UNDERWRITING GUIDELINES



Approximately   % of the Assets have been originated by     , a wholly-owned
subsidiary of     . The balance of the Assets were acquired by      in flow or
bulk purchases and originated through various correspondent lenders. The Assets
acquired by     were originated by the following originators, representing the
following percentages of the Assets:            (approximately   %),
(approximately   %) and            (approximately   %).


Assets acquired by      and originated through correspondent lenders have been
underwritten generally in accordance with      underwriting guidelines
("  Underwriting Guidelines"), as more specifically described below. Assets
originated by other originators have been underwritten generally in accordance
with underwriting standards that have been approved by     .     's review of
the underwriting standards of other originators includes the consideration of
credit and other factors to determine that such standards are appropriate for
the origination of loans substantially similar to those originated under the
Underwriting Guidelines.


However, with respect to certain of the Assets originated in established Asset
programs with correspondent lenders,      may not review individual Assets to
determine if each Asset was underwritten in accordance with      Underwriting
Guidelines.




Underwriting Guidelines




The     Underwriting Guidelines are applied to evaluate the prospective
borrower's credit standing and ability to repay the loan obligations as well as
to assess the value and adequacy of the prospective mortgaged property as
collateral. These standards are applied in accordance with the applicable
federal and state laws and regulations.


Underwriting Guidelines generally comply with the underwriting guidelines
of Fannie Mae and Freddie Mac, except that loans may exceed the Fannie Mae and
Freddie Mac original principal balance purchase limits. In addition, other loan
characteristics such as loan-to-value ratios and income documentation
requirements, may differ from stated Fannie Mae or Freddie Mac guidelines,
though most generally would comply with characteristics of loans that Fannie Mae
or Freddie Mac would acquire from      as a result of negotiated modifications
to published underwriting guidelines. The      Underwriting Guidelines are
described in greater detail in the accompanying prospectus.


On a case-by-case basis,      may determine that, based upon compensating
factors, a prospective borrower warrants an exception from one or more of the
underwriting guidelines. Compensating factors may include, but are not limited
to, low loan-to-value ratios, low debt-to-income ratios, good credit history,
higher FICO scores, higher loan scores, if available, stable employment,
financial reserves, and time in residence at the applicant's current address.



Underwriting Guidelines of Other Originators



[Summary of originators' underwriting guidelines to be provided if necessary]



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THE SERVICER AND THE MASTER SERVICER




[Disclosure required by Item 1111(a)(3) of Regulation AB (17 CFR 229.1111) of
the following:


If multiple direct servicers or a master servicer, a clear introductory
description of the roles, responsibilities and oversight requirements of the
entire servicing structure and the parties involved, including the identity of
each master servicer, each affiliated servicer, each unaffiliated servicer that
services 10% or more of the Assets and any other material servicer responsible
for calculating or making payments to holders of the Notes, performing work-outs
or foreclosures, or other aspect of the servicing of the Assets upon which the
performance of the Assets is materially dependent.


For any direct servicer, master servicer, any affiliated servicer that services
20% or more of the Assets and any other material servicer, if applicable:


•   the servicer's name, a description of the servicer's form of organization
and a statement of how long the servicer has been servicing Assets.


•   a general discussion of the servicer's experience in servicing Assets of
any type as well as a more detailed discussion of the servicer's experience
in, and procedures for the servicing function it will perform in the
current transaction for the Assets.


•   to the extent material, information regarding the size, composition and
growth of the servicer's portfolio of Assets of the same type as the Assets
and information on factors related to the servicer that may be material to
an analysis of the servicing of the Assets.


•   a description of any material changes to the servicer's policies or
procedures in the servicing function it will perform in the current
transaction for Assets of the same type as the Assets during the past three
years.


•   to the extent material, whether any prior securitizations of Assets of the
same type as the Assets involving the servicer have defaulted or
experienced an early amortization or other performance triggering event
because of servicing, the extent of outsourcing the servicer utilizes or if
there has been previous disclosure of material noncompliance with servicing
criteria with respect to other securitizations involving the servicer.


•   information regarding the servicer's financial condition to the extent that
there is a material risk that the effect on one or more aspects of
servicing resulting from such financial condition could have a material
impact on pool performance.


•   a description, to the extent material, of any special or unique factors
involved in servicing the Assets and the servicer's processes and
procedures designed to address such factors.


•   to the extent material, statistical information regarding servicer advances
on the servicer's overall servicing portfolio for the past three years.


•   a description, to the extent material, the servicer's process for handling
delinquencies, losses, bankruptcies and recoveries, such as through
liquidation of the underlying collateral, note sale by a special servicer
or borrower negotiation or workouts.


•   a description, to the extent material, of any ability of the servicer to
waive or modify any terms, fees, penalties or payments on the Assets and
the effect of any such ability, if material, on the potential cash flows
from the Assets.]



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SERVICING OF THE ASSETS





Servicing Compensation and Payment of Expenses



The Servicer will be entitled to a monthly fee (the "Servicing Fee") with
respect to each Asset, equal to one-twelfth of [ - ]% (the "Servicing Fee Rate")
multiplied by the Scheduled Principal Balance of the Asset as of the due date in
the prior calendar month. As compensation for its services under the Transfer
and Servicing Agreement, the Servicer shall be entitled to retain from the
interest portion of the Scheduled Monthly Payment the amount of its Servicing
Fee. The Servicing Fee shall be payable monthly and shall be computed on the
basis of the same unpaid scheduled principal balance and for the period
respecting which any related interest payment on an asset is computed. The
Servicing Fee is limited to, and payable solely from, the interest portion of
such Scheduled Monthly Payments. Notwithstanding the foregoing, with respect to
the payment of the Servicing Fee for any month, the aggregate Servicing Fee
shall be reduced (but not below zero) by an amount equal to the Compensating
Interest Payment for the related Prepayment Period.


As additional servicing compensation, the Servicer is entitled to retain all
servicing-related fees, including assumption fees, modification fees, ancillary
servicing fees, extension fees, non-sufficient fund fees, real estate referral
fees, late payment charges and other service-related fees (other than Prepayment
Premiums) to the extent collected from the borrowers, together with any interest
or other income earned on funds held in the Collection Account, custodial
accounts and escrow accounts.


As compensation for master servicing, the Master Servicer will be entitled to
compensation (the "Master Servicing Fee") equal to a monthly fee with respect to
each Asset, equal to one-twelfth of [ - ]% (the "Master Servicing Fee Rate")
multiplied by the Scheduled Principal Balance of the Asset as of the Due Date in
the prior calendar month.


The Master Servicing Fee and the Servicing Fee are subject to reduction as
described below under "-Compensating Interest Payments." See "Certain Terms of
the Pooling and Servicing Agreement, the Transfer and Servicing Agreement and
the Indenture-Retained Interest; Servicing Compensation and Payment of Expenses"
in the accompanying prospectus for information regarding expenses payable by the
Master Servicer and the Servicer. The Master Servicer and the Servicer will be
entitled to indemnification and reimbursement of expenses prior to payment of
any amounts to Noteholders. See "Servicing of the Assets-Collection and Other
Servicing Procedures" and "-Remittance of Payments on Assets" in the
accompanying prospectus.



Compensating Interest Payments



When a borrower prepays an Asset in full other than on a Due Date, an Asset is
liquidated on a date other than a Due Date, or the Servicer applies a prepayment
in part other than on a succeeding Due Date, the borrower pays interest on the
amount prepaid only from the last Due Period to the date of prepayment, with a
resulting reduction in interest payable for the month during which the
prepayment is made causing a Prepayment Interest Shortfall. For any Payment
Date, the Servicer will be obligated to make a payment with respect to any
Prepayment Interest Shortfall in the amount (each such payment, a "Compensating
Interest Payment") equal to the Prepayment Interest Shortfall, but not in excess
of its Servicing Fee for such month.



Advances



Under the Transfer and Servicing Agreement, the Servicer will be obligated to
make advances from its owns funds or funds in the Custodial Account that are not
included in Available Funds for such



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Payment Date, with respect to delinquent payments of principal and interest on
the Assets (other than Balloon Payments) (each, a "Monthly Advance"), delinquent
payments of taxes, insurance premiums, foreclosure costs, and other escrowed
items (each, a "Servicing Advance"), to the extent that such advances, in its
judgment, are reasonably recoverable from future payments and collections,
insurance payments or proceeds of liquidation of the related Asset. The Master
Servicer will be obligated to make any required Monthly Advance if the Servicer
fails in its obligation to do so, to the extent provided in the Transfer and
Servicing Agreement. Each of the Master Servicer and the Servicer, as
applicable, will be entitled to recover any advances made by it with respect to
a Asset out of late payments thereon or out of related liquidation and insurance
proceeds or, if those amounts are insufficient, from collections on other
Assets.


The purpose of making Monthly Advances is to ensure continuity in cash flow to
the Noteholders, rather than to guarantee or insure against losses. No party
will be required to make any Monthly Advances with respect to reductions in the
amount of the monthly payments on Assets due to reductions made by a bankruptcy
court in the amount of a Scheduled Monthly Payment owed by a borrower or a
reduction of the applicable Asset rate by application of the Servicemembers'
Civil Relief Act or similar laws.


The Transfer and Servicing Agreement also provides that the Servicer may enter
into a facility with any person which provides that such person may fund Monthly
Advances or Servicing Advances, although no such facility shall reduce or
otherwise affect the obligations of the Servicer to fund such Monthly Advances
or Servicing Advances. Any Monthly Advances or Servicing Advances funded by an
advancing person will be reimbursed to the advancing person in the same manner
as reimbursements would be made to the Servicer.


Ability of Servicer to Waive or Modify any Terms, Fees, Penalties or Payments of
the Assets


Pursuant to the Transfer and Servicing Agreement, the Servicer is authorized to
waive, modify or vary any term of any Asset or consent to the postponement of
strict compliance with any such term if in the Servicer's reasonable and prudent
determination, such waiver, modification, postponement or indulgence is not
materially adverse to the Issuing Entity or the Noteholders. In no event is the
Servicer authorized to advanced funds to the borrower, or extend the maturity of
an Asset beyond the Final Scheduled Payment Date.



Collection of Taxes, Assessments and Similar Items



The Servicer will, to the extent required by the related loan documents and
permitted by law, maintain escrow accounts for the collection of standard hazard
insurance premiums and real estate taxes and assessments with respect to the
related Assets, and will make advances with respect to delinquencies in required
escrow payments by the related borrowers to the extent necessary to avoid the
loss of a mortgaged property due to a tax sale or the foreclosure thereof as a
result of a tax lien.



Insurance Coverage



The Servicer is required to obtain and thereafter maintain in effect a bond,
corporate guaranty or similar form of insurance coverage (which may provide
blanket coverage), or any combination thereof, insuring against losses,
including forgery, theft, embezzlement, fraud, errors and omissions and
negligent acts of such servicer's employees.



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[THE CREDIT RISK MANAGER




, will be the credit risk manager for the issuing entity (the "Credit
Risk Manager"). As such, it will monitor the performance of the Servicer, and
make recommendations to the Servicer regarding certain delinquent and defaulted
Assets and will report to the Depositor on the performance of such Assets,
pursuant to Credit Risk Management Agreements to be entered into by the Credit
Risk Manager and the Servicer or the Master Servicer. The Credit Risk Manager
will rely upon Asset data that are provided to it by the Servicer and the Master
Servicer in performing its advisory and monitoring functions. On each Payment
Date, the Credit Risk Manager will be entitled to a fee (the "Credit Risk
Manager Fee") of one-twelfth of [  ]% of the aggregate Scheduled Principal
Balance of the Assets as of the close of business on the Due Date in the prior
calendar month. Such fee will be payable until the termination of the Issuing
Entity or until the Credit Risk Manager's removal by a vote of at least 51% of
the Noteholders.]




THE INDENTURE TRUSTEE




, a [provide Indenture Trustee's form of organization], will act as
indenture trustee of the Issuing Entity (the "Indenture Trustee"). [Describe the
Indenture Trustee's prior experience serving as an indenture trustee for
transactions involving similar Assets.] The mailing address of the Indenture
Trustee's corporate trust office (the "Corporate Trust Office") is:














Telephone: (   )    -


The Indenture requires the Indenture Trustee or a Note Registrar to maintain, at
their own expense, an office or agency where Notes may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Indenture Trustee in respect of the Notes pursuant to the Indenture may be
served.




THE OWNER TRUSTEE




, a Delaware banking corporation, will act as owner trustee under the
Owner Trust Agreement (the "Owner Trustee"). [Describe the Owner Trustee's prior
experience serving as owner trustee for transactions involving similar Assets.]
The owner trustee's principal offices are located at:           . The Owner
Trustee will be entitled to an annual fee (the "Owner Trustee Fee") that will be
paid by the Securities Administrator from funds on deposit in the Collection
Account.




THE SECURITIES ADMINISTRATOR




will be the securities administrator (the "Securities
Administrator"). [Describe the Securities Administrator's prior experience
serving as a securities administrator for transactions involving similar
Assets.] The Securities Administrator will perform certain administrative
functions required under the Owner Trust Agreement, the Indenture and the
Transfer and Servicing Agreement.




[THE CUSTODIAN




will serve as the Custodian and will perform the duties required of
the Custodian in the custodial agreement.]



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THE INDENTURE




The Notes will be issued in accordance with the indenture, dated as of
, 200  (the "Indenture"), by and among the Issuer, the Indenture Trustee and
the Securities Administrator.


Reference is made to the prospectus for important information in addition to
that set forth in this prospectus supplement regarding the terms and conditions
of the Indenture and the Notes. In addition to the provisions of the agreements
summarized elsewhere in this prospectus supplement, there is, set forth below, a
summary of certain other provisions of the Indenture. See also "Certain Terms of
the Pooling and Servicing Agreement, the Transfer and Servicing Agreement and
the Indenture" in the Prospectus. This summary of the provisions of the
Indenture does not purport to be complete.



Termination of the Indenture



The Indenture will terminate when (a) the Transfer and Servicing Agreement has
been terminated; (b) all Notes have been delivered to the Note Registrar for
cancellation; (c) all Notes not delivered to the Note Registrar for cancellation


(1) have become due and payable, (2) will become due and payable at the
applicable Maturity Date within one year or (3) are to be called for redemption
within one year; and (d) the Issuer has paid or caused to be paid all other sums
payable under the Indenture by the Issuer and all other conditions under the
Indenture relating to the satisfaction and discharge of the Indenture with
respect to the Notes have been complied with.



Supplemental Indentures



A supplemental indenture may be entered into without the consent of the
Noteholders for the following purposes:


•   to correct the description of any property subject to the lien of the
Indenture, or better to assure, convey and confirm unto the Indenture
Trustee any property subject or required to be subjected to the lien of the
Indenture, or to subject additional property to the lien of the Indenture;


•   to evidence the succession of another person to the Issuer, and the
assumption by any such successor of the covenants of the Issuer in the
Indenture and in the Notes;


•   to add to the covenants of the Issuer, for the benefit of the Noteholders,
or to surrender any right or power conferred upon the Issuer in the
Indenture;


•   to convey, transfer, assign, mortgage or pledge any property to or with the
Indenture Trustee;


•   (A) to cure any ambiguity, (B) to correct or supplement any provision in
the Indenture or in any supplemental indenture that may be inconsistent
with any other provisions in the Indenture or in any supplemental indenture
or to conform the provisions thereof to those of the Prospectus and this
prospectus supplement, (C) to obtain or maintain a rating for a Class of
Notes from a nationally recognized statistical rating organization, (D) to
make any other provisions with respect to matters or questions arising
under the Indenture. No such supplemental indenture shall adversely affect
in any material respect the interests of any Noteholder not consenting
thereto;



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•   to evidence and provide for the acceptance of the appointment by a
successor trustee with respect to the Notes and to add to or change any of
the provisions of the Indenture to facilitate the administration of the
trusts by more than one trustee; or


•   to modify, eliminate or add to the provisions of the Indenture to effect
the qualification of the Indenture under the Trust Indenture Act of 1939,
as amended, or under any similar federal statute and to add to the
Indenture such other provisions as may be expressly required by the Trust
Indenture Act of 1939, as amended.


In addition, a supplemental indenture may be entered into by the Issuer and the
Indenture Trustee, with the consent of Noteholders representing not less than
66-2/3% of the then-outstanding Notes by Note Principal Amount, to add any
provisions to or changing in any manner or eliminating any of the provisions of
the Indenture or to modify the rights of the Noteholders under the Indenture.


No supplemental indenture shall, without the consent of the Noteholder of each
Note affected, adversely affect the interests of such Noteholders by


•   reducing the amount of, or delay the timing of, payments in respect of any
Note,


•   altering the obligations of the Servicer or the Master Servicer to make an
Advance or altering the servicing standards set forth in the Transfer and
Servicing Agreement,


•   reducing the aforesaid percentages of Notes the Noteholders of which are
required to consent to any such supplemental indenture, without the consent
of the Noteholders of all Notes affected thereby, or


•   permitting the creation of any lien ranking prior to or on parity with the
lien of the Indenture with respect to any part of the Trust Fund or
terminating the lien of the Indenture on any property at any time or
depriving any Noteholder of the security provided by the lien of the
Indenture.



Indenture Events of Default



An event of default under the Indenture (an "Indenture Event of Default") will
consist of:


•   a default in the payment of any Current Interest on the Notes when such
Current Interest becomes due and payable, and such default continues for a
period of five days, and if the Class A Notes are no longer outstanding, a
default in the payment of the related Deferred Interest with respect to the
most senior class of Class M Notes outstanding;


•   failure to pay the entire principal of any Note when such principal becomes
due and payable on a Payment Date or on the Maturity Date;



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•   failure to perform any covenant, agreement, representation or warranty of
the Issuer made in the Indenture or in any certificate or other writing
delivered pursuant to or in connection with the Indenture proving to have
been incorrect in any material respect as of the time when the same shall
have been made, and such default continues for a period of 30 days after
notice has been given to the Issuer by the Indenture Trustee or to the
Issuer and the Indenture Trustee by Noteholders representing at least 25%
of the then-outstanding Notes by Note Principal Amount. Such written notice
shall specify the default, require it to be remedied and state that such
notice is a notice of Indenture Default under the Indenture;


•   the filing of a decree or order for relief by a court in an involuntary
case under any applicable federal or state bankruptcy, insolvency or other
similar law, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator or similar official of the Issuer or for any
substantial part of the Trust Fund, or ordering the winding-up or
liquidation of the Issuer's affairs, inasmuch as such decree or order
remains unstayed and in effect for a period of 60 consecutive days;


•   the Issuing Entity becomes subject to federal income tax; or


•   the commencement by the Issuer of a voluntary case under any applicable
federal or state bankruptcy, insolvency or other similar law, or the
consent by the Issuer to the entry of an order for relief in an involuntary
case under any such law, or the consent by the Issuer to the appointment or
taking possession by a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official of the Issuer or for any substantial part
of the Trust Fund, or the making by the Issuer of any general assignment
for the benefit of creditors, or the failure by the Issuer generally to pay
its debts as they become due, or the taking of any action by the Issuer in
furtherance of any of the foregoing.



Remedies



If an Indenture Event of Default occurs and is continuing, the Indenture Trustee
may, and at the direction of the Noteholders representing a majority of the
then-outstanding most senior Class of Notes by Note Principal Amount shall, do
one or more of the following:


•   institute proceedings to collect all amounts payable on the Notes, enforce
any judgment obtained and collect any moneys adjudged due;


•   institute proceedings for the complete or partial foreclosure of the
Indenture;


•   exercise any remedies of a UCC secured party and take appropriate action to
enforce the rights and remedies of the Indenture Trustee and the
Noteholders; and


•   sell the Trust Fund at one or more public or private sales.


The Indenture Trustee may not sell or liquidate the Trust Fund unless


•   the proceeds paid to the Noteholders are sufficient to discharge all
amounts due and unpaid on the Notes for principal and interest; or



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•   the Indenture Trustee determines that the Trust Fund will not continue to
provide sufficient funds to pay principal and interest on the Notes, and
the Indenture Trustee obtains the consent of Noteholders evidencing 66-2/3%
of the then-outstanding Notes by Note Principal Amount.



Acceleration of Maturity; Rescission and Annulment



If an Indenture Event of Default occurs and is continuing, the Indenture Trustee
may, or at the direction of Noteholders representing a majority of the
then-outstanding most senior Class of Notes by Note Principal Amount shall,
declare all Notes to be immediately due and payable.


After a declaration of acceleration of maturity, Noteholders representing a
majority of the then-outstanding most senior Class of Notes by Note Principal
Amount may rescind the declaration if:


•   the Issuer has deposited with the Securities Administrator a sum sufficient
to pay all amounts due on all affected Notes and all sums paid or advanced
by the Indenture Trustee and reasonable compensation, expenses and advances
of the Indenture Trustee; and


•   all Indenture Events of Default, other than nonpayment of principal due
solely by declaration of acceleration, have been cured or waived.



Collection of Indebtedness and Suits for Enforcement by Indenture Trustee



If a default occurs and continues for five days in the payment of any Current
Interest on any Note or if a default occurs in the payment of principal of any
Note, the Issuer will pay to the Indenture Trustee the entire amount due and
payable on such Notes, with interest on the overdue principal and on overdue
installments of interest. The Issuer will pay such amounts as sufficient to
cover the costs and expenses of collection.


If the Issuer fails to pay such amounts, the Indenture Trustee may institute a
proceeding to collect the sums due and unpaid out of the property of the Issuer
upon such Notes the moneys adjudged or decreed to be payable.



Priorities



If the Indenture Trustee collects any money or property, it shall pay out the
money or property in the following order:


•   First: to the Indenture Trustee, for costs or expenses, including
reasonable out-of-pocket attorneys' fees, incurred in connection with the
enforcement of remedies and for any other unpaid amounts due to the
Indenture Trustee, to the Master Servicer, the Securities Administrator and
all other agents for any amounts due and owing to them under the Transfer
and Servicing Agreement, and to the Owner Trustee, to the extent of any
fees and expenses due and owing to it and for any other unpaid amounts due
to the Owner Trustee;


•   Second: to the Master Servicer and Servicer for any fees then due and
unpaid and any unreimbursed Advances;



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•   Third: to the Notes, all accrued and unpaid interest thereon and amounts in
respect of principal according to the priorities set forth in the Transfer
and Servicing Agreement. Accrued and unpaid interest shall be paid to
Noteholders of each Class of Notes before any payments in respect of
principal; and


•   Fourth: to the Ownership Certificateholder.


[Describe any additional indemnification provisions that entitle the Indenture
Trustee to be indemnified from the cash flow that would otherwise be used to pay
the Notes.]



Limitation of Suits



No Noteholder has any right to institute any proceeding with respect to the
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy, unless:


•   such Noteholder has previously given written notice to the Indenture
Trustee of a continuing Indenture Event of Default;


•   Noteholders evidencing at least 25% of the then-outstanding Notes by Note
Principal Amount have made written request to the Indenture Trustee to
institute such proceeding;


•   such Noteholder or Noteholders have offered reasonable indemnity to the
Indenture Trustee against the costs, expenses and liabilities to be
incurred in complying with such request;


•   the Indenture Trustee for 60 days after receipt of such notice, request and
offer of indemnity has failed to institute such proceedings; and


•   directions inconsistent with such written request have not been given to
the Indenture Trustee during such 60-day period by Noteholders evidencing a
majority of the then-outstanding Notes by Note Principal Amount.



Control by Noteholders



Noteholders evidencing of a majority of the then-outstanding Notes by Note
Principal Amount have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Indenture Trustee with
respect to the Notes or exercising any trust or power conferred on the Indenture
Trustee; provided that:


•   such direction shall not conflict with any rule of law or with the
Indenture;


•   any direction to the Indenture Trustee to sell or liquidate the Issuing
Entity must be submitted by the Noteholders evidencing no less than 66-2/3%
of the then-outstanding Notes by Note Principal Amount if the proceeds of
such sale or liquidation would not be sufficient to pay the Notes in full
and certain administrative expenses;


•   the Indenture Trustee may take any other action deemed proper by the
Indenture Trustee that is not inconsistent with such direction.



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The Indenture Trustee need not take any action that it determines might involve
it in liability or might materially adversely affect the rights of any
Noteholders.



Waiver of Past Defaults



Prior to declaring the acceleration of the maturity of the Notes, Noteholders
evidencing at least a majority of the then-outstanding Notes by Note Principal
Amount may waive, in writing, any past default or Indenture Event of Default
except a default (a) in payment of principal or interest on any Notes or (b) in
respect of a covenant or provision which cannot be modified or amended without
the consent of each Noteholder. In the event of any such waiver, the Issuer, the
Indenture Trustee and the Noteholders shall be restored to their former
positions and rights. No such waiver shall extend to any subsequent or other
default or impair any right consequent thereto.


Upon any such waiver, such default shall cease to exist and be deemed to have
been cured and not to have occurred, and any Indenture Event of Default shall be
deemed to have been cured and not to have occurred.



Replacement of Indenture Trustee



No resignation or removal of the Indenture Trustee and no appointment of a
successor Indenture Trustee shall become effective until acceptance of such
appointment by the successor Indenture Trustee. The Indenture Trustee may resign
at any time by giving 90 days' written notice to the Depositor, the Issuer, each
Noteholder and each Rating Agency. No such resignation shall be effective until
a successor Indenture Trustee is appointed and accepts such appointment. The
Issuer shall remove the Indenture Trustee if:


•   the Indenture Trustee fails to comply with the eligibility requirements;


•   the Indenture Trustee is adjudged bankrupt or insolvent;


•   a receiver or other public officer takes charge of the Indenture Trustee; or


•   the Indenture Trustee otherwise becomes incapable of acting.


If the Indenture Trustee consolidates with, merges or converts into, or
transfers all or substantially all its corporate trust business or Assets to,
another corporation or banking association, the surviving or transferee
corporation shall be the successor Indenture Trustee. Such corporation or
banking association shall be otherwise qualified and eligible under the
Indenture.


[Describe whether notices are required to noteholders, rating agencies or other
third parties upon an event of default or other breach of transaction covenant.]




THE TRANSFER AND SERVICING AGREEMENT




Certain provisions regarding the Notes will be contained in the Transfer and
Servicing Agreement. Reference is made to the prospectus for important
information in addition to that set forth in this prospectus supplement
regarding the terms and conditions of the Transfer and Servicing Agreement. In
addition to the provisions of the agreements summarized elsewhere in this
prospectus supplement, there is, set forth below, a summary of certain other
provisions of the Transfer and Servicing Agreement. See also "Certain Terms of
the Pooling and Servicing Agreement, Transfer and Servicing Agreement and



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the Indenture" in the Prospectus. This summary of the provisions of the Transfer
and Servicing Agreement does not purport to be complete.



Voting Rights



Noteholders will hold all of voting rights under the Transfer and Servicing
Agreement. The voting rights of the Issuing Entity will be allocated to each
Class of Notes in proportion to their respective Class Principal Amounts.



Amendment



The Transfer and Servicing Agreement may be amended from time to time by the
parties thereto and the Ownership Certificateholder, without notice to or the
consent of any of the Noteholders:


•   to cure any ambiguity;


•   to cause the provisions therein to conform to or be consistent with or in
furtherance of the statements made with respect to the Notes or the
Ownership Certificate, the Issuing Entity or the Transfer and Servicing
Agreement in the Prospectus, or to correct or supplement any provision in
the Transfer and Servicing Agreement which may be inconsistent with any
other provisions therein or in any other operative agreement, to make any
other provisions with respect to matters or questions arising under the
Transfer and Servicing Agreement; or


•   to add, delete, or amend any provisions to the extent necessary or
desirable to comply with any requirements imposed by the Code or ERISA and
applicable regulations.


In addition, the Transfer and Servicing Agreement may be amended from time to
time by the parties thereto, with the consent of the Noteholders representing
66-2/3% of the voting rights for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Transfer and
Servicing Agreement or of modifying in any manner the rights of the Notes.


No amendment may:


•   reduce in any manner the amount of, or delay the timing of, payments which
are required to be made on any Class of Notes, without the consent of the
Noteholders of such Class of Notes; or


•   reduce the aforesaid percentages of voting interest.



Servicer Events of Default



Each of the following shall constitute an event of default on the part of the
Servicer (each, a "Servicer Event of Default"):


•   any failure by the Servicer to remit to the Master Servicer any payment
required to be made under the terms of the Transfer and Servicing
Agreement;



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•   failure by the Servicer duly to observe or perform in any material respect
any other of the covenants or agreements on the part of the Servicer set
forth in the Transfer and Servicing Agreement, including, but not limited
to, breach by the Servicer of any one or more of the representations,
warranties and covenants of the Servicer, which continues unremedied for a
period of 30 days after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the Servicer by
the Master Servicer or the Indenture Trustee;


•   failure by the Servicer to maintain its license to do business in any
jurisdiction where the mortgaged property is located if such license is
required;


•   a decree or order of a court or agency or supervisory authority having
jurisdiction for the appointment of a conservator or receiver or liquidator
in any insolvency, readjustment of debt, including bankruptcy, marshaling
of Assets and liabilities or similar proceedings, or for the winding-up or
liquidation of its affairs, shall have been entered against the Servicer
and such decree or order shall have remained in force undischarged or
unstayed for a period of 60 days;


•   the Servicer shall consent to the appointment of a conservator or receiver
or liquidator in any insolvency, readjustment of debt, marshaling of Assets
and liabilities or similar proceedings of or relating to the Servicer or of
or relating to all or substantially all of its Assets;


•   the Servicer shall admit in writing its inability to pay its debts
generally as they become due, file a petition to take advantage of any
applicable insolvency, bankruptcy or reorganization statute, make an
assignment for the benefit of its creditors, voluntarily suspend payment of
its obligations or cease its normal business operations for three Business
Days;


•   the Servicer ceases to meet the servicer eligibility qualifications of
Fannie Mae or Freddie Mac; or


•   the Servicer attempts to assign its right to servicing compensation or to
assign the Transfer and Servicing Agreement or the servicing
responsibilities thereunder or to delegate its duties thereunder or any
portion thereof in violation of the applicable provisions of the Transfer
and Servicing Agreement.



Master Servicer to Act as Servicer



So long as an event of default under the Transfer and Servicing Agreement
remains unremedied, the Master Servicer may terminate all of the rights and
obligations of the Servicer in its capacity as servicer of the Assets, as
provided in the Transfer and Servicing Agreement. If this occurs, the Master
Servicer will succeed to, or together with the Depositor appoint a successor to
succeed to, all of the responsibilities and duties of the Servicer under the
Transfer and Servicing Agreement, including the obligation to make advances.


[Describe any requirements that successor servicers must meet (i.e., minimum net
worth.)]


[Describe provisions for payment of expenses associated with a servicing
transfer.]



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Master Servicer Events of Default



An event of default with respect to the Master Servicer (a "Master Servicer
Event of Default") will consist of:


•   any failure by the Master Servicer to remit to the Securities Administrator
for payment to the Noteholders any funds required to be remitted by the
Master Servicer under the terms of the Transfer and Servicing Agreement;


•   after receipt of notice from the Indenture Trustee, any failure of the
Master Servicer to make any Advances required to be made under the Transfer
and Servicing Agreement;


•   any failure on the part of the Master Servicer duly to observe or perform
in any material respect any other of the covenants or agreements on the
part of the Master Servicer contained in the Transfer and Servicing
Agreement, or the breach by the Master Servicer of any representation and
warranty contained in the Transfer and Servicing Agreement, which continues
unremedied for a period of 30 days after the earlier of (i) the date on
which written notice of such failure, requiring the same to be remedied,
shall have been given to the Master Servicer by the Depositor or the
Indenture Trustee, or to the Master Servicer, the Depositor and the
Indenture Trustee by the Noteholders representing 66-2/3 percent of the
total voting rights and (ii) actual knowledge of such failure by a
servicing officer of the Master Servicer;


•   a decree or order of a court or agency or supervisory authority having
jurisdiction in the premises in an involuntary case under any present or
future federal or state bankruptcy, insolvency or similar law or the
appointment of a conservator or receiver or liquidator in any insolvency,
readjustment of debt, marshalling of Assets and liabilities or similar
proceeding, or for the winding-up or liquidation of its affairs, shall have
been entered against the Master Servicer and such decree or order shall
have remained in force undischarged or unstayed for a period of 90 days; or


•   insolvency, readjustment of debt, marshalling of Assets and liabilities or
similar proceedings, and certain actions by or on behalf of the Master
Servicer indicating its insolvency or inability to pay its obligations.



Rights Upon Master Servicer Events of Default



So long as a Master Servicer Event of Default under the Transfer and Servicing
Agreement remains unremedied, the Indenture Trustee, by notice in writing to the
Master Servicer, may, and shall, if so directed by Noteholders evidencing at
least 66-2/3% of the voting rights), terminate all of the rights and obligations
of the Master Servicer in its capacity as Master Servicer of the Assets, as
provided in the Transfer and Servicing Agreement. If this occurs, the Indenture
Trustee will succeed to, or appoint a successor to succeed to, all of the
responsibilities and duties of the Master Servicer under the Indenture,
including the obligation to make advances. [Describe who will pay for transfer
of master servicing responsibilities.]



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No assurance can be given that termination of the rights and obligations of the
Master Servicer under the Transfer and Servicing Agreement would not adversely
affect the servicing of the Assets, including the loss and delinquency
experience of the Assets.


Noteholders representing 66-2/3% of the voting rights may waive any Master
Servicer Event of Default, except that a default in the making of any required
deposit to the Collection Account that would result in a failure of the
Securities Administrator to make any required payment of principal of or
interest on the Notes may only be waived with the consent of 100% of the
affected Noteholders.



Resignation of Master Servicer



No resignation of the Master Servicer shall become effective until the Indenture
Trustee shall have assumed, or a successor Master Servicer appointed by the
Indenture Trustee shall have assumed, the Master Servicer's obligations under
the Transfer and Servicing Agreement. Notice of resignation shall be given
promptly by the Master Servicer and the Depositor to the Indenture Trustee.


[Resignation of Servicer


The Servicer may not resign from the obligations and duties imposed on it under
the Transfer and Servicing Agreement except upon the determination that the
Servicer's duties under the Transfer and Servicing Agreement are no longer
permissible under applicable law and such incapacity cannot be cured by the
Servicer. Any such determination permitting the resignation of the Servicer
shall be evidenced by an opinion of counsel to such effect delivered to the
Trustee which opinion of counsel shall be in form and substance acceptable to
the Indenture Trustee. No such resignation shall become effective until a
successor meeting the requirements set forth in the Transfer and Servicing
Agreement shall have assumed the Servicer's responsibilities and obligations
under the Transfer and Servicing Agreement.]



Optional Purchase of Defaulted Loans



The Depositor or its affiliates have the option to acquire any Asset which is
delinquent in payment by 90 days or more or for which the related secured
property has suffered material damage; provided, that the Depositor and its
affiliates may not acquire more than   % of the Assets by aggregate Cut-off Date
Balance. These purchases will have the same effect on the holders of the Notes
as a prepayment of those Assets.


Certain Matters Regarding the Depositor, the Master Servicer, the Servicer and
the Indenture Trustee


The Transfer and Servicing Agreement provides that none of the Depositor, the
Servicer, the Master Servicer and the Indenture Trustee, nor any of their
directors, officers, employees or agents will be under any liability to the
Noteholders for any action taken, or for refraining from the taking of any
action, in good faith pursuant to the Transfer and Servicing Agreement, or for
errors in judgment, provided that none of the Depositor, the Servicer, the
Master Servicer or the Indenture Trustee will be protected against liability
arising from any breach of representations or warranties made by it or from any
liability which may be imposed by reason of the Depositor's, a Servicer's, the
Master Servicer's or the Indenture Trustee's, as the case may be, willful
misfeasance, bad faith or negligence (or gross negligence in the case of the
Depositor) in the performance of its duties or by reason of its reckless
disregard of obligations and duties under the Transfer and Servicing Agreement.


The Depositor, the Servicer, the Master Servicer, the Indenture Trustee and any
director, officer, employee, affiliate or agent of the Depositor, the Master
Servicer, the Servicer or the Indenture Trustee



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will be indemnified by the Issuing Entity and held harmless against any loss,
liability or expense incurred in connection with any audit, controversy or
judicial proceeding relating to a governmental taxing authority or any legal
action relating to the Transfer and Servicing Agreement, the Assets or the notes
or any other unanticipated or extraordinary expense, other than any loss,
liability or expense incurred by reason of the Depositor's, the Servicer's or
the Trustee's, as the case may be, willful misfeasance, bad faith or negligence
in the performance of its duties or by reason of its reckless disregard of its
obligations and duties under the Transfer and Servicing Agreement.


None of the Depositor, the Servicer, the Master Servicer or the Indenture
Trustee is obligated under the Transfer and Servicing Agreement to appear in,
prosecute or defend any legal action that is not incidental to its respective
duties which in its opinion may involve it in any expense or liability, provided
that, in accordance with the provisions of the Transfer and Servicing Agreement,
the Depositor, the Servicer, the Master Servicer and the Trustee, as applicable,
may undertake any action any of them deem necessary or desirable in respect of


(i) the rights and duties of the parties to the Transfer and Servicing Agreement
and (ii) with respect to actions taken by the Depositor, the interests of the
Trustee and the Noteholders. In the event the Depositor, the Servicer, the
Master Servicer or the Indenture Trustee undertakes any such action, the legal
expenses and costs of such action and any resulting liability will be expenses,
costs and liabilities of the Issuing Entity, and the Depositor, the Servicer,
the Master Servicer and the Indenture Trustee will be entitled to be reimbursed
for such expenses, costs and liabilities out of the Trust Fund.