, or a separate
servicing agreement between the servicer and the depositor and will receive a
fee for those services. See "--Mortgage Loan Program" and "Description of the
Certificates" in this prospectus. With respect to those mortgage loans
serviced by a special servicer, the special servicer will be required to
service the related mortgage loans in accordance with a servicing agreement
between the servicer and the special servicer, and will receive the fee for
the services specified in the related agreement; however, the servicer will
remain liable for its servicing obligations under the pooling and servicing
agreement as if the servicer alone were servicing the related mortgage loans.

     If stated in the applicable prospectus supplement, the depositor will
make certain limited representations and warranties regarding the mortgage
loans, but its assignment of the mortgage loans to the trustee will be without
recourse. See "Description of the Certificates--Assignment of Mortgage Loans."
The seller of the Mortgage Loans will also make certain limited
representations and warranties with respect to the Mortgage Loans. See "--
Representations by Unaffiliated Sellers; Repurchases." The servicer's
obligations with respect to the mortgage loans will consist principally of its
contractual servicing obligations under the related pooling and servicing
agreement. This will include its obligation to enforce certain purchase and
other obligations of any special servicer, subservicers and/or sellers
unaffiliated with the depositor, as more fully described in this prospectus
under "--Mortgage Loan Program--Representations by Unaffiliated Sellers;
Repurchases," "Description of the Certificates--Assignment of Mortgage Loans"
and "--Servicing by Unaffiliated Sellers," and its obligations to make
Advances in the event of delinquencies in payments on or with respect to the
mortgage loans or in connection with prepayments and liquidations of the
mortgage loans, in amounts described in this prospectus under "Description of
the Certificates--Advances." Advances with respect to delinquencies will be
limited to amounts that the servicer believes ultimately would be reimbursable
under any applicable financial guaranty insurance policy or surety bond,
letter of credit, pool insurance policy, special hazard insurance policy,
mortgagor bankruptcy bond or other policy of insurance, from amounts in the
related reserve fund, if any, under any Alternative Credit Support or out of
the proceeds of liquidation of the mortgage loans, cash in the Certificate
Account or otherwise. See "Description of the Certificates--Advances," "Credit
Support" and "Description of Insurance" in this prospectus.

     Single Family Mortgage Loans. The applicable prospectus supplement will
specify the types of mortgaged properties securing single family mortgage
loans, the original principal balances of the single family mortgage loans,
the original maturities of such mortgage loans and the loan-to-value ratios of
such mortgage loans. Single family mortgage loans may be fully-amortizing
mortgage loans or balloon mortgage loans. If stated in the related prospectus
supplement, a mortgage pool may also include adjustable rate mortgage loans
with a mortgage interest rate adjusted periodically, with corresponding
adjustments in the amount of monthly payments, to equal the sum, which may be
rounded, of a fixed margin and an index described in that prospectus
supplement, subject to any applicable restrictions on those adjustments. The
mortgage pools may also include other types of single family mortgage loans to
the extent set forth in the applicable prospectus supplement.

     If provided for in the applicable prospectus supplement, a mortgage pool
may contain Buy-Down Loans. The resulting difference in payment on a Buy-Down
Loan shall be compensated for from amounts on deposit in the related Buy-Down
Fund. In lieu of a cash deposit, if stated in the related prospectus
supplement, a letter of credit or guaranteed investment contract may be
delivered to the trustee to fund the Buy-Down Fund. See "Description of the
Certificates--Payments on Mortgage Loans" in this prospectus. Buy-Down Loans
included in a mortgage pool will provide for a reduction in monthly interest
payments by the mortgagor for a period of up to the first four years of the
term of such mortgage loans.

     If provided for in the applicable prospectus supplement, a mortgage pool
may contain GPM Loans. If stated in the related prospectus supplement, the
resulting difference in payment on a GPM Loan shall be compensated for from
amounts on deposit in the GPM Fund. In lieu of cash deposit, the depositor may
deliver to the trustee a letter of credit, guaranteed investment contract or
another instrument acceptable to the related Rating Agency to fund the GPM
Fund.

     If specified in the related prospectus supplement, a mortgage pool may
contain "re-performing loans", which includes previously delinquent loans that
have been brought current, mortgage loans that are subject to a repayment plan
or bankruptcy plan, and that had arrearages of at least three monthly payments
when the repayment plan or bankruptcy plan was entered into, and mortgage
loans that have been modified. These mortgage loans may be acquired by the
depositor from a wide variety of sources through bulk or periodic sales. The
rate of default on re-performing mortgage loans may be higher than the rate of
default on mortgage loans that have not previously been in arrears.

     If specified in the applicable prospectus supplement, the mortgage loans
may include "step-down" mortgage loans, which permit the servicer to reduce
the interest rate on the mortgage loan if the borrower has been current in its
monthly payments of principal and interest. The amount by which the mortgage
rate may be reduced and the period during which the mortgage loan must have
been current will be specified in the mortgage note.

     Commercial, Multifamily and Mixed-Use Mortgage Loans. The commercial
mortgage loans, multifamily mortgage loans and Mixed-Use Mortgage Loans will
consist of mortgage loans secured by first or junior mortgages, deeds of trust
or similar security instruments on, or installment contracts for the sale of,
fee simple or leasehold interests in commercial real estate property,
multifamily residential property, cooperatively owned multifamily properties
and/or mixed residential and commercial property, and related property and
interests. Commercial mortgage loans, multifamily mortgage loans and Mixed-Use
Mortgage Loans will not represent substantially all of the aggregate principal
balance of any mortgage pool as of the related Cut-off Date.

     Certain of the commercial mortgage loans, multifamily mortgage loans and
Mixed-Use Mortgage Loans may be Simple Interest Loans, and other mortgage
loans may provide for payment of interest in advance rather than in arrears.

     The commercial mortgage loans, multifamily mortgage loans and Mixed-Use
Mortgage Loans may also be secured by one or more assignments of leases and
rents, management agreements or operating agreements relating to the mortgaged
property and in some cases by certain letters of credit, personal guarantees
or both. Pursuant to an assignment of leases and rents, the related mortgagor
assigns its right, title and interest as landlord under each related lease and
the income derived therefrom to the related lender, while retaining a license
to collect the rents for so long as there is no default. If the mortgagor
defaults, the license terminates and the related lender is entitled to collect
the rents from tenants to be applied to the monetary obligations of the
mortgagor. State law may limit or restrict the enforcement of the assignment
of leases and rents by a lender until the lender takes possession of the
related mortgaged property and a receiver is appointed. See "Certain Legal
Aspects of the Mortgage Loans and Contracts--Leases and Rents" in this
prospectus.

     The prospectus supplement relating to each series will specify the
originator or originators relating to the commercial mortgage loans,
multifamily mortgage loans and Mixed-Use Mortgage Loans, which may include,
among others, commercial banks, savings and loan associations, other financial
institutions, insurance companies or real estate developers and, to the extent
available, the underwriting criteria in connection with originating the
related mortgage loans.

     Commercial, multifamily and mixed-use real estate lending is generally
viewed as exposing the lender to a greater risk of loss than one- to
four-family residential lending. Commercial, multifamily and mixed-use real
estate lending typically involves larger loans to single borrowers or groups
of related borrowers than residential one- to four-family mortgage loans.
Furthermore, the repayment of loans secured by income producing properties is
typically dependent upon the successful operation of the related real estate
project. If the cash flow from the project is reduced, for example, if leases
are not obtained or renewed, the borrower's ability to repay the loan may be
impaired. Commercial, multifamily and mixed-use real estate can be affected
significantly by supply and demand in the market for the type of property
securing the loan and, therefore, may be subject to adverse economic
conditions. Market values may vary as a result of economic events or
governmental regulations outside the control of the borrower or lender, such
as rent control laws, which impact the future cash flow of the property.
Corresponding to the greater lending risk is a generally higher interest rate
applicable to commercial, multifamily and mixed-use real estate lending.

     Balloon Loans. A mortgagor's ability to pay the balloon amount at
maturity, which, based on the amortization schedule of those loans, is
expected to be a substantial amount, will typically depend on the mortgagor's
ability to obtain refinancing of the related mortgage loan or to sell the
mortgaged property prior to the maturity of the balloon loan. The ability to
obtain refinancing will depend on a number of factors prevailing at the time
refinancing or sale is required, including, without limitation, real estate
values, the mortgagor's financial situation, the level of available mortgage
loan interest rates, the mortgagor's equity in the related mortgaged property,
tax laws, prevailing general economic conditions and the terms of any related
first lien mortgage loan. Neither the depositor, the servicer or subservicer,
the trustee, as applicable, nor any of their affiliates will be obligated to
refinance or repurchase any mortgage loan or to sell the mortgaged property.

     Simple Interest Loans. If specified in the accompanying prospectus
supplement, a portion of the loans underlying a series of securities may be
simple interest loans. A simple interest loan provides the amortization of the
amount financed under the loan over a series of equal monthly payments,
except, in the case of a balloon mortgage loan, the final payment. Each
monthly payment consists of an installment of interest which is calculated on
the basis of the outstanding principal balance of the loan multiplied by the
stated loan rate and further multiplied by a fraction, with the numerator
equal to the number of days in the period elapsed since the preceding payment
of interest was made and the denominator equal to the number of days in the
annual period for which interest accrues on the loan. As payments are received
under a simple interest loan, the amount received is applied first to interest
accrued to the date of payment and then the remaining amount is applied to pay
any unpaid fees and then to reduce the unpaid principal balance. Accordingly,
if a borrower pays a fixed monthly installment on a simple interest loan
before its scheduled due date, the portion of the payment allocable to
interest for the period since the preceding payment was made will be less than
it would have been had the payment been made as scheduled, and the portion of
the payment applied to reduce the unpaid principal balance will be
correspondingly greater. On the other hand, if a borrower pays a fixed monthly
installment after its scheduled due date, the portion of the payment allocable
to interest for the period since the preceding payment was made will be
greater than it would have been had the payment been made as scheduled, and
the remaining portion, if any, of the payment applied to reduce the unpaid
principal balance will be correspondingly less. If each scheduled payment
under a simple interest loan is made on or prior to its scheduled due date,
the principal balance of the loan will amortize more quickly than scheduled.
However, if the borrower consistently makes scheduled payments after the
scheduled due date, the loan will amortize more slowly than scheduled. If a
simple interest loan is prepaid, the borrower is required to pay interest only
to the date of prepayment. The variable allocations among principal and
interest of a simple interest loan may affect the distributions of principal
and interest on the securities, as described in the accompanying prospectus
supplement.

     Monthly payments on most loans are computed and applied on an actuarial
basis. Monthly payments on actuarial loans are applied first to interest,
generally in an amount equal to, one-twelfth of the applicable loan rate times
the unpaid principal balance, with any remainder of the payment applied to
principal.

Underwriting Standards for Mortgage Loans

     The depositor expects that the originator of each of the loans will have
applied, consistent with applicable federal and state laws and regulations,
underwriting procedures intended to evaluate the borrower's credit standing
and repayment ability and/or the value and adequacy of the related property as
collateral. The depositor expects that any FHA loan or VA loans will have been
originated in compliance with the underwriting policies of the FHA or VA,
respectively. The underwriting criteria applied by the originators of the
loans included in a pool may vary significantly among sellers. The
accompanying prospectus supplement will describe most aspects of the
underwriting criteria, to the extent known by the depositor, that were applied
by the originators of the loans. In most cases, the depositor will have less
detailed information concerning the origination of seasoned loans than it will
have concerning newly-originated loans.

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

     Mortgage loans may have been originated over the internet, or acquired by
the depositor or the seller pursuant to a purchase that was arranged over the
internet.

     Single and Multi-Family Mortgage Loans. The mortgage credit approval
process for one- to four-family residential loans follows a standard procedure
that generally complies with FHLMC and FNMA regulations and guidelines, except
that certain mortgage loans may have higher loan amount and qualifying ratios,
and applicable federal and state laws and regulations. The credit approval
process for Cooperative Loans follows a procedure that generally complies with
applicable FNMA regulations and guidelines, except for the loan amounts and
qualifying ratios, and applicable federal and state laws and regulations. The
originator of a mortgage loan generally will review a detailed credit
application by the prospective mortgagor designed to provide pertinent credit
information, including a current balance sheet describing assets and
liabilities and a statement of income and expenses, as well as an
authorization to apply for a credit report that summarizes the prospective
mortgagor's credit history with local merchants and lenders and any record of
bankruptcy. In addition, an employment verification is obtained from the
prospective mortgagor's employer wherein the employer reports the length of
employment with that organization, the current salary, and gives an indication
as to whether it is expected that the prospective mortgagor will continue such
employment in the future. If the prospective mortgagor is self-employed, he or
she is required to submit copies of signed tax returns. The prospective
mortgagor may also be required to authorize verification of deposits at
financial institutions. In certain circumstances, other credit considerations
may cause the originator or depositor not to require some of the above
documents, statements or proofs in connection with the origination or purchase
of certain mortgage loans.

     An appraisal generally will be required to be made on each residence to
be financed. Such appraisal generally will be made by an appraiser who meets
FNMA requirements as an appraiser of one- to four-family residential
properties. The appraiser is required to inspect the property and verify that
it is in good condition and that, if new, construction has been completed. The
appraisal generally will be based on the appraiser's judgment of value, giving
appropriate weight to both the market value of comparable homes and the cost
of replacing the residence. Alternatively, as specified in the accompanying
prospectus supplement, values may be supported by:

     o    a statistical valuation;

     o    a broker's price opinion; or

     o    a drive-by appraisal or other certification of value.

     Based on the data provided, certain verifications and the appraisal, a
determination is made by the originator as to whether the prospective
mortgagor has sufficient monthly income available to meet the prospective
mortgagor's monthly obligations on the proposed loan and other expenses
related to the residence, such as property taxes, hazard and primary mortgage
insurance and, if applicable, maintenance, and other financial obligations and
monthly living expenses. Each originator's lending guidelines for conventional
mortgage loans generally will specify that mortgage payments plus taxes and
insurance and all monthly payments extending beyond one year, including those
mentioned above and other fixed obligations, such as car payments, would equal
no more than specified percentages of the prospective mortgagor's gross
income. These guidelines will be applied only to the payments to be made
during the first year of the loan. Other credit considerations may cause an
originator to depart from these guidelines. For example, when two individuals
co-sign the loan documents, the incomes and expenses of both individuals may
be included in the computation.

     The mortgaged properties may be located in states where, in general, a
lender providing credit on a single-family property may not seek a deficiency
judgment against the mortgagor but rather must look solely to the property for
repayment in the event of foreclosure. Lenders' underwriting standards
applicable to all states, including anti-deficiency states, typically require
that the value of the property being financed, as indicated by the appraisal,
currently supports and is anticipated to support in the future the outstanding
loan balance.

     Certain of the types of mortgage loans that may be included in the
mortgage pools may involve additional uncertainties not present in traditional
types of loans. For example, Buy-Down Loans and GPM Loans provide for
escalating or variable payments by the mortgagor. These types of mortgage
loans are underwritten on the basis of a judgment that the mortgagor will have
the ability to make larger monthly payments in subsequent years. In some
instances the mortgagor's income may not be sufficient to enable it to
continue to make scheduled loan payments as such payments increase.

     To the extent specified in the related prospectus supplement, the
depositor may purchase mortgage loans for inclusion in a trust fund that are
underwritten under standards and procedures which vary from and are less
stringent than those described in this prospectus. For instance, mortgage
loans may be underwritten under a "limited documentation" program if stated in
the related prospectus supplement. With respect to these mortgage loans,
minimal investigation into the borrowers' credit history and income profile is
undertaken by the originator and such mortgage loans may be underwritten
primarily on the basis of an appraisal of the mortgaged property or
Cooperative Dwelling and the loan-to-value ratio at origination. Thus, if the
loan-to-value ratio is less than a percentage specified in the related
prospectus supplement, the originator may forego certain aspects of the review
relating to monthly income, and traditional ratios of monthly or total
expenses to gross income may not be considered.

     Other examples of underwriting standards that may be less stringent than
traditional underwriting standards include investment properties, loans with
high loan-to-value ratios and no primary mortgage insurance, and loans made to
borrowers with imperfect credit histories.

     The loan-to-value ratio of a mortgage loan will be equal to:

     o    the original principal amount of the mortgage loan divided by the
          lesser of the "appraised value" or the sales price for the mortgaged
          property; or

     o    such other ratio as described in the related prospectus supplement.

     The underwriting standards for mortgage loans secured by multifamily
property will be described in the related prospectus supplement.

     Commercial and Mixed-Use Mortgage Loans. The underwriting procedures and
standards for commercial mortgage loans and Mixed-Use Mortgage Loans included
in a mortgage pool will be specified in the related prospectus supplement to
the extent such procedures and standards are known or available. Such mortgage
loans may be originated in contemplation of the transactions described in this
prospectus and the related prospectus supplement or may have been originated
by third-parties and acquired by the depositor directly or through its
affiliates in negotiated transactions.

     The majority of originators of commercial mortgage loans or Mixed-Use
Mortgage Loans will have applied underwriting procedures intended to evaluate,
among other things, the income derived from the mortgaged property, the
capabilities of the management of the project, including a review of
management's past performance record, its management reporting and control
procedures, to determine its ability to recognize and respond to problems, and
its accounting procedures to determine cash management ability, the obligor's
credit standing and repayment ability and the value and adequacy of the
mortgaged property as collateral.

     If stated in the related prospectus supplement, the adequacy of a
commercial property or Mixed-Use Property as security for repayment will
generally have been determined by an appraisal by an appraiser selected in
accordance with preestablished guidelines established by or acceptable to the
loan originator for appraisers. If stated in the related prospectus
supplement, the appraiser must have personally inspected the property and
verified that it was in good condition and that construction, if new, has been
completed. The appraisal will have been based upon a cash flow analysis and/or
a market data analysis of recent sales of comparable properties and, when
deemed applicable, a replacement cost analysis based on the current cost of
constructing or purchasing a similar property, or such other factors that are
described in the applicable prospectus supplement.

     No assurance can be given that values of any commercial properties or
Mixed-Use Properties in a mortgage pool have remained or will remain at their
levels on the dates of origination of the related mortgage loans. Further,
there is no assurance that appreciation of real estate values generally will
limit loss experiences on commercial properties or Mixed-Use Properties. If
the commercial real estate market should experience an overall decline in
property values such that the outstanding balances of any commercial mortgage
loans and/or Mixed-Use Mortgage Loans and any additional financing on the
related mortgaged properties in a particular mortgage pool become equal to or
greater than the value of the mortgaged properties, the actual rates of
delinquencies, foreclosures and losses on such mortgage loans could be higher
than those now generally experienced in the mortgage lending industry. To the
extent that such losses are not covered by the methods of credit support or
the insurance policies described in this prospectus or by Alternative Credit
Support, they will be borne by holders of the certificates of the series
evidencing interests in the mortgage pool. Even where credit support covers
all losses resulting from defaults and foreclosure, the effect of defaults and
foreclosures may be to increase prepayment experience on the related mortgage
loans, thus shortening weighted average life and affecting yield to maturity.

Qualifications of Unaffiliated Sellers

     Each seller unaffiliated with the depositor must be an institution
experienced in originating conventional mortgage loans and/or FHA Loans or VA
Loans in accordance with accepted practices and prudent guidelines, and must
maintain satisfactory facilities to originate those loans, or have such other
origination or servicing experience as may be specified in the related
prospectus supplement.

Representations by Unaffiliated Sellers; Repurchases

     If stated in the related prospectus supplement, each seller that sold
mortgage loans directly or indirectly to the depositor, will have made
representations and warranties in respect of the mortgage loans sold by that
seller. These representations and warranties will generally include, among
other things:

     o    with respect to each mortgaged property, that title insurance, or in
          the case of mortgaged properties located in areas where such
          policies are generally not available, an attorney's certificate of
          title, and any required hazard and primary mortgage insurance was
          effective at the origination of each mortgage loan, and that each
          policy, or certificate of title, remained in effect on the date of
          purchase of the mortgage loan from the seller;

     o    that the seller had good and marketable title to each mortgage loan
          sold by it;

     o    to the best of the seller's knowledge, the mortgaged property is
          free from damage and in good repair;

     o    with respect to each mortgaged property, that each mortgage
          constituted a valid first lien, or, if applicable, a more junior
          lien, on the mortgaged property, subject only to permissible title
          insurance exceptions; and

     o    that there were no delinquent tax or assessment liens against the
          mortgaged property.

     With respect to a Cooperative Loan, the seller will represent and warrant
that:

     o    the security interest created by the cooperative security agreements
          constituted a valid first lien, or, if applicable, a more junior
          lien, on the collateral securing the Cooperative Loan, subject to
          the right of the related Cooperative to cancel shares and terminate
          the proprietary lease for unpaid assessments and to the lien of the
          related Cooperative for unpaid assessments representing the
          mortgagor's pro rata share of the Cooperative's payments for its
          mortgage, current and future real property taxes, maintenance
          charges and other assessments to which like collateral is commonly
          subject; and

     o    the related cooperative apartment was free from damage and was in
          good repair.

     The representations and warranties of a seller in respect of a mortgage
loan generally will have been made as of the date on which that seller sold
the mortgage loan to the depositor or its affiliate. A substantial period of
time may have elapsed between such date and the date of initial issuance of
the series of certificates evidencing an interest in that mortgage loan. Since
the representations and warranties of a seller do not address events that may
occur following the sale of a mortgage loan by that seller, the repurchase
obligation described below will not arise if, during the period commencing on
the date of sale of a mortgage loan by that seller to or on behalf of the
depositor, the relevant event occurs that would have given rise to a
repurchase obligation had the event occurred prior to sale of the affected
mortgage loan. However, the depositor will not include any mortgage loan in
the trust fund for any series of certificates if anything has come to the
depositor's attention that would cause it to believe that the representations
and warranties of an seller will not be accurate and complete in all material
respects in respect of the related mortgage loan as of the related Cut-off
Date. If stated in the related prospectus supplement, the seller may have made
no, or extremely limited, representations and warranties regarding the
mortgage loans.

     In most cases, the depositor will assign its rights with respect to the
representations and warranties of the seller regarding the mortgage loans to
the trustee for the benefit of the certificateholders. Alternatively, the
depositor will make similar representations and warranties regarding the
mortgage loans to the trustee for the benefit of the certificateholders. Upon
the discovery of the breach of any representation or warranty made by a seller
or the depositor in respect of a mortgage loan that materially and adversely
affects the interests of the certificateholders of the related series, that
seller or the depositor, as the case may be, will be obligated to repurchase
the mortgage loan at a purchase price equal to 100% of the unpaid principal
balance thereof at the date of repurchase or, in the case of a series of
certificates as to which the depositor has elected to treat the related trust
fund as a REMIC, as defined in the Code, at some other price as may be
necessary to avoid a tax on a prohibited transaction, as described in Section
860F(a) of the Code, in each case together with accrued interest on the
mortgage loans in the related mortgage pool, to the first day of the month
following the repurchase and the amount of any unreimbursed Advances made by
the servicer or subservicer, as applicable, in respect of that mortgage loan.
The servicer will be required to enforce this obligation for the benefit of
the trustee and the certificateholders, following the practices it would
employ in its good faith business judgment were it the owner of that mortgage
loan. Subject to the right, if any, and the ability of the seller or the
depositor to substitute for certain mortgage loans, this repurchase obligation
constitutes the sole remedy available to the certificateholders of the related
series for a breach of representation or warranty by a seller or the
depositor.

     If stated in the related prospectus supplement, if the seller or
depositor discovers or receives notice of any breach of its representations
and warranties relating to a mortgage loan within two years of the date of the
initial issuance of the certificates, or other period as may be specified in
the related prospectus supplement, the seller or depositor may remove that
mortgage loan from the trust fund, rather than repurchase the mortgage loan as
provided above, and substitute in its place a substitute mortgage loan. Any
substitute mortgage loan, on the date of substitution, will:

     o    have an outstanding principal balance, after deduction of all
          scheduled payments due in the month of substitution, not in excess
          of the outstanding principal balance of the mortgage loan that it is
          replacing, the amount of any shortfall to be distributed to
          certificateholders in the month of substitution;

     o    have a mortgage rate not less than, and not more than 1% greater
          than, the mortgage rate of the mortgage loan that it is replacing;

     o    have a remaining term to maturity not greater than, and not more
          than one year less than, that of the mortgage loan that it is
          replacing; and

     o    comply with all the representations and warranties set forth in the
          related pooling and servicing agreement as of the date of
          substitution.

     o    This repurchase or substitution obligation constitutes the sole
          remedy available to the certificateholders or the trustee for any
          breach of representation.

     o    No assurance can be given that sellers will carry out their
          respective repurchase obligations with respect to mortgage loans.
          Neither the depositor nor any other person will be obligated to
          repurchase mortgage loans if the seller fails to do so.

Mortgage Certificates

     If stated in the prospectus supplement with respect to a series, the
trust fund for such series may include Mortgage Certificates. A description of
the mortgage loans underlying the Mortgage Certificates and the related
pooling and servicing arrangements will be set forth in the applicable
prospectus supplement. The applicable prospectus supplement, will also set
forth information with respect to the entity or entities forming the related
mortgage pool, the issuer of any credit support with respect to the Mortgage
Certificates, the aggregate outstanding principal balance and the pass-through
rate borne by each Mortgage Certificate included in the trust fund. The
inclusion of Mortgage Certificates in a trust fund with respect to a series of
certificates is conditioned upon their characteristics being in form and
substance satisfactory to the related Rating Agency.

The Contract Pools

     General. If stated in the prospectus supplement with respect to a series,
the trust fund for that series may include a contract pool evidencing
interests in manufactured housing conditional sales contracts and installment
loan agreements originated by a manufactured housing dealer in the ordinary
course of business and purchased by the depositor. The contracts may be
conventional manufactured housing contracts or contracts insured by the FHA or
partially guaranteed by the VA. Each contract will be secured by a
manufactured home. The contracts may be fully amortizing or provide for a
balloon payment at maturity, and will bear interest at a fixed annual
percentage rate or a variable rate described in the applicable prospectus
supplement.

     The manufactured homes securing the contracts consist of manufactured
homes within the meaning of 42 United States Code, Section 5402(6), which
defines a "manufactured home" as "a structure, transportable in one or more
sections, which in the traveling mode, is eight body feet or more in width or
forty body feet or more in length, or, when erected on site, is three hundred
twenty or more square feet, and which is built on a permanent chassis and
designed to be used as a dwelling with or without a permanent foundation when
connected to the required utilities, and includes the plumbing, heating, air
conditioning, and electrical systems contained therein; except that such term
shall include any structure which meets all the requirements of [this]
paragraph except the size requirements and with respect to which the
manufacturer voluntarily files a certification required by the Secretary of
Housing and Urban Development and complies with the standards established
under [this] chapter."

     The depositor will cause the contracts constituting each contract pool to
be assigned to the trustee named in the related prospectus supplement for the
benefit of the related certificateholders. The servicer specified in the
related prospectus supplement will service the contracts, either by itself or
through other subservicers, pursuant to a pooling and servicing agreement. See
"Description of the Certificates--Servicing by Unaffiliated Sellers" in this
prospectus. With respect to those contracts serviced by the servicer through a
subservicer, the servicer will remain liable for its servicing obligations
under the related pooling and servicing agreement as if the servicer alone
were servicing the related contracts. If stated in the related prospectus
supplement, the contract documents may be held for the benefit of the trustee
by a custodian appointed pursuant to a custodial agreement among the
depositor, the trustee and the custodian named in the custodial agreement.

     The related prospectus supplement, or, if such information is not
available in advance of the date of the related prospectus supplement, will
specify, for the contracts contained in the related contract pool, among other
things:

     o    the range of dates of origination of the contracts;

     o    the weighted average annual percentage rate on the contracts;

     o    the range of outstanding principal balances as of the Cut-off Date;

     o    the average outstanding principal balance of the contracts as of the
          Cut-off Date;

     o    the weighted average term to maturity as of the Cut-off Date; and

     o    the range of original maturities of the contracts.

     The servicer or the seller of the contracts will represent and warrant as
to the payment status of the contracts as of the Cut-off Date and as to the
accuracy in all material respects of certain information furnished to the
trustee in respect of each such contract. Upon a breach of any representation
that materially and adversely affects the interest of the certificateholders
in a contract, the servicer or the seller, as appropriate, will be obligated
either to cure the breach in all material respects or to purchase the contract
or, if stated in the related prospectus supplement, to substitute another
contract as described below. This repurchase or substitution obligation
constitutes the sole remedy available to the certificateholders or the trustee
for a breach of representation by the servicer, or seller.

Underwriting Standards for Contracts

     Conventional contracts will comply with the underwriting policies of the
originator or seller as described in the related prospectus supplement.

     With respect to a contract made in connection with the related obligor's
purchase of a manufactured home, the "appraised value" is the amount
determined by a professional appraiser. The appraiser must personally inspect
the manufactured home and prepare a report which includes market data based on
recent sales of comparable manufactured homes and, when deemed applicable, a
replacement cost analysis based on the current cost of a similar manufactured
home. The loan-to-value ratio of a contract will be equal to:

     o    the original principal amount of the contract divided by the lesser
          of the "appraised value" or the sales price for the manufactured
          home; or

     o    such other ratio as described in the related prospectus supplement.

Pre-Funding

     If stated in the related prospectus supplement, a portion of the issuance
proceeds of the certificates of a particular series will be deposited in a
pre-funding account to be established with the trustee, which will be used to
acquire additional mortgage loans or contracts from time to time during the
time period specified in the related prospectus supplement. Prior to the
investment of amounts on deposit in the related pre-funding account in
additional mortgage loans or contracts, those amounts may be invested in one
or more Eligible Investments, or other investments that may be specified in
the related prospectus supplement.

     Additional mortgage loans or contracts that are purchased with amounts on
deposit in a pre-funding account will be required to satisfy certain
eligibility criteria more fully set forth in the related prospectus
supplement. The eligibility criteria for additional mortgage loans or
contracts will be consistent with the eligibility criteria of the mortgage
loans or contracts included in the related trust fund as of the related
closing date subject to the exceptions that are stated in the related
prospectus supplement.

     Although the specific parameters of a pre-funding account with respect to
any issuance of certificates will be specified in the related prospectus
supplement, it is anticipated that:

     o    the period during which additional mortgage loans or contracts may
          be purchased from amounts on deposit in the related pre-funding
          account will not exceed 90 days from the related closing date; and

     o    the additional mortgage loans or contracts to be acquired by the
          related trust fund will be subject to the same representations and
          warranties as the mortgage loans or contracts included in the
          related trust fund on the related closing date, although additional
          criteria may also be required to be satisfied, as described in the
          related prospectus supplement.

In no event will the period during which additional mortgage loans or
contracts may be purchased exceed one year. In no event will the amounts on
deposit in any pre-funding account exceed 25% of the initial principal amount
of the certificates of the related series.

                                 The Depositor

     The depositor was incorporated in the State of Delaware on December 31,
1985, as a wholly-owned subsidiary of First Boston Securities Corporation, the
name of which was subsequently changed to Credit Suisse First Boston
Securities Corporation, or FBSC. FBSC is a wholly-owned subsidiary of Credit
Suisse First Boston, Inc. Credit Suisse First Boston Corporation, which may
act as an underwriter in offerings made by this prospectus and an accompanying
prospectus supplement, as described in "Plan of Distribution" in this
prospectus, is also a wholly-owned subsidiary of Credit Suisse First Boston,
Inc. The principal executive offices of the depositor are located at 11
Madison Avenue, New York, N.Y. 10010. Its telephone number is (212) 325-2000.

     The depositor was organized, among other things, for the purposes of
establishing trusts, selling beneficial interests in those trusts and
acquiring and selling mortgage assets to those trusts. Neither the depositor,
its parent nor any of the depositor's affiliates will ensure or guarantee
distributions on the certificates of any series.

     Trust Assets will be acquired by the depositor directly or through one or
more affiliates.

                                Use of Proceeds

     The depositor will apply all or substantially all of the net proceeds
from the sale of each series offered by this prospectus and by the related
prospectus supplement to purchase the Trust Assets, to repay indebtedness
which has been incurred to obtain funds to acquire the Trust Assets, to
establish the reserve funds, if any, for the series and to pay costs of
structuring and issuing the certificates. If stated in the related prospectus
supplement, certificates may be exchanged by the depositor for Trust Assets.
The Trust Assets for each series of certificates will be acquired by the
depositor either directly, or through one or more affiliates which will have
acquired the related Trust Assets from time to time either in the open market
or in privately negotiated transactions.

                             Yield Considerations

     The yield to maturity of a security will depend on the price paid by the
holder of the security, the pass-through rate on any security entitled to
payments of interest, which pass-through rate may vary if stated in the
accompanying prospectus supplement, and the rate and timing of principal
payments on the loans, including prepayments, liquidations and repurchases,
and the allocation of principal payments to reduce the principal balance of
the security or notional amount thereof, if applicable.

     In general, if a security is purchased at a premium over its face amount
and payments of principal on the related loan occur at a rate faster than
anticipated at the time of purchase, the purchaser's actual yield to maturity
will be lower than that assumed at the time of purchase. On the other hand, if
a class of securities is purchased at a discount from its face amount and
payments of principal on the related loan occur at a rate slower than
anticipated at the time of purchase, the purchaser's actual yield to maturity
will be lower than assumed. The effect of principal prepayments, liquidations
and purchases on yield will be particularly significant in the case of a class
of securities entitled to payments of interest only or disproportionate
payments of interest. In addition, the total return to investors of securities
evidencing a right to distributions of interest at a rate that is based on the
weighted average net loan rate of the loans from time to time will be
adversely affected by principal prepayments on loans with loan rates higher
than the weighted average loan rate on the loans. In general, loans with
higher loan rates prepay at a faster rate than loans with lower loan rates. In
some circumstances rapid prepayments may result in the failure of the holders
to recoup their original investment. In addition, the yield to maturity on
other types of classes of securities, including accrual securities, securities
with a pass-through rate that fluctuates inversely with or at a multiple of an
index or other classes in a series including more than one class of
securities, may be relatively more sensitive to the rate of prepayment on the
related loans than other classes of securities.

     A class of securities may be entitled to payments of interest at a fixed,
variable or adjustable pass-through rate, or any combination of pass-through
rates, each as specified in the accompanying prospectus supplement. A variable
pass-through rate may be calculated based on the weighted average of the net
loan rates, net of servicing fees and any excess spread, of the related loans
for the month preceding the distribution date. An adjustable pass-through rate
may be calculated by reference to an index or otherwise.

     The aggregate payments of interest on a class of securities, and the
yield to maturity on that security, will be affected by the rate of payment of
principal on the securities, or the rate of reduction in the notional amount
of securities entitled to payments of interest only, and, in the case of
securities evidencing interests in adjustable rate mortgage loans, by changes
in the net loan rates on the adjustable rate mortgage loans. See "Maturity and
Prepayment Considerations" in this prospectus. The yield on the securities
will also be affected by liquidations of loans following borrower defaults and
by purchases of loans in the event of breaches of representations made for the
loans by the depositor, the servicer or the subservicer and others, or
conversions of adjustable rate mortgage loans to a fixed interest rate. See
"The Trust Fund" in this prospectus.

     In general, defaults on mortgage loans and contracts are expected to
occur with greater frequency in their early years. The rate of default on cash
out refinance, limited documentation or no documentation mortgage loans, and
on loans with high loan-to-value ratios or combined loan-to-value ratios, as
applicable, may be higher than for other types of loans. Likewise, the rate of
default on loans that have been originated under lower than traditional
underwriting standards may be higher than those originated under traditional
standards. A trust fund may include mortgage loans or contracts that are one
month or more delinquent at the time of offering of the related series of
securities or which have recently been several months delinquent. The rate of
default on delinquent mortgage loans or mortgage loans or contracts with a
recent history of delinquency, including re-performing loans, is more likely
to be higher than the rate of default on loans that have a current payment
status.

     The rate of defaults and the severity of losses on mortgage loans or
contracts with document deficiencies may be higher than for mortgage loans or
contracts with no documentation deficiencies. To the extent that any document
relating to a loan is not in the possession of the trustee, the deficiency may
make it difficult or impossible to realize on the mortgaged property in the
event of foreclosure, which will affect the timing and the amount of
liquidation proceeds received by the trustee.

     The risk of loss may also be greater on mortgage loans or contracts with
loan-to-value ratios or combined loan-to-value ratios greater than 80% and no
primary insurance policies. The yield on any class of securities and the
timing of principal payments on that class may also be affected by
modifications or actions that may be taken or approved by the servicer, the
subservicer or any of their affiliates as described in this prospectus under
"Description of the Certificates--Servicing of Mortgage Loans and Contracts,"
in connection with a mortgage loan or contract that is in default, or if a
default is reasonably foreseeable.

     In addition, the rate and timing of prepayments, defaults and
liquidations on the mortgage loans or contracts will be affected by the
general economic condition of the region of the country or the locality in
which the related mortgaged properties are located. The risk of delinquencies
and loss is greater and prepayments are less likely in regions where a weak or
deteriorating economy exists, as may be evidenced by, among other factors,
increasing unemployment or falling property values.

     For some loans, including adjustable rate mortgage loans, the loan rate
at origination may be below the rate that would result if the index and margin
relating to those loans were applied at origination. Under the applicable
underwriting standards, the borrower under each of the loans usually will be
qualified on the basis of the loan rate in effect at origination which
reflects a rate significantly lower than the maximum rate. The repayment of
any loan may thus be dependent on the ability of the borrower to make larger
monthly payments following the adjustment of the loan rate. In addition, the
periodic increase in the amount paid by the borrower of a Buy-Down Loan during
or at the end of the applicable buy-down period may create a greater financial
burden for the borrower, who might not have otherwise qualified for a mortgage
under the applicable underwriting guidelines, and may accordingly increase the
risk of default for the related loan.

     For any loans secured by junior liens on the related mortgaged property,
the inability of the borrower to pay off the balance thereof may be affected
by the ability of the borrower to obtain refinancing of any related senior
loan, thereby preventing a potential improvement in the borrower's
circumstances.

     The holder of a loan secured by a junior lien on the related mortgaged
property will be subject to a loss of its mortgage if the holder of a senior
mortgage is successful in foreclosure of its mortgage and its claim, including
any related foreclosure costs, is not paid in full, since no junior liens or
encumbrances survive such a foreclosure. Also, due to the priority of the
senior mortgage, the holder of a loan secured by a junior lien on the related
mortgaged property may not be able to control the timing, method or procedure
of any foreclosure action relating to the mortgaged property. Investors should
be aware that any liquidation, insurance or condemnation proceeds receiving
relating to any loans secured by junior liens on the related mortgaged
property will be available to satisfy the outstanding balance of such loans
only to the extent that the claims of the holders of the senior mortgages have
been satisfied in full, including any related foreclosure costs. For loans
secured by junior liens that have low balances relative to the amount secured
by more senior mortgages, foreclosure costs may be substantial relative to the
outstanding balance of the loan, and the amount of any liquidation proceeds
available to certificateholders may be smaller as a percentage of the
outstanding balance of the loan than would be the case for a first lien
residential loan. In addition, the holder of a loan secured by a junior lien
on the related mortgaged property may only foreclose on the property securing
the related loan subject to any senior mortgages, in which case the holder
must either pay the entire amount due on the senior mortgages to the senior
mortgagees at or prior to the foreclosure sale or undertake the obligation to
make payments on the senior mortgages.

     Similarly, a borrower of a Balloon Loan will be required to pay the
Balloon Amount at maturity. Those loans pose a greater risk of default than
fully-amortizing loans, because the borrower's ability to make such a
substantial payment at maturity will in most cases depend on the borrower's
ability to obtain refinancing or to sell the mortgaged property prior to the
maturity of the loan. The ability to obtain refinancing will depend on a
number of factors prevailing at the time refinancing or sale is required,
including, without limitation, the borrower's personal economic circumstances,
the borrower's equity in the related mortgaged property, real estate values,
prevailing market interest rates, tax laws and national and regional economic
conditions. None of the depositor, any seller, or any of their affiliates will
be obligated to refinance or repurchase any loan or to sell any mortgaged
property, unless that obligation is specified in the accompanying prospectus
supplement.

     The loans rates on adjustable rate mortgage loans that are subject to
negative amortization typically adjust monthly and their amortization
schedules adjust less frequently. Because initial loan rates are typically
lower than the sum of the indices applicable at origination and the related
margins, during a period of rising interest rates as well as immediately after
origination, the amount of interest accruing on the principal balance of those
loans may exceed the amount of the scheduled monthly payment. As a result, a
portion of the accrued interest on negatively amortizing loans may become
deferred interest which will be added to their principal balance and will bear
interest at the applicable loan rate.

     If stated in the accompanying prospectus supplement, a trust may contain
GPM Loans or Buy-down Loans that have monthly payments that increase during
the first few years following origination. Borrowers in most cases will be
qualified for those loans on the basis of the initial monthly payment. To the
extent that the related borrower's income does not increase at the same rate
as the monthly payment, such a loan may be more likely to default than a
mortgage loan with level monthly payments.

     Manufactured homes, unlike residential real estate properties, in most
cases depreciate in value. Consequently, at any time after origination it is
possible, especially in the case of contracts with high loan-to-value ratios
at origination, that the market value of a manufactured home may be lower than
the principal amount outstanding under the related contract.

     If credit enhancement for a series of securities is provided by a letter
of credit, insurance policy or bond that is issued or guaranteed by an entity
that suffers financial difficulty, that credit enhancement may not provide the
level of support that was anticipated at the time an investor purchased its
certificate. In the event of a default under the terms of a letter of credit,
insurance policy or bond, any Realized Losses on the loans not covered by the
credit enhancement will be applied to a series of securities in the manner
described in the accompanying prospectus supplement and may reduce an
investor's anticipated yield to maturity.

     The accompanying prospectus supplement may set forth other factors
concerning the loans securing a series of securities or the structure of that
series that will affect the yield on the securities.

     No assurance can be given that the value of the mortgaged property
securing a loan has remained or will remain at the level existing on the date
of origination. If the residential real estate market should experience an
overall decline in property values such that the outstanding balances of the
loans and any secondary financing on the mortgaged properties in a particular
pool become equal to or greater than the value of the mortgaged properties,
the actual rates of delinquencies, foreclosures and losses could be higher
than those now generally experienced in the mortgage lending industry.

     Generally, when a full prepayment is made on a mortgage loan or contract,
the mortgagor under the mortgage loan or the obligor under a contract, is
charged interest for the number of days actually elapsed from the due date of
the preceding monthly payment up to the date of such prepayment, at a daily
interest rate determined by dividing the mortgage rate or contract rate by
365. Full prepayments will reduce the amount of interest paid by the related
mortgagor or obligor because interest on the principal amount of any mortgage
loan or contract so prepaid will be paid only to the date of prepayment
instead of for a full month; however, unless otherwise provided in the
applicable prospectus supplement, the servicer with respect to a series will
be required to pay from its own funds the portion of any interest at the
related mortgage rate or contract rate, in each case less the servicing fee
rate, that is not so received. Partial prepayments generally are applied on
the first day of the month following receipt, with no resulting reduction in
interest payable for the period in which the partial prepayment is made.
Accordingly, to the extent not covered by the servicer, prepayments will
reduce the yield to maturity of the certificates. See "Maturity and Prepayment
Considerations" in this prospectus.

                    Maturity and Prepayment Considerations

     As indicated in this prospectus under "The Trust Fund," the original
terms to maturity of the loans in a given trust will vary depending on the
type of loans included in that trust. The prospectus supplement for a series
of securities will contain information regarding the types and maturities of
the loans in the related trust. The prepayment experience, the timing and rate
of repurchases and the timing and amount of liquidations for the related loans
will affect the weighted average life of and yield on the related series of
securities.

     Prepayments on loans are commonly measured relative to a prepayment
standard or model. The prospectus supplement for each series of securities may
describe one or more prepayment standards or models and may contain tables
setting forth the projected yields to maturity on each class of securities or
the weighted average life of each class of securities and the percentage of
the original principal amount of each class of securities of that series that
would be outstanding on the specified distribution dates for the series based
on the assumptions stated in the accompanying prospectus supplement, including
assumptions that prepayments on the loans are made at rates corresponding to
various percentages of the prepayment standard or model. There is no assurance
that prepayment of the loans underlying a series of securities will conform to
any level of the prepayment standard or model specified in the accompanying
prospectus supplement.

     The following is a list of factors that may affect prepayment experience:

     o    homeowner mobility;

     o    economic conditions;

     o    changes in borrowers' housing needs;

     o    job transfers;

     o    unemployment;

     o    borrowers' equity in the properties securing the mortgages;

     o    servicing decisions;

     o    enforceability of due-on-sale clauses;

     o    mortgage market interest rates;

     o    mortgage recording taxes;

     o    solicitations and the availability of mortgage funds; and

     o    the obtaining of secondary financing by the borrower.

     All statistics known to the depositor that have been compiled for
prepayment experience on loans indicate that while some loans may remain
outstanding until their stated maturities, a substantial number will be paid
significantly earlier than their respective stated maturities. The rate of
prepayment for conventional fixed-rate loans has fluctuated significantly in
recent years. In general, however, if prevailing interest rates fall
significantly below the loan rates on the loans underlying a series of
securities, the prepayment rate of those loans is likely to be significantly
higher than if prevailing rates remain at or above the rates borne by those
loans. Conversely, when prevailing interest rates increase, borrowers are less
likely to prepay their loans.

     Some mortgage loans may only be prepaid by the borrowers during specified
periods upon the payment of a prepayment fee or penalty. The requirement to
pay a prepayment fee or penalty may discourage some borrowers from prepaying
their mortgage loans or contracts. The servicer or subservicer will be
entitled to all prepayment charges and late payment charges received on the
loans and those amounts will not be available for payment on the securities,
except to the extent specified in the related prospectus supplement. However,
some states' laws restrict the imposition of prepayment charges even when the
mortgage loans or contracts expressly provide for the collection of those
charges. As a result, it is possible that prepayment charges may not be
collected even on mortgage loans or contracts that provide for the payment of
these charges.

     The addition of any deferred interest to the principal balance of any
related class of securities will lengthen the weighted average life of that
class of securities and may adversely affect yield to holders of those
securities.

     Mortgage loans and contracts with fixed interest rates, except in the
case of FHA and VA Loans, generally contain due-on-sale clauses permitting the
mortgagee or obligee to accelerate the maturity thereof upon conveyance of the
mortgaged property. In most cases, the servicer may permit proposed
assumptions of mortgage loans and contracts where the proposed buyer meets the
underwriting standards applicable to that mortgage loan or contract. This
assumption would have the effect of extending the average life of the mortgage
loan or contract. FHA Loans and VA Loans are not permitted to contain "due on
sale" clauses, and are freely assumable.

     An adjustable rate mortgage loan is assumable, in some circumstances, if
the proposed transferee of the related mortgaged property establishes its
ability to repay the loan and, in the reasonable judgment of the servicer, the
security for the adjustable rate mortgage loan would not be impaired by the
assumption. The extent to which adjustable rate mortgage loans are assumed by
purchasers of the mortgaged properties rather than prepaid by the related
borrowers in connection with the sales of the mortgaged properties will affect
the weighted average life of the related series of securities. See
"Description of the Certificates--Servicing of Mortgage Loans and Contracts,"
"--Enforcement of "Due-on-Sale" Clauses; Realization Upon Defaulted Mortgage
Loans," and "Certain Legal Aspects of the Mortgage Loans and
Contracts--Enforceability of Certain Provisions" for a description of
provisions of each agreement and legal developments that may affect the
prepayment rate of loans.

     The terms of the pooling and servicing agreement related to a specific
series generally will require the related subservicer, special servicer, if
applicable, or servicer to enforce any due-on-sale clause to the extent it has
knowledge of the conveyance or the proposed conveyance of the underlying
mortgaged property or Cooperative Dwelling; provided, however, that any
enforcement action that would impair or threaten to impair any recovery under
any related insurance policy will not be required or permitted. See
"Description of the Certificates--Enforcement of "Due-On-Sale" Clauses;
Realization Upon Defaulted Mortgage Loans" and "Certain Legal Aspects of the
Mortgage Loans and Contracts--The Mortgage Loans" for a description of certain
provisions of each pooling and servicing agreement and certain legal
developments that may affect the prepayment experience on the related mortgage
loans.

     At the request of the related mortgagors, the related servicer or
subservicer, as applicable, may refinance the mortgage loans in any mortgage
pool by accepting prepayments on those mortgage loans and making new loans
secured by a mortgage on the same property. Upon any refinancing, the new
loans will not be included in the related mortgage pool and the related
servicer or subservicer, as applicable, will be required to repurchase the
affected mortgage loan. A mortgagor may be legally entitled to require the
related servicer or subservicer, as applicable, to allow a refinancing. Any
repurchase of a refinanced mortgage loan will have the same effect as a
prepayment in full of the related mortgage loan.

     For any index used in determining the rate of interest applicable to any
series of securities or loan rates of the underlying mortgage loans or
contracts, there are a number of factors that affect the performance of that
index and may cause that index to move in a manner different from other
indices. If an index applicable to a series responds to changes in the general
level of interest rates less quickly than other indices, in a period of rising
interest rates, increases in the yield to certificateholders due to those
rising interest rates may occur later than that which would be produced by
other indices, and in a period of declining rates, that index may remain
higher than other market interest rates which may result in a higher level of
prepayments of the loans, which adjust in accordance with that index, than of
mortgage loans or contracts which adjust in accordance with other indices.

     Mortgage loans made with respect to commercial properties, multifamily
properties and Mixed-Use Properties may have provisions that prohibit
prepayment entirely or for certain periods and/or require payment of premium
or yield maintenance penalties, and may provide for payments of interest only
during a certain period followed by amortization of principal on the basis of
a schedule extending beyond the maturity of the related mortgage loan.
Prepayments of such mortgage loans may be affected by these and other factors,
including changes in interest rates and the relative tax benefits associated
with ownership of commercial property, multifamily property and Mixed-Use
Property.

     If stated in the prospectus supplement relating to a specific series, the
depositor or other specified entity will have the option to repurchase the
assets included in the related trust fund under the conditions stated in the
related prospectus supplement. For any series of securities for which the
depositor has elected to treat the trust fund as a REMIC, any optional
repurchase of assets will be effected in compliance with the requirements of
Section 860F(a)(4) of the Code so as to constitute a "qualifying liquidation"
thereunder. In addition, the depositor will be obligated, under certain
circumstances, to repurchase certain assets of the related trust fund. The
sellers will also have certain repurchase obligations, as more fully described
in this prospectus. In addition, the mortgage loans underlying Mortgage
Certificates may be subject to repurchase under circumstances similar to those
described above. Repurchases of the mortgage loans underlying Mortgage
Certificates will have the same effect as prepayments in full. See "The Trust
Fund--Mortgage Loan Program--Representations by Unaffiliated Sellers;
Repurchases," "Description of the Certificates--Assignment of Mortgage Loans,"
"--Assignment of Mortgage Certificates," "--Assignment of Contracts" and
"--Termination."

                        Description of the Certificates

     Each series of securities will be issued pursuant to an agreement
consisting of either:

     o    a pooling and servicing agreement; or

     o    a trust agreement.

A pooling and servicing agreement will be an agreement among the depositor,
the servicer, if any, and the trustee named in the applicable prospectus
supplement. A trust agreement will be an agreement between the depositor and
the trustee. Forms of the pooling and servicing agreement and the trust
agreement have been filed as exhibits to the Registration Statement of which
this prospectus is a part. The following summaries describe all material terms
of the securities and the pooling and servicing agreements or trust agreement
that are not described in the related prospectus supplement. The summaries do
not purport to be complete and are subject to, and are qualified in their
entirety by reference to, all of the provisions of the pooling and servicing
agreement or trust agreement for the applicable series and the related
prospectus supplement.

General

     The trust fund with respect to a series will consist of:

     o    the mortgage loans, contracts, and Mortgage Certificates and
          distributions thereon as from time to time are subject to the
          applicable related pooling and servicing agreement;

     o    the assets as from time to time identified as deposited in the
          related Certificate Account;

     o    the related property acquired by foreclosure of mortgage loans or
          deed in lieu of foreclosure, or manufactured homes acquired by
          repossession;

     o    the surety bond or financial guaranty insurance policy, if any, with
          respect to that series;

     o    the letter of credit, if any, with respect to that series;

     o    the pool insurance policy, if any, with respect to that series,
          described below under "Description of Insurance",

     o    the special hazard insurance policy, if any, with respect to that
          series, described below under "Description of Insurance";

     o    the mortgagor bankruptcy bond and proceeds thereof, if any, with
          respect to that series, as described below under "Description of
          Insurance";

     o    the performance bond and proceeds thereof, if any, with respect to
          that series;

     o    the primary mortgage insurance policies, if any, with respect to
          that series, as described below under "Description of Insurance";
          and

     o    the GPM Funds and Buy-Down Funds, if any, with respect to that
          series; or, in lieu of some or all of the foregoing, the Alternative
          Credit Support as shall be described in the applicable prospectus
          supplement.

     Upon the original issuance of a series of securities, certificates
representing the minimum undivided interest or beneficial ownership interest
in the related trust fund or the minimum notional amount allocable to each
class will evidence the undivided interest, beneficial ownership interest or
percentage ownership interest specified in the related prospectus supplement.

     If stated in the related prospectus supplement, one or more subservicers
or the depositor may directly perform some or all of the duties of a servicer
with respect to a series.

     If stated in the prospectus supplement for a series, ownership of the
trust fund for that series may be evidenced by one or more classes of
certificates. Distributions of principal and interest with respect to those
classes may be made on a sequential or concurrent basis, as specified in the
related prospectus supplement.

     The Residual Certificates, if any, included in a series will be
designated by the depositor as the "residual interest" in the related REMIC
for purposes of Section 860G(a)(2) of the Code, and will represent the right
to receive distributions as specified in the prospectus supplement for the
related series. All other classes of securities of the related series will
constitute "regular interests" in the related REMIC, as defined in the Code.
If stated in the related prospectus supplement, the Residual Certificates may
be offered hereby and by means of the related prospectus supplement. See
"Federal Income Tax Consequences" in this prospectus.

     If stated in the prospectus supplement for a series, each asset in the
related trust fund will be assigned an initial asset value. If stated in the
related prospectus supplement, the asset value of each asset in the related
trust fund will be the Certificate Principal Balance of each class or classes
of certificates of that series that, based upon certain assumptions, can be
supported by distributions on the Trust Assets allocable to that class or
subclass, together with reinvestment income thereon, to the extent specified
in the related prospectus supplement. The method of determining the asset
value of the assets in the trust fund for a series will be specified in the
related prospectus supplement.

     If stated in the prospectus supplement with respect to a series,
ownership of the trust fund for that series may be evidenced by one or more
classes or subclasses of securities that are senior securities and one or more
classes or subclasses of securities that are subordinated securities, each
representing the undivided interests in the trust fund specified in the
related prospectus supplement. If stated in the related prospectus supplement,
one or more classes or subclasses of subordinated securities of a series may
be subordinated to the right of the holders of securities of one or more other
classes or subclasses of subordinated securities within that series to receive
distributions with respect to the mortgage loans or contracts in the related
trust fund, in the manner and to the extent specified in the related
prospectus supplement. If stated in the related prospectus supplement, the
holders of the senior certificates of that series may have the right to
receive a greater than pro rata percentage of prepayments of principal on the
related mortgage loans, contracts or mortgage loans underlying the related
Mortgage Certificates in the manner and under the circumstances described in
the related prospectus supplement.

     If stated in the related prospectus supplement, the depositor may sell
certain classes or subclasses of the certificates of a series, including one
or more classes or subclasses of subordinated certificates or Residual
Certificates, in privately negotiated transactions exempt from registration
under the Securities Act of 1933, as amended. Certificates sold in one of
these privately negotiated exempt transactions will be transferable only
pursuant to an effective registration statement or an applicable exemption
under the Securities Act of 1933, as amended, and pursuant to any applicable
state law. Alternatively, if stated in the related prospectus supplement, the
depositor may offer one or more classes or subclasses of the subordinated
certificates or Residual Certificates of a series by means of this prospectus
and the related prospectus supplement. The certificates of a series offered
hereby and by means of the related prospectus supplements will be transferable
and exchangeable at the office or agency maintained by the trustee for the
purposes set forth in the related prospectus supplement. No service charge
will be made for any transfer or exchange of certificates, but the trustee may
require payment of a sum sufficient to cover any tax or other governmental
charge in connection with any transfer or exchange.

Form of Certificates

     As specified in the applicable prospectus supplement, the securities of
each series will be issued either as physical securities or in book-entry
form. If issued as physical securities, the securities will be in fully
registered form only in the denominations specified in the accompanying
prospectus supplement, and will be transferable and exchangeable at the
corporate trust office of the certificate registrar appointed under the
related pooling and servicing agreement or trust agreement to register the
certificates. No service charge will be made for any registration of exchange
or transfer of securities, but the trustee may require payment of a sum
sufficient to cover any tax or other governmental charge. The term
certificateholder or holder refers to the entity whose name appears on the
records of the certificate registrar or, if applicable, a transfer agent, as
the registered holder of the certificate, except as otherwise indicated in the
accompanying prospectus supplement.

     If issued in book-entry form, the classes of a series of securities will
be initially issued through the book-entry facilities of The Depository Trust
Company, or DTC, or Clearstream Banking, societe anonyme, formerly known as
Cedelbank, SA, or Clearstream, or the Euroclear System in Europe, if they are
participants of those systems, or indirectly through organizations which are
participants in those systems, or through any other depository or facility as
may be specified in the accompanying prospectus supplement. As to any class of
book-entry securities so issued, the record holder of those securities will be
DTC's nominee. Clearstream and Euroclear System will hold omnibus positions on
behalf of their participants through customers' securities accounts in
Clearstream's and Euroclear System's names on the books of their respective
depositaries, which in turn will hold those positions in customers' securities
accounts in the depositaries' names on the books of DTC. DTC is a
limited-purpose trust company organized under the laws of the State of New
York, which holds securities for its DTC participants, which include
securities brokers and dealers, banks, trust companies and clearing
corporations. DTC together with the Clearstream and Euroclear System
participating organizations facilitates the clearance and settlement of
securities transactions between participants through electronic book-entry
changes in the accounts of participants. Other institutions that are not
participants but indirect participants which clear through or maintain a
custodial relationship with participants have indirect access to DTC's
clearance system.

     Unless otherwise specified in the accompanying prospectus supplement, no
beneficial owner in an interest in any book-entry certificate will be entitled
to receive a certificate representing that interest in registered,
certificated form, unless either (i) DTC ceases to act as depository for that
certificate and a successor depository is not obtained, or (ii) the depositor
elects in its sole discretion to discontinue the registration of the
securities through DTC. Prior to any such event, beneficial owners will not be
recognized by the trustee, the servicer or the subservicer as holders of the
related securities for purposes of the related agreement, and beneficial
owners will be able to exercise their rights as owners of their securities
only indirectly through DTC, participants and indirect participants. Any
beneficial owner that desires to purchase, sell or otherwise transfer any
interest in book-entry securities may do so only through DTC, either directly
if the beneficial owner is a participant or indirectly through participants
and, if applicable, indirect participants. Under the procedures of DTC,
transfers of the beneficial ownership of any book-entry securities will be
required to be made in minimum denominations specified in the accompanying
prospectus supplement. The ability of a beneficial owner to pledge book-entry
securities to persons or entities that are not participants in the DTC system,
or to otherwise act with respect to the securities, may be limited because of
the lack of physical certificates evidencing the securities and because DTC
may act only on behalf of participants.

     Because of time zone differences, the securities account of a Clearstream
or Euroclear System participant as a result of a transaction with a DTC
participant, other than a depositary holding on behalf of Clearstream or
Euroclear System, will be credited during a subsequent securities settlement
processing day, which must be a business day for Clearstream or Euroclear
System, as the case may be, immediately following the DTC settlement date.
Credits or any transactions in those securities settled during this processing
will be reported to the relevant Euroclear System participant or Clearstream
participants on that business day. Cash received in Clearstream or Euroclear
System as a result of sales of securities by or through a Clearstream
participant or Euroclear System participant to a DTC participant, other than
the depositary for Clearstream or Euroclear System, will be received with
value on the DTC settlement date, but will be available in the relevant
Clearstream or Euroclear System cash account only as of the business day
following settlement in DTC.

     Transfers between participants will occur in accordance with DTC rules.
Transfers between Clearstream participants and Euroclear System participants
will occur in accordance with their respective rules and operating procedures.

     Cross-market transfers between persons holding directly or indirectly
through DTC, on the one hand, and directly or indirectly through Clearstream
participants or Euroclear System participants, on the other, will be effected
in DTC in accordance with DTC rules on behalf of the relevant European
international clearing system by the relevant depositaries; however, the cross
market transactions will require delivery of instructions to the relevant
European international clearing system by the counterparty in that system in
accordance with its rules and procedures and within its established deadlines
defined with respect to European time. The relevant European international
clearing system will, if the transaction meets its settlement requirements,
deliver instructions to its depositary to take action to effect final
settlement on its behalf by delivering or receiving securities in DTC, and
making or receiving payment in accordance with normal procedures for same day
funds settlement applicable to DTC. Clearstream participants and Euroclear
System participants may not deliver instructions directly to the depositaries.

     Clearstream, as a professional depository, holds securities for its
participating organizations and facilitates the clearance and settlement of
securities transactions between Clearstream participants through electronic
book-entry changes in accounts of Clearstream participants, thereby
eliminating the need for physical movement of securities. As a professional
depository, Clearstream is subject to regulation by the Luxembourg Monetary
Institute.

     Euroclear System was created to hold securities for participants of
Euroclear System and to clear and settle transactions between Euroclear System
participants through simultaneous electronic book-entry delivery against
payment, thereby eliminating the need for physical movement of securities and
any risk from lack of simultaneous transfers of securities and cash. Euroclear
System operator is the Brussels, Belgium office of Morgan Guaranty Trust
Company of New York, under contract with the clearance cooperative, Euroclear
System Clearance Systems S.C., a Belgian co-operative corporation. All
operations are conducted by the Euroclear System operator, and all Euroclear
System securities clearance accounts and Euroclear System cash accounts are
accounts with the Euroclear System operator, not the clearance cooperative.

     The clearance cooperative establishes policy for Euroclear System on
behalf of Euroclear System participants. The Euroclear System operator is the
Belgian branch of a New York banking corporation which is a member bank of the
Federal Reserve System. As a result, it is regulated and examined by the Board
of Governors of the Federal Reserve System and the New York State Banking
Department, as well as the Belgian Banking Commission. Securities clearance
accounts and cash accounts with the Euroclear System operator are governed by
the terms and conditions Governing Use of Euroclear System and the related
operating procedures of the Euroclear System and applicable Belgian law. The
terms and conditions govern transfers of securities and cash within Euroclear
System, withdrawals of securities and cash from Euroclear System, and receipts
of payments for securities in Euroclear System. All securities in Euroclear
System are held on a fungible basis without attribution of specific securities
to specific securities clearance accounts.

     Distributions on the book-entry securities will be forwarded by the
trustee to DTC, and DTC will be responsible for forwarding those payments to
participants, each of which will be responsible for disbursing the payments to
the beneficial owners it represents or, if applicable, to indirect
participants. Accordingly, beneficial owners may experience delays in the
receipt of payments relating to their securities. Under DTC's procedures, DTC
will take actions permitted to be taken by holders of any class of book-entry
securities under the related agreement only at the direction of one or more
participants to whose account the book-entry securities are credited and whose
aggregate holdings represent no less than any minimum amount of percentage
interests or voting rights required therefor. DTC may take conflicting actions
for any action of certificateholders of any class to the extent that
participants authorize those actions. None of the servicer, the subservicer,
the depositor, the trustee or any of their respective affiliates will have any
liability for any aspect of the records relating to or payments made on
account of beneficial ownership interests in the book-entry securities, or for
maintaining, supervising or reviewing any records relating to those beneficial
ownership interests.

Distributions of Principal and Interest

     Beginning on the date specified in the related prospectus supplement,
distributions of principal and interest on the certificates of a series will
be made by the servicer or trustee, if stated in the related prospectus
supplement, on each distribution date to persons in whose name the
certificates are registered at the close of business on the day specified in
the related prospectus supplement. Distributions of interest will be
calculated in the manner and at the per annum rate specified in the related
prospectus supplement, which rate may be fixed or variable. Interest on the
certificates will be calculated on the basis of a 360-day year consisting of
twelve 30-day months, or such other method as specified in the related
prospectus supplement. Distributions of principal on the certificates will be
made in the priority and manner and in the amounts specified in the related
prospectus supplement.

     On each distribution date, the trustee will distribute to each holder of
a certificate for each class or subclass an amount equal to:

     o    the product of the Percentage Interest evidenced by that certificate
          and the interest of the related class or subclass in the
          distribution of principal and the distribution of interest; or

     o    some other amount as described in the related prospectus supplement.

A certificate of a class or subclass may represent a right to receive a
percentage of both the distribution of principal and the distribution of
interest or a percentage of either the distribution of principal or the
distribution of interest, as specified in the related prospectus supplement.
If stated in the related prospectus supplement, a class or subclass of
certificates may be entitled to interest only or principal only.

     If stated in the related prospectus supplement, the holders of the senior
certificates may have the right to receive a percentage of prepayments of
principal on the related mortgage loans or contracts that is greater than the
percentage of regularly scheduled payment of principal that holder is entitled
to receive. These percentages may vary from time to time, subject to the terms
and conditions specified in the prospectus supplement.

     Distributions of interest on certain classes or subclasses of
certificates, known as Compound Interest Certificates, will be made only after
the occurrence of certain events specified in the related prospectus
supplement. Prior to the time distributions of interest are made on those
certificates, accrued and unpaid interest, or Accrual Distribution Amount,
will be added to the Certificate Principal Balance of those certificates on
each distribution date and will accrue interest until paid as described in the
related prospectus supplement. If stated in the related prospectus supplement,
the Accrual Distribution Amount will be payable as principal to one or more
classes or subclasses of certificates.

     Distributions in reduction of the Certificate Principal Balance of
certificates of a series will be made on each distribution date for the
related series to the holders of the certificates of the class or subclass
then entitled to receive distributions until the aggregate amount of
distributions have reduced the Certificate Principal Balance of the
certificates to zero. Allocation of distributions in reduction of Certificate
Principal Balance will be made to each class or subclass of certificates in
the order and amounts specified in the related prospectus supplement, which,
if stated in the related prospectus supplement, may be concurrently.

     The Certificate Principal Balance of a certificate of a series at any
time represents the maximum specified dollar amount, exclusive of interest at
the related Pass-Through Rate, to which the holder thereof is entitled from
the assets in the trust fund for the related series, and will decline to the
extent distributions in reduction of Certificate Principal Balance are
received by, and losses on the mortgage loans or contracts are allocated to,
the certificateholder. The initial Certificate Principal Balance of each class
or subclass within a series that has been assigned a Certificate Principal
Balance will be specified in the related prospectus supplement.

     Distributions, other than the final distribution in retirement of the
certificates, will be made by check mailed to the address of the person
entitled thereto as it appears on the certificate register for the related
series, except that, with respect to any holder of a certificate meeting the
requirements specified in the applicable prospectus supplement, distributions
shall be made by wire transfer in immediately available funds, provided that
the trustee shall have been furnished with appropriate wiring instructions not
less than two business days prior to the related distribution date. The final
distribution in retirement of certificates will be made only upon presentation
and surrender of the certificates at the office or agency designated by the
trustee or the servicer for that purpose, as specified in the final
distribution notice to certificateholders.

Assignment of Mortgage Loans

     The depositor will cause the mortgage loans constituting a mortgage pool
to be assigned to the trustee, together with all principal and interest
received on or with respect to those mortgage loans after the Cut-off Date,
but not including principal and interest due on or before the Cut-off Date.
The trustee will, concurrently with the assignment of mortgage loans, deliver
the certificates to the depositor in exchange for the mortgage loans. Each
mortgage loan will be identified in a schedule appearing as an exhibit to the
related pooling and servicing agreement. The schedule will include information
as to the adjusted principal balance of each mortgage loan as of the Cut-off
Date, as well as information respecting the mortgage rate, the currently
scheduled monthly, or other periodic, payment of principal and interest, the
maturity date of the Mortgage Note and the loan-to-value ratio of the mortgage
loan at origination.

     If stated in the accompanying prospectus supplement, and in accordance
with the rules of membership of MERSCORP, Inc. and/or Mortgage Electronic
Registration Systems, Inc. or, MERS(R), assignments of mortgages for any trust
asset in the related trust will be registered electronically through Mortgage
Electronic Registration Systems, Inc., or MERS(R) System. For trust assets
registered through the MERS(R) System, MERS(R) shall serve as mortgagee of
record solely as a nominee in an administrative capacity on behalf of the
trustee and shall not have any interest in any of those trust assets.

     In addition, in most cases the depositor will, as to each mortgage loan
that is not a Cooperative Loan, deliver or cause to be delivered to the
trustee, or to the custodian hereinafter referred to, the Mortgage Note
endorsed to the order of the trustee or in blank, the mortgage with evidence
of recording indicated thereon and, except in the case of a mortgage
registered with MERS(R), an assignment of the mortgage in recordable form.
With respect to any mortgage not returned from the public recording office,
the depositor will deliver a copy of the mortgage together with its
certificate stating that the original of the mortgage was delivered to the
recording office. In most cases, assignments of the mortgage loans to the
trustee will be recorded in the appropriate public office for real property
records, except in states where, in the opinion of counsel acceptable to the
trustee, a recording is not required to protect the trustee's interest in the
mortgage loan against the claim of any subsequent transferee or any successor
to or creditor of the depositor or the originator of the mortgage loan. In
other cases, the Mortgage Notes and mortgages may be retained by sellers
unaffiliated with the depositor or the servicer under the circumstances
described in the related prospectus supplement, and the assignments of
mortgage into the name of the trustee will only be recorded under the
circumstances described in the related prospectus supplement. In addition,
with respect to any commercial mortgage loans, multifamily mortgage loans and
Mixed-Use Mortgage Loans, the depositor will deliver or cause to be delivered
to the trustee, or the custodian hereinafter referred to, the assignment of
leases, rents and profits, if separate from the mortgage, and an executed
re-assignment of assignment of leases, rents and profits.

     The depositor will cause to be delivered to the trustee, its agent, or a
custodian, with respect to any Cooperative Loan, the related original security
agreement, the proprietary lease or occupancy agreement, the recognition
agreement, an executed financing statement and the relevant stock certificate
and related blank stock powers. The servicer will file in the appropriate
office a financing statement evidencing the trustee's security interest in
each Cooperative Loan.

     The trustee or a custodian on behalf of the trustee will, within a
specified number of days after receipt thereof, review the mortgage loan
documents. If the seller or another entity specified in the related prospectus
supplement cannot cure any material omission or defect in the mortgage loan
documents within the time period specified in the related prospectus
supplement, the seller or other entity will be obligated to either substitute
the affected mortgage loan for a substitute mortgage loan or loans, or to
repurchase the related mortgage loan from the trustee within the time period
specified in the related prospectus supplement at a price equal to the
principal balance thereof as of the date of purchase or, in the case of a
series as to which an election has been made to treat the related trust fund
as a REMIC, at some other price as may be necessary to avoid a tax on a
prohibited transaction, as described in Section 860F(a) of the Code, in each
case together with accrued interest at the applicable mortgage rate to the
first day of the month following the repurchase, plus the amount of any
unreimbursed Advances made by the servicer in respect of the related mortgage
loan. The servicer is obligated to enforce the repurchase obligation of the
seller, to the extent described above under "The Trust Fund--Representations
by Unaffiliated Sellers; Repurchases." This purchase obligation constitutes
the sole remedy available to the certificateholders or the trustee for a
material omission or defect in a constituent document. If stated in the
related prospectus supplement, mortgage loans or contracts will not be
required to be repurchased or substituted for upon the discovery of certain
omissions or defects in a constituent document.

     If stated in the applicable prospectus supplement, with respect to the
mortgage loans in a mortgage pool, the depositor or the seller will make
representations and warranties as to the types and geographical distribution
of the related mortgage loans and as to the accuracy in all material respects
of certain information furnished to the trustee in respect of each mortgage
loan. In addition, if stated in the related prospectus supplement, the
depositor will represent and warrant that, as of the Cut-off Date for the
related series of certificates, no mortgage loan is more than 30 days
delinquent as to payment of principal and interest. Upon a breach of any
representation or warranty by the depositor or the seller that materially and
adversely affects the interest of the certificateholders, the depositor or the
seller, as applicable, will be obligated either to cure the breach in all
material respects or to purchase the mortgage loan at the purchase price set
forth in the previous paragraph. In some cases, the depositor or the seller
may substitute for mortgage loans as described in the succeeding paragraph.
This repurchase or substitution obligation constitutes the sole remedy
available to the certificateholders or the trustee for a breach of
representation or warranty by the depositor or the seller.

     Within the period specified in the related prospectus supplement,
following the date of issuance of a series of certificates, the depositor, the
servicer, sellers unaffiliated with the depositor or the related subservicer,
as the case may be, may deliver to the trustee substitute mortgage loans in
substitution for any one or more of the mortgage loans initially included in
the trust fund but which do not conform in one or more respects to the
description thereof contained in the related prospectus supplement, or as to
which a breach of a representation or warranty is discovered, which breach
materially and adversely affects the interests of the certificateholders. The
required characteristics of any substitute mortgage loan and any additional
restrictions relating to the substitution of mortgage loans will generally be
as described in this prospectus under "The Trust Fund-- Representations by
Unaffiliated Sellers; Repurchases."

     If stated in related prospectus supplement, mortgage loans may be
transferred to the trust fund with documentation of defects or omissions, such
as missing notes or mortgages or missing title insurance policies. If stated
in the related prospectus supplement, none of the seller, the depositor or any
other person will be required to cure those defects or repurchase those
mortgage loans if the defect or omission is not cured.

     The trustee will be authorized, with the consent of the depositor and the
servicer, to appoint a custodian pursuant to a custodial agreement to maintain
possession of documents relating to the mortgage loans as the agent of the
trustee.

     Pursuant to each pooling and servicing agreement, the servicer, either
directly or through subservicers, or a special servicer, if applicable, will
service and administer the mortgage loans assigned to the trustee as more
fully set forth below. The special servicer may also be a party to the pooling
and servicing agreement with respect to a series of certificates, in which
case the related prospectus supplement shall set forth the duties and
responsibilities of the special servicer thereunder.

Assignment of Contracts

     The depositor will cause the contracts constituting the contract pool to
be assigned to the trustee, together with principal and interest due on or
with respect to the contracts after the Cut-off Date, but not including
principal and interest due on or before the Cut-off Date. If the depositor is
unable to obtain a perfected security interest in a contract prior to transfer
and assignment to the trustee, the related unaffiliated seller will be
obligated to repurchase that contract. The trustee, concurrently with an
assignment of contracts, will authenticate and deliver the certificates for
that series. Each contract will be identified in a schedule appearing as an
exhibit to the related pooling and servicing agreement. That contract schedule
will specify, with respect to each contract, among other things:

     o    the original principal amount and the adjusted principal balance as
          of the close of business on the Cut-off Date;

     o    the annual percentage rate;

     o    the current scheduled monthly level payment of principal and
          interest; and

     o    the maturity of the contract.

     In addition, in most cases the depositor, as to each contract, will
deliver or cause to be delivered to the trustee, or, as specified in the
related prospectus supplement, the custodian, the original contract and copies
of documents and instruments related to each contract and the security
interest in the manufactured home securing each contract. In other cases, the
contract and other documents and instruments may be retained by sellers
unaffiliated with the depositor or the servicer under the circumstances
described in the related prospectus supplement. In order to give notice of the
right, title and interest of the certificateholders to the contracts, the
depositor will cause a UCC-1 financing statement to be executed by the
depositor identifying the trustee as the secured party and identifying all
contracts as collateral. If stated in the related prospectus supplement, the
contracts will be stamped or otherwise marked to reflect their assignment from
the depositor to the trust fund. However, in most cases the contracts will not
be stamped or otherwise marked to reflect their assignment from the depositor
to the trust fund. Therefore, if a subsequent purchaser were able to take
physical possession of the contracts without notice of the assignment to the
trustee, the interest of the certificateholders in the contracts could be
defeated. See "Certain Legal Aspects of Mortgage Loans and Contracts--The
Contracts" in this prospectus.

     The trustee, or a custodian on behalf of the trustee, will review the
contract documents within the number of days specified in the related
prospectus supplement after receipt thereof. If any contract document is found
to be defective in any material respect, the related seller unaffiliated with
the depositor must cure that defect within 90 days, or within some other
period that is specified in the related prospectus supplement. If the defect
is not cured, the related seller will repurchase the related contract or any
property acquired in respect thereof from the trustee at a price equal to:

     o    the remaining unpaid principal balance of the defective contract; or

     o    in the case of a repossessed manufactured home, the unpaid principal
          balance of the defective contract immediately prior to the
          repossession; or

     o    in the case of a series as to which an election has been made to
          treat the related trust fund as a REMIC, at some other price as may
          be necessary to avoid a tax on a prohibited transaction, as
          described in Section 860F(a) of the Code;

in each case together with accrued but unpaid interest to the first day of the
month following repurchase, plus any unreimbursed Advances respecting the
defective contract. The repurchase obligation constitutes the sole remedy
available to the certificateholders or the trustee for a material defect in a
contract document.

     If stated in the related prospectus supplement, each seller of contracts
will have represented, among other things, that:

     o    immediately prior to the transfer and assignment of the contracts,
          the seller unaffiliated with the depositor had good title to, and
          was the sole owner of each contract and there had been no other sale
          or assignment thereof;

     o    as of the date of the transfer to the depositor, the contracts are
          subject to no offsets, defenses or counterclaims;

     o    each contract at the time it was made complied in all material
          respects with applicable state and federal laws, including usury,
          equal credit opportunity and disclosure laws;

     o    as of the date of the transfer to the depositor, each contract is a
          valid first lien on the related manufactured home and the related
          manufactured home is free of material damage and is in good repair;

     o    as of the date of the transfer to the depositor, no contract is more
          than 30 days delinquent in payment and there are no delinquent tax
          or assessment liens against the related manufactured home; and

     o    with respect to each contract, the manufactured home securing the
          contract is covered by a standard hazard insurance policy in the
          amount required in the related pooling and servicing agreement and
          that all premiums now due on the insurance have been paid in full.

     All of the representations and warranties of a seller in respect of a
contract will have been made as of the date on which that seller sold the
contract to the depositor or its affiliate, which may be a date prior to the
date of initial issuance of the related series of certificates. A substantial
period of time may have elapsed between the date as of which the
representations and warranties were made and the later date of initial
issuance of the related series of certificates. Since the representations and
warranties referred to in the preceding paragraph are the only representations
and warranties that will be made by a seller, the seller's repurchase
obligation described below will not arise if, during the period commencing on
the date of sale of a contract by the seller to the depositor or its
affiliate, the relevant event occurs that would have given rise to the
repurchase obligation had the event occurred prior to sale of the affected
contract.

     If a seller cannot cure a breach of any representation or warranty made
by it in respect of a contract that materially and adversely affects the
interest of the certificateholders in that contract within 90 days, or other
period specified in the related prospectus supplement, after notice from the
servicer, the related seller will be obligated to repurchase the defective
contract at a price equal to:

     o    the principal balance thereof as of the date of the repurchase; or

     o    in the case of a series as to which an election has been made to
          treat the related trust fund as a REMIC, at some other price as may
          be necessary to avoid a tax on a prohibited transaction, as
          described in Section 860F(a) of the Code;

in each case together with accrued and unpaid interest to the first day of the
month following repurchase, plus the amount of any unreimbursed Advances in
respect of the defective contract. The servicer will be required under the
applicable pooling and servicing agreement to enforce this obligation for the
benefit of the trustee and the certificateholders, following the practices it
would employ in its good faith business judgment were it the owner of the
contract. This repurchase obligation will constitute the sole remedy available
to certificateholders or the trustee for a breach of representation by a
seller unaffiliated with the depositor.

     Neither the depositor nor the servicer will be obligated to purchase a
contract if a seller defaults on its obligation to do so, and no assurance can
be given that sellers will carry out their respective repurchase obligations
with respect to defective contracts. However, to the extent that a breach of
the representations and warranties of a seller may also constitute a breach of
a representation made by the depositor, the depositor may have a purchase
obligation as described in this prospectus under "The Trust Fund--The Contract
Pools."

     If stated in the related prospectus supplement, the depositor may make
certain limited representations with respect to the contracts.

Assignment of Mortgage Certificates

     Pursuant to the applicable pooling and servicing agreement for a series
of certificates that includes Mortgage Certificates in the related trust fund,
the depositor will cause the Mortgage Certificates to be transferred to the
trustee together with all principal and interest distributed on those Mortgage
Certificates after the Cut-off Date. Each Mortgage Certificate included in a
trust fund will be identified in a schedule appearing as an exhibit to the
applicable pooling and servicing agreement. The schedule will include
information as to the principal balance of each Mortgage Certificate as of the
date of issuance of the certificates and its interest rate, maturity and
original principal balance. In addition, steps will be taken by the depositor
as are necessary to cause the trustee to become the registered owner of each
Mortgage Certificate which is included in a trust fund and to provide for all
distributions on each Mortgage Certificate to be made directly to the trustee.

     In connection with the assignment of Mortgage Certificates to the
trustee, the depositor will make certain representations and warranties in the
related pooling and servicing agreement as to, among other things, its
ownership of the Mortgage Certificates. In the event that these
representations and warranties are breached, and the breach or breaches
adversely affect the interests of the certificateholders in the Mortgage
Certificates, the depositor will be required to repurchase the affected
Mortgage Certificates at a price equal to the principal balance thereof as of
the date of purchase together with accrued and unpaid interest thereon at the
related pass-through rate to the distribution date for the Mortgage
Certificates. The Mortgage Certificates with respect to a series may also be
subject to repurchase, in whole but not in part, under the circumstances and
in the manner described in the related prospectus supplement. Any amounts
received in respect of repurchases of Mortgage Certificates will be
distributed to certificateholders on the immediately succeeding distribution
date or such other date described in the related prospectus supplement.

     The applicable prospectus supplement will describe the characteristics of
the mortgage loans and contracts underlying the Mortgage Certificates.

     If stated in the related prospectus supplement, within the specified
period following the date of issuance of a series of certificates, the
depositor may, in lieu of the repurchase obligation set forth above, and in
certain other circumstances, deliver to the trustee new Mortgage Certificates
in substitution for any one or more of the Mortgage Certificates initially
included in the trust fund. The required characteristics or any such
substitute Mortgage Certificates and any additional restrictions relating to
the substitution of Mortgage Certificates will be set forth in the related
prospectus supplement.

Servicing of Mortgage Loans and Contracts

     Each seller of a mortgage loan or a contract may act as the servicer for
the related mortgage loan or contract pursuant to a pooling and servicing
agreement. A representative form of pooling and servicing agreement has been
filed as an exhibit to the Registration Statement of which this prospectus is
a part. The following description does not purport to be complete and is
qualified in its entirety by reference to the pooling and servicing agreement
entered into by the servicer, the subservicer, the depositor and the trustee.
If a servicer is appointed pursuant to a separate servicing agreement, that
agreement will contain servicing provisions generally consistent with the
provisions described in this prospectus.

     Any servicer will be required to perform the customary functions of a
servicer, including:

     o    collection of payments from mortgagors and obligors and remittance
          of collections to the servicer;

     o    maintenance of primary mortgage, hazard insurance, FHA insurance and
          VA guarantees and filing and settlement of claims under those
          policies;

     o    maintenance of escrow accounts of mortgagors and obligors for
          payment of taxes, insurance, and other items required to be paid by
          the mortgagor pursuant to terms of the related mortgage loan or the
          obligor pursuant to the related contract;

     o    processing of assumptions or substitutions;

     o    attempting to cure delinquencies;

     o    supervising foreclosures or repossessions;

     o    inspection and management of mortgaged properties, Cooperative
          Dwellings or manufactured homes under certain circumstances; and

     o    maintaining accounting records relating to the mortgage loans and
          contracts.

     A servicer may delegate its servicing obligations to third-party
subservicers, but will continue to be responsible for the servicing of the
mortgage loans or contracts pursuant to the related pooling and servicing
agreement.

     A servicer or subservicer will also be obligated to make Advances in
respect of delinquent installments of principal and interest on mortgage loans
and contracts, as described more fully in this prospectus under "--Payments on
Mortgage Loans" and "--Payments on Contracts," and in respect of certain taxes
and insurance premiums not paid on a timely basis by mortgagors and obligors.

     As compensation for its servicing duties, a servicer or subservicer will
be entitled to amounts from payments with respect to the mortgage loans and
contracts serviced by it. A servicer or subservicer will also be entitled to
collect and retain, as part of its servicing compensation, certain fees and
late charges provided in the Mortgage Note or related instruments. A
subservicer will be reimbursed by the servicer for certain expenditures that
it makes, generally to the same extent that the servicer would be reimbursed
under the applicable pooling and servicing agreement.

Payments on Mortgage Loans

     The servicer will establish and maintain a Certificate Account in
connection with each series. The Certificate Account may be maintained with a
depository institution that is an affiliate of the servicer.

     The servicer will deposit in the Certificate Account for each series of
certificates on a daily basis the following payments and collections received
or made by it subsequent to the Cut-off Date, other than payments due on or
before the Cut-off Date, in the manner set forth in the related prospectus
supplement:

     o    all payments on account of principal, including principal
          prepayments, on the related mortgage loans, net of any portion of
          payments that represent unreimbursed or unrecoverable Advances made
          by the related servicer or subservicer;

     o    all payments on account of interest on the related mortgage loans,
          net of any portion thereof retained by the servicer or subservicer,
          if any, as its servicing fee;

     o    all Insurance Proceeds or any Alternative Credit Support established
          in lieu of any insurance and described in the applicable prospectus
          supplement;

     o    all Liquidation Proceeds, net of expenses of liquidation, unpaid
          servicing compensation with respect to the related mortgage loans
          and unreimbursed or unrecoverable Advances made by the servicers or
          subservicers of the related mortgage loans;

     o    all payments under the financial guaranty insurance policy, surety
          bond or letter of credit, if any, with respect to that series;

     o    all amounts required to be deposited in the Certificate Account from
          the reserve fund, if any, for that series;

     o    any Advances made by a subservicer or the servicer, as described in
          this prospectus under "--Advances";

     o    any Buy-Down Funds, and, if applicable, investment earnings thereon,
          required to be deposited in the Certificate Account, as described
          below; and

     o    all proceeds of any mortgage loan repurchased by the servicer, the
          depositor, any subservicer or any seller unaffiliated with the
          depositor, as described in this prospectus under "The Trust
          Fund--Mortgage Loan Program--Representations by Unaffiliated
          Sellers; Repurchases" or "--Assignment of Mortgage Loans" or
          repurchased by the depositor as described in this prospectus under
          "--Termination".

     If stated in the applicable prospectus supplement, the servicer, in lieu
of establishing a Certificate Account, may instead establish a Custodial
Account. If the servicer elects to establish a Custodial Account, amounts in
that Custodial Account, after making the required deposits and withdrawals
specified in this section "--Payments on Mortgage Loans," shall be remitted to
the Certificate Account maintained by the trustee for distribution to
certificateholders in the manner set forth in this prospectus and in the
related prospectus supplement. The servicer will also be required to advance
any monthly installment of principal and interest that was not timely
received, less its servicing fee, provided that this requirement shall only
apply to the extent the servicer determines in good faith any advance will be
recoverable out of insurance proceeds, proceeds of the liquidation of the
related mortgage loans or otherwise.

     In those cases where a subservicer is servicing a mortgage loan pursuant
to a subservicing agreement, the subservicer will establish and maintain a
Servicing Account that will comply with either the standards set forth for a
Custodial Account or, subject to the conditions set forth in the servicing
related pooling and servicing agreement, meeting the requirements of the
related Rating Agency, and that is otherwise acceptable to the servicer. The
subservicer will be required to deposit into the Servicing Account on a daily
basis all amounts enumerated above in respect of the mortgage loans received
by the subservicer, less its servicing compensation. On the date specified in
the servicing related pooling and servicing agreement, the subservicer shall
remit to the servicer all funds held in the Servicing Account with respect to
each mortgage loan. Any payments or other amounts collected by a special
servicer with respect to any specially serviced mortgage loans will be
deposited by the related special servicer as set forth in the related
prospectus supplement.

     With respect to each series which contains Buy-Down Loans, if stated in
the related prospectus supplement, the servicer or the related subservicer
will establish a Buy-Down Fund. Amounts on deposit in the Buy-Down Fund,
together with investment earnings thereon if specified in the applicable
prospectus supplement, will be used to support the full monthly payments due
on the related Buy-Down Loans on a level debt service basis. Neither the
servicer nor the depositor will be obligated to add to the Buy-Down Fund
should investment earnings prove insufficient to maintain the scheduled level
of payments on the Buy-Down Loans. To the extent that any insufficiency is not
recoverable from the mortgagor under the terms of the related Mortgage Note,
distributions to certificateholders will be affected. With respect to each
Buy-Down Loan, the servicer will withdraw from the Buy-Down Fund and deposit
in the Certificate Account on or before each distribution date the amount, if
any, for each Buy-Down Loan that, when added to the amount due on that date
from the mortgagor on the related Buy-Down Loan, equals the full monthly
payment that would be due on the Buy-Down Loan if it were not subject to a
buy-down plan.

     If stated in the prospectus supplement with respect to a series, in lieu
of, or in addition to the foregoing, the depositor may deliver cash, a letter
of credit or a guaranteed investment contract to the trustee to fund the
Buy-Down Fund for that series, which shall be drawn upon by the trustee in the
manner and at the times specified in the related prospectus supplement.

Payments on Contracts

     A Certificate Account meeting the requirements set forth under
"Description of the Certificates--Payments on Mortgage Loans" will be
established in the name of the trustee.

     There will be deposited in the Certificate Account or a Custodial Account
on a daily basis the following payments and collections received or made by it
subsequent to the Cut-off Date, including scheduled payments of principal and
interest due after the Cut-off Date but received by the servicer on or before
the Cut-off Date:

     o    all obligor payments on account of principal, including principal
          prepayments, on the contracts;

     o    all obligor payments on account of interest on the contracts, net of
          the servicing fee;

     o    all Liquidation Proceeds received with respect to contracts or
          property acquired in respect thereof by foreclosure or otherwise;

     o    all Insurance Proceeds received with respect to any contract, other
          than proceeds to be applied to the restoration or repair of the
          manufactured home or released to the obligor;

     o    any Advances made as described under "--Advances" and certain other
          amounts required under the pooling and servicing agreement to be
          deposited in the Certificate Account;

     o    all amounts received from any credit support provided with respect
          to a series of certificates;

     o    all proceeds of any contract or property acquired in respect thereof
          repurchased by the servicer, the depositor or otherwise as described
          above or under "--Termination" below; and

     o    all amounts, if any, required to be transferred to the Certificate
          Account from the reserve fund.

Collection of Payments on Mortgage Certificates

     The Mortgage Certificates included in the trust fund with respect to a
series of certificates will be registered in the name of the trustee so that
all distributions thereon will be made directly to the trustee. The pooling
and servicing agreement will require the trustee, if it has not received a
distribution with respect to any Mortgage Certificate by the second business
day after the date on which that distribution was due and payable pursuant to
the terms of the Mortgage Certificate, to request the issuer or guarantor, if
any, of the Mortgage Certificate to make payment as promptly as possible and
legally permitted and to take whatever legal action against the related issuer
or guarantor as the trustee deems appropriate under the circumstances,
including the prosecution of any claims in connection therewith. The
reasonable legal fees and expenses incurred by the trustee in connection with
the prosecution of any legal action will be reimbursable to the trustee out of
the proceeds of any action and will be retained by the trustee prior to the
deposit of any remaining proceeds in the Certificate Account pending
distribution thereof to certificateholders of the affected series. In the
event that the trustee has reason to believe that the proceeds of any legal
action may be insufficient to reimburse it for its projected legal fees and
expenses, the trustee will notify the related certificateholders that it is
not obligated to pursue any available remedies unless adequate indemnity for
its legal fees and expenses is provided by those certificateholders.

Distributions on Certificates

     On each distribution date with respect to a series of certificates, the
servicer will withdraw from the applicable Certificate Account funds on
deposit in that Certificate Account and distribute, or, if stated in the
applicable prospectus supplement, will withdraw from the Custodial Account
funds on deposit in that Custodial Account and remit to the trustee, who will
distribute, those funds to certificateholders of record on the applicable
Record Date. The distributions shall occur in the manner described in this
prospectus under "Description of the Certificates--Distributions of Principal
and Interest" and in the related prospectus supplement. Those funds shall
consist of the aggregate of all previously undistributed payments on account
of principal, including principal prepayments, Insurance Proceeds and
Liquidation Proceeds, if any, and interest received after the Cut-off Date and
on or prior to the applicable Determination Date, except:

     o    all payments that were due on or before the Cut-off Date;

     o    all principal prepayments received during the month of distribution
          and all payments of principal and interest due after the related Due
          Period;

     o    all payments which represent early receipt, other than prepayments,
          of scheduled payments of principal and interest due on a date or
          dates subsequent to the first day of the month of distribution;

     o    amounts received on particular mortgage loans or contracts as late
          payments of principal or interest and respecting which the servicer
          has made an unreimbursed Advance;

     o    amounts representing reimbursement for previously unreimbursed
          expenses incurred or Advances made by the servicer or subservicer;
          and

     o    that portion of each collection of interest on a particular mortgage
          loan in the related mortgage pool or on a particular contract in the
          related contract pool that represents:

          (1)  servicing compensation to the servicer and, if applicable, the
               special servicer; or

          (2)  amounts payable to the entity or entities specified in the
               applicable prospectus supplement or permitted withdrawals from
               the Certificate Account out of payments under the financial
               guaranty insurance policy, surety bond or letter of credit, if
               any, with respect to the series.

     No later than the business day immediately preceding the distribution
date for a series of certificates, the servicer will furnish a statement to
the trustee setting forth the information that is necessary for the trustee to
determine the amount of distributions to be made on the certificates and a
statement setting forth certain information with respect to the mortgage loans
or contracts.

     If stated in the applicable prospectus supplement, the trustee will
establish and maintain the Certificate Account for the benefit of the holders
of the certificates of the related series in which the trustee shall deposit,
as soon as practicable after receipt, each distribution made to the trustee by
the servicer, as set forth above, with respect to the mortgage loans or
contracts, any distribution received by the trustee with respect to the
Mortgage Certificates, if any, included in the trust fund and deposits from
any reserve fund or GPM Fund. If stated in the applicable prospectus
supplement, prior to making any distributions to certificateholders, any
portion of the distribution on the Mortgage Certificates that represents
servicing compensation, if any, payable to the trustee shall be deducted and
paid to the trustee.

     Funds on deposit in the Certificate Account may be invested in Eligible
Investments maturing in general not later than the business day preceding the
next distribution date. All income and gain realized from any investment will
be for the benefit of the servicer, or other entity if stated in the
applicable prospectus supplement. The servicer or other entity will be
required to deposit the amount of any losses incurred with respect to
investments out of its own funds, when realized.

     The timing and method of distribution of funds in the Certificate Account
to classes or subclasses of certificates having differing terms, whether
subordinated or not, to the extent not described in this prospectus, will be
set forth in the related prospectus supplement.

Special Distributions

     To the extent specified in the prospectus supplement relating to a series
of certificates, one or more classes of certificates that do not provide for
monthly distribution dates may receive special distributions in reduction of
Certificate Principal Balance in any month, other than a month in which a
distribution date occurs, if, as a result of principal prepayments on the
assets in the related trust fund and/or low reinvestment yields, the trustee
determines, based on assumptions specified in the related pooling and
servicing agreement, that the amount of cash anticipated to be on deposit in
the Certificate Account on the next distribution date for that series and
available to be distributed to the holders of the certificates of those
classes or subclasses may be less than the sum of:

     o    the interest scheduled to be distributed to holders of the
          certificates of those classes or subclasses; and

     o    the amount to be distributed in reduction of Certificate Principal
          Balance on those certificates on that distribution date.

Any special distributions will be made in the same priority and manner as
distributions in reduction of Certificate Principal Balance would be made on
the next distribution date.

Reports to Certificateholders

     The servicer or the trustee will include with each distribution to
certificateholders of record of the related series, or within a reasonable
time thereafter, a statement generally setting forth, among other things, the
following information, if applicable:

     (1)  to each holder of a certificate, the amount of the related
          distribution allocable to principal of the assets of the related
          trust fund, separately identifying the aggregate amount of any
          prepayments of principal on the related mortgage loans, contracts or
          mortgage loans underlying the related Mortgage Certificates included
          in that trust fund, and the portion, if any, advanced by the
          servicer or a subservicer;

     (2)  to each holder of a certificate, the amount of the related
          distribution allocable to interest on the assets of the related
          trust fund and the portion, if any, advanced by the servicer or a
          subservicer;

     (3)  in the case of a series of certificates with a variable Pass-Through
          Rate, the Pass-Through Rate applicable to the distribution;

     (4)  the amount of coverage remaining under the financial guaranty
          insurance policy, surety bond, letter of credit, pool insurance
          policy, special hazard insurance policy, mortgagor bankruptcy bond,
          or reserve fund as applicable, in each case, after giving effect to
          any amounts with respect thereto distributed to certificateholders
          on that distribution date;

     (5)  in the case of a series of certificates benefiting from the
          Alternative Credit Support described in the related prospectus
          supplement, the amount of coverage under the Alternative Credit
          Support after giving effect to any amounts with respect thereto
          distributed to certificateholders on the distribution date;

     (6)  the aggregate unpaid principal balance of the assets of the related
          trust fund as of a date not earlier than the distribution date after
          giving effect to payments of principal distributed to
          certificateholders on the distribution date;

     (7)  the book value of any collateral acquired by the mortgage pool or
          contract pool through foreclosure, repossession or otherwise;

     (8)  the number and aggregate principal amount of mortgage loans or
          contracts one month, two months, and three or more delinquent; and

     (9)  the remaining balance, if any, in the Pre-Funding Account.

     In addition, within a reasonable period of time after the end of each
calendar year, the servicer, or the trustee, if specified in the applicable
prospectus supplement, will cause to be furnished to each certificateholder of
record at any time during that calendar year a report as to the aggregate of
amounts reported pursuant to (1) and (2) above and other information as in the
judgment of the servicer or the trustee, as the case may be, is needed for the
certificateholder to prepare its tax return, as applicable, for that calendar
year or, in the event such person was a certificateholder of record during a
portion of that calendar year, for the applicable portion of that year.

Advances

     If stated in the related prospectus supplement, each subservicer and the
servicer, with respect to mortgage loans or contracts serviced by it and with
respect to Advances required to be made by the subservicers that were not so
made, will be obligated to advance funds in an amount equal to the aggregate
scheduled installments of payments of principal and interest, as reduced by
the servicing fee, that were due on the due date with respect to a mortgage
loan or contract and that were delinquent, as of the close of business on the
date specified in the pooling and servicing agreement, to be remitted no later
than the close of business on the business day immediately preceding the
distribution date, subject to their respective determinations that such
advances are reimbursable under any financial guaranty insurance policy,
surety bond, letter of credit, pool insurance policy, primary mortgage
insurance policy, mortgagor bankruptcy bond, from the proceeds of Alternative
Credit Support, from cash in the reserve fund, or liquidation proceeds from
the mortgage loan or contracts. In making Advances, the subservicers and
servicer will endeavor to maintain a regular flow of scheduled interest and
principal payments to the certificateholders, rather than to guarantee or
insure against losses. Any Advances are reimbursable to the subservicer or
servicer out of related recoveries on the mortgage loans respecting which
those amounts were advanced. In addition, Advances are reimbursable from cash
in the reserve fund, the Servicing or Certificate Accounts to the extent that
the subservicer or the servicer, as the case may be, shall determine that any
Advances previously made are not ultimately recoverable from other sources.

     The subservicers and the servicer generally will also be obligated to
make advances in respect of certain taxes, insurance premiums and, if
applicable, property protection expenses not paid by mortgagors or obligors on
a timely basis and, to the extent deemed recoverable, foreclosure costs,
including reasonable attorney's fees. "Property protection expenses" comprise
certain costs and expenses incurred in connection with defaulted mortgage
loans, acquiring title or management of REO Property or the sale of defaulted
mortgage loans or REO Properties, as more fully described in the related
prospectus supplement. Funds so advanced are reimbursable out of recoveries on
the related mortgage loans. This right of reimbursement for any advance by the
servicer or subservicer will be prior to the rights of the certificateholders
to receive any amounts recovered with respect to the related mortgage loans or
contracts. If stated in the applicable prospectus supplement, the subservicers
and the servicer will also be required to advance an amount necessary to
provide a full month's interest, adjusted to the applicable Pass-Through Rate,
in connection with full or partial prepayments of the mortgage loans or
contracts. Those Advances will not be reimbursable to the subservicers or the
servicer.

Collection and Other Servicing Procedures

     The servicer will be responsible for servicing the mortgage loans
pursuant to the related pooling and servicing agreement for the related
series. The servicer may subcontract the servicing of all or a portion of the
mortgage loans to one or more subservicers and may subcontract the servicing
of certain commercial mortgage loans, multifamily mortgage loans and/or
Mixed-Use Mortgage Loans that are in default or otherwise require special
servicing to a special servicer, and certain information with respect to the
special servicer will be set forth in the related prospectus supplement. Any
subservicer or any special servicer may be an affiliate of the depositor and
may have other business relationships with depositor and its affiliates.

     The servicer, directly or through the subservicers or a special servicer,
as the case may be, will make reasonable efforts to collect all payments
called for under the mortgage loans or contracts and will, consistent with the
applicable pooling and servicing agreement and any applicable financial
guaranty insurance policy, surety bond, letter of credit, pool insurance
policy, special hazard insurance policy, primary mortgage insurance policy,
mortgagor bankruptcy bond, or Alternative Credit Support, follow the
collection procedures it follows with respect to mortgage loans or contracts
serviced by it that are comparable to the mortgage loans or contracts, except
when, in the case of FHA or VA Loans, applicable regulations require
otherwise. Consistent with the above, the servicer may, in its discretion,
waive any late payment charge or any prepayment charge or penalty interest in
connection with the prepayment of a mortgage loan or contract or extend the
due dates for payments due on a Mortgage Note or contract for a period of not
greater than 270 days, provided that the insurance coverage for that mortgage
loan or contract or the coverage provided by any financial guaranty insurance
policy, surety bond, letter of credit or Alternative Credit Support, will not
be adversely affected.

     Under the related pooling and servicing agreement, the servicer, either
directly or through subservicers or a special servicer, to the extent
permitted by law, may establish and maintain an escrow in which mortgagors or
obligors will be required to deposit amounts sufficient to pay taxes,
assessments, mortgage and hazard insurance premiums and other comparable
items. This obligation may be satisfied by the provision of insurance coverage
against loss occasioned by the failure to escrow insurance premiums rather
than causing escrows to be made. The special servicer, if any, will be
required to remit amounts received for the purposes described in this
paragraph on mortgage loans serviced by it for deposit in the related escrow
account, and will be entitled to direct the servicer to make withdrawals from
that escrow account as may be required for servicing of the related mortgage
loans. Withdrawals from an escrow account may be made to effect timely payment
of taxes, assessments, mortgage and hazard insurance, to refund to mortgagors
or obligors amounts determined to be overages, to pay interest to mortgagors
or obligors on balances in that escrow account, if required, and to clear and
terminate that escrow account. The servicer will be responsible for the
administration of each escrow account and will be obliged to make advances to
those accounts when a deficiency exists in any of those escrow accounts.
Alternatively, in lieu of establishing an escrow account, the servicer may
procure a performance bond or other form of insurance coverage, in an amount
acceptable to the related Rating Agency, covering loss occasioned by the
failure to escrow such amounts.

Standard Hazard Insurance

     Except to the extent specified in a related prospectus supplement, the
terms of each pooling and servicing agreement will require the servicer or the
special servicer, if any, to cause to be maintained for each mortgage loan or
contract that it services, and the servicer will be required to maintain for
each mortgage loan or contract serviced by it directly, a policy of standard
hazard insurance covering the mortgaged property underlying the related
mortgage loan or manufactured home underlying the related contract in an
amount at least equal to the maximum insurable value of the improvements
securing the related mortgage loan or contract or the principal balance of the
related mortgage loan or contract, whichever is less.

     Each subservicer, the special servicer, if any, or the servicer, as the
case may be, shall also be required to maintain on property acquired upon
foreclosure, or deed in lieu of foreclosure, of any mortgage loan or contract,
a standard hazard insurance policy. Any amounts collected by the subservicer,
the special servicer, if any, or the servicer under those policies, other than
amounts to be applied to the restoration or repair of the mortgaged property
or manufactured home or released to the borrower in accordance with normal
servicing procedures, shall be deposited in the related Servicing Account for
deposit in the Certificate Account or, in the case of the servicer, may be
deposited directly into the Certificate Account. Any cost incurred in
maintaining any insurance shall not, for the purpose of calculating monthly
distributions to certificateholders, be added to the amount owing under the
mortgage loan or contract, notwithstanding that the terms of the mortgage loan
or contract may so permit. The cost incurred in maintaining any insurance
shall be recoverable by the servicer or the special servicer, if any, only by
withdrawal of funds from the Servicing Account or by the servicer only by
withdrawal from the Certificate Account, as described in the pooling and
servicing agreement.

     No earthquake or other additional insurance is to be required of any
borrower or maintained on property acquired in respect of a mortgage loan or
contract, other than pursuant to applicable laws and regulations as shall at
any time be in force and as shall require earthquake or additional insurance.
When the mortgaged property or manufactured home is located at the time of
origination of the mortgage loan or contract in a federally designated flood
area, the related subservicer or the special servicer, if any, or the
servicer, in the case of each mortgage loan or contract serviced by it
directly, will cause flood insurance to be maintained, to the extent
available, in those areas where flood insurance is required under the National
Flood Insurance Act of 1968, as amended.

     The depositor will not require that a standard hazard or flood insurance
policy be maintained on the Cooperative Dwelling relating to any Cooperative
Loan. Generally, the Cooperative itself is responsible for maintenance of
hazard insurance for the property owned by the Cooperative and the
tenant-stockholders of that Cooperative do not maintain individual hazard
insurance policies. To the extent, however, that a Cooperative and the related
borrower on a Cooperative Loan do not maintain insurance or do not maintain
adequate coverage or any insurance proceeds are not applied to the restoration
of damaged property, any damage to that borrower's Cooperative Dwelling or
that Cooperative's building could significantly reduce the value of the
collateral securing the related Cooperative Loan to the extent not covered by
other credit support.

     The related pooling and servicing agreement will permit the servicer to
obtain and maintain a blanket policy insuring against hazard losses on all of
the related mortgage loans or contracts, in lieu of maintaining a standard
hazard insurance policy for each mortgage loan or contract that it services.
This blanket policy may contain a deductible clause, in which case the
servicer will, in the event that there has been a loss that would have been
covered by a policy absent the deductible, deposit in the Certificate Account
the amount not otherwise payable under the blanket policy because of the
application of the deductible clause.

     Since the amount of hazard insurance to be maintained on the improvements
securing the mortgage loans or contracts may decline as the principal balances
owing thereon decrease, and since properties have historically appreciated in
value over time, in the event of partial loss, hazard insurance proceeds may
be insufficient to fully restore the damaged mortgaged property or
manufactured home. See "Description of Insurance--Special Hazard Insurance
Policies" for a description of the limited protection afforded by a special
hazard insurance policy against losses occasioned by certain hazards that are
otherwise uninsured against as well as against losses caused by the
application of the coinsurance provisions contained in the standard hazard
insurance policies.

     With respect to mortgage loans secured by commercial property, Mixed-Use
Property and multifamily property, certain additional insurance policies may
be required, including, but not limited to, loss of rent endorsements,
business interruption insurance and comprehensive public liability insurance,
and the related pooling and servicing agreement may require the servicer to
maintain public liability insurance with respect to any related REO
Properties. Any cost incurred by the servicer in maintaining any insurance
policy will be added to the amount owing under the related mortgage loan where
the terms of that mortgage loan so permit; provided, however, that the
addition of that cost will not be taken into account for purposes of
calculating the distribution to be made to certificateholders. These costs may
be recovered by the servicer from the Certificate Account, with interest
thereon, as provided by the related pooling and servicing agreement.

Special Hazard Insurance

     If stated in the related prospectus supplement, the servicer will be
required to exercise its best reasonable efforts to maintain the special
hazard insurance policy, if any, with respect to a series of certificates in
full force and effect, unless coverage thereunder has been exhausted through
payment of claims, and will pay the premium for the special hazard insurance
policy on a timely basis; provided, however, that the servicer shall be under
no such obligation if coverage under the pool insurance policy with respect to
that series has been exhausted. If the special hazard insurance policy is
cancelled or terminated for any reason, other than the exhaustion of total
policy coverage, the servicer will exercise its best reasonable efforts to
obtain from another insurer a replacement policy comparable to the special
hazard insurance policy with a total coverage that is equal to the then
existing coverage of the special hazard insurance policy; provided that if the
cost of any replacement policy is greater than the cost of the terminated
special hazard insurance policy, the amount of coverage under the replacement
special hazard insurance policy may be reduced to a level such that the
applicable premium will not exceed the cost of the special hazard insurance
policy that was replaced.

Pool Insurance

     To the extent specified in a related prospectus supplement, the servicer
will exercise its best reasonable efforts to maintain a pool insurance policy
with respect to a series of certificates in effect throughout the term of the
pooling and servicing agreement, unless coverage thereunder has been exhausted
through payment of claims, and will pay the premiums for the pool insurance
policy on a timely basis. In the event that the related pool insurer ceases to
be a qualified insurer because it is not qualified to transact a mortgage
guaranty insurance business under the laws of the state of its principal place
of business or any other state which has jurisdiction over the pool insurer in
connection with the pool insurance policy, or if the pool insurance policy is
cancelled or terminated for any reason, other than the exhaustion of total
policy coverage, the servicer will exercise its best reasonable efforts to
obtain a replacement policy of pool insurance comparable to the pool insurance
policy and may obtain a total coverage that is equal to the then existing
coverage of the special hazard insurance policy; provided that if the cost of
any replacement policy is greater than the cost of the terminated pool
insurance policy, the amount of coverage under the replacement pool insurance
policy may be reduced to a level such that the applicable premium will not
exceed the cost of the pool insurance policy that was replaced.

Primary Mortgage Insurance

     To the extent specified in the related prospectus supplement, the
servicer will be required to keep in force and effect for each mortgage loan
secured by single family property serviced by it directly, and each
subservicer of a mortgage loan secured by single family property will be
required to keep in full force and effect with respect to each mortgage loan
serviced by it, in each case to the extent required by the underwriting
standards of the depositor, a primary mortgage insurance policy issued by a
qualified insurer with regard to each mortgage loan for which coverage is
required pursuant to the applicable pooling and servicing agreement and to act
on behalf of the trustee, or "insured," under each primary mortgage insurance
policy. Neither the servicer nor the subservicer will be permitted to cancel
or refuse to renew any primary mortgage insurance policy in effect at the date
of the initial issuance of a series of certificates that is required to be
kept in force under the related pooling and servicing agreement unless a
replacement primary mortgage insurance policy for the cancelled or non-renewed
policy is maintained with an insurer whose claims-paying ability is acceptable
to the related Rating Agency. See "Description of Insurance--Primary Mortgage
Insurance Policies."

Mortgagor Bankruptcy Bond

     If stated in the related prospectus supplement, the servicer will
exercise its best reasonable efforts to maintain a mortgagor bankruptcy bond
for a series of certificates in full force and effect throughout the term of
the pooling and servicing agreement, unless coverage thereunder has been
exhausted through payment of claims, and will pay the premiums for the
mortgagor bankruptcy bond on a timely basis. At the request of the depositor,
coverage under a mortgagor bankruptcy bond will be cancelled or reduced by the
servicer to the extent permitted by the related Rating Agency, provided that
any cancellation or reduction does not adversely affect the then current
rating of that series. See "Description of Insurance--Mortgagor Bankruptcy
Bond."

Presentation of Claims

     The servicer, on behalf of itself, the trustee and the
certificateholders, will present claims to HUD, the VA, the pool insurer, the
special hazard insurer, the issuer of the mortgagor bankruptcy bond, and each
primary mortgage insurer, as applicable, and take whatever reasonable steps
are necessary to permit recovery under the related insurance policies or
mortgagor bankruptcy bond, if any, with respect to a series concerning
defaulted mortgage loans or contracts or mortgage loans or contracts that are
the subject of a bankruptcy proceeding. All collections by the servicer under
any FHA insurance or VA guarantee, any pool insurance policy, any primary
mortgage insurance policy or any mortgagor bankruptcy bond and, where the
related property has not been restored, any special hazard insurance policy,
are to be deposited in the Certificate Account, subject to withdrawal as
heretofore described. In those cases in which a mortgage loan or contract is
serviced by a subservicer, the subservicer, on behalf of itself, the trustee
and the certificateholders, will present claims to the applicable primary
mortgage insurer and to the FHA and the VA, as applicable, and all collections
thereunder shall be deposited in the Servicing Account, subject to withdrawal,
as set forth above, for deposit in the Certificate Account.

     If any property securing a defaulted mortgage loan or contract is damaged
and proceeds, if any, from the related standard hazard insurance policy or the
applicable special hazard insurance policy are insufficient to restore the
damaged property to a condition sufficient to permit recovery under any pool
insurance policy or any primary mortgage insurance policy, neither the
servicer nor the subservicer, as the case may be, will be required to expend
its own funds to restore the damaged property unless it determines, and, in
the case of a determination by a subservicer, the servicer agrees:

     o    that the restoration will increase the proceeds to
          certificateholders on liquidation of the mortgage loan or contract
          after reimbursement of the expenses incurred by the subservicer or
          the servicer, as the case may be; and

     o    that the expenses will be recoverable through proceeds of the sale
          of the mortgaged property or proceeds of any related pool insurance
          policy, any related primary mortgage insurance policy or otherwise.

     If recovery under a pool insurance policy or any related primary mortgage
insurance policy is not available because the related subservicer or the
servicer has been unable to make the above determinations or otherwise, the
subservicer or the servicer is nevertheless obligated to follow whatever
normal practices and procedures are deemed necessary or advisable to realize
upon the defaulted mortgage loan. If the proceeds of any liquidation of the
mortgaged property or manufactured home are less than the principal balance of
the defaulted mortgage loan or contract, respectively, plus interest accrued
thereon at the Pass-Through Rate, and if coverage under any other method of
credit support with respect to that series is exhausted, the related trust
fund will realize a loss in the amount of the difference plus the aggregate of
expenses incurred by the subservicer or the servicer in connection with those
proceedings and which are reimbursable under the related pooling and servicing
agreement. In the event that any proceedings result in a total recovery that
is, after reimbursement to the subservicer or the servicer of its expenses, in
excess of the principal balance of the related mortgage loan or contract,
together with accrued and unpaid interest thereon at the applicable
Pass-Through Rates, the subservicer and the servicer will be entitled to
withdraw amounts representing normal servicing compensation on the related
mortgage loan or contract from the Servicing Account or the Certificate
Account, as the case may be.

Enforcement of Due-on-Sale Clauses; Realization Upon Defaulted Mortgage Loans

     Each pooling and servicing agreement with respect to certificates
representing interests in a mortgage pool will provide that, when any
mortgaged property has been conveyed by the related borrower, the related
subservicer or the servicer, as the case may be, will, to the extent it has
knowledge of the conveyance, exercise its rights to accelerate the maturity of
that mortgage loan under any "due-on-sale" clause applicable thereto, if any,
unless it reasonably believes that enforcement of the "due-on-sale" clause is
not exercisable under applicable law or regulations, would result in loss of
insurance coverage with respect to that mortgage loan or would not be in the
best interest of the related series of certificateholders. In any case where
the due-on-sale clause will not be exercised, the subservicer or the servicer
is authorized to take or enter into an assumption and modification agreement
from or with the person to whom the related mortgaged property has been or is
about to be conveyed, pursuant to which that person becomes liable under the
Mortgage Note and, unless prohibited by applicable state law, the mortgagor
remains liable thereon, provided that the mortgage loan will continue to be
covered by any pool insurance policy and any related primary mortgage
insurance policy. In the case of an FHA Loan, such an assumption can occur
only with HUD approval of the substitute mortgagor. Each subservicer and the
servicer will also be authorized, with the prior approval of the insurer under
any required insurance policies, to enter into a substitution of liability
agreement with that person, pursuant to which the original mortgagor is
released from liability and that person is substituted as mortgagor and
becomes liable under the Mortgage Note.

     Under each pooling and servicing agreement relating to a series, the
subservicer or the servicer, as the case may be, will foreclose upon or
otherwise comparably convert the ownership of properties securing those of the
related mortgage loans as come into and continue in default and as to which no
satisfactory arrangements can be made for collection of delinquent payments.
In connection with the foreclosure or other conversion, the subservicer or the
servicer will follow whatever practices and procedures are deemed necessary or
advisable and as shall be normal and usual in its general mortgage servicing
activities, except when, in the case of FHA or VA Loans, applicable
regulations require otherwise. However, neither the subservicer nor the
servicer will be required to expend its own funds in connection with any
foreclosure or towards the restoration of any property unless it determines
and, in the case of a determination by a subservicer, the servicer agrees:

     o    that the restoration and/or foreclosure will increase the proceeds
          of liquidation of the related mortgage loan to certificateholders
          after reimbursement to itself for expenses; and

     o    that the expenses will be recoverable to it either through
          Liquidation Proceeds, Insurance Proceeds, payments under the letter
          of credit or amounts in the reserve fund, if any, with respect to
          the related series, or otherwise.

     Any prospective purchaser of a Cooperative Dwelling will generally be
required to obtain the approval of the board of directors of the related
Cooperative before purchasing the shares and acquiring rights under the
proprietary lease or occupancy agreement securing the Cooperative Loan. See
"Certain Legal Aspects of the Mortgage Loans and Contracts--The Mortgage
Loans--Foreclosure" in this prospectus. This approval is usually based on the
purchaser's income and net worth and numerous other factors. Although the
Cooperative's approval is unlikely to be unreasonably withheld or delayed, the
necessity of acquiring the approval could limit the number of potential
purchasers for those shares and otherwise limit the trust fund's ability to
sell and realize the value of those shares.

     The market value of any single family property may have declined in value
since the date of origination of the mortgage loan. The market value of any
commercial property, multifamily property or Mixed-Use Property obtained in
foreclosure or by deed in lieu of foreclosure will be based substantially on
the operating income obtained from renting the commercial or dwelling units.
Since a default on a mortgage loan secured by commercial property, multifamily
property or Mixed-Use Property is likely to have occurred because operating
income, net of expenses, is insufficient to make debt service payments on the
related mortgage loan, it can be anticipated that the market value of that
property will be less than was anticipated when the related mortgage loan was
originated. To the extent that the equity in the property does not absorb the
loss in market value and the loss is not covered by other credit support, a
loss may be experienced by the related trust fund.

     With respect to multifamily property consisting of an apartment building
owned by a Cooperative, the Cooperative's ability to meet debt service
obligations on the mortgage loan, as well as all other operating expenses,
will be dependent in large part on the receipt of maintenance payments from
the tenant-stockholders, as well as any rental income from units or commercial
areas the Cooperative might control. Unanticipated expenditures may in some
cases have to be paid by special assessments of the tenant-stockholders. The
Cooperative's ability to pay the principal amount of the mortgage loan at
maturity may depend on its ability to refinance the mortgage loan. The
depositor, any unaffiliated seller and the servicer will have no obligation to
provide refinancing for any such mortgage loan.

     The servicer or subservicer will treat a defaulted mortgage loan as
having been finally liquidated after all Liquidation Proceeds, Insurance
Proceeds and other amounts that the servicer or subservicer expects to receive
in connection with the liquidation have been received. Any Realized Loss will
be allocated to the certificates in the manner set forth in the related
prospectus supplement. Generally, amounts received after a Realized Loss has
been allocated to the certificates will not be distributed to the
certificateholders, however, if stated in the related prospectus supplement,
amounts received after a Realized Loss has been allocated to the certificates
may be distributed to the certificateholders.

Enforcement of "Due-on-Sale" Clauses; Realization Upon Defaulted Contracts

     Each pooling and servicing agreement with respect to certificates
representing interests in a contract pool will provide that, when any
manufactured home securing a contract is about to be conveyed by the related
obligor, the servicer, to the extent it has knowledge of the prospective
conveyance and prior to the time of the consummation of the conveyance, may
exercise its rights to accelerate the maturity of that contract under the
applicable "due-on-sale" clause, if any, unless it is not exercisable under
applicable law. In that case, the servicer is authorized to take or enter into
an assumption agreement from or with the person to whom the related
manufactured home has been or is about to be conveyed, pursuant to which that
person becomes liable under the contract and, unless determined to be
materially adverse to the interests of certificateholders, with the prior
approval of the related pool insurer, if any, to enter into a substitution of
liability agreement with that person, pursuant to which the original obligor
is released from liability and that person is substituted as obligor and
becomes liable under the contract. Where authorized by the contract, the
annual percentage rate may be increased, upon assumption, to the
then-prevailing market rate, but shall not be decreased.

     Under pooling and servicing agreement, the servicer will repossess or
otherwise comparably convert the ownership of properties securing those of the
related manufactured homes as come into and continue in default and as to
which no satisfactory arrangements can be made for collection of delinquent
payments. In connection with the repossession or other conversion, the
servicer or subservicer will follow whatever practices and procedures it shall
deem necessary or advisable and as shall be normal and usual in its general
contract servicing activities. The servicer or subservicer, however, will not
be required to expend its own funds in connection with any repossession or
towards the restoration of any property unless it determines:

     o    that the restoration or repossession will increase the proceeds of
          liquidation of the related contract to the certificateholders after
          reimbursement to itself for the expenses; and

     o    that the expenses will be recoverable to it either through
          liquidation proceeds or through insurance proceeds.

Servicing Compensation and Payment of Expenses

     Under the pooling and servicing agreement for a series of certificates,
the depositor or the person or entity specified in the related prospectus
supplement and any servicer will be entitled to receive an amount described in
that prospectus supplement. The servicer's primary compensation generally will
be equal to a monthly servicing fee in the amount specified in the pooling and
servicing agreement. Servicing compensation shall be payable by withdrawal
from the related Servicing Account prior to deposit in the Certificate Account
from interest payments on the mortgage loans or contracts, Insurance Proceeds,
Liquidation Proceeds or letter of credit payments, as applicable. Additional
servicing compensation in the form of prepayment charges, assumption fees,
late payment charges or otherwise shall be retained by the subservicers and
the servicer to the extent not required to be deposited in the Certificate
Account. If the servicer subcontracts the servicing of specially serviced
mortgage loans to a special servicer, the amount and calculation of the fee
payable to the special servicer will be set forth in the related prospectus
supplement. Subservicers will also be entitled to receive servicing
compensation in addition to the servicing compensation to the extent described
in the prospectus supplement.

     The subservicers, any special servicer and the servicer will pay certain
expenses incurred in connection with the servicing of the mortgage loans or
contracts, including, without limitation, payment of the insurance policy
premiums and, in the case of the servicer, fees or other amounts payable for
any Alternative Credit Support, payment of the fees and disbursements of the
trustee, and any custodian selected by the trustee, the certificate register
for the related series and independent accountants and payment of expenses
incurred in enforcing the obligations of servicers and sellers. Certain of
these expenses may be reimbursable pursuant to the terms of the related
pooling and servicing agreement. In addition, the servicer will be entitled to
reimbursement of expenses incurred in enforcing the obligations of any special
servicers, subservicers and any sellers under certain circumstances.

     As set forth in the preceding section, the subservicers, any special
servicer and the servicer will be entitled to reimbursement for certain
expenses incurred by them in connection with the liquidation of defaulted
mortgage loans or contracts. The related trust fund will suffer no loss by
reason of those expenses to the extent claims are fully paid under the
financial guaranty insurance policy, surety bond or letter of credit, if any,
the related insurance policies, from amounts in the reserve fund or under any
applicable Alternative Credit Support described in a prospectus supplement. In
the event, however, that claims are either not made or fully paid under a
financial guaranty insurance policy, surety bond, letter of credit, insurance
policies or Alternative Credit Support, or if coverage thereunder has ceased,
or if amounts in the reserve fund are not sufficient to fully pay the losses,
the related trust fund will suffer a loss to the extent that the Liquidation
Proceeds, after reimbursement of the expenses of the subservicers or the
servicer, as the case may be, are less than the principal balance of the
related mortgage loan or contract. In addition, the subservicers, a special
servicer and the servicer will be entitled to reimbursement of expenditures
incurred by them in connection with the restoration of a mortgaged property,
Cooperative Dwelling or manufactured home. The right of reimbursement will be
prior to the rights of the certificateholders to receive any payments under
the financial guaranty insurance policy, surety bond or letter of credit, if
any, or from any related Insurance Proceeds, Liquidation Proceeds, amounts in
the reserve fund or any proceeds of Alternative Credit Support.

     Under the applicable trust agreement, the trustee or a certificate
administrator will be entitled to deduct, from distributions of interest with
respect to the Mortgage Certificates, a specified percentage of the unpaid
principal balance of each Mortgage Certificate as servicing compensation. The
trustee or certificate administrator shall be required to pay all expenses,
except as expressly provided in the related trust agreement, subject to
limited reimbursement as provided in the related trust agreement.

Evidence as to Compliance

     The servicer will deliver to the depositor and the trustee, on or before
the date specified in the pooling and servicing agreement, an officer's
certificate stating that:

     o    a review of the activities of the servicer and the subservicers
          during the preceding calendar year and of their performance under
          the related pooling and servicing agreement has been made under the
          supervision of that officer; and

     o    to the best of that officer's knowledge, based on the review, the
          servicer and each subservicer has fulfilled all its obligations
          under the related pooling and servicing agreement and the minimum
          servicing standards set forth in the Uniform Single Attestation
          Program for Mortgage Bankers, or, if there has been a default in the
          fulfillment of any obligation, specifying each default known to that
          officer and the nature and status thereof.

     The officer's certificate shall be accompanied by a statement of a firm
of independent public accountants to the effect that, on the basis of an
examination of certain documents and records relating to servicing of the
mortgage loans or contracts, the servicing of the mortgage loans or contracts
was conducted in compliance with the provisions of the pooling and servicing
agreement, and the minimum servicing standards set forth in the Uniform Single
Attestation Program for Mortgage Bankers, except for the exceptions as the
firm of independent public accountants believes it is required to report.

Certain Matters Regarding the Servicer, the Depositor, the Trustee and the
Special Servicer

     The servicer under each pooling and servicing agreement will be named in
the applicable prospectus supplement. The entity acting as servicer may be a
seller unaffiliated with the depositor and have other normal business
relationships with the depositor and/or affiliates of the depositor or may be
an affiliate of the depositor. In the event there is no servicer under a
pooling and servicing agreement, all servicing of mortgage loans or contracts
will be performed by a servicer pursuant to a servicing agreement, which will
provide for servicing responsibilities similar to those described in this
prospectus for a servicer acting pursuant to a pooling and servicing
agreement.

     The servicer may not resign from its obligations and duties under the
pooling and servicing agreement except in connection with an assignment of its
obligations and duties permitted by the pooling and servicing agreement or
upon a determination that its duties thereunder are no longer permissible
under applicable law. No resignation will become effective until the trustee
or a successor servicer has assumed the servicer's obligations and duties
under the pooling and servicing agreement.

     The trustee under each pooling and servicing agreement or trust agreement
will be named in the applicable prospectus supplement. The commercial bank or
trust company serving as trustee may have normal banking relationships with
the depositor and/or its affiliates and with the servicer and/or its
affiliates.

     The trustee may resign from its obligations under the related pooling and
servicing agreement or trust agreement at any time, in which event a successor
trustee will be appointed. In addition, the depositor may remove the trustee
if the trustee ceases to be eligible to act as trustee under the related
pooling and servicing agreement or trust agreement or if the trustee becomes
insolvent, at which time the depositor will become obligated to appoint a
successor trustee. The trustee may also be removed at any time by the holders
of certificates evidencing voting rights aggregating not less than 50% of the
voting rights evidenced by the certificates of that series. Any resignation
and removal of the trustee, and the appointment of a successor trustee, will
not become effective until acceptance of the appointment by the successor
trustee.

     Each pooling and servicing agreement and trust agreement will also
provide that neither the depositor nor the servicer nor any director, officer,
employee or agent of the depositor or the servicer or the trustee, or any
responsible officers of the trustee will be under any liability to the
certificateholders, for the taking of any action or for refraining from the
taking of any action in good faith pursuant to the pooling and servicing
agreement, or for errors in judgment; provided, however, that none of the
depositor, the servicer or the trustee nor any director, officer, employee or
agent of the depositor or the servicer or the trustee, or any responsible
officers of the trustee will be protected against, in the case of the servicer
and the depositor, any breach of representations or warranties made by them,
and in the case of the servicer, the depositor and the trustee, against any
liability that would otherwise be imposed by reason of willful misfeasance,
bad faith or negligence in the performance of its duties or by reason of
reckless disregard of its obligations and duties thereunder.

     Each pooling and servicing agreement and trust agreement will further
provide that the depositor, the servicer and the trustee and any director,
officer and employee or agent of the depositor, the servicer or the trustee
shall be entitled to indemnification, by the trust fund in the case of the
depositor and servicer and by the servicer in the case of the trustee, and
will be held harmless against any loss, liability or expense incurred in
connection with any legal action relating to the applicable related pooling
and servicing agreement or the certificates, and in the case of the trustee,
resulting from any error in any tax or information return prepared by the
servicer or from the exercise of any power of attorney granted pursuant to the
pooling and servicing agreement, other than any loss, liability or expense
related to any specific mortgage loan, contract or Mortgage Certificate,
except any loss, liability or expense otherwise reimbursable pursuant to the
applicable related pooling and servicing agreement, and any loss, liability or
expense incurred by reason of willful misfeasance, bad faith or gross
negligence (or, in the case of the trustee, negligence), in the performance of
their duties thereunder or by reason of reckless disregard of their
obligations and duties thereunder. In addition, each related pooling and
servicing agreement will provide that neither the depositor nor the servicer,
as the case may be, will be under any obligation to appear in, prosecute or
defend any legal action that is not incidental to its duties under the related
pooling and servicing agreement and that in its opinion may involve it in any
expense or liability. The depositor or the servicer may, however, in their
discretion, undertake any action deemed by them necessary or desirable with
respect to the applicable related pooling and servicing agreement and the
rights and duties of the parties thereto and the interests of the
certificateholders thereunder. In that event, the legal expenses and costs of
an action and any liability resulting therefrom will be expenses, costs and
liabilities of the related trust fund, and the servicer or the depositor, as
the case may be, will be entitled to be reimbursed therefor out of the
Certificate Account.

     If the servicer subcontracts the servicing of specially serviced mortgage
loans to a special servicer, the standard of care for, and any indemnification
to be provided to, the special servicer will be set forth in the related
prospectus supplement or pooling and servicing agreement.

Events of Default

     Events of default under each pooling and servicing agreement will
include:

     o    any failure to make a specified payment which continues unremedied,
          in most cases, for five business days after the giving of written
          notice;

     o    any failure by the trustee, the subservicer or the servicer, as
          applicable, duly to observe or perform in any material respect any
          other of its covenants or agreements in the pooling and servicing
          agreement which failure shall continue for 60 days, 15 days in the
          case of a failure to pay the premium for any insurance policy, or
          any breach of any representation and warranty made by the servicer
          or the subservicer, if applicable, which continues unremedied for
          120 days after the giving of written notice of the failure or
          breach; and

     o    certain events of insolvency, readjustment of debt, marshalling of
          assets and liabilities or similar proceedings regarding the servicer
          or a subservicer, as applicable.

Rights Upon Event of Default

     So long as an Event of Default with respect to a series of certificates
remains unremedied, the depositor, the trustee or the holders of certificates
evidencing not less than the percentage of the voting rights evidenced by the
certificates of that series specified in the related pooling and servicing
agreement may terminate all of the rights and obligations of the servicer
under the pooling and servicing agreement and in and to the mortgage loans and
contracts and the proceeds thereof, whereupon, subject to applicable law
regarding the trustee's ability to make advances, the trustee or, if the
depositor so notifies the trustee and the servicer, the depositor or its
designee, will succeed to all the responsibilities, duties and liabilities of
the servicer under the related pooling and servicing agreement and will be
entitled to similar compensation arrangements. In the event that the trustee
would be obligated to succeed the servicer but is unwilling or unable so to
act, it may appoint, or petition to a court of competent jurisdiction for the
appointment of, a successor servicer. Pending an appointment, the trustee,
unless prohibited by law from so acting, shall be obligated to act in that
capacity. The trustee and the successor servicer may agree upon the servicing
compensation to be paid to the successor servicer, which in no event may be
greater than the compensation to the servicer under the related pooling and
servicing agreement.

Amendment

     Each pooling and servicing agreement may be amended by the depositor, the
servicer and the trustee, without the consent of the certificateholders:

     o    to cure any ambiguity;

     o    to correct or supplement any provision in that pooling and servicing
          agreement that may be inconsistent with any other provision in that
          pooling and servicing agreement; or

     o    to make any other provisions with respect to matters or questions
          arising under the related pooling and servicing agreement that are
          not inconsistent with the provisions thereof, provided that the
          action will not adversely affect in any material respect the
          interests of any certificateholder of the related series.

     The related pooling and servicing agreement may also be amended by the
depositor, the servicer and the trustee with the consent of holders of
certificates evidencing not less than 66 2/3% of the voting rights evidenced
by the certificates, for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of that pooling and
servicing agreement or of modifying in any manner the rights of the
certificateholders; provided, however, that no amendment may:

     (1)  reduce in any manner the amount of, delay the timing of or change
          the manner in which payments received on or with respect to mortgage
          loans and contracts are required to be distributed with respect to
          any certificate without the consent of the holder of that
          certificate;

     (2)  adversely affect in any material respect the interests of the
          holders of a class or subclass of the senior certificates, if any,
          of a series in a manner other than that set forth in (1) above
          without the consent of the holders of the senior certificates of
          that class or subclass evidencing not less than 66 2/3% of that
          class or subclass;

     (3)  adversely affect in any material respect the interests of the
          holders of the subordinated certificates, if any, of a series in a
          manner other than that set forth in (1) above without the consent of
          the holders of subordinated certificates evidencing not less than 66
          2/3% of that class or subclass; or

     (4)  reduce the aforesaid percentage of the certificates, the holders of
          which are required to consent to the amendment, without the consent
          of the holders of the class affected thereby.

Termination

     The obligations created by the pooling and servicing agreement for a
series of certificates will terminate upon the earlier of:

     (1)  the repurchase of all mortgage loans or contracts and all property
          acquired by foreclosure of any mortgage loan or contract; and

     (2)  the later of:

          o    the maturity or other liquidation of the last mortgage loan or
               contract subject thereto and the disposition of all property
               acquired upon foreclosure of any mortgage loan or contract; and

          o    the payment to the certificateholders of all amounts held by
               the servicer and required to be paid to them pursuant to the
               related pooling and servicing agreement.

     The obligations created by the related pooling and servicing agreement or
trust agreement for a series of certificates will terminate upon the
distribution to certificateholders of all amounts required to be distributed
to them pursuant to that pooling and servicing agreement or trust agreement.
In no event, however, will the trust created by either the related pooling and
servicing agreement or the related trust agreement continue beyond the
expiration of 21 years from the death of the last survivor of certain persons
identified in the related pooling and servicing agreement or the related trust
agreement.

     For each series of certificates, the servicer will give written notice of
termination of the applicable related pooling and servicing agreement or trust
agreement of each certificateholder, and the final distribution will be made
only upon surrender and cancellation of the certificates at an office or
agency specified in the notice of termination. After termination of the
applicable related pooling and servicing agreement or trust agreement, the
certificates will no longer accrue interest, and the only obligation of the
trust fund thereafter will be to pay principal and accrued interest that was
available to be paid on the date of termination, upon surrender of the related
certificates. The trust fund and the certificateholders will have no
obligation to the purchaser of the assets of the related trust fund with
respect to the assets so purchased.

     If stated in the related prospectus supplement, the pooling and servicing
agreement for each series of certificates will permit, but not require, the
depositor or some other person as stated in the related prospectus supplement
to repurchase from the trust fund for that series all remaining mortgage loans
or contracts subject to the pooling and servicing agreement at a price
specified in that prospectus supplement. If stated in the related prospectus
supplement, the repurchase price will be equal to:

     (1)  the aggregate principal balance of the mortgage loans outstanding,
          including mortgage loans that have been foreclosed upon if the
          Liquidation Proceeds have not yet been distributed, plus accrued and
          unpaid interest thereon; or

     (2)  the aggregate outstanding principal balance of and accrued and
          unpaid interest on the mortgage loans outstanding, plus the fair
          market value of any mortgaged property acquired in foreclosure or
          deed-in-lieu of foreclosure if the Liquidation Proceeds in respect
          of that property have not yet been received by or on behalf of the
          trust fund.

     The purchase price described in clause (2) above could result in one or
more classes of certificates receiving less than their outstanding principal
and accrued interest if the fair market value of the property is less than the
outstanding principal and accrued interest on the related mortgage loan.

     In the event that the depositor elects to treat the related trust fund as
a REMIC under the Code, any repurchase will be effected in compliance with the
requirements of Section 860F(a)(4) of the Code, in order to constitute a
"qualifying liquidation" under the Code. The exercise of any right to
repurchase will effect early retirement of the certificates of that series,
but the right so to repurchase may be effected only on or after the aggregate
principal balance of the mortgage loans or contracts for that series at the
time of repurchase is less than a specified percentage, not greater than 10%,
of the aggregate principal balance at the Cut-off Date for the series, or on
or after the date set forth in the related prospectus supplement.

                                Credit Support

     Credit support for a series of certificates may be provided by one or
more financial guaranty insurance policies, surety bonds or letters of credit,
the issuance of subordinated classes or subclasses of certificates, which may,
if stated in the related prospectus supplement, be issued in notional amounts,
the provision for shifting interest credit enhancement, the establishment of a
reserve fund, the method of Alternative Credit Support specified in the
applicable prospectus supplement, or any combination of the foregoing, in
addition to, or in lieu of, the insurance arrangements set forth in this
prospectus under "Description of Insurance." The amount and method of credit
support will be set forth in the prospectus supplement with respect to a
series of certificates.

Financial Guaranty Insurance Policies; Surety Bonds

     The depositor may obtain one or more financial guaranty insurance
policies or surety bonds issued by insurers or other parties acceptable to the
rating agency or agencies rating the securities of a series. Any such policy
or surety bond may provide payments to the holders of only one or more classes
of securities of a series, as specified in the applicable prospectus
supplement.

     Unless specified in the prospectus supplement, a financial guaranty
insurance policy or surety bond will be unconditional and irrevocable and will
guarantee to holders of the applicable securities that an amount equal to the
full amount of payments due to these holders will be received by the trustee
or its agent on behalf of the holders for payment on each payment date. The
specific terms of any financial guaranty insurance policy or surety bond will
be described in the accompanying prospectus supplement. A financial guaranty
insurance policy or surety bond may have limitations and, in most cases, will
not insure the obligation of the sellers or the depositor to purchase or
substitute for a defective trust asset and will not guarantee any specific
rate of principal prepayments or cover specific interest shortfalls. In most
cases, the insurer will be subrogated to the rights of each holder to the
extent the insurer makes payments under the financial guaranty insurance
policy.

Letters of Credit

     The letters of credit, if any, with respect to a series of certificates
will be issued by the bank or financial institution specified in the related
prospectus supplement. The maximum obligation of the letter of credit bank
under the related letter of credit will be to honor requests for payment in an
aggregate fixed dollar amount, net of unreimbursed payments previously made
under the letter of credit, equal to the percentage of the aggregate principal
balance on the related Cut-off Date of the mortgage loans or contracts
evidenced by each series specified in the prospectus supplement for that
series. The duration of coverage and the amount and frequency of any reduction
in coverage provided by the letter of credit with respect to a series of
certificates will be in compliance with the requirements established by the
related Rating Agency and will be set forth in the prospectus supplement
relating to that series of certificates. The amount available under the letter
of credit in all cases shall be reduced to the extent of the unreimbursed
payments previously made under the letter of credit. The obligations of the
letter of credit bank under the letter of credit for each series of
certificates will expire 30 days after the latest of the scheduled final
maturity dates of the mortgage loans or contracts in the related mortgage pool
or contract pool or the repurchase of all mortgage loans or contracts in the
mortgage pool or contract pool, or on another date specified in the related
prospectus supplement.

     If stated in the applicable prospectus supplement, under the related
pooling and servicing agreement, the servicer will be required not later than
three business days prior to each distribution date to determine whether a
payment under the letter of credit will be necessary on the distribution date
and will, no later than the third business day prior to that distribution
date, advise the letter of credit bank and the trustee of its determination,
stating the amount of any required payment. On the distribution date, the
letter of credit bank will be required to honor the trustee's request for
payment in an amount equal to the lesser of:

     o    the remaining amount available under the letter of credit; and

     o    the outstanding principal balances of any Liquidating Loans to be
          assigned on that distribution date, together with accrued and unpaid
          interest thereon at the related mortgage rate or annual percentage
          rate to the related due date.

The proceeds of payments under the letter of credit will be deposited into the
Certificate Account and will be distributed to certificateholders, in the
manner specified in the related prospectus supplement, on that distribution
date, except to the extent of any unreimbursed Advances, servicing
compensation due to the subservicers and the servicer and other amounts
payable to the depositor or the person or entity named in the applicable
prospectus supplement.

     If at any time the letter of credit bank makes a payment in the amount of
the full outstanding principal balance and accrued interest on a Liquidating
Loan, it will be entitled to receive an assignment by the trustee of that
Liquidating Loan, and the letter of credit bank will thereafter own the
Liquidating Loan free of any further obligation to the trustee or the
certificateholders with respect to that loan. Payments made to the Certificate
Account by the letter of credit bank under the letter of credit with respect
to a Liquidating Loan will be reimbursed to the letter of credit bank only
from the proceeds, net of liquidation costs, of that Liquidating Loan. The
amount available under the letter of credit will be increased to the extent it
is reimbursed for those payments.

     To the extent the proceeds of liquidation of a Liquidating Loan acquired
by a letter of credit bank in the manner described in the preceding paragraph
exceed the amount of payments made with respect thereto, the letter of credit
bank will be entitled to retain the proceeds as additional compensation for
issuance of the letter of credit.

     Prospective purchasers of certificates of a series with respect to which
credit support is provided by a letter of credit must look to the credit of
the letter of credit bank, to the extent of its obligations under the letter
of credit, in the event of default by mortgagors or obligors. If the amount
available under the letter of credit is exhausted, or the letter of credit
bank becomes insolvent, and amounts in the reserve fund, if any, with respect
to that series are insufficient to pay the entire amount of the loss and still
be maintained at the level specified in the related prospectus supplement, the
certificateholders, in the priority specified in the related prospectus
supplement, will thereafter bear all risks of loss resulting from default by
mortgagors or obligors, including losses not covered by insurance or
Alternative Credit Support, and must look primarily to the value of the
properties securing defaulted mortgage loans or contracts for recovery of the
outstanding principal and unpaid interest.

Subordinated Certificates

     To the extent of the Subordinated Amount as specified in the applicable
prospectus supplement, credit support may be provided by the subordination of
the rights of the holders of one or more classes or subclasses of certificates
to receive distributions with respect to the mortgage loans in the mortgage
pool or contracts in the contract pool underlying that series, to the rights
of senior certificateholders or holders of one or more classes or subclasses
of subordinated certificates of that series to receive distributions. In such
a case, credit support may also be provided by the establishment of a reserve
fund, as described in "--Reserve Fund." The Subordinated Amount will be
reduced by an amount equal to the aggregate amount of Realized Losses that
have occurred in the mortgage pool or contract pool. If stated in the related
prospectus supplement, the Subordinated Amount will decline over time in
accordance with a schedule which will also be set forth in the related
prospectus supplement.

Shifting Interest

     If stated in the prospectus supplement for a series of certificates for
which credit enhancement is provided by shifting interest as described in this
section, the rights of the holders of subordinated certificates of that series
to receive distributions with respect to the mortgage loans or contracts in
the related trust fund will be subordinated to the right of the holders of
senior certificates of that series to receive distributions to the extent
described in that prospectus supplement. This subordination feature is
intended to enhance the likelihood of regular receipt by holders of senior
certificates of the full amount of scheduled monthly payments of principal and
interest due them and to provide limited protection to the holders of senior
certificates against losses due to mortgagor defaults.

     The protection afforded to the holders of senior certificates of a series
by the shifting interest subordination feature will be effected by
distributing to the holders of senior certificates a disproportionately
greater percentage of prepayments of principal on the related mortgage loans,
contracts or mortgage loans underlying the related Mortgage Certificates. The
initial percentage of principal to be received by the senior certificates for
a series will be the percentage specified in the related prospectus supplement
and will decrease in accordance with the schedule and subject to the
conditions stated in that prospectus supplement. This disproportionate
distribution of prepayments of principal on the related mortgage loans,
contracts or mortgage loans underlying the related Mortgage Certificates will
have the effect of accelerating the amortization of the senior certificates
while increasing the respective interest of the subordinated certificates in
the mortgage pool or contract pool. Increasing the respective interest of the
subordinated certificates relative to that of the senior certificates is
intended to preserve the availability of the benefits of the subordination
provided by the subordinated certificates.

Overcollateralization

     If stated in the applicable prospectus supplement, interest collections
on the mortgage loans or contracts may exceed interest payments on the
securities for the related distribution date. To the extent such excess
interest is applied as principal payments on the securities, the effect will
be to reduce the principal balance of the securities relative to the
outstanding balance of the mortgage loan or contract, thereby creating
overcollateralization and additional protection to the securityholders, if and
to the extent specified in the accompanying prospectus supplement.

Swaps and Yield Supplement Agreements

     The trustee on behalf of the trust may enter into interest rate swaps and
related caps, floors and collars to minimize the risk to certificateholders of
adverse changes in interest rates, and other yield supplement agreements or
similar yield maintenance arrangements that do not involve swap agreements or
other notional principal contracts.

     An interest rate swap is an agreement between two parties to exchange a
stream of interest payments on an agreed hypothetical or "notional" principal
amount. No principal amount is exchanged between the counterparties to an
interest rate swap. In the typical swap, one party agrees to pay a fixed rate
on a notional principal amount, while the counterparty pays a floating rate
based on one or more reference interest rates including the London Interbank
Offered Rate or, LIBOR, a specified bank's prime rate or U.S. Treasury Bill
rates. Interest rate swaps also permit counterparties to exchange a floating
rate obligation based on one reference interest rate (such as LIBOR) for a
floating rate obligation based on another referenced interest rate (such as
U.S. Treasury Bill rates).

     The swap market has grown substantially in recent years with a
significant number of banks and financial service firms acting both as
principals and as agents utilizing standardized swap documentation. Caps,
floors and collars are more recent innovations, and they are less liquid than
other swaps.

     Yield supplement agreements may be entered into to supplement the
interest rate or rates on one or more classes of the securities of any series.

     There can be no assurance that the trust will be able to enter into or
offset swaps or enter into yield supplement agreements at any specific time or
at prices or on other terms that are advantageous. In addition, although the
terms of the swaps and yield supplement agreements may provide for termination
under some circumstances, there can be no assurance that the trust will be
able to terminate a swap or yield supplement agreement when it would be
economically advantageous to the trust to do so.

Purchase Obligations

     Some of the mortgage loans or contracts and classes of certificates of
any series, as specified in the related prospectus supplement, may be subject
to a purchase obligation. The terms and conditions of each purchase
obligation, including the purchase price, timing and payment procedure, will
be described in the related prospectus supplement. A purchase obligation with
respect to mortgage loans or contracts may apply to the related mortgage loans
or contracts or to the related certificates. Each purchase obligation may be a
secured or unsecured obligation of its provider, which may include a bank or
other financial institution or an insurance company. Each purchase obligation
will be evidenced by an instrument delivered to the trustee for the benefit of
the applicable certificateholders of the related series. Each purchase
obligation with respect to mortgage loans or contracts will be payable solely
to the trustee for the benefit of the certificateholders of the related
series, or if stated in the related prospectus supplement, to some other
person. Other purchase obligations may be payable to the trustee or directly
to the holders of the certificates to which the obligations relate.

Reserve Fund

     If stated in the related prospectus supplement, credit support with
respect to a series of certificates may be provided by the establishment and
maintenance with the trustee, in trust, of a reserve fund for that series.
Generally, the reserve fund for a series will not be included in the trust
fund for that series, however if stated in the related prospectus supplement
the reserve fund for a series may be included in the trust fund for that
series. The reserve fund for each series will be created by the depositor and
shall be funded by:

     o    the retention by the servicer of certain payments on the mortgage
          loans or contracts;

     o    the deposit with the trustee, in escrow, by the depositor of a
          subordinated pool of mortgage loans or manufactured housing
          conditional sales contracts and installment loan agreements with the
          aggregate principal balance, as of the related Cut-off Date, set
          forth in the related prospectus supplement;

     o    an Initial Deposit;

     o    any combination of the foregoing; or

     o    some other manner as specified in the related prospectus supplement.

     Following the initial issuance of the certificates of a series and until
the balance of the reserve fund first equals or exceeds the Required Reserve,
the servicer will retain specified distributions on the mortgage loans or
contracts, and/or on the mortgage loans or contracts in a subordinated pool,
otherwise distributable to the holders of subordinated certificates and
deposit those amounts in the reserve fund. After the amounts in the reserve
fund for a series first equal or exceed the applicable Required Reserve, the
servicer will retain such distributions and deposit so much of those amounts
in the reserve fund as may be necessary, after the application of
distributions to amounts due and unpaid on the certificates or on the
certificates of that series to which the applicable class or subclass of
subordinated certificates are subordinated and the reimbursement of
unreimbursed Advances and liquidation expenses, to maintain the reserve fund
at the Required Reserve. The balance in the reserve fund in excess of the
Required Reserve shall be paid to the applicable class or subclass of
subordinated certificates, or to another specified person or entity, as set
forth in the related prospectus supplement, and shall be unavailable
thereafter for future distribution to certificateholders of any class. The
prospectus supplement for each series will set forth the amount of the
Required Reserve applicable from time to time. The Required Reserve may
decline over time in accordance with a schedule which will also be set forth
in the related prospectus supplement.

     Amounts held in the reserve fund for a series from time to time will
continue to be the property of the subordinated certificateholders of the
classes or subclasses specified in the related prospectus supplement until
withdrawn from the reserve fund and transferred to the Certificate Account as
described below. If on any distribution date the amount in the Certificate
Account available to be applied to distributions on the senior certificates of
that series, after giving effect to any Advances made by the subservicers or
the servicer on the related distribution date, is less than the amount
required to be distributed to the senior certificateholders on that
distribution date, the servicer will withdraw from the reserve fund and
deposit into the Certificate Account the lesser of:

     o    the entire amount on deposit in the reserve fund available for
          distribution to the senior certificateholders, which amount will not
          in any event exceed the Required Reserve; or

     o    the amount necessary to increase the funds in the Certificate
          Account eligible for distribution to the senior certificateholders
          on that distribution date to the amount required to be distributed
          to the senior certificateholders on that distribution date;

provided, however, that in no event will any amount representing investment
earnings on amounts held in the reserve fund be transferred into the
Certificate Account or otherwise used in any manner for the benefit of the
senior certificateholders.

     Generally, whenever amounts on deposit in the reserve fund are less than
the Required Reserve, holders of the subordinated certificates of the
applicable class or subclass will not receive any distributions with respect
to the mortgage loans or contracts other than amounts attributable to any
income resulting from investment of the reserve fund as described below,
however, if stated in the related prospectus supplement, holders of the
subordinated certificates of the applicable class or subclass may receive
distributions with respect to the mortgage loans or contracts when amounts on
deposit in the reserve fund are less than the Required Reserve. If specified
in the applicable prospectus supplement, whether or not amounts on deposit in
the reserve fund exceed the Required Reserve on any distribution date, the
holders of the subordinated certificates of the applicable class or subclass
are entitled to receive from the Certificate Account their share of the
proceeds of any mortgage loan or contract, or any property acquired in respect
thereof, repurchased by reason of defective documentation or the breach of a
representation or warranty pursuant to the pooling and servicing agreement.

     If specified in the applicable prospectus supplement, amounts in the
reserve fund shall be applied in the following order:

     (1)  to the reimbursement of Advances determined by the servicer and the
          subservicers to be otherwise unrecoverable, other than Advances of
          interest in connection with prepayments in full, repurchases and
          liquidations, and the reimbursement of liquidation expenses incurred
          by the subservicers and the servicer if sufficient funds for
          reimbursement are not otherwise available in the related Servicing
          Accounts and Certificate Account;

     (2)  to the payment to the holders of the senior certificates of that
          series of amounts distributable to them on the related distribution
          date in respect of scheduled payments of principal and interest due
          on the related due date to the extent that sufficient funds in the
          Certificate Account are not available therefor; and

     (3)  to the payment to the holders of the senior certificates of that
          series of the principal balance or purchase price, as applicable, of
          mortgage loans or contracts repurchased, liquidated or foreclosed
          during the period ending on the day prior to the due date to which
          that distribution relates and interest thereon at the related
          Pass-Through Rate, to the extent that sufficient funds in the
          Certificate Account are not available therefor.

     Amounts in the reserve fund in excess of the Required Reserve, including
any investment income on amounts in the reserve fund, as set forth below,
shall then be released to the holders of the subordinated certificates, or to
some other person as is specified in the applicable prospectus supplement, as
set forth above.

     Funds in the reserve fund for a series shall be invested as provided in
the related pooling and servicing agreement in Eligible Investments. The
earnings on those investments will be withdrawn and paid to the holders of the
applicable class or subclass of subordinated certificates in accordance with
their respective interests in the reserve fund in the priority specified in
the related prospectus supplement. Investment income in the reserve fund is
not available for distribution to the holders of the senior certificates of
that series or otherwise subject to any claims or rights of the holders of the
applicable class or subclass of senior certificates. Eligible Investments for
monies deposited in the reserve fund will be specified in the pooling and
servicing agreement for a series of certificates for which a reserve fund is
established and generally will be limited to investments acceptable to the
related Rating Agency from time to time as being consistent with its
outstanding rating of the certificates. With respect to a reserve fund,
Eligible Investments will be limited, however, to obligations or securities
that mature at various time periods according to a schedule in the related
pooling and servicing agreement based on the current balance of the reserve
fund at the time of the investment or the contractual commitment providing for
the investment.

     The time necessary for the reserve fund of a series to reach and maintain
the applicable Required Reserve at any time after the initial issuance of the
certificates of that series and the availability of amounts in the reserve
fund for distributions on the related certificates will be affected by the
delinquency, foreclosure and prepayment experience of the mortgage loans or
contracts in the related trust fund and/or in the subordinated pool and
therefore cannot be accurately predicted.

Performance Bond

     If stated in the related prospectus supplement, the servicer may be
required to obtain a performance bond that would provide a guarantee of the
performance by the servicer of one or more of its obligations under the
related pooling and servicing agreement, including its obligation to advance
delinquent installments of principal and interest on mortgage loans or
contracts and its obligation to repurchase mortgage loans or contracts in the
event of a breach by the servicer of a representation or warranty contained in
the related pooling and servicing agreement. In the event that the outstanding
credit rating of the obligor of the performance bond is lowered by the related
Rating Agency, with the result that the outstanding rating on the certificates
would be reduced by the related Rating Agency, the servicer will be required
to secure a substitute performance bond issued by an entity with a rating
sufficient to maintain the outstanding rating on the certificates or to
deposit and maintain with the trustee cash in the amount specified in the
applicable prospectus supplement.

                           Description of Insurance

     To the extent that the applicable prospectus supplement does not
expressly provide for a form of credit support specified above or for
Alternative Credit Support in lieu of some or all of the insurance mentioned
below, the following paragraphs on insurance shall apply with respect to the
mortgage loans included in the related trust fund. To the extent described in
the related prospectus supplement, each manufactured home that secures a
contract will be covered by a standard hazard insurance policy and other
insurance policies. Any material changes in insurance from the description
that follows or the description of any Alternative Credit Support will be set
forth in the applicable prospectus supplement.

Primary Mortgage Insurance Policies

     To the extent specified in the related prospectus supplement, each
pooling and servicing agreement will require the subservicer to cause a
primary mortgage insurance policy to be maintained in full force and effect
with respect to each mortgage loan that is secured by a single family property
requiring the insurance and to act on behalf of the related insured with
respect to all actions required to be taken by the insured under each primary
mortgage insurance policy. Generally, a primary mortgage insurance policy
covers the amount of the unpaid principal balance of the mortgage loan over
75% of the value of the mortgaged property at origination. Primary mortgage
insurance policies are generally permitted or required to be terminated when
the unpaid principal balance of the mortgage loan is reduced to 80% of the
value of the mortgaged property at the time of origination. Any primary credit
insurance policies relating to the contracts underlying a series of
certificates will be described in the related prospectus supplement.

     The amount of a claim for benefits under a primary mortgage insurance
policy covering a mortgage loan in the related mortgage pool generally will
consist of the insured portion of the unpaid principal amount of the covered
mortgage loan and accrued and unpaid interest thereon and reimbursement of
certain expenses, less:

     o    all rents or other payments collected or received by the related
          insured, other than the proceeds of hazard insurance, that are
          derived from or in any way related to the mortgaged property;

     o    hazard insurance proceeds in excess of the amount required to
          restore the mortgaged property and which have not been applied to
          the payment of the related mortgage loan;

     o    amounts expended but not approved by the primary mortgage insurer;

     o    claim payments previously made by the primary mortgage insurer; and

     o    unpaid premiums.

     As conditions precedent to the filing of or payment of a claim under a
primary mortgage insurance policy covering a mortgage loan in the related
mortgage pool, the related insured generally will be required to, in the event
of default by the mortgagor:

     (1)  advance or discharge:

          (A)  all hazard insurance premiums; and

          (B)  as necessary and approved in advance by the primary mortgage
               insurer:

               o    real estate property taxes;

               o    all expenses required to preserve, repair and prevent
                    waste to the mortgaged property so as to maintain the
                    mortgaged property in at least as good a condition as
                    existed at the effective date of such primary mortgage
                    insurance policy, ordinary wear and tear excepted;

               o    property sales expenses;

               o    any outstanding liens, as defined in the related primary
                    mortgage insurance policy, on the mortgaged property; and

               o    foreclosure costs, including court costs and reasonable
                    attorneys' fees;

     (2)  in the event of a physical loss or damage to the mortgaged property,
          have the mortgaged property restored and repaired to at least as
          good a condition as existed at the effective date of the related
          primary mortgage insurance policy, ordinary wear and tear excepted;
          and

     (3)  tender to the primary mortgage insurer good and merchantable title
          to and possession of the mortgaged property.

     Other provisions and conditions of each primary mortgage insurance policy
covering a mortgage loan in the related mortgage pool generally will provide
that:

     (1)  no change may be made in the terms of the related mortgage loan
          without the consent of the primary mortgage insurer;

     (2)  written notice must be given to the primary mortgage insurer within
          10 days after the related insured becomes aware that a mortgagor is
          delinquent in the payment of a sum equal to the aggregate of two
          scheduled monthly payments due under the related mortgage loan or
          that any proceedings affecting the mortgagor's interest in the
          mortgaged property securing the mortgage loan have commenced, and
          thereafter the insured must report monthly to the primary mortgage
          insurer the status of any mortgage loan until the mortgage loan is
          brought current, those proceedings are terminated or a claim is
          filed;

     (3)  the primary mortgage insurer will have the right to purchase the
          related mortgage loan, at any time subsequent to the 10 days' notice
          described in (2) above and prior to the commencement of foreclosure
          proceedings, at a price equal to the unpaid principal amount of the
          mortgage loan, plus accrued and unpaid interest and reimbursable
          amounts expended by the related insured for the real estate taxes
          and fire and extended coverage insurance on the mortgaged property
          for a period not exceeding 12 months, and less the sum of any claim
          previously paid under the primary mortgage insurance policy and any
          due and unpaid premiums with respect to that policy;

     (4)  the insured must commence proceedings at certain times specified in
          the primary mortgage insurance policy and diligently proceed to
          obtain good and merchantable title to and possession of the
          mortgaged property;

     (5)  the related insured must notify the primary mortgage insurer of the
          price specified in (3) above at least 15 days prior to the sale of
          the mortgaged property by foreclosure, and bid that amount unless
          the primary mortgage insurer specifies a lower or higher amount; and

     (6)  the related insured may accept a conveyance of the mortgaged
          property in lieu of foreclosure with written approval of the primary
          mortgage insurer provided the ability of the insured to assign
          specified rights to the primary mortgage insurer are not thereby
          impaired or the specified rights of the primary mortgage insurer are
          not thereby adversely affected.

     Any rents or other payments collected or received by the related insured
which are derived from or are in any way related to the mortgaged property
will be deducted from any claim payment.

FHA Insurance and VA Guarantees

     The FHA is responsible for administering various federal programs,
including mortgage insurance, authorized under the National Housing Act, as
amended, and the United States Housing Act of 1937, as amended. Any FHA
insurance or VA guarantees relating to contracts underlying a series of
certificates will be described in the related prospectus supplement.

     The insurance premiums for FHA Loans are collected by HUD approved
lenders or by the servicers of the FHA Loans and are paid to the FHA. The
regulations governing FHA single-family mortgage insurance programs provide
that insurance benefits are payable either upon foreclosure, or other
acquisition of possession, and conveyance of the mortgaged premises to HUD or
upon assignment of the defaulted FHA Loan to HUD. With respect to a defaulted
FHA Loan, the servicer of that FHA Loan will be limited in its ability to
initiate foreclosure proceedings. When it is determined, either by the
servicer or HUD, that default was caused by circumstances beyond the
mortgagor's control, the servicer will be expected to make an effort to avoid
foreclosure by entering, if feasible, into one of a number of available forms
of forbearance plans with the mortgagor. Forbearance plans may involve the
reduction or suspension of scheduled mortgage payments for a specified period,
with payments to be made upon or before the maturity date of the mortgage, or
the recasting of payments due under the mortgage up to or beyond the scheduled
maturity date. In addition, when a default caused by circumstances beyond the
mortgagor's control is accompanied by certain other criteria, HUD may provide
relief by making payments to the servicer of the related mortgage loan in
partial or full satisfaction of amounts due thereunder, which payments are to
be repaid by the mortgagor to HUD, or by accepting assignment of the mortgage
loan from the servicer. With certain exceptions, at least three full monthly
installments must be due and unpaid under the mortgage loan, and HUD must have
rejected any request for relief from the mortgagor before the servicer may
initiate foreclosure proceedings.

     HUD has the option, in most cases, to pay insurance claims in cash or in
debentures issued by HUD. Presently, claims are being paid in cash, and claims
have not been paid in debentures since 1965. HUD debentures issued in
satisfaction of FHA insurance claims bear interest at the applicable HUD
debenture interest rate. The servicer of each FHA Loan in a mortgage pool will
be obligated to purchase any debenture issued in satisfaction of a defaulted
FHA Loan serviced by it for an amount equal to the principal amount of the FHA
Loan.

     The amount of insurance benefits generally paid by the FHA is equal to
the entire unpaid principal balance of the defaulted FHA Loan, adjusted to
reimburse the servicer of that FHA Loan for certain costs and expenses and to
deduct certain amounts received or retained by the servicer after default.
When entitlement to insurance benefits results from foreclosure, or other
acquisition of possession, and conveyance to HUD, the related servicer is
compensated for no more than two-thirds of its foreclosure costs, and is
compensated for interest accrued and unpaid prior to that date in general only
to the extent it was allowed pursuant to a forbearance plan approved by HUD.
When entitlement to insurance benefits results from assignment of the FHA Loan
to HUD, the insurance payment includes full compensation for interest accrued
and unpaid to the assignment date. The insurance payment itself, upon
foreclosure of an FHA Loan, bears interest from a date 30 days after the
mortgagor's first uncorrected failure to perform any obligation or make any
payment due under the mortgage loan and, upon assignment, from the date of
assignment, to the date of payment of the claim, in each case at the same
interest rate as the applicable HUD debenture interest rate as described
above.

     The maximum guarantee that may be issued by the VA under a VA Loan is 50%
of the principal amount of the VA Loan if the principal amount of the mortgage
loan is $45,000 or less, the lesser of $36,000 and 40% if the principal amount
of the VA Loan if the principal amount of that VA Loan is greater than $45,000
but less than or equal to $144,000, and the lesser of $46,000 and 25% of the
principal amount of the mortgage loan if the principal amount of the mortgage
loan is greater than $144,000. The liability on the guarantee is reduced or
increased pro rata with any reduction or increase in the amount of
indebtedness, but in no event will the amount payable on the guarantee exceed
the amount of the original guarantee. The VA may, at its option and without
regard to the guarantee, make full payment to a mortgage holder of unsatisfied
indebtedness on a mortgage upon its assignment to the VA.

     With respect to a defaulted VA Loan, the servicer is, absent exceptional
circumstances, authorized to announce its intention to foreclose only when the
default has continued for three months. Generally, a claim for the guarantee
is submitted after liquidation of the mortgaged property.

     The amount payable under the guarantee will be the percentage of the VA
Loan originally guaranteed applied to indebtedness outstanding as of the
applicable date of computation specified in the VA regulations. Payments under
the guarantee will be equal to the unpaid principal amount of the VA Loan,
interest accrued on the unpaid balance of the VA Loan to the appropriate date
of computation and limited expenses of the mortgagee, but in each case only to
the extent that those amounts have not been recovered through liquidation of
the mortgaged property. The amount payable under the guarantee may in no event
exceed the amount of the original guarantee.

Standard Hazard Insurance Policies on Mortgage Loans

     The pooling and servicing agreement will require that standard hazard
insurance policies covering the mortgage loans in a mortgage pool provide for
coverage at least equal to the applicable state standard form of fire
insurance policy with extended coverage. In general, the standard form of fire
and extended coverage policy will cover physical damage to, or destruction of,
the improvements on the mortgaged property caused by fire, lightning,
explosion, smoke, windstorm, hail, riot, strike and civil commotion, subject
to the conditions and exclusions particularized in each policy. Because the
standard hazard insurance policies relating to mortgage loans will be
underwritten by different insurers and will cover mortgaged properties located
in various states, those policies will not contain identical terms and
conditions. The most significant terms thereof, however, generally will be
determined by state law and generally will be similar.

     Most standard hazard insurance policies typically will not cover any
physical damage resulting from the following: war, revolution, governmental
actions, floods and other water- related causes, earth movement, including
earthquakes, landslides and mudflows, nuclear reaction, wet or dry rot,
vermin, rodents, insects or domestic animals, theft and, in certain cases,
vandalism. The foregoing list is merely indicative of certain kinds of
uninsured risks and is not intended to be all-inclusive.

     The standard hazard insurance policies covering mortgaged properties
securing mortgage loans typically will contain a "coinsurance" clause which,
in effect, will require the insured at all times to carry insurance of a
specified percentage, generally 80% to 90%, of the full replacement value of
the dwellings, structures and other improvements on the mortgaged property in
order to recover the full amount of any partial loss. If the insured's
coverage falls below this specified percentage, the coinsurance clause will
provide that the insurer's liability in the event of partial loss will not
exceed the greater of:

     o    the actual cash value, the replacement cost less physical
          depreciation, of the dwellings, structures and other improvements
          damaged or destroyed; or

     o    the proportion of the loss, without deduction for depreciation, as
          the amount of insurance carried bears to the specified percentage of
          the full replacement cost of the related dwellings, structures and
          other improvements.

     The depositor will not require that a standard hazard or flood insurance
policy be maintained on the Cooperative Dwelling relating to any Cooperative
Loan. Generally, the Cooperative itself is responsible for maintenance of
hazard insurance for the property owned by the Cooperative and the
tenant-stockholders of that Cooperative do not maintain individual hazard
insurance policies. To the extent, however, that a Cooperative and the related
borrower on a Cooperative Loan do not maintain insurance or do not maintain
adequate coverage or any insurance proceeds are not applied to the restoration
of damaged property, any damage to that borrower's Cooperative Dwelling or
that Cooperative's building could significantly reduce the value of the
collateral securing the related Cooperative Loan to the extent not covered by
other credit support.

     Any losses incurred with respect to mortgage loans due to uninsured
risks, including earthquakes, mudflows and, with respect to mortgaged
properties located in areas other than HUD designated flood areas, floods, or
insufficient hazard insurance proceeds and any hazard losses incurred with
respect to Cooperative Loans could affect distributions to the
certificateholders.

     With respect to mortgage loans secured by commercial property, Mixed-Use
Property and multifamily property, certain additional insurance policies may
be required; for example, general liability insurance for bodily injury and
property damage, steam boiler coverage where a steam boiler or other pressure
vessel is in operation, business interruption insurance and rent loss
insurance to cover income losses following damage or destruction of the
mortgaged property. The related prospectus supplement will specify the
required types and amounts of additional insurance that may be required in
connection with mortgage loans secured by commercial property, Mixed-Use
Property and multifamily property and will describe the general terms of such
insurance and conditions to payment thereunder.

Standard Hazard Insurance Policies on the Manufactured Homes

     The terms of the pooling and servicing agreement will require the
servicer to cause to be maintained with respect to each contract one or more
standard hazard insurance policies which provide, at a minimum, the same
coverage as a standard form file and extended coverage insurance policy that
is customary for manufactured housing, issued by a company authorized to issue
those policies in the state in which the manufactured home is located, and in
an amount which is not less than the maximum insurable value of that
manufactured home or the principal balance due from the obligor on the related
contract, whichever is less; provided, however, that the amount of coverage
provided by each standard hazard insurance policy shall be sufficient to avoid
the application of any coinsurance clause contained in the related standard
hazard insurance policy. When a manufactured home's location was, at the time
of origination of the related contract, within a federally designated flood
area, the servicer also shall cause such flood insurance to be maintained,
which coverage shall be at least equal to the minimum amount specified in the
preceding sentence or such lesser amount as may be available under the federal
flood insurance program. Each standard hazard insurance policy caused to be
maintained by the servicer shall contain a standard loss payee clause in favor
of the servicer and its successors and assigns. If any obligor is in default
in the payment of premiums on its standard hazard insurance policy or
policies, the servicer shall pay the premiums out of its own funds, and may
add separately the premium to the obligor's obligation as provided by the
contract, but may not add the premium to the remaining principal balance of
the contract.

     The servicer may maintain, in lieu of causing individual standard hazard
insurance policies to be maintained with respect to each manufactured home,
and shall maintain, to the extent that the related contract does not require
the obligor to maintain a standard hazard insurance policy with respect to the
related manufactured home, one or more blanket insurance policies covering
losses on the obligor's interest in the contracts resulting from the absence
or insufficiency of individual standard hazard insurance policies. Any blanket
policy shall be substantially in the form and in the amount carried by the
servicer as of the date of the pooling and servicing agreement. The servicer
shall pay the premium for the policy on the basis described in that policy and
shall pay any deductible amount with respect to claims under the policy
relating to the contracts. If the insurer thereunder shall cease to be
acceptable to the servicer, the servicer shall exercise its best reasonable
efforts to obtain from another insurer a replacement policy comparable to the
original policy.

     If the servicer shall have repossessed a manufactured home on behalf of
the trustee, the servicer shall either:

     o    maintain hazard insurance with respect to the related manufactured
          home, which expenses will be reimbursable to the servicer out of the
          trust fund; or

     o    indemnify the trustee against any damage to the related manufactured
          home prior to resale or other disposition.

Pool Insurance Policies

     If stated in the related prospectus supplement, the servicer will obtain
a pool insurance policy for a mortgage pool underlying certificates of that
series. The pool insurance policy will be issued by the pool insurer named in
the applicable prospectus supplement. Each pool insurance policy will cover
any loss, subject to the limitations described below, by reason of default to
the extent the related mortgage loan is not covered by any primary mortgage
insurance policy, FHA insurance or VA guarantee. The amount of the pool
insurance policy, if any, with respect to a series will be specified in the
related prospectus supplement. A pool insurance policy, however, will not be a
blanket policy against loss, because claims thereunder may only be made for
particular defaulted mortgage loans and only upon satisfaction of certain
conditions precedent described below. Any pool insurance policies relating to
the contracts will be described in the related prospectus supplement.

     The pool insurance policy generally will provide that as a condition
precedent to the payment of any claim the insured will be required

     (1)  to advance hazard insurance premiums on the mortgaged property
          securing the defaulted mortgage loan;

     (2)  to advance, as necessary and approved in advance by the pool
          insurer,

          o    real estate property taxes;

          o    all expenses required to preserve and repair the mortgaged
               property, to protect the mortgaged property from waste, so that
               the mortgaged property is in at least as good a condition as
               existed on the date upon which coverage under the pool
               insurance policy with respect to the related mortgaged property
               first became effective, ordinary wear and tear excepted;

          o    property sales expenses;

          o    any outstanding liens on the mortgaged property; and

          o    foreclosure costs including court costs and reasonable
               attorneys' fees; and

     (3)  if there has been physical loss or damage to the mortgaged property,
          to restore the mortgaged property to its condition, reasonable wear
          and tear excepted, as of the issue date of the pool insurance
          policy.

It also will be a condition precedent to the payment of any claim under the
pool insurance policy that the related insured maintain a primary mortgage
insurance policy that is acceptable to the pool insurer on all mortgage loans
that have loan-to-value ratios at the time of origination in excess of 80%.
FHA insurance and VA guarantees will be considered to be an acceptable primary
mortgage insurance policy under the pool insurance policy.

     Assuming satisfaction of these conditions, the related pool insurer will
pay to the related insured the amount of loss, but not more than the remaining
amount of coverage under the pool insurance policy determined as follows:

     (1)  the amount of the unpaid principal balance of the related mortgage
          loan immediately prior to the Approved Sale of the mortgaged
          property;

     (2)  the amount of the accumulated unpaid interest on the related
          mortgage loan to the date of claim settlement at the applicable
          mortgage rate; and

     (3)  advances as described above, less:

          o    all rents or other payments, excluding proceeds of fire and
               extended coverage insurance, collected or received by the
               related insured, which are derived from or in any way related
               to the mortgaged property;

          o    amounts paid under applicable fire and extended coverage
               policies which are in excess of the cost of restoring and
               repairing the mortgaged property and which have not been
               applied to the payment of the related mortgage loan;

          o    any claims payments previously made by the pool insurer on the
               related mortgage loan;

          o    due and unpaid premiums payable with respect to the pool
               insurance policy; and

          o    all claim payments received by the related insured pursuant to
               any primary mortgage insurance policy.

     The related pool insurer must be provided with good and merchantable
title to the mortgaged property as a condition precedent to the payment of any
amount of a claim for benefits under a primary mortgage insurance policy. If
any mortgaged property securing a defaulted mortgage loan is damaged and the
proceeds, if any, from the related standard hazard insurance policy or the
applicable special hazard insurance policy are insufficient to restore the
mortgaged property to a condition sufficient to permit recovery under the pool
insurance policy, the servicer or the subservicer of the related mortgage loan
will not be required to expend its own funds to restore the damaged mortgaged
property unless it is determined:

     o    that the restoration will increase the proceeds to the
          certificateholders of the related series on liquidation of the
          mortgage loan, after reimbursement of the expenses of the servicer
          or the subservicer, as the case may be; and

     o    that the expenses will be recoverable by it through payments under
          the financial guaranty insurance policy, surety bond or letter of
          credit, if any, with respect to that series, Liquidation Proceeds,
          Insurance Proceeds, amounts in the reserve fund, if any, or payments
          under any Alternative Credit Support, if any, with respect to that
          series.

     No pool insurance policy will insure, and many primary mortgage insurance
policies may not insure, against loss sustained by reason of a default arising
from, among other things:

     (1)  fraud or negligence in the origination or servicing of a mortgage
          loan, including misrepresentation by the mortgagor, any unaffiliated
          seller, the originator or other persons involved in the origination
          thereof; or

     (2)  the exercise by the related insured of a "due-on-sale" clause or
          other similar provision in the mortgage loan.

     Depending upon the nature of the event, a breach of representation made
by the depositor or a seller may also have occurred. Such a breach, if it
materially and adversely affects the interests of the certificateholders of
that series and cannot be cured, would give rise to a repurchase obligation on
the part of the depositor or seller as more fully described under "The Trust
Fund--Mortgage Loan Program--Representations by Unaffiliated Sellers;
Repurchases" and "Description of the Certificates--Assignment of Mortgage
Loans."

     The original amount of coverage under the pool insurance policy will be
reduced over the life of the certificates of the related series by the
aggregate dollar amount of claims paid less the aggregate of the net amounts
realized by the pool insurer upon disposition of all foreclosed mortgaged
properties covered thereby.

     The amount of claims paid will include certain expenses incurred by the
servicer or by the subservicer of the defaulted mortgage loan as well as
accrued interest on delinquent mortgage loans to the date of payment of the
claim. Accordingly, if aggregate net claims paid under a pool insurance policy
reach the original policy limit, coverage under the pool insurance policy will
lapse and any further losses will be borne by the holders of the certificates
of that series. In addition, unless the servicer or the related subservicer
could determine that an Advance in respect of a delinquent mortgage loan would
be recoverable to it from the proceeds of the liquidation of that mortgage
loan or otherwise, neither the subservicer nor the servicer would be obligated
to make an Advance respecting any delinquency, since the Advance would not be
ultimately recoverable to it from either the pool insurance policy or from any
other related source. See "Description of the Certificates--Advances."

     Any pool insurance policy for a contract pool underlying a series of
certificates will be described in the related prospectus supplement.

Special Hazard Insurance Policies

     If stated in the related prospectus supplement, the servicer shall obtain
a special hazard insurance policy for the mortgage pool underlying a series of
certificates. A special hazard insurance policy for a mortgage pool underlying
the certificates of a series will be issued by the special hazard insurer
named in the applicable prospectus supplement. Each special hazard insurance
policy will, subject to the limitations described below, protect against loss
by reason of damage to mortgaged properties caused by certain hazards,
including vandalism and earthquakes and, except where the mortgagor is
required to obtain flood insurance, floods and mudflows, not insured against
under the standard form of hazard insurance policy for the respective states
in which the mortgaged properties are located. See "Description of the
Certificates--Maintenance of Insurance Policies" and "--Standard Hazard
Insurance." The special hazard insurance policy will not cover losses
occasioned by war, certain governmental actions, nuclear reaction and certain
other perils. Coverage under a special hazard insurance policy will be at
least equal to the amount set forth in the related prospectus supplement.

     Subject to the foregoing limitations, each special hazard insurance
policy will provide that, when there has been damage to the mortgaged property
securing a defaulted mortgage loan and to the extent the damage is not covered
by the standard hazard insurance policy, if any, maintained by the mortgagor,
the servicer or the subservicer, the special hazard insurer will pay the
lesser of:

     o    the cost of repair or replacement of the mortgaged property; or

     o    upon transfer of the mortgaged property to the special hazard
          insurer, the unpaid balance of the related mortgage loan at the time
          of acquisition of the mortgaged property by foreclosure or deed in
          lieu of foreclosure, plus accrued interest to the date of claim
          settlement, excluding late charges and penalty interest, and certain
          expenses incurred in respect of the mortgaged property.

     No claim may be validly presented under a special hazard insurance policy
unless:

     o    hazard insurance on the mortgaged property has been kept in force
          and other reimbursable protection, preservation and foreclosure
          expenses have been paid, all of which must be approved in advance as
          necessary by the related insurer; and

     o    the related insured has acquired title to the mortgaged property as
          a result of default by the mortgagor.

If the sum of the unpaid principal balance plus accrued interest and certain
expenses is paid by the special hazard insurer, the amount of further coverage
under the related special hazard insurance policy will be reduced by that
amount less any net proceeds from the sale of the mortgaged property. Any
amount paid as the cost of repair of the mortgaged property will further
reduce coverage by that amount.

     The terms of the related pooling and servicing agreement will require the
subservicer to maintain the special hazard insurance policy in full force and
effect throughout the term of the pooling and servicing agreement. If a pool
insurance policy is required to be maintained pursuant to the related pooling
and servicing agreement, the special hazard insurance policy will be designed
to permit full recoveries under the pool insurance policy in circumstances
where recoveries would otherwise be unavailable because the related mortgaged
property has been damaged by a cause not insured against by a standard hazard
insurance policy. In that event, the related pooling and servicing agreement
will provide that, if the related pool insurance policy shall have terminated
or been exhausted through payment of claims, the servicer will be under no
further obligation to maintain the special hazard insurance policy.

     Any special hazard insurance policies for a contract pool underlying a
series of certificates will be described in the related prospectus supplement.

Mortgagor Bankruptcy Bond

     In the event of a personal bankruptcy of a mortgagor, a bankruptcy court
may establish the value of the related mortgaged property or Cooperative
Dwelling at an amount less than the then outstanding principal balance of the
related mortgage loan. The amount of the secured debt could be reduced to that
lesser value, and the holder of the mortgage loan thus would become an
unsecured creditor to the extent the outstanding principal balance of that
mortgage loan exceeds the value so assigned to the related mortgaged property
or Cooperative Dwelling by the bankruptcy court. In addition, certain other
modifications of the terms of a mortgage loan can result from a bankruptcy
proceeding. If stated in the related prospectus supplement, losses resulting
from a bankruptcy proceeding affecting the mortgage loans in a mortgage pool
will be covered under a mortgagor bankruptcy bond, or any other instrument
that will not result in a downgrading of the rating of the certificates of a
series by the related Rating Agency. Any mortgagor bankruptcy bond will
provide for coverage in an amount acceptable to the related Rating Agency,
which will be set forth in the related prospectus supplement. Subject to the
terms of the mortgagor bankruptcy bond, the issuer thereof may have the right
to purchase any mortgage loan with respect to which a payment or drawing has
been made or may be made for an amount equal to the outstanding principal
amount of that mortgage loan plus accrued and unpaid interest thereon. The
coverage of the mortgagor bankruptcy bond with respect to a series of
certificates may be reduced as long as any reduction will not result in a
reduction of the outstanding rating of the certificates of that series by the
related Rating Agency.

           Certain Legal Aspects of the Mortgage Loans and Contracts

     The following discussion contains summaries of some legal aspects of the
mortgage loans and contracts that are general in nature. Because these legal
aspects are governed in part by state law, which laws may differ substantially
from state to state, the summaries do not purport to be complete, to reflect
the laws of any particular state or to encompass the laws of all states in
which the mortgaged properties may be situated. These legal aspects are in
addition to the requirements of any applicable FHA regulations described in
"Description of FHA Insurance" in this prospectus and in the accompanying
prospectus supplement regarding the contracts partially insured by FHA under
Title I of the National Housing Act, or Title I. The summaries are qualified
in their entirety by reference to the applicable federal and state laws
governing the mortgage loans and contracts.

The Mortgage Loans

     General. The mortgage loans, other than Cooperative Loans, will be
secured by deeds of trust, mortgages or deeds to secure debt depending on the
prevailing practice in the state in which the related mortgaged property is
located. In some states, a mortgage, deed of trust or deed to secure debt
creates a lien on the related real property. In other states, the mortgage,
deed of trust or deed to secure debt conveys legal title to the property to
the mortgagee subject to a condition subsequent, for example, the payment of
the indebtedness secured thereby. These instruments are not prior to the lien
for real estate taxes and assessments and other charges imposed under
governmental police powers. Priority with respect to these instruments depends
on their terms and in some cases on the terms of separate subordination or
inter-creditor agreements, and in most cases on the order of recordation of
the mortgage deed of trust or deed to secure debt in the appropriate recording
office.

     There are two parties to a mortgage, the mortgagor, who is the borrower
and homeowner, and the mortgagee, who is the lender. Under the mortgage
instrument, the mortgagor delivers to the mortgagee a note or bond and the
mortgage. In some states, three parties may be involved in a mortgage
financing when title to the property is held by a land trustee under a land
trust agreement of which the borrower is the beneficiary; at origination of a
mortgage loan, the land trustee, as fee owner of the property, executes the
mortgage and the borrower executes a separate undertaking to make payments on
the related Mortgage Note. Although a deed of trust is similar to a mortgage,
a deed of trust has three parties: the grantor, who is the borrower/homeowner;
the beneficiary, who is the lender; and a third-party grantee called the
trustee. Under a deed of trust, the borrower grants the mortgaged property to
the trustee for the benefit of the beneficiary, irrevocably until satisfaction
of the debt. A deed to secure debt typically has two parties, under which the
borrower, or grantor, conveys title to the real property to the grantee, or
lender, typically with a power of sale, until the time when the debt is
repaid. The trustee's authority under a deed of trust and the mortgagee's or
grantee's authority under a mortgage or a deed to secure debt, as applicable,
are governed by the law of the state in which the real property is located,
the express provisions of the deed of trust, mortgage or deed to secure debt
and, in some deed of trust transactions, the directions of the beneficiary.

     Cooperative Loans. If stated in the prospectus supplement relating to a
series of securities, the loans may include Cooperative Loans. Each note
evidencing a Cooperative Loan will be secured by a security interest in shares
issued by the Cooperative that owns the related apartment building and in the
related proprietary lease or occupancy agreement granting exclusive rights to
occupy a specific dwelling unit in the Cooperative's building. The security
agreement will create a lien on, or grant a security interest in, the
Cooperative shares and proprietary leases or occupancy agreements, the
priority of which will depend on, among other things, the terms of the
particular security agreement as well as the order of recordation of the
agreement, or the filing of the financing statements related thereto, in the
appropriate recording office or the taking of possession of the Cooperative
shares, depending on the law of the state in which the Cooperative is located.
This type of lien or security interest is not, in general, prior to liens in
favor of the cooperative corporation for unpaid assessments or common charges.

     In most cases, each Cooperative owns in fee or has a leasehold interest
in all the real property and owns in fee or leases the building and all
separate dwelling units in the Cooperative. The Cooperative is directly
responsible for property management and, in most cases, payment of real estate
taxes, other governmental impositions and hazard and liability insurance. If
there is an underlying mortgage or mortgages on the Cooperative's building or
underlying land, as is typically the case, or an underlying lease of the land,
as is the case in some instances, the Cooperative, as mortgagor or lessee, as
the case may be, is also responsible for fulfilling the mortgage or rental
obligations.

     An underlying mortgage loan is ordinarily obtained by the Cooperative in
connection with either the construction or purchase of the Cooperative's
building or the obtaining of capital by the Cooperative. The interest of the
occupant under proprietary leases or occupancy agreements as to which that
Cooperative is the landlord is usually subordinate to the interest of the
holder of an underlying mortgage and to the interest of the holder of a land
lease. If the Cooperative is unable to meet the payment obligations:

     o    arising under an underlying mortgage, the mortgagee holding an
          underlying mortgage could foreclose on that mortgage and terminate
          all subordinate proprietary leases and occupancy agreements; or

     o    arising under its land lease;

the holder of the landlord's interest under the land lease could terminate it
and all subordinate proprietary leases and occupancy agreements. In addition,
an underlying mortgage on a Cooperative may provide financing in the form of a
mortgage that does not fully amortize, with a significant portion of principal
being due in one final payment at maturity. The inability of the Cooperative
to refinance a mortgage and its consequent inability to make the final payment
could lead to foreclosure by the mortgagee. Similarly, a land lease has an
expiration date and the inability of the Cooperative to extend its term or, in
the alternative, to purchase the land, could lead to termination of the
Cooperative's interest in the property and termination of all proprietary
leases and occupancy agreements. In either event, a foreclosure by the holder
of an underlying mortgage or the termination of the underlying lease could
eliminate or significantly diminish the value of any collateral held by the
lender who financed the purchase by an individual tenant-stockholder of shares
of the Cooperative, or in the case of the loans, the collateral securing the
Cooperative Loans.

     Each Cooperative is owned by shareholders, referred to as
tenant-stockholders, who, through ownership of stock or shares in the
Cooperative, receive proprietary leases or occupancy agreements which confer
exclusive rights to occupy specific dwellings. In most instances, a
tenant-stockholder of a Cooperative must make a monthly maintenance payment to
the Cooperative under the proprietary lease, which rental payment represents
the tenant-stockholder's pro rata share of the Cooperative's payments for its
underlying mortgage, real property taxes, maintenance expenses and other
capital or ordinary expenses. An ownership interest in a Cooperative and
accompanying occupancy rights may be financed through a Cooperative Loan
evidenced by a note and secured by an assignment of and a security interest in
the occupancy agreement or proprietary lease and a security interest in the
related shares of the related Cooperative. The lender usually takes possession
of the stock certificate and a counterpart of the proprietary lease or
occupancy agreement and a financing statement covering the proprietary lease
or occupancy agreement and the Cooperative shares is filed in the appropriate
state or local offices to perfect the lender's interest in its collateral. In
accordance with the limitations discussed below, on default of the
tenant-stockholder, the lender may sue for judgment on the related note,
dispose of the collateral at a public or private sale or otherwise proceed
against the collateral or tenant-stockholder as an individual as provided in
the security agreement covering the assignment of the proprietary lease or
occupancy agreement and the pledge of Cooperative shares. See "--Foreclosure
on Shares of Cooperatives" in this prospectus.

     Tax Aspects of Cooperative Ownership. In general, a "tenant-stockholder,"
as defined in Section 216(b)(2) of the 216(b)(1) of the Code is allowed a
deduction for amounts paid or accrued within his or her taxable year to the
corporation representing his or her proportionate share of certain interest
expenses and real estate taxes allowable as a deduction under Section 216(a)
of the Code to the corporation under Sections 163 and 164 of the Code. In
order for a corporation to qualify under Section 216(b)(1) of the Code for its
taxable year in which those items are allowable as a deduction to the
corporation, the section requires, among other things, that at least 80% of
the gross income of the corporation be derived from its tenant-stockholders.
By virtue of this requirement, the status of a corporation for purposes of
Section 216(b)(1) of the Code must be determined on a year-to-year basis.
Consequently, there can be no assurance that Cooperatives relating to the
Cooperative Loans will qualify under this section for any particular year. If
a Cooperative fails to qualify for one or more years, the value of the
collateral securing any related Cooperative Loans could be significantly
impaired because no deduction would be allowable to tenant-stockholders under
Section 216(a) of the Code with respect to those years. In view of the
significance of the tax benefits accorded tenant-stockholders of a corporation
that qualifies under Section 216(b)(1) of the Code, the likelihood that this
type of failure would be permitted to continue over a period of years appears
remote.

     Foreclosure on Mortgage Loans. Although a deed of trust or a deed to
secure debt may also be foreclosed by judicial action, foreclosure of a deed
of trust or a deed to secure debt is typically accomplished by a non-judicial
sale under a specific provision in the deed of trust or deed to secure debt
which authorizes the trustee or grantee, as applicable, to sell the property
on default by the borrower under the terms of the note or deed of trust or
deed to secure debt. In addition to any notice requirements contained in a
deed of trust or deed to secure debt, in some states, the trustee or grantee,
as applicable, must record a notice of default and send a copy to the borrower
and to any person who has recorded a request for a copy of notice of default
and notice of sale. In addition, in some states, the trustee or grantee, as
applicable, must provide notice to any other individual having an interest of
record in the real property, including any junior lienholders. If the deed of
trust or deed to secure debt is not reinstated within a specified period, a
notice of sale must be posted in a public place and, in most states, published
for a specific period of time in one or more newspapers. In addition, some
states' laws require that a copy of the notice of sale be posted on the
property and sent to all parties having an interest of record in the real
property.

     Foreclosure of a mortgage usually is accomplished by judicial action. In
most cases, the action is initiated by the service of legal pleadings on all
parties having an interest of record in the real property. Delays in
completion of the foreclosure may result from difficulties in locating and
serving necessary parties, including borrowers, such as international
borrowers, located outside the jurisdiction in which the mortgaged property is
located. Difficulties in foreclosing on mortgaged properties owned by
international borrowers may result in increased foreclosure costs, which may
reduce the amount of proceeds from the liquidation of the related loan
available to be distributed to the certificateholders of the related series.
In addition, delays in completion of the foreclosure and additional losses may
result where loan documents relating to the loan are missing. If the
mortgagee's right to foreclose is contested, the legal proceedings necessary
to resolve the issue can be time-consuming.

     In some states, the borrower has the right to reinstate the loan at any
time following default until shortly before the trustee's sale. In general, in
those states, the borrower, or any other person having a junior encumbrance on
the real estate, may, during a reinstatement period, cure the default by
paying the entire amount of defaulted payments and all other sums owing lender
due to the default, plus the costs and expenses incurred in enforcing the
obligation.

     In the case of foreclosure under a mortgage, a deed of trust or deed to
secure debt, the sale by the referee or other designated officer or by the
trustee or grantee, as applicable, is a public sale. However, because of the
difficulty a potential buyer at the sale may have in determining the exact
status of title and because the physical condition of the property may have
deteriorated during the foreclosure proceedings, it is uncommon for a third
party to purchase the property at a foreclosure sale. Rather, it is common for
the lender to purchase the property from the trustee or grantee, as
applicable, or referee for a credit bid less than or equal to the unpaid
principal amount of the loan, accrued and unpaid interest and the expense of
foreclosure, in which case the mortgagor's debt will be extinguished unless
the lender purchases the property for a lesser amount and preserves its right
against a borrower to seek a deficiency judgment if such remedy is available
under state law and the related loan documents. In some states, there is a
statutory minimum purchase price that the lender may offer for the property
and in most cases, state law controls the amount of foreclosure costs and
expenses, including attorneys' fees, which may be recovered by a lender.
Thereafter, subject to the right of the borrower in some states to remain in
possession during the redemption period, the lender will assume the burdens of
ownership, including obtaining hazard insurance, paying taxes and making
repairs at its own expense that are necessary to render the property suitable
for sale. In most cases, the lender will obtain the services of a real estate
broker and pay the broker's commission in connection with the sale of the
property. Depending on market conditions, the ultimate proceeds of the sale of
the property may not equal the lender's investment in the property and, in
some states, the lender may be entitled to a deficiency judgment. In some
cases, a deficiency judgment may be pursued in lieu of foreclosure. Any loss
may be reduced by the receipt of any mortgage insurance proceeds or other
forms of credit enhancement for a series of securities. See "Description of
Credit Enhancement" in this prospectus.

     Foreclosure on Junior Mortgage Loans. A junior mortgagee may not
foreclose on the property securing a junior loan unless it forecloses subject
to the senior mortgages, in which case it must either pay the entire amount
due on the senior mortgages to the senior mortgagees prior to or at the time
of the foreclosure sale or undertake the obligation to make payments on the
senior mortgages if the mortgagor is in default thereunder, in either event
adding the amounts expended to the balance due on the junior loan. In
addition, if the foreclosure by a junior mortgagee triggers the enforcement of
a "due-on-sale" clause in a senior mortgage, the junior mortgagee may be
required to pay the full amount of the senior mortgages to the senior
mortgagees, to avoid a default with respect thereto. Accordingly, if the
junior lender purchases the property, the junior lender's title will be
subject to all senior liens and claims and certain governmental liens. The
proceeds received by the referee or trustee from the sale are applied first to
the costs, fees and expenses of sale and then in satisfaction of the
indebtedness secured by the mortgage or deed of trust that is being
foreclosed. Any remaining proceeds are typically payable to the holders of
junior mortgages or deeds of trust and other liens and claims in order of
their priority, whether or not the borrower is in default. Any additional
proceeds are usually payable to the mortgagor or trustor. The payment of the
proceeds to the holders of junior mortgages may occur in the foreclosure
action of the senior mortgagee or may require the institution of separate
legal proceedings. See "Description of the Securities--Servicing and
Administration of Loans--Realization Upon Defaulted Loans" in this prospectus.

     Foreclosure on Shares of Cooperatives. The Cooperative shares owned by
the tenant-stockholder, together with the rights of the tenant-stockholder
under the proprietary lease or occupancy agreement, are pledged to the lender
and are, in almost all cases, in accordance with restrictions on transfer as
set forth in the Cooperative's certificate of incorporation and by-laws, as
well as in the proprietary lease or occupancy agreement. The proprietary lease
or occupancy agreement, even while pledged, may be cancelled by the
Cooperative for failure by the tenant-stockholder to pay rent or other
obligations or charges owed by the tenant-stockholder, including mechanics'
liens against the Cooperative's building incurred by the tenant-stockholder.

     In most cases, rent and other obligations and charges arising under a
proprietary lease or occupancy agreement which are owed to the Cooperative are
made liens on the shares to which the proprietary lease or occupancy agreement
relates. In addition, the proprietary lease or occupancy agreement in most
cases permits the Cooperative to terminate the lease or agreement if the
borrower defaults in the performance of covenants thereunder. Typically, the
lender and the Cooperative enter into a recognition agreement which, together
with any lender protection provisions contained in the proprietary lease or
occupancy agreement, establishes the rights and obligations of both parties in
the event of a default by the tenant-stockholder on its obligations under the
proprietary lease or occupancy agreement. A default by the tenant-stockholder
under the proprietary lease or occupancy agreement will usually constitute a
default under the security agreement between the lender and the
tenant-stockholder.

     The recognition agreement in most cases provides that, if the
tenant-stockholder has defaulted under the proprietary lease or occupancy
agreement, the Cooperative will take no action to terminate the lease or
agreement until the lender has been provided with notice of and an opportunity
to cure the default. The recognition agreement typically provides that if the
proprietary lease or occupancy agreement is terminated, the Cooperative will
recognize the lender's lien against proceeds from a sale of the shares and the
proprietary lease or occupancy agreement allocated to the dwelling, subject,
however, to the Cooperative's right to sums due under the proprietary lease or
occupancy agreement or which have become liens on the shares relating to the
proprietary lease or occupancy agreement. The total amount owed to the
Cooperative by the tenant-stockholder, which the lender in most cases cannot
restrict and does not monitor, could reduce the amount realized upon a sale of
the collateral below the outstanding principal balance of the Cooperative Loan
and accrued and unpaid interest thereon.

     Recognition agreements also typically provide that if the lender succeeds
to the tenant-shareholder's shares and proprietary lease or occupancy
agreement as the result of realizing upon its collateral for a Cooperative
Loan, the lender must obtain the approval or consent of the board of directors
of the Cooperative as required by the proprietary lease before transferring
the Cooperative shares and assigning the proprietary lease. This approval or
consent is usually based on the prospective purchaser's income and net worth,
among other factors, and may significantly reduce the number of potential
purchasers, which could limit the ability of the lender to sell and realize
upon the value of the collateral. In most cases, the lender is not limited in
any rights it may have to dispossess the tenant-stockholder.

     Because of the nature of Cooperative Loans, lenders do not require the
tenant-stockholder, the borrower, to obtain title insurance of any type.
Consequently, the existence of any prior liens or other imperfections of title
affecting the Cooperative's building or real estate also may adversely affect
the marketability of the shares allocated to the dwelling unit in the event of
foreclosure.

     A foreclosure on the Cooperative shares is accomplished by public sale in
accordance with the provisions of Article 9 of the Uniform Commercial Code, or
UCC, and the security agreement relating to those shares. Article 9 of the UCC
requires that a sale be conducted in a "commercially reasonable" manner.
Whether a sale has been conducted in a "commercially reasonable" manner will
depend on the facts in each case. In determining commercial reasonableness, a
court will look to the notice given the debtor and the method, manner, time,
place and terms of the sale and the sale price. In most instances, a sale
conducted according to the usual practice of creditors selling similar
collateral in the same area will be considered reasonably conducted.

     Where the lienholder is the junior lienholder, any foreclosure may be
delayed until the junior lienholder obtains actual possession of such
Cooperative shares. Additionally, if the lender does not have a first priority
perfected security interest in the Cooperative shares, any foreclosure sale
would be subject to the rights and interests of any creditor holding senior
interests in the shares. Also, a junior lienholder may not be able to obtain a
recognition agreement from a Cooperative since many cooperatives do not permit
subordinate financing. Without a recognition agreement, the junior lienholder
will not be afforded the usual lender protections from the Cooperative which
are in most cases provided for in recognition agreements.

     Article 9 of the UCC provides that the proceeds of the sale will be
applied first to pay the costs and expenses of the sale and then to satisfy
the indebtedness secured by the lender's security interest. The recognition
agreement, however, in most cases provides that the lender's right to
reimbursement is subject to the right of the Cooperative corporation to
receive sums due under the proprietary lease or occupancy agreement. If there
are proceeds remaining, the lender must account to the tenant-stockholder for
the surplus. On the other hand, if a portion of the indebtedness remains
unpaid, the tenant-stockholder is in most cases responsible for the
deficiency. See "--Anti-Deficiency Legislation and Other Limitations on
Lenders" in this prospectus.

     Rights of Redemption. In some states, after sale under a deed of trust,
or a deed to secure debt or foreclosure of a mortgage, the borrower and
foreclosed junior lienors or other parties are given a statutory period,
typically ranging from six months to two years, in which to redeem the
property from the foreclosure sale. In some states, redemption may occur only
on payment of the entire principal balance of the mortgage loan, accrued
interest and expenses of foreclosure. In other states, redemption may be
authorized if the former borrower pays only a portion of the sums due. In some
states, the right to redeem is an equitable right. The equity of redemption,
which is a non-statutory right, should be distinguished from statutory rights
of redemption. The effect of a statutory right of redemption is to diminish
the ability of the lender to sell the foreclosed property. The rights of
redemption would defeat the title of any purchaser subsequent to foreclosure
or sale under a deed of trust or a deed to secure debt. Consequently, the
practical effect of the redemption right is to force the lender to maintain
the property and pay the expenses of ownership until the redemption period has
expired.

     Anti-Deficiency Legislation and Other Limitations on Lenders. Some states
have imposed statutory prohibitions which limit the remedies of a beneficiary
under a deed of trust, a mortgagee under a mortgage or a grantee under a deed
to secure debt. In some states, including California, statutes limit the right
of the beneficiary, mortgagee or grantee to obtain a deficiency judgment
against the borrower following foreclosure. A deficiency judgment is a
personal judgment against the former borrower equal in most cases to the
difference between the net amount realized upon the public sale of the real
property and the amount due to the lender. In the case of a mortgage loan
secured by a property owned by a trust where the Mortgage Note is executed on
behalf of the trust, a deficiency judgment against the trust following
foreclosure or sale under a deed of trust or deed to secure debt, even if
obtainable under applicable law, may be of little value to the beneficiary,
grantee or mortgagee if there are no mortgage loans against which the
deficiency judgment may be executed. Some state statutes require the
beneficiary, grantee or mortgagee to exhaust the security afforded under a
deed of trust, deed to secure debt or mortgage by foreclosure in an attempt to
satisfy the full debt before bringing a personal action against the borrower.

     In other states, the lender has the option of bringing a personal action
against the borrower on the debt without first exhausting the security;
however, in some of these states, the lender, following judgment on the
personal action, may be deemed to have elected a remedy and may be precluded
from exercising remedies for the security. Consequently, the practical effect
of the election requirement, in those states permitting this election, is that
lenders will usually proceed against the security first rather than bringing a
personal action against the borrower. Finally, in some states, statutory
provisions limit any deficiency judgment against the borrower following a
foreclosure to the excess of the outstanding debt over the fair value of the
property at the time of the public sale. The purpose of these statutes is in
most cases to prevent a beneficiary, grantee or mortgagee from obtaining a
large deficiency judgment against the borrower as a result of low or no bids
at the judicial sale.

     In most cases, Article 9 of the UCC governs foreclosure on Cooperative
shares and the related proprietary lease or occupancy agreement. Some courts
have interpreted Article 9 to prohibit or limit a deficiency award in some
circumstances, including circumstances where the disposition of the
collateral, which, in the case of a Cooperative Loan, would be the shares of
the Cooperative and the related proprietary lease or occupancy agreement, was
not conducted in a commercially reasonable manner.

     In addition to laws limiting or prohibiting deficiency judgments,
numerous other federal and state statutory provisions, including the federal
bankruptcy laws and state laws affording relief to debtors, may interfere with
or affect the ability of the secured mortgage lender to realize upon its
collateral and/or enforce a deficiency judgment. For example, under the
federal bankruptcy law, all actions against the debtor, the debtor's property
and any co-debtor are automatically stayed upon the filing of a bankruptcy
petition. Moreover, a court having federal bankruptcy jurisdiction may permit
a debtor through its Chapter 11 or Chapter 13 rehabilitative plan to cure a
monetary default relating to a mortgage loan or revolving credit loan on the
debtor's residence by paying arrearages within a reasonable time period and
reinstating the original loan payment schedule, even though the lender
accelerated the mortgage loan or revolving credit loan and final judgment of
foreclosure had been entered in state court. Some courts with federal
bankruptcy jurisdiction have approved plans, based on the particular facts of
the reorganization case, that effected the curing of a mortgage loan or
revolving credit loan default by paying arrearages over a number of years.

     Courts with federal bankruptcy jurisdiction have also indicated that the
terms of a mortgage loan or revolving credit loan secured by property of the
debtor may be modified. These courts have allowed modifications that include
reducing the amount of each monthly payment, changing the rate of interest,
altering the repayment schedule, forgiving all or a portion of the debt and
reducing the lender's security interest to the value of the residence, thus
leaving the lender a general unsecured creditor for the difference between the
value of the residence and the outstanding balance of the mortgage loan or
revolving credit loan. In most cases, however, the terms of a mortgage loan or
revolving credit loan secured only by a mortgage on real property that is the
debtor's principal residence may not be modified under a plan confirmed under
Chapter 13, as opposed to Chapter 11, except for mortgage payment arrearages,
which may be cured within a reasonable time period. Courts with federal
bankruptcy jurisdiction similarly may be able to modify the terms of a
Cooperative Loan.

     Certain tax liens arising under the Code may, in some circumstances, have
priority over the lien of a mortgage, deed to secure debt or deed of trust.
This may have the effect of delaying or interfering with the enforcement of
rights for a defaulted mortgage loan or revolving credit loan.

     In addition, substantive requirements are imposed on mortgage lenders in
connection with the origination and the servicing of mortgage loans or
revolving credit loans by numerous federal and some state consumer protection
laws. These laws include the federal Truth-in-Lending Act, Real Estate
Settlement Procedures Act, Equal Credit Opportunity Act, Fair Credit Billing
Act, Fair Credit Reporting Act and related statutes. These federal laws impose
specific statutory liabilities on lenders who originate mortgage loans or
revolving credit loans and who fail to comply with the provisions of the law.
In some cases, this liability may affect assignees of the mortgage loans or
revolving credit loans.

     Some of the mortgage loans or revolving credit loans may be High Cost
Loans. Purchasers or assignees of any High Cost Loan, including any trust,
could be liable for all claims and subject to all defenses arising under any
applicable law that the borrower could assert against the originator of the
High Cost Loan. Remedies available to the borrower include monetary penalties,
as well as rescission rights if the appropriate disclosures were not given as
required.

     Alternative Mortgage Instruments. Alternative mortgage instruments,
including adjustable rate mortgage loans and early ownership mortgage loans or
revolving credit loans, originated by non-federally chartered lenders, have
historically been subjected to a variety of restrictions. These restrictions
differed from state to state, resulting in difficulties in determining whether
a particular alternative mortgage instrument originated by a state-chartered
lender was in compliance with applicable law. These difficulties were
alleviated substantially as a result of the enactment of Title VIII of the
Garn-St Germain Act, or Title VIII. Title VIII provides that, regardless of
any state law to the contrary:

     o    state-chartered banks may originate alternative mortgage instruments
          in accordance with regulations promulgated by the Comptroller of the
          Currency for the origination of alternative mortgage instruments by
          national banks;

     o    state-chartered credit unions may originate alternative mortgage
          instruments in accordance with regulations promulgated by the
          National Credit Union Administration for origination of alternative
          mortgage instruments by federal credit unions; and

     o    all other non-federally chartered housing creditors, including
          state-chartered savings and loan associations, state-chartered
          savings banks and mutual savings banks and mortgage banking
          companies, may originate alternative mortgage instruments in
          accordance with the regulations promulgated by the Federal Home Loan
          Bank Board, predecessor to the OTS, for origination of alternative
          mortgage instruments by federal savings and loan associations.

     Title VIII also provides that any state may reject applicability of the
provisions of Title VIII by adopting, prior to October 15, 1985, a law or
constitutional provision expressly rejecting the applicability of these
provisions. Some states have taken this action.

     Junior Mortgages; Rights of Senior Mortgagees. The mortgage loans or
revolving credit loans included in the trust may be junior to other mortgages,
deeds to secure debt or deeds of trust held by other lenders. Absent an
intercreditor agreement, the rights of the trust, and therefore the
certificateholders, as mortgagee under a junior mortgage, are subordinate to
those of the mortgagee under the senior mortgage, including the prior rights
of the senior mortgagee to receive hazard insurance and condemnation proceeds
and to cause the property securing the mortgage loan or revolving credit loan
to be sold on default of the mortgagor. The sale of the mortgaged property may
extinguish the junior mortgagee's lien unless the junior mortgagee asserts its
subordinate interest in the property in foreclosure litigation and, in certain
cases, either reinstates or satisfies the defaulted senior mortgage loan or
revolving credit loan or mortgage loans or revolving credit loans. A junior
mortgagee may satisfy a defaulted senior mortgage loan or revolving credit
loan in full or, in some states, may cure the default and bring the senior
mortgage loan or revolving credit loan current thereby reinstating the senior
mortgage loan or revolving credit loan, in either event usually adding the
amounts expended to the balance due on the junior mortgage loan or revolving
credit loan. In most states, absent a provision in the mortgage, deed to
secure debt or deed of trust, or an intercreditor agreement, no notice of
default is required to be given to a junior mortgagee. Where applicable law or
the terms of the senior mortgage, deed to secure debt or deed of trust do not
require notice of default to the junior mortgagee, the lack of any notice may
prevent the junior mortgagee from exercising any right to reinstate the
mortgage loan or revolving credit loan which applicable law may provide.

     The standard form of the mortgage, deed to secure debt or deed of trust
used by most institutional lenders confers on the mortgagee the right both to
receive all proceeds collected under any hazard insurance policy and all
awards made in connection with condemnation proceedings, and to apply the
proceeds and awards to any indebtedness secured by the mortgage, deed to
secure debt or deed of trust, in the order as the mortgagee may determine.
Thus, if improvements on the property are damaged or destroyed by fire or
other casualty, or if the property is taken by condemnation, the mortgagee or
beneficiary under underlying senior mortgages will have the prior right to
collect any insurance proceeds payable under a hazard insurance policy and any
award of damages in connection with the condemnation and to apply the same to
the indebtedness secured by the senior mortgages. Proceeds in excess of the
amount of senior mortgage indebtedness, in most cases, may be applied to the
indebtedness of junior mortgages in the order of their priority.

     Another provision sometimes found in the form of the mortgage, deed to
secure debt or deed of trust used by institutional lenders obligates the
mortgagor to pay before delinquency all taxes and assessments on the property
and, when due, all encumbrances, charges and liens on the property which are
prior to the mortgage, deed to secure debt or deed of trust, to provide and
maintain fire insurance on the property, to maintain and repair the property
and not to commit or permit any waste thereof, and to appear in and defend any
action or proceeding purporting to affect the property or the rights of the
mortgagee under the mortgage or deed of trust. After a failure of the
mortgagor to perform any of these obligations, the mortgagee or beneficiary is
given the right under certain mortgages, deeds to secure debt or deeds of
trust to perform the obligation itself, at its election, with the mortgagor
agreeing to reimburse the mortgagee for any sums expended by the mortgagee on
behalf of the mortgagor. All sums so expended by a senior mortgagee become
part of the indebtedness secured by the senior mortgage. Also, since most
senior mortgages require the related mortgagor to make escrow deposits with
the holder of the senior mortgage for all real estate taxes and insurance
premiums, many junior mortgagees will not collect and retain the escrows and
will rely on the holder of the senior mortgage to collect and disburse the
escrows.

     The form of credit line trust deed or mortgage used by most institutional
lenders that make revolving credit loans typically contains a "future advance"
clause, which provides, in essence, that additional amounts advanced to or on
behalf of the borrower by the beneficiary or lender are to be secured by the
deed of trust or mortgage. The priority of the lien securing any advance made
under the clause may depend in most states on whether the deed of trust or
mortgage is designated as a credit line deed of trust or mortgage. If the
beneficiary or lender advances additional amounts, the advance is entitled to
receive the same priority as amounts initially advanced under the trust deed
or mortgage, regardless of the fact that there may be junior trust deeds or
mortgages and other liens that intervene between the date of recording of the
trust deed or mortgage and the date of the future advance, and regardless that
the beneficiary or lender had actual knowledge of these intervening junior
trust deeds or mortgages and other liens at the time of the advance. In most
states, the trust deed or mortgage lien securing mortgage loans or revolving
credit loans of the type that includes revolving credit loans applies
retroactively to the date of the original recording of the trust deed or
mortgage, provided that the total amount of advances under the credit limit
does not exceed the maximum specified principal amount of the recorded trust
deed or mortgage, except as to advances made after receipt by the lender of a
written notice of lien from a judgment lien creditor of the trustor.

The Manufactured Housing Contracts

     General. A manufactured housing contract evidences both:

     o    the obligation of the mortgagor to repay the loan evidenced thereby;
          and

     o    the grant of a security interest in the manufactured home to secure
          repayment of the loan.

Certain aspects of both features of the manufactured housing contracts are
described below.

     Security Interests in Manufactured Homes. The law governing perfection of
a security interest in a manufactured home varies from state to state.
Security interests in manufactured homes may be perfected either by notation
of the secured party's lien on the certificate of title or by delivery of the
required documents and payments of a fee to the state motor vehicle authority,
depending on state law. In some non-title states, perfection under the
provisions of the UCC is required. The lender, the subservicer or the servicer
may effect the notation or delivery of the required documents and fees, and
obtain possession of the certificate of title, as appropriate under the laws
of the state in which any manufactured home securing a manufactured housing
contract is registered. If the servicer, the subservicer or the lender fails
to effect the notation or delivery, or files the security interest under the
wrong law, for example, under a motor vehicle title statute rather than under
the UCC, in a few states, the certificateholders may not have a first priority
security interest in the manufactured home securing a manufactured housing
contract. As manufactured homes have become larger and often have been
attached to their sites without any apparent intention to move them, courts in
many states have held that manufactured homes, under certain circumstances,
may become subject to real estate title and recording laws. As a result, a
security interest in a manufactured home could be rendered subordinate to the
interests of other parties claiming an interest in the home under applicable
state real estate law. In order to perfect a security interest in a
manufactured home under real estate laws, the holder of the security interest
must record a mortgage, deed of trust or deed to secure debt, as applicable,
under the real estate laws of the state where the manufactured home is
located. These filings must be made in the real estate records office of the
county where the manufactured home is located. In some cases, a security
interest in the manufactured home will be governed by the certificate of title
laws or the UCC, and the notation of the security interest on the certificate
of title or the filing of a UCC financing statement will be effective to
maintain the priority of the seller's security interest in the manufactured
home. If, however, a manufactured home is permanently attached to its site or
if a court determines that a manufactured home is real property, other parties
could obtain an interest in the manufactured home which is prior to the
security interest originally retained by the mortgage collateral seller and
transferred to the depositor. In certain cases, the servicer or the
subservicer, as applicable, may be required to perfect a security interest in
the manufactured home under applicable real estate laws. If the real estate
recordings are not required and if any of the foregoing events were to occur,
the only recourse of the related certificateholders would be against the
mortgage collateral seller under its repurchase obligation for breach of
representations or warranties.

     The depositor will assign its security interests in the manufactured
homes to the trustee on behalf of the certificateholders. See "Description of
the Securities--Assignment of Loans" in this prospectus. If stated in the
accompanying prospectus supplement, if a manufactured home is governed by the
applicable motor vehicle laws of the relevant state the depositor or the
trustee will amend the certificates of title to identify the trustee as the
new secured party. In most cases however, if a manufactured home is governed
by the applicable motor vehicle laws of the relevant state neither the
depositor nor the trustee will amend the certificates of title to identify the
trustee as the new secured party. Accordingly, the depositor or any other
entity as may be specified in the prospectus supplement will continue to be
named as the secured party on the certificates of title relating to the
manufactured homes. However, there exists a risk that, in the absence of an
amendment to the certificate of title, the assignment of the security interest
may not be held effective against subsequent purchasers of a manufactured home
or subsequent lenders who take a security interest in the manufactured home or
creditors of the assignor.

     If the owner of a manufactured home moves it to a state other than the
state in which the manufactured home initially is registered and if steps are
not taken to re-perfect the trustee's security interest in the state, the
security interest in the manufactured home will cease to be perfected. While
in many circumstances the trustee would have the opportunity to re-perfect its
security interest in the manufactured home in the state of relocation, there
can be no assurance that the trustee will be able to do so.

     When a mortgagor under a manufactured housing contract sells a
manufactured home, the trustee, the subservicer or the servicer on behalf of
the trustee, must surrender possession of the certificate of title or will
receive notice as a result of its lien noted thereon and accordingly will have
an opportunity to require satisfaction of the related lien before release of
the lien. The ability to accelerate the maturity of the related contract will
depend on the enforceability under state law of the clause permitting
acceleration on transfer. The Garn-St. Germain Depository Institutions Act of
1982 preempts, subject to certain exceptions and conditions, state laws
prohibiting enforcement of these clauses applicable to manufactured homes. To
the extent the exceptions and conditions apply in some states, the servicer
may be prohibited from enforcing the clause in respect of certain manufactured
homes.

     Under the laws of most states, liens for repairs performed on a
manufactured home take priority over a perfected security interest. The
applicable mortgage collateral seller typically will represent that it has no
knowledge of any liens for any manufactured home securing payment on any
manufactured housing contract. However, the liens could arise at any time
during the term of a manufactured housing contract. No notice will be given to
the trustee or certificateholders if a lien arises and the lien would not give
rise to a repurchase obligation on the part of the party specified in the
related agreement.

     To the extent that manufactured homes are not treated as real property
under applicable state law, manufactured housing contracts in most cases are
"chattel paper" as defined in the UCC in effect in the states in which the
manufactured homes initially were registered. Under the UCC, the sale of
chattel paper is treated in a manner similar to perfection of a security
interest in chattel paper. Under the related agreement, the servicer, the
subservicer or the depositor, as the case may be, will transfer physical
possession of the manufactured housing contracts to the trustee or its
custodian. In addition, the servicer or the subservicer will make an
appropriate filing of a financing statement in the appropriate states to give
notice of the trustee's ownership of the manufactured housing contracts. If
stated in the accompanying prospectus supplement, the manufactured housing
contracts will be stamped or marked otherwise to reflect their assignment from
the depositor to the trustee. In most cases however, the manufactured housing
contracts will not be stamped or marked otherwise to reflect their assignment
from the depositor to the trustee. Therefore, if a subsequent purchaser were
able to take physical possession of the manufactured housing contracts without
notice of the assignment, the trustee's interest in the manufactured housing
contracts could be defeated. Even if unsuccessful, these claims could delay
payments to the related trust fund and certificateholders. If successful,
losses to the related trust fund and certificateholders also could result. To
the extent that manufactured homes are treated as real property under
applicable state law, contracts will be treated in a manner similar to that
described above with regard to mortgage loans. See "--The mortgage loans" in
this prospectus.

     Land Home and Land-in-Lieu Contracts. To the extent described in the
applicable prospectus supplement, the related contract pool may contain land
home contracts or land-in-lieu contracts. The land home contracts and the
land-in-lieu contracts will be secured by either first mortgages or deeds of
trust, depending upon the prevailing practice in the state in which the
underlying property is located. See "Certain Legal Aspects of the Mortgage
Loans and Contracts--The Mortgage Loans" for a description of mortgages, deeds
of trust and foreclosure procedures.

     Enforcement of Security Interests in Manufactured Homes. The subservicer
or the servicer on behalf of the trustee, to the extent required by the
related agreement, may take action to enforce the trustee's security interest
for manufactured housing contracts in default by repossession and sale of the
manufactured homes securing the defaulted manufactured housing contracts. So
long as the manufactured home has not become subject to real estate law, a
creditor in most cases can repossess a manufactured home securing a contract
by voluntary surrender, by "self-help" repossession that is "peaceful" or, in
the absence of voluntary surrender and the ability to repossess without breach
of the peace, by judicial process. The UCC and consumer protection laws in
most states place restrictions on repossession sales, including requiring
prior notice to the debtor and commercial reasonableness in effecting the
sale. The debtor may also have a right to redeem the manufactured home at or
before resale.

     Certain statutory provisions, including federal and state bankruptcy and
insolvency laws and general equitable principles, may limit or delay the
ability of a lender to repossess and resell collateral or enforce a deficiency
judgment. For a discussion of deficiency judgments, see "--The Mortgage
Loans--Anti-Deficiency Legislation and Other Limitations on Lenders" in this
prospectus.

Enforceability of Certain Provisions

     If stated in accompanying prospectus supplement indicates otherwise, some
or all of the loans will not contain due-on-sale clauses. In most cases
however, all of the loans will contain due-on-sale clauses. These clauses
permit the lender to accelerate the maturity of the loan if the borrower
sells, transfers or conveys the property. The enforceability of these clauses
has been the subject of legislation or litigation in many states, and in some
cases the enforceability of these clauses has been limited or denied. However,
the Garn-St Germain Depository Institutions Act of 1982, or Garn-St Germain
Act, preempts state constitutional, statutory and case law that prohibit the
enforcement of due-on-sale clauses and permits lenders to enforce these
clauses in accordance with their terms, subject to limited exceptions. The
Garn-St Germain Act does "encourage" lenders to permit assumption of loans at
the original rate of interest or at some other rate less than the average of
the original rate and the market rate.

     The Garn-St Germain Act also sets forth nine specific instances in which
a mortgage lender covered by the Garn-St Germain Act may not exercise a
due-on-sale clause, regardless of the fact that a transfer of the property may
have occurred. These include intra-family transfers, certain transfers by
operation of law, leases of fewer than three years and the creation of a
junior encumbrance. Regulations promulgated under the Garn-St Germain Act also
prohibit the imposition of a prepayment penalty on the acceleration of a loan
under a due-on-sale clause.

     The inability to enforce a due-on-sale clause may result in a loan
bearing an interest rate below the current market rate being assumed by a new
home buyer rather than being paid off, which may have an impact on the average
life of the loans and the number of loans which may be outstanding until
maturity.

     On foreclosure, courts have imposed general equitable principles. These
equitable principles are designed to relieve the borrower from the legal
effect of its defaults under the loan documents. Examples of judicial remedies
that have been fashioned include judicial requirements that the lender
undertake affirmative and expensive actions to determine the causes for the
borrower's default and the likelihood that the borrower will be able to
reinstate the loan. In some cases, courts have required that lenders reinstate
loans or recast payment schedules in order to accommodate borrowers who are
suffering from temporary financial disability. In other cases, courts have
limited the right of the lender to foreclose if the default under the mortgage
instrument is not monetary, including the borrower failing to adequately
maintain the property. Finally, some courts have been faced with the issue of
whether or not federal or state constitutional provisions reflecting due
process concerns for adequate notice require that borrowers under deeds of
trust, deeds to secure debt or mortgages receive notices in addition to the
statutorily prescribed minimum. For the most part, these cases have upheld the
notice provisions as being reasonable or have found that the sale by a trustee
under a deed of trust, or under a deed to secure a debt or a mortgagee having
a power of sale, does not involve sufficient state action to afford
constitutional protections to the borrower.

Consumer Protection Laws

     Numerous federal and state consumer protection laws impose requirements
applicable to the origination of loans, including the Truth in Lending Act,
the Federal Trade Commission Act, the Fair Credit Billing Act, the Fair Credit
Reporting Act, the Equal Credit Opportunity Act, the Fair Debt Collection
Practices Act and the Uniform Consumer Credit Code. In the case of some of
these laws, the failure to comply with their provisions may affect the
enforceability of the related loan.

     If the transferor of a consumer credit contract is also the seller of
goods that give rise to the transaction, and, in certain cases, related
lenders and assignees, the "Holder-in-Due-Course" rule of the Federal Trade
Commission is intended to defeat the ability of the transferor to transfer the
contract free of notice of claims by the debtor thereunder. The effect of this
rule is to subject the assignee of the contract to all claims and defenses
that the debtor could assert against the seller of goods. Liability under this
rule is limited to amounts paid under a contract; however, the borrower also
may be able to assert the rule to set off remaining amounts due as a defense
against a claim brought against the borrower.

Applicability of Usury Laws

     Title V of the Depository Institutions Deregulation and Monetary Control
Act of 1980, or Title V, provides that state usury limitations shall not apply
to some types of residential first mortgage loans, including Cooperative Loans
originated by some lenders. Title V also provides that, subject to certain
conditions, state usury limitations shall not apply to any loan that is
secured by a first lien on certain kinds of manufactured housing. Title V also
provides that, subject to the following conditions, state usury limitations
shall not apply to any home improvement contract that is secured by a first
lien on some kinds of consumer goods. The contracts would be covered if they
satisfy some conditions, among other things, governing the terms of any
prepayments, late charges and deferral fees and requiring a 30-day notice
period prior to instituting any action leading to repossession of the related
unit.

     Title V authorized any state to reimpose limitations on interest rates
and finance charges by adopting before April 1, 1983 a law or constitutional
provision that expressly rejects application of the federal law. Fifteen
states adopted this type of prior to the April 1, 1983 deadline. In addition,
even where Title V was not so rejected, any state is authorized by the law to
adopt a provision limiting discount points or other charges on loans covered
by Title V.

     Usury limits apply to junior mortgage loans in many states. Any
applicable usury limits in effect at origination will be reflected in the
maximum interest rates for the mortgage loans, as described in the
accompanying prospectus supplement.

     In most cases, each seller of a loan will have represented that the loan
was originated in compliance with then applicable state laws, including usury
laws, in all material respects. However, the interest rates on the loans will
be subject to applicable usury laws as in effect from time to time.

Environmental Legislation

     Under the federal Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended, or CERCLA, and under state law in some
states, a secured party which takes a deed-in-lieu of foreclosure, purchases a
mortgaged property at a foreclosure sale, or operates a mortgaged property may
become liable in some circumstances for the costs of cleaning up hazardous
substances regardless of whether they have contaminated the property. CERCLA
imposes strict, as well as joint and several, liability on several classes of
potentially responsible parties, including current owners and operators of the
property who did not cause or contribute to the contamination. Furthermore,
liability under CERCLA is not limited to the original or unamortized principal
balance of a loan or to the value of the property securing a loan. Lenders may
be held liable under CERCLA as owners or operators unless they qualify for the
secured creditor exemption to CERCLA. This exemption exempts from the
definition of owners and operators those who, without participating in the
management of a facility, hold indicia of ownership primarily to protect a
security interest in the facility.

     The Asset Conservation, Lender Liability and Deposit Insurance Act of
1996, as amended, or the Conservation Act, amended, among other things, the
provisions of CERCLA for lender liability and the secured creditor exemption.
The Conservation Act offers substantial protection to lenders by defining the
activities in which a lender can engage and still have the benefit of the
secured creditor exemption. For a lender to be deemed to have participated in
the management of a mortgaged property, the lender must actually participate
in the operational affairs of the mortgaged property. The Conservation Act
provides that "merely having the capacity to influence, or unexercised right
to control" operations does not constitute participation in management. A
lender will lose the protection of the secured creditor exemption only if it
exercises decision-making control over the mortgagor's environmental
compliance and hazardous substance handling and disposal practices, or assumes
day-to-day management of substantially all operational functions of the
mortgaged property. The Conservation Act also provides that a lender will
continue to have the benefit of the secured creditor exemption even if it
forecloses on a mortgaged property, purchases it at a foreclosure sale or
accepts a deed-in-lieu of foreclosure provided that the lender seeks to sell
the mortgaged property at the earliest practicable commercially reasonable
time on commercially reasonable terms.

     Other federal and state laws in some circumstances may impose liability
on a secured party which takes a deed-in-lieu of foreclosure, purchases a
mortgaged property at a foreclosure sale, or operates a mortgaged property on
which contaminants other than CERCLA hazardous substances are present,
including petroleum, agricultural chemicals, hazardous wastes, asbestos,
radon, and lead-based paint. These cleanup costs may be substantial. It is
possible that the cleanup costs could become a liability of a trust and reduce
the amounts otherwise distributable to the holders of the related series of
securities. Moreover, some federal statutes and some states by statute impose
an Environmental Lien. All subsequent liens on that property are usually
subordinated to an Environmental Lien and, in some states, even prior recorded
liens are subordinated to Environmental Liens. In the latter states, the
security interest of the trustee in a related parcel of real property that is
subject to an Environmental Lien could be adversely affected.

     Traditionally, many residential mortgage lenders have not taken steps to
evaluate whether contaminants are present for any mortgaged property prior to
the origination of the loan or prior to foreclosure or accepting a
deed-in-lieu of foreclosure. Neither the depositor nor any servicer or
subservicer will be required by any agreement to undertake any of these
evaluations prior to foreclosure or accepting a deed-in-lieu of foreclosure.
The depositor does not make any representations or warranties or assume any
liability for the absence or effect of contaminants on any mortgaged property
or any casualty resulting from the presence or effect of contaminants.
However, the servicer or the subservicer will not be obligated to foreclose on
any mortgaged property or accept a deed-in-lieu of foreclosure if it knows or
reasonably believes that there are material contaminated conditions on the
property. A failure so to foreclose may reduce the amounts otherwise available
to certificateholders of the related series.

     If stated in the applicable prospectus supplement, at the time the loans
were originated, an environmental assessment of the mortgaged properties will
have been conducted. In most cases however, at the time the loans were
originated, no environmental assessment or a very limited environment
assessment of the mortgaged properties will have been conducted.

Soldiers' and Sailors' Civil Relief Act of 1940

     Under the terms of the Relief Act a borrower who enters military service
after the origination of the borrower's loan, including a borrower who was in
reserve status and is called to active duty after origination of the loan, may
not be charged interest, including fees and charges, above an annual rate of
6% during the period of the borrower's active duty status, unless a court
orders otherwise on application of the lender. The Relief Act applies to
borrowers who are members of the Air Force, Army, Marines, Navy, National
Guard, Reserves or Coast Guard, and officers of the U.S. Public Health Service
assigned to duty with the military.

     Because the Relief Act applies to borrowers who enter military service,
including reservists who are called to active duty, after origination of the
related loan, no information can be provided as to the number of loans that
may be affected by the Relief Act. For loans included in a trust, application
of the Relief Act would adversely affect, for an indeterminate period of time,
the ability of the subservicer or the servicer, as applicable, to collect full
amounts of interest on the loans. Any shortfall in interest collections
resulting from the application of the Relief Act or similar legislation or
regulations, which would not be recoverable from the related loans, would
result in a reduction of the amounts distributable to the holders of the
related securities, and would not be covered by Advances or any form of credit
enhancement provided in connection with the related series of securities. In
addition, the Relief Act imposes limitations that would impair the ability of
the subservicer or the servicer, as applicable, to foreclose on an affected
loan during the mortgagor's period of active duty status, and, under some
circumstances, during an additional three month period thereafter. Thus, if
the Relief Act or similar legislation or regulations applies to any loan which
goes into default, there may be delays in payment and losses on the related
securities in connection therewith. Any other interest shortfalls, deferrals
or forgiveness of payments on the loans resulting from similar legislation or
regulations may result in delays in payments or losses to certificateholders
of the related series.

Default Interest and Limitations on Prepayments

     Notes and mortgages may contain provisions that obligate the borrower to
pay a late charge or additional interest if payments are not timely made, and
in some circumstances, may prohibit prepayments for a specified period and/or
condition prepayments on the borrower's payment of prepayment fees or yield
maintenance penalties. In some states, there are or may be specific
limitations on the late charges which a lender may collect from a borrower for
delinquent payments. Some states also limit the amounts that a lender may
collect from a borrower as an additional charge if the loan is prepaid. In
addition, the enforceability of provisions that provide for prepayment fees or
penalties on an involuntary prepayment is unclear under the laws of many
states. Most conventional single-family mortgage loans may be prepaid in full
or in part without penalty. The regulations of the Federal Home Loan Bank
Board, as succeeded by the OTS, prohibit the imposition of a prepayment
penalty or equivalent fee for or in connection with the acceleration of a loan
by exercise of a due-on-sale clause. A mortgagee to whom a prepayment in full
has been tendered may be compelled to give either a release of the mortgage or
an instrument assigning the existing mortgage. The absence of a restraint on
prepayment, particularly for mortgage loans having higher loan rates, may
increase the likelihood of refinancing or other early retirements of the
mortgage loans.

Forfeitures in Drug and RICO Proceedings

     Federal law provides that property owned by persons convicted of
drug-related crimes or of criminal violations of the Racketeer Influenced and
Corrupt Organizations, or RICO statute can be seized by the government if the
property was used in, or purchased with the proceeds of, those crimes. Under
procedures contained in the Comprehensive Crime Control Act of 1984, the
government may seize the property even before conviction. The government must
publish notice of the forfeiture proceeding and may give notice to all parties
"known to have an alleged interest in the property," including the holders of
mortgage loans.

     A lender may avoid forfeiture of its interest in the property if it
establishes that:

     o    its mortgage was executed and recorded before commission of the
          crime on which the forfeiture is based; or

     o    the lender was, at the time of execution of the mortgage,
          "reasonably without cause to believe" that the property was used in,
          or purchased with the proceeds of, illegal drug or RICO activities.

Negative Amortization Loans

     A recent case held that state restrictions on the compounding of interest
are not preempted by the provisions of the depository Institutions
Deregulation and Monetary Control Act of 1980, or DIDMC, and as a result, a
mortgage loan that provided for negative amortization violated New Hampshire's
requirement that first mortgage loans provide for computation of interest on a
simple interest basis. The court did not address the applicability of the
Alternative Mortgage Transaction Parity Act of 1982, which authorizes a lender
to make residential mortgage loans that provide for negative amortization. As
a result, the enforceability of compound interest on mortgage loans that
provide for negative amortization is unclear. The case, which was decided by
the First Circuit Court of Appeals, is binding authority only on Federal
District Courts in Maine, New Hampshire, Massachusetts, Rhode Island and
Puerto Rico.

                   Material Federal Income Tax Consequences

General

     The following is a discussion of the material, and certain other, federal
income tax consequences of the purchase, ownership and disposition of the
securities. Where appropriate, additional consequences will be discussed in
the prospectus supplement relating to a particular series. This discussion is
intended as an explanatory discussion of the consequences of holding the
securities generally and does not purport to furnish information with the
level of detail that would be expected to be provided by an investor's own tax
advisor, or with consideration of an investor's specific tax circumstances.
Accordingly, it is recommended that each prospective investor consult with its
own tax advisor regarding the application of United States federal income tax
laws, as well as any state, local, foreign or other tax laws, to their
particular situation. Orrick, Herrington & Sutcliffe LLP and Brown & Wood LLP,
counsel to the depositor, rendered an opinion generally that the discussion in
this section is correct in all material respects. In addition, counsel to the
depositor has rendered an opinion to the effect that: (1) with respect to each
series of REMIC or FASIT certificates, issued as described in this prospectus
and the related prospectus supplement, the related mortgage pool, or portion
thereof, will be classified as one or more REMICs or FASITs and not an
association taxable as a corporation - or publicly traded partnership treated
as a corporation - and each class of securities will represent either a
"regular" interest or a "residual" interest in the REMIC or FASIT and (2) with
respect to each other series of securities, issued as described in this
prospectus and the related prospectus supplement, the related trust fund will
be a grantor trust for federal income tax purposes and not an association
taxable as a corporation - or publicly traded partnership treated as a
corporation - and each holder of a security will be treated as holding an
equity interest in that grantor trust. Prospective investors should be aware
that counsel to the depositor has not rendered any other tax opinions.
Further, if with respect to any series of securities, neither Orrick,
Herrington & Sutcliffe LLP nor Brown & Wood LLP is counsel to the depositor,
depositor's then current counsel will be identified in the related prospectus
supplement and will confirm or supplement the aforementioned opinions.
Prospective investors should be further aware that no rulings have been sought
from the Internal Revenue Service, known as the IRS, and that legal opinions
are not binding on the IRS or the courts. Accordingly, there can be no
assurance that the IRS or the courts will agree with counsel to the
depositor's opinions. If, contrary to those opinions, the trust fund related
to a series of securities is characterized or treated as a corporation for
federal income tax purposes, among other consequences, that trust fund would
be subject to federal income tax and similar state income or franchise taxes
on its income and distributions to holders of the securities could be
impaired.

     The following summary is based on the Code as well as Treasury
regulations and administrative and judicial rulings and practice. Legislative,
judicial and administrative changes may occur, possibly with retroactive
effect, that could alter or modify the continued validity of the statements
and conclusions set forth in this prospectus. This summary does not purport to
address all federal income tax matters that may be relevant to particular
holders of securities. For example, it generally is addressed only to original
purchasers of the securities that are United States investors, deals only with
securities held as capital assets within the meaning of Section 1221 of the
Code, and does not address tax consequences to holders that may be relevant to
investors subject to special rules, such as non-U.S. investors, banks,
insurance companies, tax-exempt organizations, electing large partnership,
dealers in securities or currencies, mutual funds, REITs, S corporations,
estates and trusts, investors that hold the securities as part of a hedge,
straddle, integrated or conversion transaction, or holders whose "functional
currency" is not the United States dollar. Further, it does not address
alternative minimum tax consequences or the indirect effects on the holders of
equity interests in any entity that is a beneficial owner of the securities.
Further, this discussion does not address the state or local tax consequences
of the purchase, ownership and disposition of those securities. It is
recommended that investors consult their own tax advisors in determining the
federal, state, local, or other tax consequences to them of the purchase,
ownership and disposition of the securities offered under this prospectus and
the related prospectus supplement.

     The following discussion addresses REMIC and FASIT certificates
representing interests in a trust for which the transaction documents require
the making of an election to have the trust, or a portion thereof, be treated
as one or more REMICs or FASITs and grantor trust certificates representing
interests in a grantor trust. The prospectus supplement for each series of
securities will indicate whether a REMIC or FASIT election or elections will
be made for the related trust fund and, if that election is to be made, will
identify all "regular interests" and "residual interests" in the REMIC or the
"regular interests" and "high yield regular interests" in the FASIT, as the
case may be. If interests in a FASIT ownership interest are offered for sale
the federal income consequences of the purchase, ownership and disposition of
those interests will be described in the accompanying prospectus supplement.
For purposes of this tax discussion, references to a "certificateholder" or a
"holder" are to the beneficial owner of a certificate.

     Regulations specifically addressing certain of the issues discussed in
this prospectus have not been issued or have been issued only in proposed form
and this discussion is based in part on regulations that do not adequately
address some issues relevant to, and in some instances provide that they are
not applicable to, securities similar to the securities.

Classification of REMICs and FASITs

     Upon the issuance of each series of REMIC or FASIT certificates, Orrick,
Herrington & Sutcliffe LLP, Brown & Wood LLP or such other counsel to the
depositor as specified in the related prospectus supplement, will deliver its
opinion to the effect that, assuming compliance with all provisions of the
related pooling and servicing agreement, or trust agreement, the related trust
fund, or each applicable portion of the related trust fund, will qualify as a
REMIC or FASIT, as the case may be, and the certificates offered with respect
thereto will be considered to be, or evidence the ownership of, "regular
interests," in the related REMIC or FASIT or, solely in the case of REMICs,
"residual interests," in that REMIC. If with respect to any series, neither
Orrick, Herrington & Sutcliffe LLP nor Brown & Wood LLP is counsel to the
depositor, then depositor's counsel for such series will be identified in the
related prospectus supplement and will confirm, or supplement, the
aforementioned opinions. Opinions of counsel only represent the views of that
counsel and are not binding on the IRS or the courts. Accordingly, there can
be no assurance that the IRS and the courts will not take a differing
position.

     The IRS published proposed Treasury regulations, known as the Proposed
FASIT Regulations, supplementing the FASIT provisions of the Code on February
7, 2000, but many issues remain unresolved. The Proposed FASIT Regulations are
subject to change with potentially retroactive effect before being adopted as
final regulations. The Proposed FASIT Regulations contain an "anti-abuse" rule
that, among other things, enables the IRS to disregard a FASIT election, treat
one or more of the assets of a FASIT as held by a person other than the holder
of the ownership interest in the FASIT, treat a FASIT regular interest as
other than a debt instrument or treat a regular interest held by any person as
having the tax characteristics of one or more of the assets held by the FASIT,
if a principal purpose of forming or using the FASIT was to achieve results
inconsistent with the intent of the FASIT provisions and the Proposed FASIT
Regulations based on all the facts and circumstances. Among the requirements
that the Proposed FASIT Regulations state for remaining within the intent of
the FASIT provisions is that no FASIT provision be used to obtain a federal
tax result that could not be obtained without the use of that provision unless
the provision clearly contemplates that result. The only general intent that
the Proposed FASIT Regulations attribute to the FASIT provisions is to promote
the spreading of credit risk on debt instruments by facilitating their
securitization. The "anti-abuse" provisions of the Proposed FASIT Regulations
are proposed to be effective as of February 4, 2000. Although any FASIT whose
certificates are offered pursuant to this prospectus will be structured to
reduce the likelihood that the IRS would recharacterize the tax treatment of
the offered certificates, the anti-abuse provisions of the Proposed FASIT
Regulations are sufficiently broad and vague that the avoidance of
recharacterization cannot be assured. Investors should be cautious in
purchasing any of the certificates and should consult with their tax advisors
in determining the federal, state, local and other tax consequences to them
for the purchase, holding and disposition of the certificates.

     In addition, certain FASIT regular interests, or FASIT Regular
Certificates, may be treated as "high-yield regular interests." Special rules,
discussed below apply to those securities. Although the accompanying
prospectus supplement will indicate which FASIT securities are expected to be
treated as "high-yield regular interests," in many cases it will not be clear
as of the date of the prospectus supplement, and possibly not even after the
issuance of the securities, whether any particular class will actually be so
treated.

     If an entity electing to be treated as a REMIC or FASIT fails to comply
with one or more of the ongoing requirements of the Code for that status
during any taxable year, the Code provides that the entity will not be treated
as a REMIC or FASIT for that year and thereafter. In that event, the entity
may be taxable as a separate corporation under Treasury regulations, and the
related certificates may not be accorded the status or given the tax treatment
described in this prospectus under "Material Federal Income Tax Consequences."
The IRS may, but is not compelled to provide relief but any relief may be
accompanied by sanctions, including the imposition of a corporate tax on all
or a portion of the trust's income for the period in which the requirements
for that status are not satisfied. The proposed FASIT regulations provide
that, upon the termination of a FASIT, FASIT regular interest holders are
treated as exchanging their FASIT regular interests for new interests in the
trust. The new interests are characterized under general tax principals, and
the deemed exchange of the FASIT regular interests for new interests in the
trust may require the FASIT regular interest holders to recognize gain, but
not loss. The resulting non-FASIT trust could be characterized as a
partnership or as a publicly traded partnership or association taxable as a
corporation, with adverse tax consequences for investors. The pooling and
servicing agreement, indenture or trust agreement for each REMIC or FASIT will
include provisions designed to maintain the related trust fund's status as a
REMIC or FASIT. It is not anticipated that the status of any trust fund as a
REMIC or FASIT will be terminated, but, as noted in the discussion of the
FASIT "anti-abuse" provisions above, it is not possible to assure against
recharacterization of a FASIT by the IRS.

Taxation of Owners of REMIC and FASIT Regular Certificates

     General. In general, REMIC and FASIT Regular Certificates will be treated
for federal income tax purposes as debt instruments and not as ownership
interests in the REMIC or FASIT or its assets. Moreover, holders of Regular
Certificates that otherwise report income under a cash method of accounting
will be required to report income for Regular Certificates under an accrual
method.

     Original Issue Discount. Some REMIC or FASIT Regular Certificates may be
issued with "original issue discount," or OID, within the meaning of Section
1273(a) of the Code. Any holders of Regular Certificates issued with original
issue discount typically will be required to include original issue discount
in income as it accrues, in accordance with the method described below, in
advance of the receipt of the cash attributable to that income. In addition,
Section 1272(a)(6) of the Code provides special rules applicable to Regular
Certificates and certain other debt instruments issued with original issue
discount. Regulations have not been issued under that section.

     The Code requires that a prepayment assumption be used for loans held by
a REMIC or FASIT in computing the accrual of original issue discount on
Regular Certificates issued by that issuer, and that adjustments be made in
the amount and rate of accrual of the discount to reflect differences between
the actual prepayment rate and the prepayment assumption. The prepayment
assumption is to be determined in a manner prescribed in Treasury regulations;
as noted above, those regulations have not been issued. The conference
committee report accompanying the Tax Reform Act of 1986 indicates that the
regulations will provide that the prepayment assumption used for a Regular
Certificate must be the same as that used in pricing the initial offering of
the Regular Certificate. The prepayment assumption used by the servicer, the
subservicer, or the REMIC or FASIT administrator, as applicable, in reporting
original issue discount for each series of Regular Certificates will be
consistent with this standard and will be disclosed in the accompanying
prospectus supplement. However, none of the depositor, the REMIC or FASIT
administrator, as applicable, or the servicer or subservicer will make any
representation that the loans will in fact prepay at a rate conforming to the
prepayment assumption or at any other rate.

     The original issue discount, if any, on a REMIC or FASIT Regular
Certificate will be the excess of its stated redemption price at maturity over
its issue price. The issue price of a particular class of Regular Certificates
will be the first cash price at which a substantial amount of Regular
Certificates of that class is sold, excluding sales to bond houses, brokers
and underwriters. If less than a substantial amount of a particular class of
Regular Certificates is sold for cash on or prior to the date of their initial
issuance, or the closing date, the issue price for that class will be treated
as the fair market value of the class on the closing date. Under the OID
regulations, the stated redemption price of a REMIC or FASIT Regular
Certificate is equal to the total of all payments to be made on that
certificate other than "qualified stated interest." Qualified stated interest
includes interest that is unconditionally payable at least annually at a
single fixed rate, or in the case of a variable rate debt instrument, at a
"qualified floating rate," an "objective rate," a combination of a single
fixed rate and one or more "qualified floating rates" or one "qualified
inverse floating rate," or a combination of "qualified floating rates" that in
most cases does not operate in a manner that accelerates or defers interest
payments on a Regular Certificate.

     In the case of Regular Certificates bearing adjustable interest rates,
the determination of the total amount of original issue discount and the
timing of the inclusion of the original issue discount will vary according to
the characteristics of the Regular Certificates. If the original issue
discount rules apply to the certificates, the accompanying prospectus
supplement will describe the manner in which the rules will be applied by the
servicer, the subservicer, or REMIC or FASIT administrator, as applicable, for
those certificates in preparing information returns to the certificateholders
and the IRS.

     Some classes of the Regular Certificates may provide for the first
interest payment with respect to their certificates to be made more than one
month after the date of issuance, a period which is longer than the subsequent
monthly intervals between interest payments. Assuming the "accrual period," as
defined below, for original issue discount is each monthly period that begins
or ends on a distribution date, in some cases, as a consequence of this "long
first accrual period," some or all interest payments may be required to be
included in the stated redemption price of the Regular Certificate and
accounted for as original issue discount. Because interest on Regular
Certificates must in any event be accounted for under an accrual method,
applying this analysis would result in only a slight difference in the timing
of the inclusion in income of the yield on the Regular Certificates.

     In addition, if the accrued interest to be paid on the first distribution
date is computed for a period that begins prior to the closing date, a portion
of the purchase price paid for a Regular Certificate will reflect the accrued
interest. In these cases, information returns to the certificateholders and
the IRS will be based on the position that the portion of the purchase price
paid for the interest accrued for periods prior to the closing date is treated
as part of the overall cost of the Regular Certificate, and not as a separate
asset the cost of which is recovered entirely out of interest received on the
next distribution date, and that portion of the interest paid on the first
distribution date in excess of interest accrued for a number of days
corresponding to the number of days from the closing date to the first
distribution date should be included in the stated redemption price of the
Regular Certificate. However, the OID regulations state that all or some
portion of the accrued interest may be treated as a separate asset the cost of
which is recovered entirely out of interest paid on the first distribution
date. It is unclear how an election to do so would be made under the OID
regulations and whether that election could be made unilaterally by a
certificateholder.

     Regardless of the general definition of original issue discount, original
issue discount on a Regular Certificate will be considered to be de minimis if
it is less than 0.25% of the stated redemption price of the Regular
Certificate multiplied by its weighted average life. For this purpose, the
weighted average life of the Regular Certificate is computed as the sum of the
amounts determined, as to each payment included in the stated redemption price
of the Regular Certificate, by multiplying:

     o    the number of complete years, rounding down for partial years, from
          the issue date until the payment is expected to be made, presumably
          taking into account the prepayment assumption;

          by

     o    a fraction, the numerator of which is the amount of the payment, and
          the denominator of which is the stated redemption price at maturity
          of the Regular Certificate.

Under the OID regulations, original issue discount of only a de minimis
amount, other than de minimis original issue discount attributable to a
so-called "teaser" interest rate or an initial interest holiday, will be
included in income as each payment of stated principal is made, based on the
product of the total amount of the de minimis original issue discount and a
fraction, the numerator of which is the amount of the principal payment and
the denominator of which is the outstanding stated principal amount of the
Regular Certificate. The OID regulations also would permit a certificateholder
to elect to accrue de minimis original issue discount into income currently
based on a constant yield method. See "--Market Discount" in this prospectus
for a description of that election under the OID regulations.

     If original issue discount on a Regular Certificate is in excess of a de
minimis amount, the holder of the certificate must include in ordinary gross
income the sum of the "daily portions" of original issue discount for each day
during its taxable year on which it held the Regular Certificate, including
the purchase date but excluding the disposition date. In the case of an
original holder of a Regular Certificate, the daily portions of original issue
discount will be determined as follows.

     The "accrual period" as used in this section will be:

     o    the period that begins or ends on a date that corresponds to a
          distribution date and begins on the first day following the
          immediately preceding accrual period, or in the case of the first
          accrual period, begins on the closing date; or

     o    such other period as described in the related prospectus supplement.

As to each accrual period, a calculation will be made of the portion of the
original issue discount that accrued during that accrual period. The portion
of original issue discount that accrues in any accrual period will equal the
excess, if any, of:

     (1)  the sum of:

          o    the present value, as of the end of the accrual period, of all
               of the distributions remaining to be made on the Regular
               Certificate, if any, in future periods; and

          o    the distributions made on the Regular Certificate during the
               accrual period of amounts included in the stated redemption
               price;

               over

     (2)  the adjusted issue price of the Regular Certificate at the beginning
          of the accrual period.

     The present value of the remaining distributions referred to in the
preceding sentence will be calculated:

     (1)  assuming that distributions on the Regular Certificate will be
          received in future periods based on the loans being prepaid at a
          rate equal to the prepayment assumption; and

     (2)  using a discount rate equal to the original yield to maturity of the
          certificate.

For these purposes, the original yield to maturity of the certificate will be
calculated based on its issue price and assuming that distributions on the
certificate will be made in all accrual periods based on the loans being
prepaid at a rate equal to the prepayment assumption. The adjusted issue price
of a Regular Certificate at the beginning of any accrual period will equal the
issue price of the certificate, increased by the aggregate amount of original
issue discount that accrued for that certificate in prior accrual periods, and
reduced by the amount of any distributions made on that Regular Certificate in
prior accrual periods of amounts included in its stated redemption price. The
original issue discount accruing during any accrual period, computed as
described above, will be allocated ratably to each day during the accrual
period to determine the daily portion of original issue discount for that day.

     The OID regulations suggest that original issue discount for securities
that represent multiple uncertificated regular interests, in which ownership
interests will be issued simultaneously to the same buyer and which may be
required under the related pooling and servicing agreement to be transferred
together, should be computed on an aggregate method. In the absence of further
guidance from the IRS, original issue discount for securities that represent
the ownership of multiple uncertificated regular interests will be reported to
the IRS and the certificateholders on an aggregate method based on a single
overall constant yield and the prepayment assumption stated in the
accompanying prospectus supplement, treating all uncertificated regular
interests as a single debt instrument as set forth in the OID regulations, so
long as the pooling and servicing agreement requires that the uncertificated
regular interests be transferred together.

     A subsequent purchaser of a Regular Certificate that purchases the
certificate at a cost, excluding any portion of that cost attributable to
accrued qualified stated interest, less than its remaining stated redemption
price will also be required to include in gross income the daily portions of
any original issue discount for that certificate. However, each daily portion
will be reduced, if the cost is in excess of its "adjusted issue price," in
proportion to the ratio that excess bears to the aggregate original issue
discount remaining to be accrued on the Regular Certificate. The adjusted
issue price of a Regular Certificate on any given day equals:

     o    the adjusted issue price or, in the case of the first accrual
          period, the issue price, of the certificate at the beginning of the
          accrual period which includes that day;

          plus

     o    the daily portions of original issue discount for all days during
          the accrual period prior to that day;

          minus

     o    any principal payments made during the accrual period prior to that
          day for the certificate.

     Market Discount. A certificateholder that purchases a Regular Certificate
at a market discount, that is, in the case of a Regular Certificate issued
without original issue discount, at a purchase price less than its remaining
stated principal amount, or in the case of a Regular Certificate issued with
original issue discount, at a purchase price less than its adjusted issue
price will recognize income on receipt of each distribution representing
stated redemption price. In particular, under Section 1276 of the Code such a
certificateholder in most cases will be required to allocate the portion of
each distribution representing stated redemption price first to accrued market
discount not previously included in income, and to recognize ordinary income
to that extent.

     A certificateholder may elect to include market discount in income
currently as it accrues rather than including it on a deferred basis in
accordance with the foregoing. If made, the election will apply to all market
discount bonds acquired by the certificateholder on or after the first day of
the first taxable year to which the election applies. In addition, the OID
regulations permit a certificateholder to elect to accrue all interest,
discount, including de minimis market or original issue discount, and premium
in income as interest, based on a constant yield method. If the election were
made for a Regular Certificate with market discount, the certificateholder
would be deemed to have made an election to include currently market discount
in income for all other debt instruments having market discount that the
certificateholder acquires during the taxable year of the election or
thereafter. Similarly, a certificateholder that made this election for a
certificate that is acquired at a premium would be deemed to have made an
election to amortize bond premium for all debt instruments having amortizable
bond premium that the certificateholder owns or acquires. See "--Premium" in
this prospectus. Each of these elections to accrue interest, discount and
premium for a certificate on a constant yield method or as interest may not be
revoked without the consent of the IRS.

     However, market discount for a Regular Certificate will be considered to
be de minimis for purposes of Section 1276 of the Code if the market discount
is less than 0.25% of the remaining stated redemption price of the Regular
Certificate multiplied by the number of complete years to maturity remaining
after the date of its purchase. In interpreting a similar rule for original
issue discount on obligations payable in installments, the OID regulations
refer to the weighted average maturity of obligations, and it is likely that
the same rule will be applied for market discount, presumably taking into
account the prepayment assumption. If market discount is treated as de minimis
under this rule, it appears that the actual discount would be treated in a
manner similar to original issue discount of a de minimis amount. See "--
Original Issue Discount" in this prospectus. This treatment may result in
discount being included in income at a slower rate than discount would be
required to be included in income using the method described above.

     Section 1276(b)(3) of the Code specifically authorizes the Treasury
Department to issue regulations providing for the method for accruing market
discount on debt instruments, the principal of which is payable in more than
one installment. Until regulations are issued by the Treasury Department,
certain rules described in the Committee Report apply. The Committee Report
indicates that in each accrual period market discount on Regular Certificates
should accrue, at the certificateholder's option:

     o    on the basis of a constant yield method;

     o    in the case of a Regular Certificate issued without original issue
          discount, in an amount that bears the same ratio to the total
          remaining market discount as the stated interest paid in the accrual
          period bears to the total amount of stated interest remaining to be
          paid on the Regular Certificate as of the beginning of the accrual
          period; or

     o    in the case of a Regular Certificate issued with original issue
          discount, in an amount that bears the same ratio to the total
          remaining market discount as the original issue discount accrued in
          the accrual period bears to the total original issue discount
          remaining on the Regular Certificate at the beginning of the accrual
          period.

Moreover, the prepayment assumption used in calculating the accrual of
original issue discount is to be used in calculating the accrual of market
discount. Because the regulations referred to in this paragraph have not been
issued, it is not possible to predict what effect those regulations might have
on the tax treatment of a Regular Certificate purchased at a discount in the
secondary market.

     To the extent that Regular Certificates provide for monthly or other
periodic distributions throughout their term, the effect of these rules may be
to require market discount to be includible in income at a rate that is not
significantly slower than the rate at which the discount would accrue if it
were original issue discount. Moreover, in any event a holder of a Regular
Certificate in most cases will be required to treat a portion of any gain on
the sale or exchange of that certificate as ordinary income to the extent of
the market discount accrued to the date of disposition under one of the
foregoing methods, less any accrued market discount previously reported as
ordinary income.

     In addition, under Section 1277 of the Code, a holder of a Regular
Certificate may be required to defer a portion of its interest deductions for
the taxable year attributable to any indebtedness incurred or continued to
purchase or carry a Regular Certificate purchased with market discount. For
these purposes, the de minimis rule referred to above applies. Any deferred
interest expense would not exceed the market discount that accrues during that
taxable year and is, in general, allowed as a deduction not later than the
year in which the market discount is includible in income. If the holder
elects to include market discount in income currently as it accrues on all
market discount instruments acquired by that holder in that taxable year or
thereafter, the interest deferral rule described above will not apply.

     Premium. A Regular Certificate purchased at a cost, excluding any portion
of that cost attributable to accrued qualified stated interest, greater than
its remaining stated redemption price will be considered to be purchased at a
premium. The holder of a Regular Certificate may elect under Section 171 of
the Code to amortize that premium under the constant yield method over the
life of the certificate. If made, this election will apply to all debt
instruments having amortizable bond premium that the holder owns or
subsequently acquires. Amortizable premium will be treated as an offset to
interest income on the related Regular Certificate, rather than as a separate
interest deduction. The OID regulations also permit certificateholders to
elect to include all interest, discount and premium in income based on a
constant yield method, further treating the certificateholder as having made
the election to amortize premium generally. See "--Market Discount" in this
prospectus. The conference committee report states that the same rules that
apply to accrual of market discount, which rules will require use of a
prepayment assumption in accruing market discount for Regular Certificates
without regard to whether those certificates have original issue discount,
will also apply in amortizing bond premium under Section 171 of the Code.

     Realized Losses. Under Section 166 of the Code, both corporate holders of
the Regular Certificates and noncorporate holders of the Regular Certificates
that acquire those certificates in connection with a trade or business should
be allowed to deduct, as ordinary losses, any losses sustained during a
taxable year in which their certificates become wholly or partially worthless
as the result of one or more Realized Losses on the loans. However, it appears
that a noncorporate holder that does not acquire a Regular Certificate in
connection with a trade or business will not be entitled to deduct a loss
under Section 166 of the Code until the holder's certificate becomes wholly
worthless, until its outstanding principal balance has been reduced to zero,
and that the loss will be characterized as a short-term capital loss.

     Each holder of a Regular Certificate will be required to accrue interest
and original issue discount for that certificate, without giving effect to any
reductions in distributions attributable to defaults or delinquencies on the
loans or the underlying certificates until it can be established that any
reduction ultimately will not be recoverable. As a result, the amount of
taxable income reported in any period by the holder of a Regular Certificate
could exceed the amount of economic income actually realized by the holder in
that period. Although the holder of a Regular Certificate eventually will
recognize a loss or reduction in income attributable to previously accrued and
included income that, as the result of a Realized Loss, ultimately will not be
realized, the law is unclear with respect to the timing and character of the
loss or reduction in income.

     Special Rules for FASIT High-Yield Regular Interests.

     General. A high-yield interest in a FASIT is a subcategory of a FASIT
regular interest. A FASIT high-yield regular interest is a FASIT regular
interest that either:

     o    has an issue price that exceeds 125% of its stated principal amount;

     o    has a yield to maturity equal to or greater than a specified amount,
          generally 500 basis points above the appropriate applicable federal
          rate;

     o    is an interest-only obligation whose interest payments consist of a
          non-varying specified portion of the interest payments on permitted
          assets.

A holder of a FASIT high-yield regular interest is subject to treatment,
described above, applicable to FASIT Regular Interests, generally.

     Limitations on Utilization of Losses. The holder of a FASIT high-yield
regular interest may not offset its income derived thereon by any unrelated
losses. Thus, the taxable income of a holder of a FASIT high-yield regular
interest will be at least equal to the taxable income derived from that
interest, which includes gain or loss from the sale of those interests, any
FASIT ownership interests and any excess inclusion income derived from REMIC
residual interests. Thus, income from those interests generally cannot be
offset by current net operating losses or net operating loss carryovers.
Similarly, the alternative minimum taxable income of the holder of a
high-yield regular interest cannot be less than that holder's taxable income
determined solely for those interests. For purposes of these provisions, all
members of an affiliated group filing a consolidated return are treated as one
taxpayer. Accordingly, the consolidated taxable income of the group cannot be
less than the group's "tainted" income, thereby preventing losses of one
member from offsetting the tainted income of another member. However, to avoid
doubly penalizing income, net operating loss carryovers are determined without
regard to that income for both regular tax and alternative minimum tax
purposes.

     Transfer Restrictions. Transfers of FASIT high-yield Regular Certificates
to certain "disqualified holders" will, absent the satisfaction of certain
conditions, be disregarded for federal income tax purposes. In that event, the
most recent eligible holder, generally the transferring holder, will continue
to be taxed as if it were the holder of the certificate, although the
disqualified holder, and not the most recent eligible holder, would be taxable
on any gain recognized by that holder for the related interest. Although not
free from doubt, the tax ownership of a FASIT high-yield Regular Certificate
may, absent the satisfaction of certain conditions, revert to a prior holder
even if the transferee becomes a disqualified holder after the relevant
transfer.

     Each applicable pooling and servicing agreement, trust agreement or
indenture requires, as a prerequisite to any transfer of a FASIT high-yield
Regular Certificate, the delivery to the trustee of an affidavit of the
transferee to the effect that it is not a disqualified holder and contains
certain other provisions designed to preclude the automatic reversion of the
tax ownership of that certificate. For these purposes, a "disqualified holder'
is any person other than a:

     o    FASIT; or

     o    domestic C corporation, other than a corporation that is exempt
          from, or not subject to, federal income tax;

     provided, however, that all of the following are also "disqualified
holders":

     o    regulated investment companies subject to the provisions of Part I
          of subchapter M of the Code;

     o    real estate investment trusts subject to the provisions of Part II
          of subchapter M of the Code;

     o    REMICs; and

     o    cooperatives described in Section 1381(a) of the Code.

     Pass-through Entities Holding FASIT Regular Certificates. If a
Pass-Through Entity issues a high-yielding debt or equity interest that is
supported by any FASIT Regular Interest, that entity will be subject to an
excise tax unless no principal purpose of the resecuritization was the
avoidance of the rules relating to FASIT high-yield interests, pertaining to
eligible holders of those interests. See "Taxation of Owners of REMIC and
FASIT Regular Certificates--Taxation of Holders of FASIT High-yield Regular
Interests--Transfer Restrictions" in this prospectus. The tax will apply if
the original yield to maturity of the debt or equity interest in the
Pass-Through Entity exceeds the greater of:

     (1)  the sum of:

          o    the applicable federal rate in effect for the calendar month in
               which the debt or equity interest is issued; and

          o    five percentage points; or

     (2)  the yield to maturity to such entity on the FASIT Regular Interest,
          determined as of the date that the entity acquired its interest.

     The Code provides that Treasury regulations will be issued to provide the
manner in which to determine the yield to maturity of any equity interest,
however no regulations have yet been issued. If a tax did apply, the tax would
equal the product of:

          o    the highest corporate tax rate; and

          o    the income of the holder of the debt or equity interest that is
               properly attributable to the FASIT Regular Interest supporting
               the equity interest.

Taxation of Owners of REMIC Residual Certificates

     General. As residual interests, the REMIC Residual Certificates will be
subject to tax rules that differ significantly from those that would apply if
the REMIC Residual Certificates were treated for federal income tax purposes
as direct ownership interests in the loans or as debt instruments issued by
the REMIC.

     A holder of a REMIC Residual Certificate generally will be required to
report its daily portion of the taxable income or, in accordance with the
limitations noted in this discussion, the net loss of the REMIC for each day
during a calendar quarter that the holder owned the REMIC Residual
Certificate. For this purpose, the taxable income or net loss of the REMIC
will be allocated to each day in the calendar quarter ratably using a "30 days
per month/90 days per quarter/360 days per year" convention or some other
convention if stated in the accompanying prospectus supplement. The daily
amounts will then be allocated among the REMIC residual certificateholders in
proportion to their respective ownership interests on that day. Any amount
included in the gross income or allowed as a loss of any REMIC residual
certificateholder by virtue of this allocation will be treated as ordinary
income or loss. The taxable income of the REMIC will be determined under the
rules described in this prospectus in "--Taxable Income of the REMIC" and will
be taxable to the REMIC residual certificateholders without regard to the
timing or amount of cash distributions by the REMIC. Ordinary income derived
from REMIC Residual Certificates will be "portfolio income" for purposes of
the taxation of taxpayers in accordance with limitations under Section 469 of
the Code on the deductibility of "passive losses."

     A holder of a REMIC Residual Certificate that purchased the certificate
from a prior holder of that certificate also will be required to report on its
federal income tax return amounts representing its daily portion of the
taxable income or net loss of the REMIC for each day that it holds the REMIC
Residual Certificate. These daily portions generally will equal the amounts of
taxable income or net loss determined as described above. The committee report
indicates that modifications of the general rules may be made, by regulations,
legislation or otherwise, to reduce, or increase, the income or loss of a
REMIC residual certificateholder that purchased the REMIC Residual Certificate
from a prior holder of the certificate at a price greater than, or less than,
the adjusted basis, as defined below, that REMIC Residual Certificate would
have had in the hands of an original holder of that certificate. The REMIC
regulations, however, do not provide for any such modifications.

     Any payments received by a REMIC residual certificateholder in connection
with the acquisition of that REMIC Residual Certificate will be taken into
account in determining the income of the holder for federal income tax
purposes. Although it appears likely that any payment would be includible in
income immediately on its receipt, the IRS might assert that the payment
should be included in income over time according to an amortization schedule
or according to some other method. Because of the uncertainty concerning the
treatment of these payments, holders of REMIC Residual Certificates should
consult their tax advisors concerning the treatment of these payments for
income tax purposes.

     The amount of income REMIC residual certificateholders will be required
to report, or the tax liability associated with that income, may exceed the
amount of cash distributions received from the REMIC for the corresponding
period. Consequently, REMIC residual certificateholders should have other
sources of funds sufficient to pay any federal income taxes due as a result of
their ownership of REMIC Residual Certificates or unrelated deductions against
which income may be offset, subject to the rules relating to "excess
inclusions" and "noneconomic" residual interests discussed below. The fact
that the tax liability associated with the income allocated to REMIC residual
certificateholders may exceed the cash distributions received by the REMIC
residual certificateholders for the corresponding period may significantly
adversely affect the REMIC residual certificateholders after-tax rate of
return.

     Taxable Income of the REMIC. The taxable income of the REMIC will equal
the income from the loans and other assets of the REMIC plus any cancellation
of indebtedness income due to the allocation of Realized Losses to Regular
Certificates, less the deductions allowed to the REMIC for interest, including
original issue discount and reduced by the amortization of any premium
received on issuance, on the Regular Certificates, and any other class of
REMIC certificates constituting "regular interests" in the REMIC not offered
hereby, amortization of any premium on the loans, bad debt deductions for the
loans and, except as described below, for servicing, administrative and other
expenses.

     For purposes of determining its taxable income, the REMIC will have an
initial aggregate basis in its assets equal to their fair market value
immediately after their transfer to the REMIC. For this purpose, the servicer,
the subservicer, or REMIC administrator, as applicable, intends to treat the
fair market value of the loans as being equal to the aggregate issue prices of
the Regular Certificates and REMIC Residual Certificates. The aggregate basis
will be allocated among the loans collectively and the other assets of the
REMIC in proportion to their respective fair market values. The issue price of
any REMIC certificates offered hereby will be determined in the manner
described in this prospectus under "--Taxation of Owners of REMIC and FASIT
Regular Certificates--Original Issue Discount." Accordingly, if one or more
classes of REMIC certificates are retained initially rather than sold, the
servicer, the subservicer, or REMIC administrator, as applicable, may be
required to estimate the fair market value of those interests in order to
determine the basis of the REMIC in the loans and other property held by the
REMIC.

     Subject to the possible application of the de minimis rules, the method
of accrual by the REMIC of original issue discount income and market discount
income for loans that it holds will be equivalent to the method of accruing
original issue discount income for regular certificateholders; under the
constant yield method taking into account the prepayment assumption. However,
a REMIC that acquires collateral at a market discount must include the
discount in income currently, as it accrues, on a constant interest basis. See
"-- Taxation of Owners of REMIC and FASIT Regular Certificates" in this
prospectus, which describes a method of accruing discount income that is
analogous to that required to be used by a REMIC as to loans with market
discount that it holds.

     A loan will be deemed to have been acquired with discount or premium to
the extent that the REMIC's basis in that loan, determined as described in the
preceding paragraph, is less than or greater than its stated redemption price.
Any discount will be includible in the income of the REMIC as it accrues, in
advance of receipt of the cash attributable to that income, under a method
similar to the method described above for accruing original issue discount on
the Regular Certificates. It is anticipated that each REMIC will elect under
Section 171 of the Code to amortize any premium on the loans. Premium on any
loan to which the election applies may be amortized under a constant yield
method, presumably taking into account a prepayment assumption.

     A REMIC will be allowed deductions for interest, including original issue
discount, on the Regular Certificates, including any other class of REMIC
certificates constituting "regular interests" in the REMIC not offered hereby,
equal to the deductions that would be allowed if the Regular Certificates,
including any other class of REMIC certificates constituting "regular
interests" in the REMIC not offered hereby, were indebtedness of the REMIC.
Original issue discount will be considered to accrue for this purpose as
described in this prospectus under "--Taxation of Owners of REMIC and FASIT
Regular Certificates--Original Issue Discount," except that the de minimis
rule and the adjustments for subsequent holders of Regular Certificates,
including any other class of certificates constituting "regular interests" in
the REMIC not offered hereby, described in this prospectus under "--Taxation
of Owners of REMIC and FASIT Regular Certificates--Original Issue Discount,"
will not apply.

     If a class of Regular Certificates is issued at an Issue Premium, the net
amount of interest deductions that are allowed the REMIC in each taxable year
for the Regular Certificates of that class will be reduced by an amount equal
to the portion of the Issue Premium that is considered to be amortized or
repaid in that year. Although the matter is not entirely certain, it is likely
that Issue Premium would be amortized under a constant yield method in a
manner analogous to the method of accruing original issue discount described
in this prospectus under "--Taxation of Owners of REMIC and FASIT Regular
Certificates--Original Issue Discount."

     As a general rule, the taxable income of the REMIC will be determined in
the same manner as if the REMIC were an individual having the calendar year as
its taxable year and using the accrual method of accounting. However, no item
of income, gain, loss or deduction allocable to a prohibited transaction will
be taken into account. See "--Prohibited Transactions and Other Taxes" in this
prospectus. Further, the limitation on miscellaneous itemized deductions
imposed on individuals by Section 67 of the Code, which allows those
deductions only to the extent they exceed in the aggregate two percent of the
taxpayer's adjusted gross income, will not be applied at the REMIC level so
that the REMIC will be allowed deductions for servicing, administrative and
other non-interest expenses in determining its taxable income. All of these
expenses will be allocated as a separate item to the holders of REMIC Residual
Certificates, subject to the limitation of Section 67 of the Code. See
"--Possible Pass-Through of Miscellaneous Itemized Deductions" in this
prospectus. If the deductions allowed to the REMIC exceed its gross income for
a calendar quarter, the excess will be the net loss for the REMIC for that
calendar quarter.

     Basis Rules, Net Losses and Distributions. The adjusted basis of a REMIC
Residual Certificate will be equal to the amount paid for that REMIC Residual
Certificate, increased by amounts included in the income of the related
certificateholder and decreased, but not below zero, by distributions made,
and by net losses allocated, to the related certificateholder.

     A REMIC residual certificateholder is not allowed to take into account
any net loss for any calendar quarter to the extent the net loss exceeds the
REMIC residual certificateholder's adjusted basis in its REMIC Residual
Certificate as of the close of that calendar quarter, determined without
regard to the net loss. Any loss that is not currently deductible by reason of
this limitation may be carried forward indefinitely to future calendar
quarters and, in accordance with the same limitation, may be used only to
offset income from the REMIC Residual Certificate. The ability of REMIC
residual certificateholders to deduct net losses in accordance with additional
limitations under the Code, as to which the certificateholders should consult
their tax advisors.

     Any distribution on a REMIC Residual Certificate will be treated as a
non-taxable return of capital to the extent it does not exceed the holder's
adjusted basis in the REMIC Residual Certificate. To the extent a distribution
on a REMIC Residual Certificate exceeds the adjusted basis, it will be treated
as gain from the sale of the REMIC Residual Certificate. Holders of REMIC
Residual Certificates may be entitled to distributions early in the term of
the related REMIC under circumstances in which their basis in the REMIC
Residual Certificates will not be sufficiently large that distributions will
be treated as nontaxable returns of capital. Their basis in the REMIC Residual
Certificates will initially equal the amount paid for those REMIC Residual
Certificates and will be increased by their allocable shares of taxable income
of the related trust fund. However, their basis increases may not occur until
the end of the calendar quarter, or perhaps the end of the calendar year, for
which the REMIC taxable income is allocated to the REMIC residual
certificateholders. To the extent the REMIC residual certificateholders
initial basis are less than the distributions to the REMIC residual
certificateholders, and increases in the initial basis either occur after
distributions or, together with their initial basis, are less than the amount
of the distributions, gain will be recognized to the REMIC residual
certificateholders on those distributions and will be treated as gain from the
sale of their REMIC Residual Certificates.

     The effect of these rules is that a certificateholder may not amortize
its basis in a REMIC Residual Certificate, but may only recover its basis
through distributions, through the deduction of its share of any net losses of
the REMIC or on the sale of its REMIC Residual Certificate. See "--Sales of
REMIC Certificates" in this prospectus. For a discussion of possible
modifications of these rules that may require adjustments to income of a
holder of a REMIC Residual Certificate other than an original holder in order
to reflect any difference between the cost of the REMIC Residual Certificate
to its holder and the adjusted basis the REMIC Residual Certificate would have
had in the hands of the original holder, see "--General" in this prospectus

     Excess Inclusions. Any "excess inclusions" for a REMIC Residual
Certificate will be subject to federal income tax in all events.

     In general, the "excess inclusions" for a REMIC Residual Certificate for
any calendar quarter will be the excess, if any, of:

     o    the sum of the daily portions of REMIC taxable income allocable to
          the REMIC Residual Certificate;

          over

     o    the sum of the "daily accruals," as described in the following
          sentence, for each day during that quarter that the REMIC Residual
          Certificate was held by the REMIC residual certificateholder.

The daily accruals of a REMIC residual certificateholder will be determined by
allocating to each day during a calendar quarter its ratable portion of the
product of the "adjusted issue price" of the REMIC Residual Certificate at the
beginning of the calendar quarter and 120% of the "long-term Federal rate" in
effect on the closing date. For this purpose, the adjusted issue price of a
REMIC Residual Certificate as of the beginning of any calendar quarter will be
equal to the issue price of the REMIC Residual Certificate, increased by the
sum of the daily accruals for all prior quarters and decreased, but not below
zero, by any distributions made on the REMIC Residual Certificate before the
beginning of that quarter. The issue price of a REMIC Residual Certificate is
the initial offering price to the public, excluding bond houses, brokers and
underwriters, at which a substantial amount of the REMIC Residual Certificates
were sold. If less than a substantial amount of a particular class of REMIC
Residual Certificates is sold for cash on or prior to the closing date, the
issue price of that class will be treated as the fair market value of that
class on the closing date. The "long-term Federal rate" is an average of
current yields on Treasury securities with a remaining term of greater than
nine years, computed and published monthly by the IRS.

     For REMIC residual certificateholders, an excess inclusion:

     o    will not be permitted to be offset by deductions, losses or loss
          carryovers from other activities;

     o    will be treated as "unrelated business taxable income" to an
          otherwise tax-exempt organization; and

     o    will not be eligible for any rate reduction or exemption under any
          applicable tax treaty for the 30% United States withholding tax
          imposed on distributions to REMIC residual certificateholders that
          are foreign investors.

See, however, "--Foreign Investors in Regular Certificates" in this
prospectus.

     Furthermore, for purposes of the alternative minimum tax, (1) excess
inclusions will not be permitted to be offset by the alternative tax net
operating loss deduction and (2) alternative minimum taxable income may not be
less than the taxpayer's excess inclusions; provided, however, that for
purposes of (2), alternative minimum taxable income is determined without
regard to the special rule that taxable income cannot be less than excess
inclusions. The latter rule has the effect of preventing nonrefundable tax
credits from reducing the taxpayer's income tax to an amount lower than the
alternative minimum tax on excess inclusions.

     In the case of any REMIC Residual Certificates held by a real estate
investment trust, the aggregate excess inclusions allocated to the REMIC
Residual Certificates, reduced, but not below zero, by the real estate
investment trust taxable income, within the meaning of Section 857(b)(2) of
the Code, excluding any net capital gain, will be allocated among the
shareholders of the trust in proportion to the dividends received by the
shareholders from the trust, and any amount so allocated will be treated as an
excess inclusion from a REMIC Residual Certificate as if held directly by the
shareholder. Treasury regulations yet to be issued could apply a similar rule
to regulated investment companies, common trust funds and some cooperatives;
the REMIC regulations currently do not address this subject.

     Noneconomic REMIC Residual Certificates. Under the REMIC regulations,
transfers of "noneconomic" REMIC Residual Certificates will be disregarded for
all federal income tax purposes if "a significant purpose of the transfer was
to enable the transferor to impede the assessment or collection of tax." If
the transfer is disregarded, the purported transferor will continue to remain
liable for any taxes due with respect to the income on the "noneconomic" REMIC
Residual Certificate. The REMIC regulations provide that a REMIC Residual
Certificate is noneconomic unless, based on the prepayment assumption and on
any required or permitted clean up calls, or required qualified liquidation
provided for in the REMIC's organizational documents:

     (1)  the present value of the expected future distributions, discounted
          using the "applicable federal rate" for obligations whose term ends
          on the close of the last quarter in which excess inclusions are
          expected to accrue on the REMIC Residual Certificate, which rate is
          computed and published monthly by the IRS, on the REMIC Residual
          Certificate equals at least the present value of the expected tax on
          the anticipated excess inclusions; and

     (2)  the transferor reasonably expects that the transferee will receive
          distributions on the REMIC Residual Certificate at or after the time
          the taxes accrue on the anticipated excess inclusions in an amount
          sufficient to satisfy the accrued taxes.

Accordingly, all transfers of REMIC Residual Certificates that may constitute
noneconomic residual interests will be subject to restrictions under the terms
of the related pooling and servicing agreement or trust agreement that are
intended to reduce the possibility of any transfer being disregarded. The
restrictions will require each party to a transfer to provide an affidavit
that no purpose of the transfer is to impede the assessment or collection of
tax, including representations as to the financial condition of the
prospective transferee, as to which the transferor also is required to make a
reasonable investigation to determine the transferee's historic payment of its
debts and ability to continue to pay its debts as they come due in the future.
The IRS has issued proposed changes to the REMIC regulations that would add to
the conditions necessary to assure that a transfer of a noneconomic residual
interest would be respected. The proposed additional condition would require
that the amount received by the transferee be no less on a present value basis
than the present value of the net tax detriment attributable to holding
residual interest reduced by the present value of the projected payments to be
received on the residual interest. The change is proposed to be effective for
transfers of residual interests occurring after February 4, 2000. Prior to
purchasing a REMIC Residual Certificate, prospective purchasers should
consider the possibility that a purported transfer of the REMIC Residual
Certificate by the purchaser to another purchaser at some future date may be
disregarded in accordance with the above-described rules which would result in
the retention of tax liability by the first purchaser.

     The accompanying prospectus supplement will disclose whether offered
REMIC Residual Certificates may be considered "noneconomic" residual interests
under the REMIC regulations. Any disclosure that a REMIC Residual Certificate
will not be considered "noneconomic" will be based on some assumptions, and
the depositor will make no representation that a REMIC Residual Certificate
will not be considered "noneconomic" for purposes of the above-described
rules. See "--Foreign Investors in Regular Certificates" for additional
restrictions applicable to transfers of certain REMIC Residual Certificates to
foreign persons.

     Possible Pass-Through of Miscellaneous Itemized Deductions. Fees and
expenses of a REMIC generally will be allocated to the holders of the related
REMIC Residual Certificates. The applicable Treasury regulations indicate,
however, that in the case of a REMIC that is similar to a single class grantor
trust, all or a portion of those fees and expenses should be allocated to the
holders of the related Regular Certificates. Fees and expenses will be
allocated to holders of the related REMIC Residual Certificates in their
entirety and not to the holders of the related Regular Certificates or if
stated in the related prospectus supplement, some or all of the fees and
expenses will be allocated to the holders of the related Regular Certificates.

     For REMIC Residual Certificates or Regular Certificates the holders of
which receive an allocation of fees and expenses in accordance with the
preceding discussion, if any holder thereof is an individual, estate or trust,
or a Pass-Through Entity beneficially owned by one or more individuals,
estates or trusts:

     o    an amount equal to the individual's, estate's or trust's share of
          fees and expenses will be added to the gross income of that holder;
          and

     o    the individual's, estate's or trust's share of fees and expenses
          will be treated as a miscellaneous itemized deduction allowable in
          accordance with the limitation of Section 67 of the Code, which
          permits those deductions only to the extent they exceed in the
          aggregate two percent of a taxpayer's adjusted gross income.

     In addition, Section 68 of the Code provides that the amount of itemized
deductions otherwise allowable for an individual whose adjusted gross income
exceeds a specified amount will be reduced by the lesser of:

     o    3% of the excess of the individual's adjusted gross income over that
          amount; or

     o    80% of the amount of itemized deductions otherwise allowable for the
          taxable year.

The amount of additional taxable income reportable by REMIC certificateholders
that are in accordance with the limitations of either Section 67 or Section 68
of the Code may be substantial. Furthermore, in determining the alternative
minimum taxable income of the holder of a REMIC certificate that is an
individual, estate or trust, or a Pass-Through Entity beneficially owned by
one or more individuals, estates or trusts, no deduction will be allowed for
that holder's allocable portion of servicing fees and other miscellaneous
itemized deductions of the REMIC, even though an amount equal to the amount of
those fees and other deductions will be included in the holder's gross income.
Accordingly, the REMIC certificates may not be appropriate investments for
individuals, estates, or trusts, or Pass-Through Entities beneficially owned
by one or more individuals, estates or trusts. Any prospective investors
should consult with their tax advisors prior to making an investment in these
certificates.

     Tax and Restrictions on Transfers of REMIC Residual Certificates to
Certain Organizations. If a REMIC Residual Certificate is transferred to a
Disqualified Organization, a tax would be imposed in an amount, determined
under the REMIC regulations, equal to the product of:

     o    the present value, discounted using the "applicable federal rate"
          for obligations whose term ends on the close of the last quarter in
          which excess inclusions are expected to accrue on the certificate,
          which rate is computed and published monthly by the IRS, of the
          total anticipated excess inclusions on the REMIC Residual
          Certificate for periods after the transfer; and

     o    the highest marginal federal income tax rate applicable to
          corporations.

     The anticipated excess inclusions must be determined as of the date that
the REMIC Residual Certificate is transferred and must be based on events that
have occurred up to the time of transfer, the prepayment assumption and any
required or permitted clean up calls or required liquidation provided for in
the REMIC's organizational documents. This tax generally would be imposed on
the transferor of the REMIC Residual Certificate, except that where the
transfer is through an agent for a Disqualified Organization, the tax would
instead be imposed on that agent. However, a transferor of a REMIC Residual
Certificate would in no event be liable for the tax on a transfer if the
transferee furnishes to the transferor an affidavit that the transferee is not
a Disqualified Organization and, as of the time of the transfer, the
transferor does not have actual knowledge that the affidavit is false.
Moreover, an entity will not qualify as a REMIC unless there are reasonable
arrangements designed to ensure that:

     o    residual interests in the entity are not held by Disqualified
          Organizations; and

     o    information necessary for the application of the tax described in
          this prospectus will be made available.

     Restrictions on the transfer of REMIC Residual Certificates and other
provisions that are intended to meet this requirement will be included in the
pooling and servicing agreement, including provisions:

     (1)  requiring any transferee of a REMIC Residual Certificate to provide
          an affidavit representing that it is not a Disqualified Organization
          and is not acquiring the REMIC Residual Certificate on behalf of a
          Disqualified Organization, undertaking to maintain that status and
          agreeing to obtain a similar affidavit from any person to whom it
          shall transfer the REMIC Residual Certificate;

     (2)  providing that any transfer of a REMIC Residual Certificate to a
          Disqualified Organization shall be null and void; and

     (3)  granting to the servicer or the subservicer the right, without
          notice to the holder or any prior holder, to sell to a purchaser of
          its choice any REMIC Residual Certificate that shall become owned by
          a Disqualified Organization despite (1) and (2) above.

     In addition, if a Pass-Through Entity includes in income excess
inclusions on a REMIC Residual Certificate, and a Disqualified Organization is
the record holder of an interest in that entity, then a tax will be imposed on
the entity equal to the product of:

     o    the amount of excess inclusions on the REMIC Residual Certificate
          that are allocable to the interest in the Pass-Through Entity held
          by the Disqualified Organization; and

     o    the highest marginal federal income tax rate imposed on
          corporations.

A Pass-Through Entity will not be subject to this tax for any period, however,
if each record holder of an interest in the Pass-Through Entity furnishes to
that Pass-Through Entity:

     o    the holder's social security number and a statement under penalties
          of perjury that the social security number is that of the record
          holder; or

     o    a statement under penalties of perjury that the record holder is not
          a Disqualified Organization.

For taxable years beginning after December 31, 1997, regardless of the
preceding two sentences, in the case of a REMIC Residual Certificate held by
an "electing large partnership," all interests in that partnership shall be
treated as held by Disqualified Organizations, without regard to whether the
record holders of the partnership furnish statements described in the
preceding sentence, and the amount that is subject to tax under the second
preceding sentence is excluded from the gross income of the partnership
allocated to the partners, in lieu of allocating to the partners a deduction
for the tax paid by the partners.

     Sales of certificates. If a certificate is sold, the selling
certificateholder will recognize gain or loss equal to the difference between
the amount realized on the sale and its adjusted basis in the certificate. The
adjusted basis of a Regular Certificate generally will equal the cost of that
Regular Certificate to that certificateholder, increased by income reported by
the certificateholder with respect to that Regular Certificate, including
original issue discount and market discount income, and reduced, but not below
zero, by distributions on the Regular Certificate received by the
certificateholder and by any amortized premium. The adjusted basis of a REMIC
Residual Certificate will be determined as described under "--Taxation of
Owners of REMIC Residual Certificates--Basis Rules, Net Losses and
Distributions" in this prospectus. Except as described below, any gain or loss
generally will be capital gain or loss.

     Gain from the sale of a REMIC Regular Certificate, but not a FASIT
regular interest, that might otherwise be capital gain will be treated as
ordinary income to the extent the gain does not exceed the excess, if any, of:

     o    the amount that would have been includible in the seller's income
          for the Regular Certificate had income accrued thereon at a rate
          equal to 110% of the "applicable federal rate," which is typically a
          rate based on an average of current yields on Treasury securities
          having a maturity comparable to that of the certificate, which rate
          is computed and published monthly by the IRS, determined as of the
          date of purchase of the Regular Certificate;

          over

     o    the amount of ordinary income actually includible in the seller's
          income prior to the sale.

In addition, gain recognized on the sale of a Regular Certificate by a seller
who purchased the Regular Certificate at a market discount will be taxable as
ordinary income to the extent of any accrued and previously unrecognized
market discount that accrued during the period the certificate was held. See
"--Taxation of Owners of REMIC and FASIT Regular Certificates--Market
Discount" in this prospectus.

     A portion of any gain from the sale of a Regular Certificate that might
otherwise be capital gain may be treated as ordinary income to the extent that
the certificate is held as part of a "conversion transaction" within the
meaning of Section 1258 of the Code. A conversion transaction generally is one
in which the taxpayer has taken two or more positions in certificates or
similar property that reduce or eliminate market risk, if substantially all of
the taxpayer's return is attributable to the time value of the taxpayer's net
investment in the transaction. The amount of gain so realized in a conversion
transaction that is recharacterized as ordinary income generally will not
exceed the amount of interest that would have accrued on the taxpayer's net
investment at 120% of the appropriate "applicable federal rate," which rate is
computed and published monthly by the IRS, at the time the taxpayer enters
into the conversion transaction, subject to appropriate reduction for prior
inclusion of interest and other ordinary income items from the transaction.

     Finally, a taxpayer may elect to have net capital gain taxed at ordinary
income rates rather than capital gains rates in order to include any net
capital gain in total net investment income for the taxable year, for purposes
of the limitation on the deduction of interest on indebtedness incurred to
purchase or carry property held for investment to a taxpayer's net investment
income.

     If the seller of a REMIC Residual Certificate reacquires the certificate,
any other residual interest in a REMIC or any similar interest in a "taxable
mortgage pool," as defined in Section 7701(i) of the Code, within six months
of the date of the sale, the sale will be subject to the "wash sale" rules of
Section 1091 of the Code. In that event, any loss realized by the REMIC
residual certificateholders on the sale will not be deductible, but instead
will be added to the REMIC residual certificateholders adjusted basis in the
newly-acquired asset.

     Prohibited Transactions and Other Taxes. The Code imposes a prohibited
transactions tax, which is a tax on REMICs equal to 100% of the net income
derived from prohibited transactions. In general, subject to specified
exceptions a prohibited transaction means the disposition of a loan, the
receipt of income from a source other than any loan or other Permitted
Investments, the receipt of compensation for services, or gain from the
disposition of an asset purchased with the payments on the loans for temporary
investment pending distribution on the REMIC certificates. It is not
anticipated that any REMIC will engage in any prohibited transactions in which
it would recognize a material amount of net income. In addition, some
contributions to a REMIC made after the day on which the REMIC issues all of
its interests could result in the imposition of a contributions tax, which is
a tax on the REMIC equal to 100% of the value of the contributed property.
Each pooling and servicing agreement or trust agreement will include
provisions designed to prevent the acceptance of any contributions that would
be subject to the tax.

     REMICs also are subject to federal income tax at the highest corporate
rate on "net income from foreclosure property," determined by reference to the
rules applicable to real estate investment trusts. "Net income from
foreclosure property" generally means gain from the sale of a foreclosure
property that is inventory property and gross income from foreclosure property
other than qualifying rents and other qualifying income for a real estate
investment trust. It is not anticipated that any REMIC will recognize "net
income from foreclosure property" subject to federal income tax, however, if a
REMIC may be required to recognize "net income from foreclosure property"
subject to federal income tax, it will be stated in the related prospectus
supplement.

     It is not anticipated that any material state or local income or
franchise tax will be imposed on any REMIC, however if any material state or
local income or franchise tax may be imposed on a REMIC, it will be stated in
the related prospectus supplement.

     To the extent permitted by then applicable laws, any prohibited
transactions tax, contributions tax, tax on "net income from foreclosure
property" or state or local income or franchise tax that may be imposed on the
REMIC will be borne by the related servicer, the subservicer, the REMIC
administrator, the trustee, or such other entity as stated in the applicable
prospectus supplement, in any case out of its own funds, provided that the
servicer, the subservicer, the REMIC administrator, the trustee, or other
entity as stated in the applicable prospectus supplement, as the case may be,
has sufficient assets to do so, and provided further that the tax arises out
of a breach of the servicer's, the subservicer's, the REMIC administrator's,
the trustee's, or other entity as stated in the applicable prospectus
supplement, obligations, as the case may be, under the related pooling and
servicing agreement or trust agreement and relating to compliance with
applicable laws and regulations. Any tax not borne by the servicer, the
subservicer, the trustee, or other entity as stated in the applicable
prospectus supplement, will be payable out of the related trust resulting in a
reduction in amounts payable to holders of the related REMIC certificates.

     In the case of a FASIT, the holder of the ownership interest and not the
FASIT itself will be subject to any prohibited transaction taxes.

     Termination. A REMIC will terminate immediately after the distribution
date following receipt by the REMIC of the final payment from the loans or on
a sale of the REMIC's assets following the adoption by the REMIC of a plan of
complete liquidation. The last distribution on a Regular Certificate will be
treated as a payment in retirement of a debt instrument. In the case of a
REMIC Residual Certificate, if the last distribution on the REMIC Residual
Certificate is less than the certificateholder's adjusted basis in the
certificate, the certificateholder should be treated as realizing a loss equal
to the amount of the difference, and the loss may be treated as a capital
loss.

     Reporting and Other Administrative Matters. Solely for purposes of the
administrative provisions of the Code, a REMIC will be treated as a
partnership and REMIC residual certificateholders will be treated as partners.
The servicer, the subservicer, the REMIC administrator, or other entity as
stated in the applicable prospectus supplement, as applicable, will file REMIC
federal income tax returns on behalf of the related REMIC and will act as the
"tax matters person" for the REMIC in all respects, and may hold a nominal
amount of REMIC Residual Certificates.

     As the tax matters person, the servicer, the subservicer, the REMIC
administrator, or other entity as stated in the applicable prospectus
supplement, as applicable, will have the authority to act on behalf of the
REMIC and the REMIC residual certificateholders in connection with the
administrative and judicial review of items of income, deduction, gain or loss
of the REMIC, as well as the REMIC's classification. REMIC residual
certificateholders will be required to report the REMIC items consistently
with their treatment on the related REMIC's tax return and may in some
circumstances be bound by a settlement agreement between the servicer, the
subservicer, the REMIC administrator, or other entity as stated in the
applicable prospectus supplement, as applicable, as tax matters person, and
the IRS concerning any REMIC item.

     Adjustments made to the REMIC tax return may require a REMIC residual
certificateholders to make corresponding adjustments on its return, and an
audit of the REMIC's tax return, or the adjustments resulting from an audit,
could result in an audit of the certificateholder's return. No REMIC will be
registered as a tax shelter under Section 6111 of the Code because it is not
anticipated that any REMIC will have a net loss for any of the first five
taxable years of its existence. Any person that holds a REMIC Residual
Certificate as a nominee for another person may be required to furnish to the
related REMIC, in a manner to be provided in Treasury regulations, the name
and address of that person and other information.

     Reporting of interest income, including any original issue discount, on
Regular Certificates is required annually, and may be required more frequently
under Treasury regulations. These information reports are required to be sent
to individual holders of regular interests and the IRS; holders of Regular
Certificates that are corporations, trusts, securities dealers and other
non-individuals will be provided interest and original issue discount income
information and the information in the following paragraph on request in
accordance with the requirements of the applicable regulations. The
information must be provided by the later of 30 days after the end of the
quarter for which the information was requested, or two weeks after the
receipt of the request. The REMIC must also comply with rules requiring a
Regular Certificate issued with original issue discount to disclose on its
face information including the amount of original issue discount and the issue
date, and requiring that information to be reported to the IRS. Reporting for
the REMIC Residual Certificates, including income, excess inclusions,
investment expenses and relevant information regarding qualification of the
REMIC's assets will be made as required under the Treasury regulations,
typically on a quarterly basis.

     As applicable, the Regular Certificate information reports will include a
statement of the adjusted issue price of the Regular Certificate at the
beginning of each accrual period. In addition, the reports will include
information required by regulations for computing the accrual of any market
discount. Because exact computation of the accrual of market discount on a
constant yield method requires information relating to the holder's purchase
price that the servicer or the subservicer will not have, the regulations only
require that information pertaining to the appropriate proportionate method of
accruing market discount be provided. See "--Taxation of Owners of REMIC and
FASIT Regular Certificates--Market Discount."

     The responsibility for complying with the foregoing reporting rules will
be borne by the subservicer, the trustee, or the REMIC (or FASIT)
administrator named in the related prospectus supplement, as specified in the
prospectus supplement. Certificateholders may request any information with
respect to the returns described in Section 1.6049-7(e)(2) of the Treasury
regulations.

Backup Withholding with Respect to Securities

     Payments of interest and principal, as well as payments of proceeds from
the sale of securities, may be subject to the "backup withholding tax" under
Section 3406 of the Code at a rate of 31% if recipients of payments fail to
furnish to the payor certain information, including their taxpayer
identification numbers, or otherwise fail to establish an exemption from the
tax. Any amounts deducted and withheld from a distribution to a recipient
would be allowed as a credit against the recipient's federal income tax.
Furthermore, penalties may be imposed by the IRS on a recipient of payments
that is required to supply information but that does not do so in the proper
manner.

Foreign Investors in Regular Certificates

     A regular certificateholder, other than a holder of a FASIT high-yield
regular interest, that is not a United States person and is not subject to
federal income tax as a result of any direct or indirect connection to the
United States in addition to its ownership of a Regular Certificate will not
be subject to United States federal income or withholding tax on a
distribution on a Regular Certificate, provided that the holder complies to
the extent necessary with certain identification requirements, including
delivery of a statement, signed by the certificateholder under penalties of
perjury, certifying that the certificateholder is not a United States person
and providing the name and address of the certificateholder.

     o    For these purposes, United States person means:

     o    a citizen or resident of the United States;

     o    a corporation, partnership or other entity created or organized in,
          or under the laws of, the United States, any state thereof or the
          District of Columbia, except, in the case of a partnership, to the
          extent provided in regulations;

     o    an estate whose income is subject to United States federal income
          tax regardless of its source; or

     o    a trust if a court within the United States is able to exercise
          primary supervision over the administration of the trust and one or
          more United States persons have the authority to control all
          substantial decisions of the trust. To the extent prescribed in
          regulations by the Secretary of the Treasury, which regulations have
          not yet been issued, a trust which was in existence on August 20,
          1996, other than a trust treated as owned by the grantor under
          subpart E of part I of subchapter J of chapter 1 of the Code, and
          which was treated as a United States person on August 19, 1996, may
          elect to continue to be treated as a United States person regardless
          of the previous sentence.

     It is possible that the IRS may assert that the foregoing tax exemption
should not apply to a REMIC Regular Certificate held by a REMIC residual
certificateholder that owns directly or indirectly a 10% or greater interest
in the REMIC Residual Certificates or a FASIT Regular Certificate held by a
person that owns directly or indirectly a 10% or greater interest in the
holder of the ownership interest in the FASIT. Further, the Proposed FASIT
Regulations treat all interest received by a foreign holder of a FASIT regular
interest as ineligible for the foregoing exemption from withholding tax if the
FASIT receives or accrues interest from a United States resident in which the
foreign holder has a 10% or more ownership interest or as to which the foreign
holder is a controlled foreign corporation to which the United States resident
is related. If the holder does not qualify for exemption, distributions of
interest, including distributions of accrued original issue discount, to the
holder may be subject to a tax rate of 30%, subject to reduction under any
applicable tax treaty.

     In addition, the foregoing rules will not apply to exempt a United States
shareholder of a controlled foreign corporation from taxation on the United
States shareholder's allocable portion of the interest income received by the
controlled foreign corporation.

     Further, it appears that a Regular Certificate would not be included in
the estate of a non-resident alien individual and would not be subject to
United States estate taxes. However, certificateholders who are non-resident
alien individuals should consult their tax advisors concerning this question.

     Generally, transfers of REMIC Residual Certificates and FASIT high-yield
regular interests to investors that are not United States persons will be
prohibited under the related pooling and servicing agreement or trust
agreement, however, if so stated in the applicable prospectus supplement
transfers of REMIC Residual Certificates and FASIT high-yield regular
interests to investors that are not United States persons will be allowed.

     New Withholding Regulations. The Treasury Department has issued new
regulations which make some modifications to the withholding, backup
withholding and information reporting rules described above. The new
regulations attempt to unify certification requirements and modify reliance
standards. The new regulations will be effective for most payments made after
December 31, 2000. The new regulations contain transaction rules applicable to
some payments made after December 31, 2000. Prospective investors are urged to
consult their tax advisors regarding the new regulations.

Non-REMIC Trust Funds

     The discussion under this heading applies only to a series with respect
to which a REMIC or FASIT election is not made.

     Characterization of the Trust Fund. Upon the issuance of any series with
respect to which no REMIC or FASIT election is made and which is described in
the related prospectus supplement as a grantor trust, Orrick, Herrington &
Sutcliffe LLP, Brown & Wood LLP or such other counsel to the depositor as may
be identified in the related prospectus supplement, will deliver its opinion
that, with respect to that series of securities, under then existing law and
assuming compliance by the depositor, the servicer and the trustee of the
related series with all of the provisions of the related pooling and servicing
agreement, and the agreement or agreements, if any, providing for a credit
facility or a liquidity facility, together with any agreement documenting the
arrangement through which a credit facility or a liquidity facility is held
outside the related trust fund, and the agreement or agreements with any
underwriter, for federal income tax purposes, the trust fund will be
classified as a grantor trust and not as a corporation or an association which
is taxable as a corporation (or publicly traded partnership treated as a
corporation) and the grantor trust certificates will be treated as equity in
that trust fund. Accordingly, each grantor trust certificateholder will be
treated for federal income tax purposes as the owner of an undivided equity
interest in the assets included in that trust fund. Further, if with respect
to any series of securities, neither Orrick, Herrington & Sutcliffe LLP nor
Brown & Wood LLP is counsel to the depositor, depositor's then current counsel
will be identified in the related prospectus supplement and will confirm or
supplement the aforementioned opinions. As further described below, each
grantor trust certificateholder must therefore report on its federal income
tax return the gross income from the portion of the assets of the related
trust fund that is allocable to the related grantor trust certificate and may
deduct its share of the expenses paid by the trust fund that are allocable to
that grantor trust certificate, at the same time and to the same extent as
those items would be reported by that holder if it had purchased and held
directly such interest in the assets of the related trust fund and received
directly its share of the payments on the assets of the related trust fund and
paid directly its share of the expenses paid by the trust fund when those
amounts are received and paid by the trust fund. A grantor trust
certificateholder who is an individual will be allowed deductions for those
expenses only to the extent that the sum of those expenses and certain other
of the grantor trust certificateholder's miscellaneous itemized deductions
exceeds 2% of that individual's adjusted gross income. In addition, the amount
of itemized deductions otherwise allowable for the taxable year of an
individual whose adjusted gross income exceeds certain thresholds will be
reduced. It appears that expenses paid by the trust fund, and the gross income
used to pay those expenses, should be allocated among the classes of grantor
trust certificates in proportion to their respective fair market values at
issuance, but because other reasonable methods of allocation exist and the
allocation of those items has not been the subject of a controlling court
decision, regulation or ruling by the IRS, no definitive advice concerning the
allocation of those items can be given.

     Under current IRS interpretations of applicable Treasury regulations, the
depositor would be able to sell or otherwise dispose of any subordinated
grantor trust certificates. Accordingly, the depositor expects to offer
subordinated grantor trust certificates for sale to investors. In general,
subordination should not affect the federal income tax treatment of either the
subordinated or senior certificates, and holders of subordinated classes of
certificates should be able to recognize any losses allocated to the related
class when and if losses are realized.

     To the extent that any of the mortgage loans, contracts or mortgage loans
underlying the Mortgage Certificates included in a trust fund were originated
on or after March 21, 1984 and under circumstances giving rise to original
issue discount, grantor trust certificateholders will be required to report
annually an amount of additional interest income attributable to the discount
in those mortgage loans, contracts or mortgage loans underlying the Mortgage
Certificates prior to receipt of cash related to the discount. See the
discussion above under "Taxation of Owners of REMIC and FASIT Regular
Certificates--Original Issue Discount." Similarly, Code provisions concerning
market discount and amortizable premium will apply to the mortgage loans,
contracts or mortgage loans underlying the Mortgage Certificates included in a
trust fund to the extent that the mortgage loans, contracts or mortgage loans
underlying the Mortgage Certificates were originated after July 18, 1984 and
September 27, 1985, respectively. See the discussions above under "Taxation of
Owners of REMIC and FASIT Regular Certificates--Market Discount" and
"--Premium."

     Tax Status of Grantor Trust Certificates. In general, the grantor trust
certificates, other than premium grantor trust certificates as discussed
below, will be:

     o    "real estate assets" within the meaning of Section 856(c)(4)(A) of
          the Code; and

     o    assets described in Section 7701(a)(19)(C) of the Code to the extent
          the trust fund's assets qualify under those sections of the Code.

Any amount includible in gross income with respect to the grantor trust
certificates will be treated as "interest on obligations secured by mortgages
on real property or on interests in real property" within the meaning of
Section 856(c)(3)(B) of the Code to the extent the income on the trust fund's
assets qualifies under that Code section. The IRS has ruled that obligations
secured by permanently installed mobile home units qualify as "real estate
assets" under Section 856(c)(4)(A) of the Code. Assets described in Section
7701(a)(19)(C) of the Code include loans secured by mobile homes not used on a
transient basis. However, whether manufactured homes would be viewed as
permanently installed for purposes of Section 856 of the Code would depend on
the facts and circumstances of each case, because the IRS rulings on this
issue do not provide facts on which taxpayers can rely to achieve treatment as
"real estate assets". No assurance can be given that the manufactured homes
will be so treated. A "real estate investment trust," or REIT, will not be
able to treat that portion of its investment in certificates that represents
ownership of contracts on manufactured homes that are not treated as
permanently attached as a "real estate asset" for REIT qualification purposes.
In this regard, investors should note that generally, most contracts prohibit
the related obligor from permanently attaching the related manufactured home
to its site if it were not so attached on the date of the contract. If so
specified in the related prospectus supplement, contracts included in the
related trust fund may permit the obligor to permanently attach the related
manufactured home to its site even if not attached at the date of the
contract. Grantor trust certificates that represent the right solely to
interest payments on contracts and grantor trust certificates that are issued
at prices that substantially exceed the portion of the principal amount of the
contracts allocable to those grantor trust certificates, both types of
non-REMIC certificates referred to as premium grantor trust certificates,
should qualify under the foregoing sections of the Code to the same extent as
other certificates, but the matter is not free from doubt. Prospective
purchasers of certificates who may be affected by the foregoing Code
provisions should consult their tax advisors regarding the status of the
certificates under those provisions.

     Taxation of Grantor Trust Certificates Under Stripped Bond Rules. Certain
classes of grantor trust certificates may be subject to the stripped bond
rules of Section 1286 of the Code. In general, a grantor trust certificate
will be subject to the stripped bond rules where there has been a separation
of ownership of the right to receive some or all of the principal payments on
a mortgage loan, contract or mortgage loan underlying the Mortgage
Certificates from ownership of the right to receive some or all of the related
interest payments. Grantor trust certificates will constitute stripped
certificates and will be subject to these rules under various circumstances,
including the following:

     (1)  if any servicing compensation is deemed to exceed a reasonable
          amount;

     (2)  if the depositor or any other party retains a retained yield with
          respect to the assets included in a trust fund;

     (3)  if two or more classes of grantor trust certificates are issued
          representing the right to non-pro rata percentages of the interest
          or principal payments on the assets included in a trust fund; or

     (4)  if grantor trust certificates are issued which represent the right
          to interest only payments or principal only payments.

The grantor trust certificates will either (a) be subject to the "stripped
bond" rules of Section 1286 of the Code or, if the application of those rules
to a particular series of grantor trust certificates is uncertain, the trust
fund will take the position that they apply or (b) be subject to some other
section of the Code as described in the related prospectus supplement. There
is some uncertainty as to how Section 1286 of the Code will be applied to
securities such as the grantor trust certificates. Investors should consult
their own tax advisors regarding the treatment of the grantor trust
certificates under the stripped bond rules.

     Although the matter is not entirely clear and alternative
characterizations could be imposed, it appears that each stripped grantor
trust certificate should be considered to be a single debt instrument issued
on the day it is purchased for purposes of calculating original issue
discount. Thus, in each month the holder of a grantor trust certificate,
whether a cash or accrual method taxpayer, will be required to report interest
income from the grantor trust certificate equal to the income that accrues on
the grantor trust certificate in that month, calculated, in accordance with
the rules of the Code relating to original issue discount, under a constant
yield method. In general, the amount of the income reported in any month would
equal the product of the related holder's adjusted basis in the grantor trust
certificate at the beginning of that month (see "--Sales of Certificates"
below) and the yield of such grantor trust certificate to that holder. The
yield would be the monthly rate, assuming monthly compounding, determined as
of the date of purchase that, if used in discounting the remaining payments on
the portion of the assets in the related trust fund that is allocable to that
grantor trust certificate, would cause the present value of those payments to
equal the price at which the holder purchased the grantor trust certificate.

     With respect to certain categories of debt instruments, the Code requires
the use of a reasonable prepayment assumption in accruing original issue
discount and provides a method of adjusting those accruals to account for
differences between the assumed prepayment rate and the actual rate. These
rules apply to "regular interests" in a REMIC and are described under
"--Taxation of Owners of REMIC and FASIT Regular Certificates--Original Issue
Discount." Regulations could be adopted applying these rules to the grantor
trust certificates. Although the matter is not free from doubt, it appears
that the Taxpayer Relief Act of 1997 has expanded the requirement of the use
of a reasonable prepayment assumption to instruments such as the grantor trust
certificates. In the absence of regulations interpreting the application of
this requirement to those instruments particularly where those instruments are
subject to the stripped bond rules, it is uncertain whether the assumed
prepayment rate would be determined based on conditions at the time of the
first sale of the grantor trust certificates or, with respect to any holder,
at the time of purchase of the grantor trust certificate by that holder.
Finally, if these rules were applied to the grantor trust certificates, and
the principles used in calculating the amount of original issue discount that
accrues in any month would produce a negative amount of original issue
discount, it is unclear when the loss would be allowed.

     In the case of a grantor trust certificate acquired at a price equal to
the principal amount of the assets in the related trust fund allocable to that
grantor trust certificate, the use of a reasonable prepayment assumption would
not have any significant effect on the yield used in calculating accruals of
interest income. In the case, however, of a grantor trust certificate acquired
at a discount or premium, that is, at a price less than or greater than its
principal amount, respectively, the use of a reasonable prepayment assumption
would increase or decrease the yield, and thus accelerate or decelerate the
reporting of interest income, respectively.

     If the yield used by the holder of a grantor trust certificate in
calculating the amount of interest that accrues in any month is determined
based on scheduled payments on the mortgage loans, contracts, or mortgage
loans underlying the Mortgage Certificates included in the related trust fund,
that is, without using a reasonable prepayment assumption, and that grantor
trust certificate was acquired at a discount or premium, then the holder
generally will recognize a net amount of ordinary income or loss if a mortgage
loan, contract, or mortgage loan underlying the Mortgage Certificates prepays
in full in an amount equal to the difference between the portion of the
prepaid principal amount of the mortgage loan, contract, or mortgage loan
underlying the Mortgage Certificates that is allocable to the grantor trust
certificate and the portion of the adjusted basis of the grantor trust
certificate, see "--Sales of Certificates" below, that is allocable to the
mortgage loan, contract, or mortgage loan underlying the Mortgage
Certificates. In general, basis would be allocated among the mortgage loans,
contracts, or mortgage loans underlying the Mortgage Certificates in
proportion to their respective principal balances determined immediately
before the prepayment. It is not clear whether any other adjustments would be
required or permitted to take account of prepayments of the mortgage loans,
contracts, or mortgage loans underlying the Mortgage Certificates.

     Solely for purposes of reporting income on the grantor trust certificates
to the IRS and to certain holders, as required under the Code, it is
anticipated that, unless provided otherwise in the related prospectus
supplement, the yield of the grantor trust certificates will be calculated
based on:

     o    a representative initial offering price of the grantor trust
          certificates to the public; and

     o    a reasonable assumed prepayment rate, which will be the rate used in
          pricing the initial offering of the grantor trust certificates.

The yield may differ significantly from the yield to any particular holder
that would be used in calculating the interest income of that holder. No
representation is made that the mortgage loans, contracts, or mortgage loans
underlying the Mortgage Certificates will in fact prepay at the assumed
prepayment rate or at any other rate.

     Sales of Certificates. Upon the sale or exchange of a grantor trust
certificate, a grantor trust certificateholder will recognize gain or loss
equal to the difference between the amount realized in the sale and its
aggregate adjusted basis in the assets included in the related trust fund
represented by the grantor trust certificate. Generally, the aggregate
adjusted basis will equal the grantor trust certificateholder's cost for the
grantor trust certificate increased by the amount of any previously reported
gain with respect to the grantor trust certificate and decreased by the amount
of any losses previously reported with respect to the grantor trust
certificate and the amount of any distributions received on that grantor trust
certificate. Except as provided above with respect to the original issue
discount and market discount rules, any gain or loss would be capital gain or
loss if the grantor trust certificate was held as a capital asset.

     Foreign Investors. Generally, interest or original issue discount paid to
or accruing for the benefit of a grantor trust certificateholder who is not a
United States person will be treated as "portfolio interest" and therefore
will be exempt from the 30% withholding tax. That grantor trust
certificateholder will be entitled to receive interest payments and original
issue discount on the grantor trust certificates free of United States federal
income tax, but only to the extent the mortgage loans, contracts, or mortgage
loans underlying the Mortgage Certificates included in the related trust fund
were originated after July 18, 1984 and provided that the grantor trust
certificateholder periodically provides the trustee, or other person who would
otherwise be required to withhold tax, with a statement certifying under
penalty of perjury that the grantor trust certificateholder is not a United
States person and providing the name and address of the grantor trust
certificateholder. For additional information concerning interest or original
issue discount paid to a non-United States person and the treatment of a sale
or exchange of a grantor trust certificate by a non-United States person,
which will generally have the same tax consequences as the sale of a Regular
Certificate, see the discussion above in "Foreign Investors in Regular
Certificates."

                       State and Other Tax Consequences

     In addition to the federal income tax consequences described under
"Material Federal Income Tax Consequences," potential investors should
consider the state and local tax consequences of the acquisition, ownership,
and disposition of the certificates offered hereunder. State tax law may
differ substantially from the corresponding federal tax law, and the
discussion above does not purport to describe any aspect of the tax laws of
any state or other jurisdiction. Therefore, prospective investors should
consult their tax advisors with respect to the various tax consequences of
investments in the certificates offered hereby.

                             ERISA Considerations

     The Employee Retirement Income Security Act of 1974, as amended, or
ERISA, imposes certain restrictions on ERISA Plans and on those persons who
are ERISA fiduciaries with respect to the assets of those ERISA Plans. In
accordance with the general fiduciary standards of ERISA, an ERISA Plan
fiduciary should consider whether an investment in the certificates is
permitted by the documents and instruments governing the Plan, consistent with
the Plan's overall investment policy and appropriate in view of the
composition of its investment portfolio.

     Employee benefit plans which are governmental plans and certain church
plans, if no election has been made under Section 410(d) of the Code, are not
subject to ERISA requirements. Accordingly, assets of those plans may be
invested in the certificates subject to the provisions of applicable federal
and state law and, in the case of any plan which is qualified under Section
401(a) of the Code and exempt from taxation under Section 501(a) of the Code,
the restrictions imposed under Section 503 of the Code.

     In addition to imposing general fiduciary standards, ERISA and Section
4975 of the Code prohibit a broad range of transactions involving assets of
Plans and Parties in Interest and imposes taxes and/or other penalties on any
such transaction unless an exemption applies. If the assets of a trust fund
are treated for ERISA purposes as the assets of the Plans that purchase or
hold certificates of the applicable series, an investment in certificates of
that series by or with "plan assets" of a Plan might constitute or give rise
to a prohibited transaction under ERISA or Section 4975 of the Code, unless a
statutory, regulatory or administrative exemption applies. Violation of the
prohibited transaction rules could result in the imposition of excise taxes
and/or other penalties under ERISA and/or Section 4975 of the Code.

     A number of prohibited transaction class exemptions issued by the DOL
might apply to exempt a prohibited transaction arising by virtue of the
purchase of a certificate by or on behalf of, or with "plan assets" of a Plan,
i.e., PTCE 96-23 (class Exemption for Plan Asset Transactions Determined by
In-House Asset Managers), PTCE 95-60 (class Exemption for Certain Transactions
Involving Insurance Company General Accounts), PTCE 91-38 (class Exemption for
Certain Transactions Involving Bank Collective Investment Funds), PTCE 90-1
(class Exemption for Certain Transactions Involving Insurance Company pooled
Separate Accounts) or PTCE 84-14 (class Exemption for Plan Asset Transactions
Determined by Independent Qualified Professional Asset Managers). There can be
no assurance that any of these class exemptions will apply with respect to any
particular Plan certificateholder or, even if it were to apply, that the
available exemptive relief would apply to all transactions involving the
applicable trust fund.

Plan Assets Regulation

     The United States Department of Labor, or DOL, has issued the Plan Assets
Regulation. Unless the Plan Assets Regulation provides an exception from this
"plan asset" treatment, and if that exception is not otherwise available under
ERISA, an undivided portion of the assets of a trust fund will be treated, for
purposes of applying the fiduciary standards and prohibited transaction rules
of ERISA and Section 4975 of the Code, as an asset of each Plan which becomes
a certificateholder of the applicable series. As a result, transactions
involving the assets of the trust fund will be subject to the fiduciary
responsibility provisions of ERISA and the prohibited transaction provisions
of ERISA and Section 4975 of the Code. The prohibited transaction exemptions
identified above would not generally apply to prohibited transactions arising
in transactions involving "plan assets" held in the trust fund.

     The Plan Assets Regulation provides an exception from "plan asset"
treatment for securities issued by an entity if, immediately after the most
recent acquisition of any equity interest in the entity, less than 25% of the
value of each class of equity interests in the entity, excluding interests
held by a person who has discretionary authority or control with respect to
the assets of the entity, or any affiliate of that person, are held by
"benefit plan investors" --e.g., Plans, governmental, foreign and other
benefit plans not subject to ERISA and entities holding assets deemed to be
"plan assets." Because the availability of this exemption to any trust fund
depends upon the identity of the certificateholders of the applicable series
at any time, there can be no assurance that any series or class of
certificates will qualify for this exemption.

Underwriter's PTE

     Credit Suisse First Boston Corporation, or First Boston, is the recipient
of an Underwriter's PTE, which may accord protection from violations under
Sections 406 and 407 of ERISA and Section 4975 of the Code for Plans that
acquire certificates:

     (a)  which represent:

          (1)  a beneficial ownership interest in the assets of a trust and
               entitle the holder to pass-through payments of principal,
               interest and/or other payments made with respect to the assets
               of the trust; or

          (2)  an interest in a REMIC if the certificates are issued by and
               are obligations of a trust; and

     (b)  with respect to which the recipient underwriter or any of its
          affiliates is either the sole underwriter, the manager or co-manager
          or a selling or placement agent. The corpus of a trust to which the
          Underwriter's PTE applies may consist of:

          (1)  obligations which bear interest or are purchased at a discount
               and which are secured by:

               (A)  single-family residential, multifamily residential or
                    commercial real property, including obligations secured by
                    leasehold interests on that real property; or

               (B)  shares issued by a cooperative housing association;

          (2)  secured consumer receivables that bear interest or are
               purchased at a discount;

          (3)  secured credit instruments that bear interest or are purchased
               at a discount in transactions by or between business entities;
               and

          (4)  "guaranteed governmental mortgage pool certificates," as
               defined in the Plan Assets Regulation.

     Plans acquiring certificates may be eligible for protection under the
Underwriter's PTE if:

     (a)  assets of the type included as assets of a particular trust fund
          have been included in other investment pools;

     (b)  certificates evidencing interests in those other pools have been
          both:

          (1)  rated in one of the three highest generic rating categories by
               Standard & Poor's Ratings Services, Moody's Investors Service,
               Inc., Duff & Phelps Inc. or Fitch IBCA, Inc.; and

          (2)  purchased by investors other than Plans, for at least one year
               prior to a Plan's acquisition of certificates in reliance upon
               the Underwriter's PTE;

     (c)  at the time of the acquisition, the class of certificates acquired
          by the Plan has received a rating in one of the rating categories
          referred to in condition (b)(1) above;

     (d)  the trustee is not an affiliate of any member of the Restricted
          Group;

     (e)  the applicable series of certificates evidences ownership in assets
          of a particular trust fund which may include non-subordinated
          Mortgage Certificates, whether or not interest and principal payable
          with respect to the Mortgage Certificates are guaranteed by the
          GNMA, FHLMC or FNMA, contracts or, if certain conditions specified
          in the applicable prospectus supplement are satisfied, a Pre-Funding
          Account, but may not include a swap agreement;

     (f)  the class of certificates acquired by the Plan is not subordinated
          to other classes of certificates of that Trust with respect to the
          right to receive payment in the event of defaults or delinquencies
          on the underlying assets of the related trust fund;

     (g)  the Plan is an "accredited investor," as defined in Rule 501(a)(1)
          of Regulation D under the Securities Act of 1933, as amended;

     (h)  the acquisition of the certificates by a Plan is on terms, including
          the price for the certificates, that are at least as favorable to
          the Plan as they would be in an arm's length transaction with an
          unrelated party;

     (i)  the sum of all payments made to and retained by the related
          underwriter or members of any underwriting syndicate in connection
          with the distribution of the certificates represents not more than
          reasonable compensation for underwriting the certificates; the sum
          of all payments made to and retained by the seller pursuant to the
          sale of the assets of the trust fund to the trust fund represents
          not more than the fair market value of those assets; and

     (j)  the sum of all payments made to and retained by the servicer and all
          subservicers represents not more than reasonable compensation for
          the related subservicers' services under the pooling and servicing
          agreement and reimbursement of the related subservicers' reasonable
          expenses in connection herewith.

Each series of certificates generally is expected to satisfy condition (a)
above. If stated in the applicable prospectus supplement, the related series
of certificates will not satisfy condition (a) above. If a series includes a
class of subordinated certificates, that class will not satisfy condition (f)
above. Additionally, this prospectus permits the issuance of certificates
rated in one of the four highest rating categories, so a particular class of a
series may not satisfy condition (c) above.

     In addition, the Underwriter's PTE will not apply to a Plan's investment
in certificates if the Plan fiduciary responsible for the decision to invest
in the certificates is a mortgagor or obligor with respect to more than 5% of
the fair market value of the obligations constituting the assets of the
related trust fund or an affiliate of that person, unless:

     o    in the case of an acquisition in connection with the initial
          issuance of any series of certificates, at least 50% of each class
          of certificates in which Plans have invested is acquired by persons
          independent of the Restricted Group and at least 50% of the
          aggregate interest in the trust fund is acquired by persons
          independent of the Restricted Group;

     o    the Plan's investment in any class of certificates does not exceed
          25% of the outstanding certificates of that class at the time of
          acquisition;

     o    immediately after the acquisition, no more than 25% of the Plan
          assets with respect to which the investing fiduciary has
          discretionary authority or renders investment advice are invested in
          certificates evidencing interests in trusts sponsored or containing
          assets sold or serviced by the same entity; and

     o    the Plan is not sponsored by any of one the Restricted Group.

     Whether the conditions in the Underwriter's PTE will be satisfied as to
the certificates of any particular class will depend upon the relevant facts
and circumstances existing at the time the Plan acquires the certificates. Any
Plan investor who proposes to use "plan assets" of a Plan to acquire
certificates in reliance upon the Underwriter's PTE should determine whether
the Plan satisfies all of the applicable conditions and consult with its
counsel regarding other factors that may affect the applicability of the
Underwriter's PTE.

General Considerations

     Any member of the Restricted Group, a mortgagor or obligor, or any of
their affiliates might be considered or might become a Party in Interest with
respect to a Plan. In that event, the acquisition or holding of certificates
of the applicable series or class by, on behalf of or with "plan assets" of
that Plan might be viewed as giving rise to a prohibited transaction under
ERISA and Section 4975 of the Code, unless the Underwriter's PTE or another
exemption is available. Accordingly, before a Plan investor makes the
investment decision to purchase, to commit to purchase or to hold certificates
of any series or class, the Plan investor should determine:

     o    whether the Underwriter's PTE is applicable and adequate exemptive
          relief is available;

     o    whether any other prohibited transaction exemption, if required, is
          available under ERISA and Section 4975 of the Code; or

     o    whether an exception from "plan asset" treatment is available to the
          applicable trust fund.

The Plan investor should also consult the ERISA discussion, if any, in the
applicable prospectus supplement for further information regarding the
application of ERISA to any particular certificate.

     Subordinated certificates are not available for purchase by or with "plan
assets" of any Plan, other than an insurance company general account which
satisfies the conditions set forth in Sections I and III of PTCE 95-60 or a
governmental or church plan which is not subject to ERISA or Section 4975 of
the Code, as described above, and any acquisition of subordinated certificates
by, on behalf of or with "plan assets" of any such Plan will be treated as
null and void for all purposes.

Insurance Company General Accounts

     In addition to any exemption that may be available under PTCE 95-60 for
the purchase and holding of the certificates by an insurance company general
account, the Small Business Job Protection Act of 1996 added a new Section
401(c) to ERISA, which provides certain exemptive relief from the provisions
of Part 4 of Title I of ERISA and Section 4975 of the Code, including the
prohibited transaction restrictions imposed by ERISA and the related excise
taxes imposed by Section 4975 of the Code, for transactions involving an
insurance company general account. The final regulations issued under Section
401(c) of ERISA, or the 401(c) Regulations, provide guidance for the purpose
of determining, in cases where insurance policies or annuity contracts
supported by an insurer's general account were issued to or for the benefit of
a Plan on or before December 31, 1998, which general account assets constitute
"plan assets." Pursuant to the 401(c) Regulations, when a Plan acquires one of
these policies or contracts, the Plan's assets include the policy or contract,
but do not include any of the underlying assets of the insurer's general
account if the requirements of the 401(c) Regulations are satisfied. The
401(c) Regulations generally become effective on July 5, 2001, although
earlier effective dates apply with respect to some of the 401(c) Regulation's
requirements. The 401(c) Regulations generally provide that, until July 5,
2001, no person shall be subject to liability under Part 4 of Title I of ERISA
and Section 4975 of the Code on the basis of a claim that the assets of an
insurance company general account constitute "plan assets," except in the
following three circumstances:

     o    an action brought by the Secretary of Labor for certain breaches of
          fiduciary duty which would also constitute a violation of federal or
          state criminal law;

     o    the application of any federal criminal law; or

     o    a civil action commenced before November 7, 1995.

     Any assets of an insurance company general account which support
insurance policies issued to a Plan after December 31, 1998 or issued to Plans
on or before December 31, 1998 for which the insurance company does not comply
with the 401(c) Regulations may be treated as "plan assets." In addition,
because Section 401(c) does not relate to insurance company separate accounts,
separate account assets are still treated as "plan assets" of any Plan
invested in such separate account. Insurance companies contemplating the
investment of general account assets in the certificates should consult with
their legal counsel with respect to the applicability of Sections I and III of
PTCE 95-60 and Section 401(c) or ERISA, including the general account's
ability to continue to hold the certificates after July 5, 2001.

     Any Plan investor who proposes to use "plan assets" of any Plan to
purchase certificates of any series or class should consult with its counsel
with respect to the potential consequences under ERISA and Section 4975 of the
Code of the acquisition and ownership of those certificates.

                               Legal Investment

     The applicable prospectus supplement for a series of certificates will
specify whether a class or subclass of those certificates, as long as it is
rated in one of the two highest rating categories by one or more nationally
recognized statistical rating organizations, will constitute a "mortgage
related security" for purposes of the Secondary Mortgage Market Enhancement
Act of 1984, as amended, or SMMEA. That class or subclass, if any,
constituting a "mortgage related security" will be a legal investment for
persons, trusts, corporations, partnerships, associations, business trusts and
business entities, including depository institutions, insurance companies,
trustees and state government employee retirement systems, created pursuant to
or existing under the laws of the United States or of any state, including the
District of Columbia and Puerto Rico, whose authorized investments are subject
to state regulation to the same extent that, under applicable law, obligations
issued by or guaranteed as to principal and interest by the United States or
any agency or instrumentality thereof constitute legal investments for those
entities.

     Pursuant to SMMEA, a number of states enacted legislation, on or prior to
the October 3, 1991 cutoff for enactments, limiting to varying extents the
ability of certain entities, in particular, insurance companies, to invest in
"mortgage related securities," in most cases by requiring the affected
investors to rely solely upon existing state law, and not SMMEA. Accordingly,
the investors affected by the legislation will be authorized to invest in
certificates qualifying as "mortgage related securities" only to the extent
provided in that legislation.

     SMMEA also amended the legal investment authority of federally-chartered
depository institutions as follows: federal savings and loan associations and
federal savings banks may invest in, sell or otherwise deal in mortgage
related securities without limitation as to the percentage of their assets
represented thereby, federal credit unions may invest in those securities, and
national banks may purchase those securities for their own account without
regard to the limitations generally applicable to investment securities set
forth in 12 U.S.C. 24 (Seventh), subject in each case to any regulations as
the applicable federal regulatory authority may prescribe. In this connection,
federal credit unions should review NCUA Letter to Credit Unions No. 96, as
modified by Letter to Credit Unions No. 108, which includes guidelines to
assist federal credit unions in making investment decisions for mortgage
related securities. The NCUA has adopted rules, codified as 12 C.F.R. Section
703.5(f)-(k), which prohibit federal credit unions from investing in certain
mortgage related securities (including securities such as certain series,
classes or subclasses of certificates), except under limited circumstances.

     The Office of Thrift Supervision, or the OTS, has issued Thrift Bulletin
13a, entitled "Management of Pass-Through Rate Risk, Investment Securities,
and Derivatives Activities," or "TB 13a," which is effective as of December 1,
1998 and applies to thrift institutions regulated by the OTS. One of the
primary purposes of TB 13a is to require thrift institutions, prior to taking
any investment position, to:

     o    conduct a pre-purchase portfolio sensitivity analysis for any
          "significant transaction" involving securities or financial
          derivatives; and

     o    conduct a pre-purchase price sensitivity analysis of any "complex
          security" or financial derivative.

For the purposes of TB 13a, "complex security" includes among other things any
collateralized mortgage obligation or REMIC security, other than any "plain
vanilla" mortgage pass-through security, that is, securities that are part of
a single class of securities in the related pool that are non-callable and do
not have any special features. One or more classes of the certificates offered
by this prospectus and the accompanying prospectus supplement may be viewed as
"complex securities." The OTS recommends that while a thrift institution
should conduct its own in-house pre-acquisition analysis, it may rely on an
analysis conducted by an independent third-party as long as management
understands the analysis and its key assumptions. Further, TB 13a recommends
that the use of "complex securities with high price sensitivity" be limited to
transactions and strategies that lower a thrift institution's portfolio
interest rate risk. TB 13a warns that investment in complex securities by
thrift institutions that do not have adequate risk measurement, monitoring and
control systems may be viewed by OTS examiners as an unsafe and unsound
practice.

     The predecessor to the OTS issued a bulletin entitled "Mortgage
Derivative Products and Mortgage Swaps" applicable to thrift institutions
regulated by the OTS. The bulletin established guidelines for the investment
by savings institutions in certain "high-risk" mortgage derivative securities
and limitations on the use of those securities by insolvent, undercapitalized
or otherwise "troubled" institutions. According to the bulletin, these
"high-risk" mortgage derivative securities include securities such as the
Class B Certificates. Similar policy statements have been issued by regulators
having jurisdiction over other types of depository institutions.

     On April 23, 1998, the Federal Financial Institutions Examination Council
issued its 1998 Policy Statement. The 1998 Policy Statement has been adopted
by the Federal Reserve Board, the Office of the Comptroller of the Currency,
the FDIC, the National Credit Union Administration, or the NCUA, and the OTS
with an effective date of May 26, 1998. The 1998 Policy Statement rescinds a
1992 policy statement that had required, prior to purchase, a depository
institution to determine whether a mortgage derivative product that it is
considering acquiring is high-risk, and, if so, that the proposed acquisition
would reduce the institution's overall interest rate risk. The 1998 Policy
Statement eliminates former constraints on investing in certain "high-risk"
mortgage derivative products and substitutes broader guidelines for evaluating
and monitoring investment risk.

     Institutions whose investment activities are subject to regulation by
federal or state authorities should review rules, policies and guidelines
adopted from time to time by those authorities before purchasing any
certificates, as certain series, classes or subclasses may be deemed
unsuitable investments, or may otherwise be restricted, under those rules,
policies or guidelines, in certain instances irrespective of SMMEA.

     The foregoing does not take into consideration the applicability of
statutes, rules, regulations, orders, guidelines or agreements generally
governing investments made by a particular investor, including, but not
limited to, "prudent investor" provisions, percentage-of-assets limits,
provisions which may restrict or prohibit investment in securities which are
not "interest bearing" or "income paying," and, with regard to any
certificates issued in book-entry form, provisions which may restrict or
prohibit investments in securities which are issued in book-entry form.

     Except as to the status of certain classes of certificates as "mortgage
related securities," no representation is made as to the proper
characterization of the certificates for legal investment purposes, financial
institution regulatory purposes, or other purposes, or as to the ability of
particular investors to purchase certificates under applicable legal
investment restrictions. The uncertainties described above, and any
unfavorable future determinations concerning legal investment or financial
institution regulatory characteristics of the certificates, may adversely
affect the liquidity of the certificates.

     Investors should consult their own legal advisers in determining whether
and to what extent certificates offered by this prospectus and the
accompanying prospectus supplement constitute legal investments for them.

                             Plan of Distribution

     Each series of certificates offered hereby and by means of the related
prospectus supplement may be sold directly by the depositor or may be offered
through Credit Suisse First Boston Corporation, an affiliate of the depositor,
or underwriting syndicates represented by Credit Suisse First Boston
Corporation. The prospectus supplement with respect to each series of
certificates will set forth the terms of the offering of that series of
certificates and each subclass within that series, including the name or names
of the underwriters, the proceeds to the depositor, and either the initial
public offering price, the discounts and commissions to the underwriters and
any discounts or concessions allowed or reallowed to certain dealers, or the
method by which the price at which the underwriters will sell the certificates
will be determined.

     Generally, the underwriters will be obligated to purchase all of the
certificates of a series described in the prospectus supplement with respect
to that series if any certificates are purchased. The certificates may be
acquired by the underwriters for their own account and may be resold from time
to time in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of
sale. If stated in the applicable prospectus supplement, the underwriters will
not be obligated to purchase all of the certificates of a series described in
the prospectus supplement with respect to that series if any certificates are
purchased.

     If stated in the prospectus supplement, the depositor will authorize
underwriters or other persons acting as the depositor's agents to solicit
offers by certain institutions to purchase the certificates from the depositor
pursuant to contracts providing for payment and delivery on a future date.
Institutions with which those contracts may be made include commercial and
savings banks, insurance companies, pension funds, investment companies,
educational and charitable institutions and others, but in all cases those
institutions must be approved by the depositor. The obligation of any
purchaser under any contract will be subject to the condition that the
purchase of the offered certificates shall not at the time of delivery be
prohibited under the laws of the jurisdiction to which that purchaser is
subject. The underwriters and other agents will not have any responsibility in
respect of the validity or performance of those contracts.

     The depositor may also sell the certificates offered by means of this
prospectus and the related prospectus supplements from time to time in
negotiated transactions or otherwise, at prices determined at the time of
sale. The depositor may effect those transactions by selling certificates to
or through dealers, and those dealers may receive compensation in the form of
underwriting discounts, concessions or commissions from the depositor and any
purchasers of certificates for whom they may act as agents.

     The place and time of delivery for each series of certificates offered
hereby and by means of the related prospectus supplement will be set forth in
the prospectus supplement with respect to that series.

     If and to the extent required by applicable law or regulation, this
prospectus and the attached prospectus supplement will also be used by the
underwriter after the completion of the offering in connection with offers and
sales related to market-making transactions in the offered certificates in
which the underwriter acts as principal. Sales will be made at negotiated
prices determined at the time of sales.

                                 Legal Matters

     Certain legal matters in connection with the certificates offered hereby
will be passed upon for the depositor and for the underwriters by Orrick,
Herrington & Sutcliffe LLP, New York, New York, Brown & Wood LLP, New York,
New York, or by such other counsel as may be identified in the related
prospectus supplement.

                             Financial Information

     The depositor has determined that its financial statements are not
material to the offering made hereby. The certificates do not represent an
interest in or an obligation of the depositor. The depositor's only
obligations for a series of certificates will be to repurchase certain loans
on any breach of limited representations and warranties made by the depositor,
or as otherwise provided in the applicable prospectus supplement.

                            Additional Information

     The depositor has filed the registration statement with the Securities
and Exchange Commission. The depositor is also subject to some of the
information requirements of the Securities Exchange Act of 1934, as amended,
or the Exchange Act, and, accordingly, will file reports thereunder with the
Securities and Exchange Commission. The registration statement and the
exhibits thereto, and reports and other information filed by the depositor
under the Exchange Act can be inspected and copied at the public reference
facilities maintained by the Securities and Exchange Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, and at certain of its Regional Offices
located as follows: Chicago Regional Office, Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511; and Northeast Regional
Office, 7 World Trade Center, Suite 1300, New York, New York 10048 and
electronically through the Securities and Exchange Commission's Electronic
Data Gathering, Analysis and Retrieval System at the Securities and Exchange
Commission's Web Site (http://www.sec.gov).

                         Reports to Certificateholders

     Monthly reports which contain information concerning the trust fund for a
series of certificates will be sent by or on behalf of the servicer, the
subservicer or the trustee to each holder of record of the certificates of the
related series. See "Description of the Certificates--Reports to
Certificateholders." Reports forwarded to holders will contain financial
information that has not been examined or reported on by an independent
certified public accountant. The depositor will file with the Securities and
Exchange Commission those periodic reports relating to the trust fund for a
series of certificates as are required under the Exchange Act.

               Incorporation of Certain Information by Reference

     The SEC allows the depositor to "incorporate by reference" the
information filed with the SEC by the depositor, under Section 13(a), 13(c),
14 or 15(d) of the Exchange Act, that relates to the trust fund for the
certificates. This means that the depositor can disclose important information
to any investor by referring the investor to these documents. The information
incorporated by reference is an important part of this prospectus, and
information filed by the depositor with the SEC that relates to the trust fund
for any series of certificates will automatically update and supersede this
information. Documents that may be incorporated by reference for a particular
series of certificates include an insurer's financials, a certificate policy,
mortgage pool policy, computational materials, collateral term sheets, the
related pooling and servicing agreement and amendments thereto, other
documents on Form 8-K and Section 13(a), 13(c), 14 or 15(d) of Exchange Act as
may be required in connection with the related trust fund.

     The depositor will provide or cause to be provided without charge to each
person to whom this prospectus and accompanying prospectus supplement is
delivered in connection with the offering of one or more classes of the
related series of certificates, on written or oral request of that person, a
copy of any or all reports incorporated in this prospectus by reference, in
each case to the extent the reports relate to one or more of the classes of
the related series of certificates, other than the exhibits to those
documents, unless the exhibits are specifically incorporated by reference in
the documents. Requests should be directed in writing to Credit Suisse First
Boston Mortgage Securities Corp., 11 Madison Avenue, New York, New York 10010,
Attention: Treasurer.

                                    Ratings

     It is a condition to the issuance of the certificates of each series
offered hereby that at the time of issuance they shall have been rated in one
of the four highest rating categories by the nationally recognized statistical
rating agency or agencies specified in the related prospectus supplement.

     Ratings on conduit mortgage and manufactured housing contract
pass-through certificates address the likelihood of the receipt by
certificateholders of their allocable share of principal and interest on the
underlying mortgage or manufactured housing contract assets. These ratings
address:

o    structural and legal aspects associated with the certificates;

o    the extent to which the payment stream on the underlying assets is
     adequate to make payments required by the certificates; and

o    the credit quality of the credit enhancer or guarantor, if any.

     Ratings on the certificates do not, however, constitute a statement
regarding:

o    the likelihood of principal prepayments by mortgagors or obligors;

o    the degree by which prepayments made by mortgagors or obligors might
     differ from those originally anticipated; or

o    whether the yield originally anticipated by investors of any series of
     certificates may be adversely affected as a result of those prepayments.

     As a result, investors of any series of certificates might suffer a lower
than anticipated yield.

     A rating on any or all of the certificates of any series by certain other
rating agencies, if assigned at all, may be lower than the rating or ratings
assigned to the certificates by the rating agency or agencies specified in the
related prospectus supplement. A security rating is not a recommendation to
buy, sell or hold certificates and may be subject to revision or withdrawal at
any time by the assigning rating agency. Each security rating should be
evaluated independently of any other security rating.

                                   Glossary

     Below are abbreviated definitions of significant capitalized terms used
in this prospectus and in the accompanying prospectus supplement. The pooling
and servicing agreement for the related series may contain more complete
definitions of the terms used in this prospectus and in the prospectus
supplement and reference should be made to the pooling and servicing agreement
for the related series for a more complete understanding of all such terms.

     "1998 Policy Statement" means the revised supervisory statement listing
the guidelines for investments in "high risk mortgage securities," and adopted
by the Federal Reserve Board, the Office of the Comptroller of the Currency,
the FDIC, the National Credit Union Administration, or NCUA and the OTS with
an effective date of May 26, 1998.

     "401(c) Regulations" means the regulations the DOL is required to issue
under Section 401(c) of ERISA, which were published in proposed form on
December 22, 1997.

     "Accrual Distribution Amount" means the amount of the interest, if any,
that has accrued but is not yet payable on the Compound Interest Certificates
of a particular series since the prior distribution date, or since the date
specified in the related prospectus supplement in the case of the first
distribution date.

     "Advance" means as to a particular mortgage loan, contract or mortgage
loan underlying a Mortgage Certificate and any distribution date, an amount
equal to the scheduled payments of principal and interest at the applicable
mortgage rate or annual percentage rate, as applicable, which were delinquent
as of the close of business on the business day preceding the Determination
Date on the mortgage loan, contract or mortgage loan underlying a Mortgage
Certificate.

     "Alternative Credit Support" means additional or alternative forms of
credit support, including a guarantee or surety bond, acceptable to the
related Rating Agency.

     "Approved Sale" means, with respect to a series which utilizes a pool
insurance policy:

     o    the sale of a mortgaged property acquired because of a default by
          the mortgagor to which the related pool insurer has given prior
          approval;

     o    the foreclosure or trustee's sale of a mortgaged property at a price
          exceeding the maximum amount specified by the related pool insurer;

     o    the acquisition of the mortgaged property under the primary
          insurance policy by the primary mortgage insurer; or

     o    the acquisition of the mortgaged property by the pool insurer.

     "Buy-Down Fund" means with respect to any series, a custodial account
established by the related subservicer, subservicer or trustee as described in
the related prospectus supplement, which contains amounts deposited by the
depositor, the seller of the related mortgaged property, the subservicer or
another source to cover shortfalls in payments created by Buy-Down Loans
included in the related mortgage pool.

     "Buy-Down Loans" means single family mortgage loans pursuant to which the
monthly payments made by the related mortgagor during the early years of that
mortgage loan will be less than the scheduled monthly payments on that
mortgage loan.

     "Certificate Account" means, with respect to each series, the separate
account or accounts in the name of the trustee, which must be maintained with
a depository institution and in a manner acceptable to the related Rating
Agency.

     "Certificate Principal Balance" means, for any class of certificates, and
as of any distribution date, the initial principal balance of that class of
certificates, less all amounts previously distributed to holders of that class
of certificates, as applicable, on account of principal.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Compound Interest Certificates" means certificates that accrue interest
during certain periods that is not paid to the holder but is added to the
Certificate Principal Balance of the certificate.

     "Cooperative" means a corporation entitled to be treated as a housing
cooperative under federal tax law.

     "Cooperative Dwelling" means a specific dwelling unit in a building owned
by a Cooperative.

     "Cooperative Loan" means a cooperative apartment loan evidenced by a note
secured a by security interest in shares issued by a Cooperative and in the
related proprietary lease or occupancy agreement granting exclusive rights to
occupy a Cooperative Dwelling.

     "Custodial Account" means, with respect to each series, the separate
account or accounts in the name of the trustee, meeting the requirements set
forth in this prospectus for the Certificate Account.

     "Cut-off Date" means, the date specified in the related prospectus
supplement from which principal and interest payments on the assets of the
trust fund related to a series are transferred to that trust fund.

     "Determination Date" means, with respect to each series and each
distribution date, the 20th day, or if the 20th day is not a business day, the
next preceding business day, of the month of in which the distribution date
occurs, or some other day if stated in the related prospectus supplement.

     "Disqualified Organization" means:

     o    the United States, any state or political subdivision thereof, any
          foreign government, any international organization, or any agency or
          instrumentality of the foregoing, but does not include
          instrumentalities described in Section 168(h)(2)(D) of the Code;

     o    any organization, other than a cooperative described in Section 521
          of the Code, that is exempt from federal income tax, unless it is
          subject to the tax imposed by Section 511 of the Code; or

     o    any organization described in Section 1381(a)(2)(C) of the Code.

     "Due Period" means, with respect to any distribution date, the calendar
month preceding the month of that distribution or some other period as defined
in the related prospectus supplement.

     "Eligible Investments" means any of the following, in each case as
determined at the time of the investment or contractual commitment to invest
in that Eligible Investment:

     o    obligations which have the benefit of full faith and credit of the
          United States of America, including depositary receipts issued by a
          bank as custodian with respect to any such instrument or security
          held by the custodian for the benefit of the holder of such
          depositary receipt;

     o    demand deposits or time deposits in, or bankers' acceptances issued
          by, any depositary institution or trust company incorporated under
          the laws of the United States of America or any state thereof and
          subject to supervision and examination by Federal or state banking
          or depositary institution authorities; provided that at the time of
          the trustee's investment or contractual commitment to invest in that
          Eligible Investment, the certificates of deposit or short-term
          deposits, if any, or long-term unsecured debt obligations, other
          than obligations whose rating is based on collateral or on the
          credit of a Person other than such institution or trust company, of
          that depositary institution or trust company has a credit rating in
          the highest rating category from the related Rating Agency;

     o    certificates of deposit having a rating in the highest rating from
          the related Rating Agency;

     o    investments in money market funds which are rated in the highest
          category from the related Rating Agency or which are composed of
          instruments or other investments which are rated in the highest
          category from the related Rating Agency;

     o    commercial paper, having original or remaining maturities of no more
          than 270 days, having credit rating in the highest rating category
          from the related Rating Agency;

     o    repurchase agreements involving any Eligible Investment described in
          any of the first three bullet points above, so long as the other
          party to the repurchase agreement has its long-term unsecured debt
          obligations rated in the highest rating category from the related
          Rating Agency;

     o    any other investment with respect to which the related Rating Agency
          indicates will not result in the reduction or withdrawal of its then
          existing rating of the certificates; or

     o    other investments that are described in the applicable prospectus
          supplement.

Except as otherwise provided in the applicable pooling and servicing
agreement, any Eligible Investment must mature no later than the business day
prior to the next distribution date.

     "ERISA Plans" means employee benefit plans subject to the Employee
Retirement Income Security Act of 1974, or ERISA.

     "FASIT" means a "financial asset securitization trust" as described in
section 860L of the Code.

     "FASIT Regular Certificates" means certificates or notes representing
ownership of one or more regular interests in a FASIT.

     "FHA Loans" means mortgage loans or contracts insured by the Federal
Housing Administration.

     "GPM Fund" means with respect to any series, a custodial account
established by the related servicer, subservicer or trustee as described in
the related prospectus supplement, which contains amounts deposited by the
depositor or another source to cover shortfalls in payments created by GPM
Loans included in the related mortgage pool.

     "GPM Loans" means single family mortgage loans pursuant to which the
monthly payments by the related mortgagor during the early years of the
related Mortgage Note are less than the amount of interest that would
otherwise be payable thereon, with that interest paid from amounts on deposit
in a GPM Fund.

     "High Cost Loans" means mortgage loans, contracts or mortgage loans
underlying Mortgage Certificates that are subject to the special rules,
disclosure requirements and other provisions that were added to the federal
Truth-in-Lending Act by the Homeownership and Equity Protection Act of 1994,
which were originated on or after October 1, 1995, are not loans made to
finance the purchase of the mortgaged property and have mortgage rates or
annual percentage rates, as applicable, or origination costs in excess of
prescribed levels.

     "Initial Deposit" means, with respect to each series in which a reserve
fund has been established, the deposit of cash into the reserve fund in the
amount specified in the related prospectus supplement.

     "Insurance Proceeds" means, with respect to each series, proceeds from
any special hazard insurance policy, primary mortgage insurance policy, FHA
insurance, VA guarantee, mortgagor bankruptcy bond or pool insurance policy
with respect to the related series of certificates and any title, hazard or
other insurance policy covering any of the mortgage loans included in the
related mortgage pool, to the extent those proceeds are not applied to the
restoration of the related property or released to the mortgagor in accordance
with customary servicing procedures.

     "Issue Premium" means with respect to a class of REMIC Regular
Certificates, the issue price in excess of the stated redemption price of that
class.

     "Liquidating Loan" means:

     o    each mortgage loan with respect to which foreclosure proceedings
          have been commenced and the mortgagor's right of reinstatement has
          expired;

     o    each mortgage loan with respect to which the related subservicer or
          the servicer has agreed to accept a deed to the property in lieu of
          foreclosure;

     o    each Cooperative Loan as to which the shares of the related
          Cooperative and the related proprietary lease or occupancy agreement
          have been sold or offered for sale; or

     o    each contract with respect to which repossession proceedings have
          been commenced.

     "Liquidation Proceeds" means, with respect to each series, all cash
amounts received and retained in connection with the liquidation of defaulted
mortgage loans, by foreclosure or otherwise, other than Insurance Proceeds,
payments under any applicable financial guaranty insurance policy, surety bond
or letter of credit or proceeds of any Alternative Credit Support, if any,
with respect to the related series.

     "Mixed-Use Mortgage Loans" means mortgage loans secured by Mixed-Use
Property.

     "Mixed-Use Property" means mixed residential and commercial properties.

     "Mortgage Certificates" means certain conventional mortgage pass-through
certificates issued by one or more trusts established by one or more private
entities and evidencing the entire or a fractional interest in a pool of
mortgage loans.

     "Mortgage Note" means with respect to each mortgage loan, the promissory
note secured by a first or more junior mortgage or deed of trust or other
similar security instrument creating a first or more junior lien, as
applicable, on the related mortgaged property.

     "Parties in Interest" means certain persons who have certain specified
relationships to a Plan, as described in Section 3(14) of ERISA and Section
4975 of the Code.

     "Pass-Through Entity" means any regulated investment company, real estate
investment trust, trust, partnership or other entities described in Section
860E(e)(6) of the Code. In addition, a person holding an interest in a
Pass-Through Entity as a nominee for another person will, for that interest,
be treated as a Pass-Through Entity.

     "Pass-Through Rate" means with respect to each class of certificates in a
series, the rate of interest borne by that class as described in the related
prospectus supplement.

     "Percentage Interest" means, as to any certificate of any class, the
percentage interest evidenced thereby in distributions required to be made on
the certificates in that class, which percentage interest will be based on the
original principal balance or notional amount of the certificates of that
class.

     "Permitted Investments" means United States government securities and
other investment grade obligations specified in the related pooling and
servicing agreement.

     "Plan Assets Regulation" means the final regulation made by the United
States Department of Labor, or DOL, under which assets of an entity in which a
Plan makes an equity investment will be treated as assets of the investing
Plan in certain circumstances.

     "Plans" means ERISA Plans and other plans subject to Section 4975 of the
Code.

     "Rating Agency" means, collectively, the nationally recognized
statistical rating agency or agencies rating the related series of
certificates.

     "Realized Loss" means any shortfall between the unpaid principal balance
and accrued interest on a mortgage loan, after application of all Liquidation
Proceeds, Insurance Proceeds and other amounts received in connection with the
liquidation of that mortgage loan, net of reimbursable costs and expenses,
including Advances.

     "Record Date" means, with respect to each distribution date, the close of
business on the last day of the calendar month preceding the related
distribution date, or such other date as specified in the related prospectus
supplement.

     "Regular Certificate" means a REMIC Regular Certificate or a FASIT
Regular Certificate, as applicable.

     "REMIC" means a "real estate mortgage investment conduit" as defined in
the Code.

     "REMIC Regular Certificates" means certificates or notes representing
ownership of one or more regular interests in a REMIC.

     "Required Reserve" means the amount specified in the prospectus
supplement for a series of certificates which utilizes a reserve fund, to be
deposited into the reserve fund.

     "Residual Certificates" means one or more classes or subclasses of
certificates of a series that evidence a residual interest in the related
trust fund.

     "Restricted Group" means the depositor, any underwriter, the trustee, any
subservicer, any pool, special hazard or primary mortgage insurer or the
obligor under any other credit support mechanism, a mortgagor or obligor with
respect to obligations constituting more than 5% of the aggregate unamortized
principal balance of the assets of the related trust fund on the date of the
initial issuance of certificates, or any of their affiliates.

     "Servicing Account" means the separate account or accounts established by
each subservicer for the deposit of amounts received in respect of the
mortgage loans, contracts or mortgage loans underlying the Mortgage
Certificates, serviced by that subservicer.

     "Simple Interest Loans" means mortgage loans that provide that scheduled
interest and principal payments thereon are applied first to interest accrued
from the last date to which interest has been paid to the date the payment is
received and the balance thereof is applied to principal.

     "Subordinated Amount" means the amount of subordination with respect to
subordinated certificates stated in the prospectus supplement relating to a
series of certificates that contains subordinate certificates.

     "Trust Assets" means with respect to each series of certificates, the
mortgage loans, contracts or Mortgage Certificates conveyed to the related
trust fund.

     "Underwriter's PTE" means the final prohibited transaction exemption
issued to First Boston, 54 Fed. Reg. 42597 (Oct. 17, 1989), as amended by PTE
97-34, 62 Fed. Reg. 39021 (July 21, 1997).

     "VA Loans" means mortgage loans or contracts partially guaranteed by the
United States Department of Veterans Affairs.



                                 $222,089,100

                CDMC Mortgage-Backed Pass-Through Certificates,

                                 Series 2000-5

                          Credit Suisse First Boston
                           Mortgage Securities Corp.
                                   Depositor

                         Cendant Mortgage Corporation
                                      and
                   Bishop's Gate Residential Mortgage Trust
                                    Sellers

                             Prospectus Supplement


                          Credit Suisse First Boston

                                  Underwriter

You should rely only on the information contained or incorporated by reference
in this prospectus supplement and the accompanying prospectus. We have not
authorized anyone to provide you with different information.

We are not offering the certificates in any state where the offer is not
permitted.

We represent the accuracy of the information in this prospectus supplement and
the accompanying prospectus only as of the dates on their respective covers.

Dealers will be required to deliver a prospectus supplement and prospectus
when acting as underwriters of the certificates offered hereby and with
respect to their unsold allotments or subscriptions. In addition, all dealers
selling the offered certificates, whether or not participating in this
offering, may be required to deliver a prospectus supplement and prospectus
until November 27, 2000.




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