COUNTWIDE EXHIBIT WITH TRANSCRIPTS

8/7/2019 COUNTWIDE EXHIBIT WITH TRANSCRIPTS

http://slidepdf.com/reader/full/countwide-exhibit-with-transcripts 1/211

EXHIBIT 1

Case 2:10-cv-00302-MRP -MAN Document 231-2 Filed 01/17/11 Page 1 of 211 Page ID#:9822



-1-

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

LINKS: 145, 146, 149, 152, 156, 158

UNITED STATES DISTRICT COURT

CENTRAL DISTRICT OF CALIFORNIA

MAINE STATE RETIREMENT

SYSTEM, Individually and On Behalf

of All Others Similarly Situated

Plaintiff,

v.

COUNTRYWIDE FINANCIAL

CORPORATION, et al.

Defendants.

Case No. 2:10-cv-00302-MRP-MANx

ORDER RE: MOTIONS TO DISMISS

AMENDED CLASS ACTION

CONSOLIDATED COMPLAINT

I. INTRODUCTION AND BACKGROUND

From 2005 to 2007, Countrywide was the nation’s largest residential mortgage

lender. AC ¶ 4. During that period, Countrywide originated and purchased residential

mortgages and home equity lines of credit (“HELOC”) through its subsidiary

Countrywide Home Loans (“CHL”). Id . at ¶ 28. Between 2005 and 2007, CHL

originated or purchased a total of approximately $1.4 trillion in mortgage loans. See

Countrywide Fin. Corp. 2007 SEC Form 10-K (filed Feb. 29, 2008) at 29.1

Countrywide’s core business was to originate and purchase residential mortgage loans,

which it then sold into the secondary market, principally to make up pools of mortgage-

backed securities (“MBS”).

1 The Court takes judicial notice of public documents filed with the Securities ExchangeCommission. Dreiling v. Am. Express Co., 458 F.2d 942, 946 n.2 (9th Cir. 2006).

Case 2:10-cv-00302-MRP -MAN Document 222 Filed 11/04/10 Page 1 of 14 Page ID#:9534

EXHIBIT 1 -7-




-2-

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Plaintiffs filed this putative class action individually and “on behalf of a class of

all persons or entities who purchased or otherwise acquired beneficial interests in” certain

MBS in the form of certificates issued in 427 separate offerings (the “Offerings”)

between January 25, 2005 and November 29, 2007 “pursuant and/or traceable to the

Offering Documents” and were damaged thereby. AC ¶¶ 1, 186. The claims are brought

against the Countrywide Defendants2 pursuant to Sections 11, 12 and 15 of the Securities

Act of 1933. Plaintiffs contend the Countrywide Defendants made materially untrue or

misleading statements or omissions regarding Countrywide’s loan origination practices in

public offering documents associated with 427 separate offerings. Also named as

defendants are Bank of America, Countrywide special-purpose issuing trusts, several

current or former Countrywide officers and directors, and a number of banks that served

as underwriters on one or more of the offerings at issue.

On May 14, 2010, the Court appointed Iowa Public Employees’ Retirement

System (“IPERS”) as Lead Plaintiff in this action because it had the greatest financial

interest. Docket No. 120. On July 13, 2010, IPERS and three other institutions3, which

joined as named plaintiffs (collectively, “Plaintiffs”), filed an Amended Consolidated

Class Action Complaint (“AC”). Docket No. 122. All defendants filed motions to

dismiss the AC. After the motions were fully briefed, the Court heard extensive oral

argument on October 18, 2010. The Court DISMISSES the action without prejudice on

the basis of standing and the statute of limitations. Plaintiffs will have thirty (30) days to

amend their pleading. Although there are many other flaws in the AC, the Court reserves

judgment on the remaining issues until after Plaintiffs have cured the chief pleading

deficiencies which are potentially dispositive of this action.

2The operative complaint refers to Countrywide Financial Corporation (“CFC”), Countrywide

Securities Corporation (“CSC”), Countrywide Home Loans (“CHL”), Countrywide CapitalMarkets (“CCM”) as the “Countrywide Defendants.” Plaintiffs also purport to include Bank of America, and NB Holdings Corp. in this category.3 The additional named plaintiffs are the General Board of Pension and Health Benefits of theUnited Methodist Church, Orange County Employees’ Retirement System, and Oregon PublicEmployees’ Retirement System.


EXHIBIT 1 -8-




-3-

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

II. THE STATE LITIGATION

This action was commenced on January 14, 2010, nearly five years after the

earliest challenged Offering and more than two years after the last challenged Offering.

Docket No. 1. The plaintiffs and law firms that filed this action in federal court had

previously litigated a separate case, involving the same group of Offerings, in California

Superior Court. That case, Luther v. Countrywide Home Loans Servicing LP, No. BC

380698 (Cal. Super. Ct.) was dismissed with prejudice on January 6, 2010, when the

Superior Court sustained a demurrer to the complaint. The Superior Court held that the

Securities Litigation Uniform Standards Act of 1998 (“SLUSA”) gave the federal courts

exclusive subject matter jurisdiction over class action claims under the Securities Act of

1933. A week later, the plaintiffs filed this action in federal court and now argue that the

existence of the first state court putative class action lawsuit tolled the statute of

limitations for this action under the American Pipe4 tolling doctrine.

At the time that Luther was dismissed, the state court case was a consolidation of

the original Luther action, which was filed on November 14, 2007, Countrywide

Defendants’ Request for Judicial Notice (“CW RJN”) Exh. 25, and a separate suit,

Washington State Plumbing and Pipefitting Pension Trust v. Countrywide Financial

Corp. et al., No. BC 392571 (Cal. Super. Ct.) filed on June 12, 2008, CW RJN Exh. 27.

The Luther complaint had been amended on September 9, 2008. CW RJN Exh. 26.

Luther and Washington State were consolidated on October 16, 2008 when a

consolidated complaint was filed which encompassed the same 427 Offerings at issue in

this case. CW RJN Exh. 28. During the process of amendment and consolidation of

these two cases, parties and claims were dropped and added. Plaintiffs have offered no

explanation of precisely how the state litigation has preserved their claims before this

Court, nor has it offered any explanation of how the parties named in this case are

individually affected by the amendments in the state case.

4 American Pipe & Construction Co. v. Utah, 414 U.S. 538 (1974).


EXHIBIT 1 -9-




-4-

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

III. DISCUSSION

As stated, there are numerous problems caused by the generality of the allegations

in the AC, many of which Defendants have pointed out in their comprehensive motions

to dismiss. Defendants have raised many meritorious issues, and the Court will not

resolve them all in this Order. However, there are two threshold issues that the Court wil

address: standing and the statute of limitations. Today, the Court GRANTS the motion to

dismiss with leave to amend on the grounds of the statute of limitations and standing.

The Court will rule on the remaining issues after Plaintiffs have amended their complaint

to: (1) eliminate those securities for which the named Plaintiffs do not have standing, (2)

eliminate those individual defendants and claims for which the statute of limitations has

expired, and (3) allege with specificity which securities have benefitted from tolling by

the filing of which complaints during which time period.5 In other words, Plaintiffs must

trace their claims back to their accrual date and identify the putative class action that they

claim has tolled the statute of limitations for each of their claims.

A. MOTION TO DISMISS STANDARD

Under Federal Rule of Civil Procedure 12(b)(6), a district court must dismiss a

complaint if it fails to state a claim upon which relief can be granted. To survive a

motion to dismiss, the plaintiff must allege “enough facts to state a claim to relief that is

plausible on its face.” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007). This “facia

plausibility” standard requires the plaintiff to allege facts that add up to “more than a

sheer possibility that a defendant has acted unlawfully.” Ashcroft v. Iqbal, 129 S.Ct.

1937, 1949 (2009). In deciding whether the plaintiff has stated a claim, the Court must

assume the plaintiff’s allegations are true and draw all reasonable inferences in the

plaintiff’s favor. Usher v. City of Los Angeles, 828 F.2d 556, 561 (9th Cir. 1987).

However, the Court is not required to accept as true “allegations that are merely

5 Although the Court does not today rule on defendant Eric P. Sieracki’s motion to strike (DocketNo. 145), the Court notes that the AC could be considerably condensed. The AC containssuperfluous allegations, many of which are derived from complaints in other lawsuits.


EXHIBIT 1 -10-




-5-

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

conclusory, unwarranted deductions of fact, or unreasonable inferences.” In re Gilead

Scis. Sec. Litig., 536 F.3d 1049, 1055 (9th Cir. 2008). A court reads the complaint as a

whole, together with matters appropriate for judicial notice, rather than isolating

allegations and taking them out of context. Tellabs, Inc. v. Makor Issues & Rights, Ltd.,

551 U.S. 308 (2007).

B. STANDING

Standing is a threshold question in every federal case because it determines the

power of the court to entertain the suit. Warth v. Seldin, 422 U.S. 490, 498 (1975). To

establish constitutional standing, a plaintiff must demonstrate that it has personally

suffered an injury in fact that is fairly traceable to a defendant’s alleged misconduct and

is likely to be redressed by a decision in the plaintiff’s favor. Lujan v. Defenders of

Wildlife, 504 U.S. 555, 560-561 (1992). In a class action, the lead plaintiffs must show

that they personally have been injured, “not that injury has been suffered by other,

unidentified members of the class to which they belong and which they purport to

represent.” Warth, 422 U.S. at 502. Undeniably, “[a] plaintiff may not avoid the

standing inquiry merely by styling his suit as a class action.” Forsythe v. Sun Life Fin.,

Inc., 417 F. Supp. 2d 100, 119 (D. Mass. 2006).

Every court to address the issue in a MBS class action has concluded that a

plaintiff lacks standing under both Article III of the U.S. Constitution and under Sections

11 and 12(a)(2) of the 1933 Act to represent the interests of investors in MBS offerings in

which the plaintiffs did not themselves buy.6 Under Article III, Plaintiffs lack standing

6 E.g., In re IndyMac Mortgage-Backed Securities Litig., --- F. Supp. 2d ----, 2010 WL 2473243,at *3 (S.D.N.Y. June 21, 2010); Public Employees’ Retirement System of Mississippi v. Merrill

Lynch, --- F. Supp. 2d ----, 2010 WL 2175875, at *3 (S.D.N.Y. June 1, 2010); In re Wells Fargo

Mortgage-Backed Certificates Litig., 712 F. Supp. 2d 958, 965 (N.D. Cal. 2010); City of Ann

Arbor Employees’ Retirement System. v. Citigroup Mortgage Loan Trust, Inc. , 703 F. Supp. 2d253, 260-61 (E.D.N.Y. 2010); Mass. Bricklayers & Masons Fund v. Deutsche Alt-A Securities,2010 WL 1370962, at *1 (E.D.N.Y. 2010); New Jersey Carpenters Vacation Fund v. Royal Bank

of Scotland Group, PLC , --- F. Supp. 2d ----, 2010 WL 1172694, at *7-8 (S.D.N.Y. Mar. 26,2010); In re Lehman Bros. Secs. and ERISA Litig., 684 F. Supp. 2d 485, 490 (S.D.N.Y. 2010); Plumbers' Union Local No. 12 Pension Fund v. Nomura Asset Acceptance Corp. , 658 F. Supp.


EXHIBIT 1 -11-




-6-

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

because they have no personal stake in the outcome and have suffered no injury from

offerings which they did not purchase. Similarly, the 1933 Act provides a private right of

action for only a narrow group of persons. A Section 11 claim can be asserted only by

“any person acquiring such security.” 15 U.S.C. § 77k(a); In re Wells Fargo Mortgage-

Backed Certificates Litigation, 712 F. Supp. 2d 958, 963 (N.D. Cal. 2010) (“To have

standing to bring suit under Section 11, a plaintiff must have purchased a security

actually issued in the offering for which the plaintiff claims there was a false or otherwise

misleading registration statement. The burden of tracing shares to a particular public

offering rests with plaintiffs.”) Similarly, a Section 12(a)(2) claim can be asserted only

by “the person purchasing such security.” 15 U.S.C. § 77l(a). Federal courts have

consistently dismissed 1933 Act claims related to offerings in which the plaintiffs did not

purchase for lack of statutory standing.7

2d 299, 303-04 (D. Mass. 2009); In re Wash. Mut., Inc. Sec., Derivative & ERISA Litig., 259F.R.D. 490, 504 (W.D. Wash. 2009); In re Salomon Smith Barney Mutual Fund Fees Litig., 441F. Supp. 2d 579, 607 (S.D.N.Y. 2006).

7 E.g., Public Employees’ Retirement System of Mississippi v. Merrill Lynch, --- F. Supp. 2d ----,2010 WL 2175875, at *6 (S.D.N.Y. June 1, 2010) (“As with Section 11, liability under Section12(a)(2) is strict liability, but once again this is offset by the short statute of limitations and bylimiting standing to bring a Section 12(a)(2) claim to persons who have directly purchased thesecurities from the underwriting defendants in the subject public offering(s), and not in thesecondary market.”); In re Wells Fargo Mortgage-Backed Certificates Litig., 712 F. Supp. 2d958, 963-66 (N.D. Cal. 2010) (“To have standing to bring suit under Section 11, a plaintiff musthave purchased a security actually issued in the offering for which the plaintiff claims there wasa false or otherwise misleading registration statement. The burden of tracing shares to aparticular public offering rests with plaintiffs.”); City of Ann Arbor Employees’ Retirement

System. v. Citigroup Mortgage Loan Trust, Inc., 703 F. Supp. 2d 253, 260 (E.D.N.Y. 2010) (“Inaddition to Constitutional standing, a Plaintiff alleging a violation of Sections 11 or 12(s) mustsatisfy statutory standing requirements. Section 11 requires a plaintiff to show that he was apurchaser of the security at issue. As to Section 12, a plaintiff must show, as referred to above,that the defendant is a ‘statutory seller.’” (internal citations omitted)); Mass. Bricklayers &

Masons Fund v. Deutsche Alt-A Securities, 2010 WL 1370962, at *1 (E.D.N.Y. 2010); Plumbers

Union Local No. 12 Pension Fund v. Nomura Asset Acceptance Corp. , 658 F. Supp. 2d 299, 304-05 (D. Mass. 2009) (“A plaintiff has standing to bring a section 12(a)(2) claim only against theperson or entity from whom he directly purchased a security, including one who engaged inactive solicitation of an offer to buy.” (internal quotation marks and citation omitted)); In re

Wash. Mut., Inc. Sec., Derivative & ERISA Litig., 259 F.R.D. 490, 504 (W.D. Wash. 2009).


EXHIBIT 1 -12-




-7-

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Relying on this Court’s decision in In re Countrywide Fin. Corp. Sec. Litig., 588

F. Supp. 2d 1132, 1166 (C.D. Cal. 2008), Plaintiffs argue that they have standing to sue

over any offering issued pursuant to a common registration statement. Plaintiffs are

mistaken. In re Countrywide Fin. Corp. Sec. Litig. was a shareholder suit brought on

behalf of those who invested in Countrywide’s business, and is thus distinguishable. The

present suit is brought on behalf of those who invested in MBS. Each MBS is backed by

a pool of unique loans, and the representations made in the prospectus supplements

accompanying the issuance of those securities are themselves unique, focused on the

specific loans underlying each offering and the specific underwriting standards and

origination practices in effect at the time those specific loans were originated. Even

where there is a common shelf registration statement, that statement contained only an

illustrative form of a prospectus supplement. It was the final prospectus supplement filed

with the SEC “[a]t the effective date of the offering of the Certificates” that contained “a

description of the mortgage pool underlying the Certificates and the underwriting

standards by which the mortgages were originated.” AC ¶ 161. In this case, Plaintiffs’

claims rely on separate disclosures or omissions made for each Offering in the individual

prospectus supplements.

For the reasons stated in In re Wells Fargo Mortgage-Backed Certificates

Litigation and In re Lehman Bros. Mortgage-Backed Securities Litigation, Plaintiffs have

standing only with respect to the 81 Offerings in which the named plaintiffs purchased.

In re Wells Fargo Mortgage-Backed Certificates Litig., 712 F. Supp. 2d 958, 965 (N.D.

Cal. 2010); In re Lehman Bros. Secs. and ERISA Litig., 684 F. Supp. 2d 485, 490

(S.D.N.Y. 2010). Consequently, Plaintiffs must replead their causes of action with

respect to securities actually purchased by Plaintiffs. If Plaintiffs seek to representinvestors in all tranches, they must also specify in which tranches they invested. As

another district court aptly explained:

Given the length of the amended complaint in this matter, and the fact that

most of Plaintiffs’ claims have been dismissed on the ground that Plaintiffs


EXHIBIT 1 -13-




-8-

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

lack standing, the court gives Plaintiffs leave to re-plead the causes of

action that remain. The amended pleading (which will be the second such

pleading) shall plead only the causes of action with respect to securities

actually purchased by Plaintiffs. With respect to those Trusts, Plaintiffs

shall specify in the pleading the tranches in which they invested. . . . Such

pleading will put the court in a better position from which to evaluate the

merits of the claims alleged . . . .

Mass. Bricklayers & Masons Fund v. Deutsche Alt-A Securities, 2010 WL

1370962, at *1 (E.D.N.Y. April 6, 2010).

C. STATUTE OF LIMITATIONS

With respect to Section 11 and 12(a)(2) claims, Section 13 of the 1933 Act

instructs:

No action shall be maintained to enforce any liability created under section77k [Section 11] or 77l(a)(2) [Section 12(a)(2)] of this title unless brought

within one year after the discovery of the untrue statement or omission, or

after such discovery should have been made by the exercise of reasonable

diligence. . . . In no event shall any such action be brought to enforce a

liability created under section 77k or 77l(a)(1) of this title more than three

years after the security was bona fide offered to the public, or under section

77l(a)(2) of this title more than three years after the sale.

15 U.S.C. § 77m.

The filing of the Luther complaint on November 14, 2007, which contained claims

with respect to the CWALT Offerings only, establishes that Plaintiffs discovered the

basis of their CWALT claims before November 14, 2007. See CW RJN Exh. 25. The

filing of the Washington State complaint on June 12, 2008, which contained essentially

the same claims with respect to all 427 Offerings at issue in this case, establishes

Plaintiffs discovered the basis of all of their claims before June 12, 2008. See CW RJN

Exh. 27. Therefore, the one-year limitations period clearly appears to have expired for all

the Offerings identified in Luther and Washington State because this lawsuit was filed on

January 14, 2010.

Because the statute of repose bars suit more than three years after a security was

bona fide offered to the public, Plaintiffs are prohibited from bringing Section 11 claims


EXHIBIT 1 -14-




-9-

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

on any Offering that occurred before January 2007 and Section 12(a)(2) claims on any

Offerings which were sold January 2007. For Section 11 claims based on registered

securities, the relevant date is either the date of registration or the date of the prospectus

supplement, depending on whether the registration statement was filed before or after

December 1, 2005.8 For Section 12(a)(2) claims, a sale occurs when the parties enter into

a binding contract for the sale of a security and become obligated to perform. Finkel v.

Stratton Corp., 962 F.2d 169, 173 (2d Cir. 1992); Amoroso v. S.W. Drilling Multi-Rig

Partnership No. 1. 646 F. Supp. 141, 143 (N.D. Cal. 1986). These dates may be

determined as a matter of law and the Court requires the Plaintiffs to plead with respect to

each security they allege to have purchased, on what date the security was bona fide

offered to the public so the Court may determine for which securities the statute of repose

bars suit.

1. Tolling

First, the Court accepts Plaintiffs’ general proposition that they are entitled to

tolling under the doctrine of American Pipe & Construction Co. v. Utah, 414 U.S. 538

(1974), and its progeny. In American Pipe, a putative class action was filed in district

court, but was ultimately not certified because the district court found that the Rule 23

requirement of numerosity had not been met. The Supreme Court held that the statute of

limitations was tolled as to litigants who had sought to intervene to pursue claims that

were encompassed by the class action. See generally 414 U.S. at 550. In Crown, Cork &

8 For MBS Offerings pursuant to shelf registration statements filed before December 1, 2005, therelevant “offering” date is the effective date of the registration statement. See Finkel v. Stratton

Corp., 962 F.2d 169, 173 (2d Cir. 1992). The Securities Offering Reform, adopted by the SECeffective December 1, 2005, changed the rules regarding the statute of repose trigger date forshelf offerings as they relate to Section 11 liability for issuers and underwriters, but not as theyrelate to directors and officers. 17 C.F.R. §§ 230.430B(f)(2), 230.430B(f)(4); see In re

Countrywide Fin. Corp. Secs. Litig., 2009 WL 943271, at *6-7 (C.D. Cal. Apr. 26, 2009). Thenew trigger date for MBS offerings pursuant to shelf registration statements filed on or afterDecember 1, 2005 is the date of the prospectus supplement. However, with respect to directorsand signing officers, the relevant date remains the effective date of the shelf registrationstatement.


EXHIBIT 1 -15-




-10-

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Seal, the Supreme Court extended the tolling ruling to the individual claims of any person

who was a member of the purported class, not just to those who had sought to intervene.

462 U.S. 345, 350 (1983). In both cases, the litigants seeking tolling were individual

plaintiffs who sought to bring the same claims as those asserted in the class action

lawsuit. Later, the Ninth Circuit extended the rule to permit an unsuccessful putative

class action to toll for a subsequent putative class action where the plaintiffs were not

attempting to relitigate a an earlier denial of class certification, dismissal did not result

from an adverse decision on the merits, the claims were within the scope of the earlier

suit, and plaintiffs at all times vigorously pursued the litigation. Catholic Social Services,

Inc. v. Immigration and Naturalization Service, 232 F.3d 1139, 1149 (9th Cir. 2002) (en

banc).

Defendants urge the Court to hold that because American Pipe is rooted in Federal

Rule of Civil Procedure 23, the doctrine applies only when the first putative class action

lawsuit is filed in federal court, and thus does not apply here where the first action was

filed in California state court. The Ninth Circuit has not addressed this particular issue,

and this Court has devoted substantial time to its consideration. Certainly, the topic

deserves lengthy written analysis, which the Court intends to provide at a later date. For

the purposes of this Order, however, the Court merely indicates that it has concluded

American Pipe tolling applies in this case.

Moreover, the Court rejects Defendants’ argument that American Pipe tolling does

not apply to the statute of repose. Defendants’ reliance on Lampf is misplaced because

there the Supreme Court addressed the equitable tolling doctrine of fraudulent

concealment. Lampf, Pleva, Lipkind, Prupis & Petigrow v. Gilbertson, 501 U.S. 350,

363 (1991). Other courts have already recognized the distinction between the fraudulentconcealment tolling doctrine, which was incorporated into the one-year/three-year

structure of the statute of limitations, and American Pipe tolling, which is sometimes

referred to as “legal tolling”. See Joseph v. Wiles, 223 F.3d 1155, 1167-68 (10th Cir.


EXHIBIT 1 -16-






-12-

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

own standing requirements which the state court could not and would not have ignored.

Any putative class member relying on Luther and/or Washington State can fairly be

expected to understand that such a lawsuit would require a named plaintiff with standing

to protect their claims.

3. Adequacy of Pleading

Third, the Court agrees with Defendants that Plaintiffs have not adequately

pleaded their reliance on American Pipe tolling to preserve their claims. Defendants have

been very specific in their arguments about why the statute of limitations bars many of

Plaintiffs’ claims, even if American Pipe applies to permit tolling during the pendency of

the state law claims.9 In fact, some individual defendants have made a persuasive case

for why they should be eliminated from the lawsuit even if American Pipe applies.

Plaintiffs, however, failed to state in the AC that the statute of limitations is tolled and

have only generally stated in their opposition brief and at oral argument that Luther

and/or Washington State toll the statute of limitations on Plaintiffs’ claims.10 The Court

requires the Plaintiffs to explain in the AC on what basis Plaintiffs believe their claims

have been tolled, and the effect of this tolling on individual claims and individual

defendants.

Plaintiffs argue that the law does not require them to plead compliance with the

statute of limitations because the statute of limitations is an affirmative defense.

However, the Court finds the AC will not suffice as it is. The Court has before it

numerous parties and numerous securities. Because of the complicated procedural

history of the Luther case—and in particular the timing of the addition and subtraction of

9 Plaintiffs ask the Court to disregard the contents of Tabs 1-10 of the Countrywide Defendants’Appendix in Support of Their Motion to Dismiss because, they argue, “the Court is capable of synthesizing information.” Docket No. 183 at 3 n.1. The Court is, indeed, capable of synthesizing information if Plaintiffs had provided any. As explained herein, Plaintiffs haveprovided no information for the Court to synthesize with respect to the timeliness of their claims,which on their face appear barred by the statute of limitations.10 Plaintiffs refer to the timeliness of their claims in paragraphs 220 and 230 of the AC.Plaintiffs do not mention that they rely on tolling to preserve the claims.


EXHIBIT 1 -18-




-13-

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

various parties and claims—Plaintiffs must point to what lawsuit they rely upon to toll

the claims of each named investor and at what point each claim accrued against each

defendant in order to show the Court that their claims are plausible. See Iqbal, 129 S.Ct.

1937, 1949 (2009).

D. JPMORGAN IS DISMISSED

The Court GRANTS JPMorgan’s motion to dismiss. Docket No. 159. Plaintiffs

name JPMorgan Chase & Co. (“JPMorgan”) in its purported capacity as “successor-in-

interest” to Bear, Stearns & Co. Inc. (“Bear Stearns”), which allegedly underwrote a

portion of certain of the Trusts. AC ¶¶ 42, 55. However, Plaintiffs allege that Bear

Stearns merged with J.P. Morgan Securities, Inc. (“JPMSI”), a wholly-owned subsidiary

of JPMorgan, not with JPMorgan itself. AC ¶ 42. Thus, JPMorgan cannot be the

successor-in-interest to Bear Stearns, if Plaintiffs allege JPMSI is the successor-in-

interest. Plaintiffs allege JPMorgan is the corporate parent of JPMSI, AC ¶ 42, however

corporate parents are not vicariously liable for the acts of their subsidiaries. United

States v. Bestfoods, 524 U.S. 51, 61 (1998) (“It is a general principle of corporate law

deeply ingrained in our economic and legal systems that a parent corporation (so-called

because of control through ownership of another corporation’s stock) is not liable for the

acts of its subsidiaries.” (internal quotation marks and citation omitted)). The Court

therefore DISMISSES JPMorgan.


EXHIBIT 1 -19-




-14-

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

IV. CONCLUSION

For the foregoing reasons, the motion to dismiss is GRANTED with leave to

amend. Plaintiffs may file an amended complaint curing the deficiencies no later than

thirty (30) days from the date of this Order. Plaintiffs may not add parties or claims to

the complaint at this stage, but may ask for such leave at a later time. After Plaintiffs file

the Second Amended Consolidated Class Action Complaint, the Court will consider

further the other grounds for Defendants’ motion to dismiss. No additional briefing by

Defendants will be necessary, unless specifically ordered by the Court.

IT IS SO ORDERED.

DATED: November 4, 2010 __________________________________

Hon. Mariana R. Pfaelzer

United States District Judge


EXHIBIT 1 -20-




EXHIBIT 2





CENTRAL DISTRICT OF CALIFORNIA

CIVIL MINUTES - GENERAL

Case No. 2:10-cv-00302-MRP-MAN Date December 14, 2010

Title Maine State Retirement System v. Countrywide Financial Corp. et al

Present: The Honorable MARIANA R. PFAELZER

Cynthia Salyer None N/A

Deputy Clerk Court Reporter / Recorder Tape No.

Attorneys Present for Plaintiff: Attorneys Present for Defendant: None None

Proceedings: (In Chambers)

The Court indicated in its November 4, 2010 Order that it would consider further

Defendants’ respective motions to dismiss after Plaintiffs amended their complaint to explicate

the basis for tolling the statute of limitations. (Docket No. 222.) The Court has reviewed

Plaintiffs’ Second Amended Class Complaint, which was filed on December 6, 2010. (Docket No. 227.) The Court ORDERS Defendants to submit supplemental briefing that addresses

Plaintiffs’ amended allegations, but only with respect to the issue of tolling. The brief is due on

or before Monday, January 17, 2011. As usual, several defendants may join in a single brief.

There is no page limit. Plaintiffs shall not file a responsive brief.

IT IS SO ORDERED.

CV-90 (06/04) CIVIL MINUTES - GENERAL Page 1 of 1


EXHIBIT 2 -21-




EXHIBIT 3




1


SOUTHERN DISTRICT OF NEW YORK ---------------------------------------------------------------X

NEW JERSEY CARPENTERS HEALTH FUND, :

Plaintiff, : 08 Civ. 5653 (PAC)

- against - :

ORDER DLJ MORTGAGE CAPITAL, INC., et al., :

Defendants. :----------------------------------------------------------------X

Lead Plaintiff the New Jersey Carpenters’ Health Fund (“Plaintiff”) and proposed

intervenor the Public Employees’ Retirement System of Mississippi (“Miss. PERS”)

(collectively, “Movants”) request that the Court allow Miss. PERS to intervene as a named

plaintiff in this action so that other securities may be added to the action. For the reasons that

follow, the motion is DENIED.

BACKGROUND

The court assumes familiarity with the facts and allegations stated in full in its Order of

March 29, 2010. See New Jersey Carpenters Health Fund v. DLJ Mortgage Capital, Inc., et al.,

No. 08 Civ. 5633 (S.D.N.Y. Mar. 29, 2010). Nonetheless, a brief recitation of the case’s

procedural history is helpful.

On June 3, 2008, Plaintiff filed a Verified Complaint alleging violations of Sections 11,

12, and 15 of the Securities Act of 1933 (“Initial Complaint”) on behalf of all persons or entities

who purchased or acquired Home Equity Mortgage Trust (“HEMT”) Series 2006-5 certificates.

On December 5, 2008, Plaintiff filed a Lead Plaintiff motion, describing the putative class as

consisting solely of purchasers of HEMT 2006-5 certificates. The Lead Plaintiff motion was

USDC SDNY

DOCUMENTELECTRONICALLY FILED

DOC #: _________________

DATE FILED: December 15, 2010

Case 1:08-cv-05653-PAC Document 121 Filed 12/15/10 Page 1 of 5

EXHIBIT 3 -22-




2

granted on January 22, 2009. On March 23, 2009, Plaintiff filed an Amended Securities Class

Action Complaint (“Amended Complaint”) on behalf of all persons or entities who purchased or

acquired mortgage pass-through certificates issued by four trusts: HEMT Series 2006-4, HEMT

Series 2006-5, HEMT Series 2006-6, and HEMT Series 2007-2. On March 29, 2010, the Court

granted Defendants’ motion to dismiss because Plaintiff lacked standing for the three securities

offerings which Plaintiff had not purchased (HEMT 2006-4, HEMT 2006-6, and HEMT 2007-2).

The Court, however, denied Defendants’ motion to dismiss regarding Plaintiff’s claims relating

to the HEMT 2006-5 offering, because Plaintiff purchased those securities.

Miss. PERS is not a purchaser of HEMT 2006-5 certificates, which is the only security in

the case, at present. Miss. PERS, however, purchased securities from the HEMT 2006-4 and

HEMT 2006-6 (collectively, the “Two Trusts”) offerings, and now seeks to intervene as an

additional named plaintiff in order to bring in the two securities claims which were previously

dismissed. No mention is made of the fourth offering, HEMT 2007-2. On May 20, 2010, Miss.

PERS submitted a letter to the Court requesting a pre-motion conference with respect the instant

Motion, which was filed on June 18, 2010.

ANALYSIS

“A motion to intervene must be filed timely. A motion to intervene filed after the statute

of limitations had run for the movant would not be timely.” Ceribelli v. Elghanayan, 91 Civ.

3337, 1994 WL 529853, *3 (S.D.N.Y. Sept. 28, 1994). Section 13 of the 1933 Act provides that,

“[n]o action shall be maintained to enforce any liability created under [the relevant sections]

unless brought within one year after the discovery of the untrue statement or the omission, or

after such discovery should have been made by the exercise of reasonable diligence.” 15 U.S.C.

§ 77m.


EXHIBIT 3 -23-




3

According to Movants, “the earliest possible date that Movants should be charged with

this inquiry notice is when the Certificates issued by the Two Trusts were first downgraded to

“junk” status on December 20, 2007.” (Movant Repl. Mem. 8 n. 13.) As a result, for the

purposes of this discussion, the Court will assume that Miss. PERS was charged with inquiry

notice as of this date. Thus, under normal circumstances, the statute of limitations on Miss.

PERS’s claims expired on December 20, 2008. Miss. PERS, however, claims that the statute of

limitations was tolled under the doctrine of American Pipe and Construction Co. v. Utah, 414

U.S. 538 (1974), and that, under Fed. R. Civ. P. 15, the Amended Complaint related back to the

date of the Initial Complaint.

In American Pipe, the Supreme Court held that “the commencement of a class action

suspends the applicable statute of limitations as to all asserted members of the class who would

have been parties had the suit been permitted to continue as a class action.” American Pipe &

Const. Co., 414 U.S. at 553. According to the Supreme Court:

A contrary rule allowing participation only by those potential members of the class whohad earlier filed motions to intervene in the suit would deprive Rule 23 class actions of

the efficiency and economy of litigation which is a principal purpose of the procedure.

Potential class members would be induced to file protective motions to intervene or to join in the event that a class was later found unsuitable.

Id. Under Fed. R. Civ. P. 15(c)(1)(B), an “amendment to a pleading relates back to the date of

the original pleading when . . . the amendment asserts a claim or defense and arose out of the

conduct, transaction, or occurrence set out — or attempted to be set out — in the original

pleading.” As a result, contend Movants, the allegations made in the Amended Complaint

relating to the Two Trusts relate back to the date of the Initial Complaint and, thus, the statute of

limitations was tolled as of June 3, 2008, the day the Initial Complaint was filed.


EXHIBIT 3 -24-




4

The purpose of the American Pipe rule is to protect nonparties who are members of a

class for which a class action has been filed and, in the process, prevent a multitude of

duplicative suits from bombarding the courts. See Arniel v. Ramsey, 550 F.2d 774, 783 (2d Cir.

1977) (superseded on other grounds). The logic of the American Pipe case is best employed

when a class collapses. In that situation, other potential members of a class should not be

excluded from bringing their bona fide claims. But the American Pipe rule should not apply

where the plaintiff that brought the dismissed claim was found by the court to lack standing. See

Korwek v. Hunt, 827 F.2d 874, 879 (2d Cir. 1987); In re Elscint, Ltd. Sec. Litig., 674 F. Supp.

374, 376 (D. Mass. 1987). In short, where a Plaintiff lacks standing — there is no case. See In

re Citigroup Auction Rate Sec. Litig., 700 F.Supp.2d 294, 308-09 (S.D.N.Y. 2009). And if there

is no case, there can be no tolling. See Kruse v. Wells Fargo Home Mortgage, Inc., No. 02-cv-

3089, 2006 WL 1212512, *5-6, 9 (E.D.N.Y. May 3, 2006).1

In addition, it is clear that this motion does not involve an amendment (which would be

analyzed under Rule 15), but rather intervention (which is analyzed under Rule 24). Rule 24

itself “does not authorize relation back. Yet, the explicit provisions for relation back of

amendments under Rule 15(c) and of substitutions of real parties in interest under Rule 17(a),

demonstrate that Congress knew how to create such a mechanism when it so chose.” Ceribelli v.

Elghanayan, No. 91 Civ. 3337, 1994 WL 529853, *2 (S.D.N.Y. Sept. 28, 1994). Further, given

that Miss. PERS is not currently a party to Plaintiff’s action, it strains logic to suggest that Miss.

PERS could avail itself of the benefits of the relation back doctrine. In other words, a party may

not take advantage of relation back it if it is not actually a party to the action in the first instance.

1 If American Pipe applied in situations where the dismissed plaintiff was found by the court to lack standing, thiswould clearly “encourage attempts to circumvent the statute of limitation by filing a lawsuit without an appropriate

plaintiff and then searching for one who can later intervene with the benefit of the tolling rule.” Kruse, 2006 WL

1212512 at *6. This is an untenable result.


EXHIBIT 3 -25-





EXHIBIT 3 -26-




EXHIBIT 4




70+6'&56#6'5&+564+%6%1746

%'064#.&+564+%61(%#.+(140+#

9'56'40&+8+5+10

6*'*10/#4+#0#42(#'.<'4,7&)'24'5+&+0)

/#+0'56#6'4'6+4'/'065;56'/ +PFKXKFWCNN[CPF1P$GJCNHQH#NN

1VJGTU5KOKNCTN[5KVWCVGF

2NCKPVKHHU

XU 0Q%8/42/#0Z

%17064;9+&'(+0#0%+#.

%14214#6+10GVCN

&GHGPFCPVU AAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAA

4'2146'4564#05%4+261(241%''&+0)5

.QU#PIGNGU%CNKHQTPKC

/QPFC[1EVQDGT2/

9KN59KNEQZ%541HHKEKCN75&KUVTKEV%QWTV4GRQTVGT

0QTVJ5RTKPI5VTGGV.QU#PIGNGU%CNKHQTPKC

2JQPG

9+.59+.%1:1((+%+#.('&'4#.4'2146'4

EXHIBIT 4 -27-




KORNKEKVKPVGTGUVTCVGKH[QWYKNNVJGTCVGQHTGVWTP

TCVJGTVJCPVQDGRWTEJCUGFVQDGVTCFGFKPCUGEQPFCT[

OCTMGV

#PFVJGTGCUQPHQTVJCV+VJKPMKUQDXKQWU

6JGTGYCUPQUGEQPFCT[OCTMGVCVNGCUVPQVYJGPVJGUGYGTG

KUUWGF#PFCICKPO[WPFGTUVCPFKPI;QWT*QPQTKUVJCV

VTCFKPIKPVJGUGUGEWTKVKGUJCRRGPGFGZVTGOGN[GZVTGOGN[

TCTGN[

5Q;QWT*QPQTVJCVKU[GVCPQVJGTTGCUQPKPVJKU

RCTVKEWNCTECUGYJGVJGT[QWECNNKVUVCPFKPIHQTRWTRQUGU

QH5GEVKQPQT5GEVKQPYJGVJGT[QWXKGYKVCUCP

GNGOGPVQHVJGECWUGQHCEVKQPVJCVVJGTGOWUVDGUQOGMKPF

QHKPLWT[EQPVGORNCVGFD[VJGUVCVWVQT[ENCKOWPFGT

5GEVKQPCPF5GEVKQP4GICTFNGUUQHJQYNGICNN[[QW

XKGYKVKPVJKUECUGVJGTGKUPQEQORGPUCDNGKPLWT[CUVQ

VJGXCUVXCUVOCLQTKV[QHVJGOQTVICIGDCEMGFUGEWTKVKGU

VJCVVJGRNCKPVKHHUJCXGUWGFQXGT

0QYNGVOGUC[QPGVJKPI;QWT*QPQTDGECWUG

,WFIG%GFCTDCWOKPCDGPEJTWNKPIKP5GRVGODGT

5GRVGODGTPF+VJKPMHTQOVJGDGPEJKPVJGEQPVGZVQH

COQVKQPVQFKUOKUUJGCTKPIOCFGENGCTVJCVKPVJCVECUGVJG

RNCKPVKHHUYKNNDGRGTOKVVGFVQUWGQPN[YKVJTGURGEVVQ

RCTVKEWNCTVTCPEJGUVJCVVJG[RWTEJCUGTCVJGTVJCP

RCTVKEWNCTFGCNU

0QYVJKUIQGUDCEMVQVJGEQPEGRVQHUVCPFKPI

9+.59+.%1:1((+%+#.('&'4#.4'2146'4

EXHIBIT 4 -28-




+UUVCPFKPIDCUGFQPJCXKPIDQWIJVKPCRCTVKEWNCTFGCNQT

KUKVDCUGFQPJCXKPIDQWIJVCRCTVKEWNCT%75+2!

6*'%1746+JCXGIKXGPCITGCVFGCNQHVJQWIJV

VQVJGVTCPEJGU

/42#5675<'05-+#PFCU;QWT*QPQTMPQYUDGECWUG

;QWT*QPQTJCUTGCFCNNQHVJGUGECUGUCVVJKURQKPV

,WFIG%GFCTDCWOKUTGCNN[VJGNGCFKPIGFIGQHVJKUKUUWG

6*'%1746+PFGGF

/42#5675<'05-++VJKPMUJGKUVJGHKTUVLWFIG

VQJQNFCPFKVUKPVJGVTCPUETKRVCPF+ECPOCMGVJCV

CXCKNCDNGVQ;QWT*QPQTKH[QWYKUJ

6*'%1746*QYOWEJFKHHGTGPEGKUVJGTGKPVJGUG

UGEWTKVKGUVJCVYGCTGNQQMKPICVJGTGCPFVJGVTCPEJGUVJCV

YGTGRWTEJCUGF*QYOWEJ!6JG[CTGCNN###CTGPVVJG[

CNNGZEGRVCHGY!

/42#5675<'05-+#NNQHVJGUGEWTKVKGU+VJKPM

RNWURGTEGPVQHVJGUGEWTKVKGUCUVQYJKEJVJGRNCKPVKHHU

JCXGUWGFYGTG###TCVGF+DGNKGXGVJCVKUYJCVVJG[

CNNGIGF+PHCEV

6*'%17466JCVOCMGUVJGOUGPKQT

/42#5675<'05-+%QTTGEV6JCVOCMGUVJGOXGT[

UGPKQT;QWT*QPQT

$WVKPCRCTVKEWNCTOQTVICIGDCEMGFUGEWTKVKGU

QHHGTKPIVJGTGEQWNFDGFKHHGTGPVVTCPEJGUTCVGF

CNNVJGYC[HTQO###FQYPVQ$$$OKPWU

9+.59+.%1:1((+%+#.('&'4#.4'2146'4

EXHIBIT 4 -29-




6*'%1746+PFGGF

/42#5675<'05-+#PF+VJKPMKH[QWTGCFVJG

EQORNCKPVNKVGTCNN[VJGUYGGRQHKVVJGDTGCFVJQHKVVJG

UYGGRYKVJKPKVNQYGTTCVGFVTCPEJGUCUYGNNVJCVVJG

RNCKPVKHHUFKFPQVDW[KP

5Q+OGPVKQPGFVJCV+VJKPMKPVJKUECUG;QWT

*QPQTDGECWUGQHVJGVJTGUJQNF#OGTKECP2KRGVQNNKPI

SWGUVKQPCPFVJGKPCRRNKECDKNKV[QH#OGTKECP2KRGVQNNKPI

6JGVTCPEJGKUUWGXGTUWUFGCNKUUWGOC[DGNGUUUKIPKHKECPV

VJCPKPCPQVJGTECUGYJGTGVJGTGYGTGPQSWGUVKQPUCDQWVVJG

VKOGNKPGUUQHVJGENCKOUKPVJGHKTUVKPUVCPEG

$WVVJCVKUCPKUUWGVJCVKUIQKPIVQFGXGNQRKP

VJGECUGNCY#PFCVNGCUV,WFIG%GFCTDCWOJCUPQYJGNF

VJCVKPVJG)QNFOCPECUGQPN[YKVJTGURGEVVQVJGURGEKHKE

VTCPEJGUKPYJKEJVJGRNCKPVKHHUCEVWCNN[RWTEJCUGFKUVJGTG

UVCPFKPICPFYKNNUJGCNNQYVJGRNCKPVKHHUVQIQHQTYCTF

;QWT*QPQT+OIQKPIVQEGFGVJGRQFKWOVQ

VJGTGOCKPFGTQHVJGFGHGPFCPVUIKXGP;QWT*QPQTU

CNNQECVKQPKPUVTWEVKQP$WVVJGNCUVVJKPI+YQWNFUC[KU

QPGQVJGTKUUWGVJCVKUIQGUCETQUUVJGDQCTFKPVGTOU

QHVJGVJTGUJQNFFKUOKUUCNSWGUVKQPUJGTGKUVJG.QPG5VCT

ECUG

+VUFGCNVYKVJKPVJGDTKGHU6JGQPN[VJKPI+

YQWNFRQKPVQWVVQ[QW;QWT*QPQTKUVJKUIQGUVQVJG

SWGUVKQPQHYJGVJGTVJGTGJCXGDGGPCP[OKUUVCVGOGPVUIKXGP

9+.59+.%1:1((+%+#.('&'4#.4'2146'4

EXHIBIT 4 -30-






VTCPEJG

6*'%17466JG[CTG

/42#5675<'05-+VJGPVJG[FQPVJCXG

UVCPFKPIVQFQVJCVCPFVJCVKUUSWCTGN[VJGJQNFKPIQH

,WFIG%GFCTDCWOKPJGTQRKPKQPNCUVYGGMYJKEJYGUWDOKVVGF

D[YC[QHPQVKEGQHUWRRNGOGPVCNCWVJQTKV[QP(TKFC[

5Q;QWT*QPQT+YKNNGPFYJGTG+UVCTVGF+

DGNKGXG;QWT*QPQTVJCVVJGRNCKPNCPIWCIGQH

#OGTKECP2KRGCPFVJGRNCKPNCPIWCIGQHCNNVJG

5WRTGOG%QWTVRTGEGFGPVCPFVJGNCPIWCIGQHVJG%QRRGT ECUG

YJKEJKUVJG5GXGPVJ%KTEWKVCFFTGUUKPIVJGXGT[SWGUVKQP

;QWT*QPQTJCUVQCFFTGUUJGTGUC[UQPGVJKPI

6JKUCRRNKGUVQRTQOQVGGHHKEKGPE[QHVJCVHKTUV

ECUGHKNGFCUCENCUUCEVKQP6JGHKTUVECUGJGTGYCUHKNGF

KP%CNKHQTPKCUVCVGEQWTVPQVKPVJGHGFGTCNEQWTV

6QNNKPIKPVJKUECUGVQFQYJCVVJGRNCKPVKHHUCTGCUMKPI

[QWVQFQYQWNFPQVRTQOQVGVJGGHHKEKGPE[QHCENCUUCEVKQP

WPFGT4WNG+VYQWNFRTQOQVGUQOGQVJGTLWTKUFKEVKQPU

GHHKEKGPE[OC[DGDWVVJCVUPQVYJ[#OGTKECP2KRGGZKUVU

#PF+YQWNFUWDOKV[QWYQWNFPQV[QW

RGTUQPCNN[DWVVJGRNCKPVKHHUD[CTIWKPIVJKUYQWNF

GUUGPVKCNN[VYKUV#OGTKECP2KRGQWVQHTGEQIPKVKQPCPFRWNN

KVCYC[HTQOYJCVKVYCUITQWPFGFKP

#PFPQFGXGNQROGPVQHVJGNCYPQCRRNKECVKQPQH

VJKUEQPEGRVCPFRGTJCRUFKHHGTGPVHCEVUGVVKPIUVJCV

9+.59+.%1:1((+%+#.('&'4#.4'2146'4

EXHIBIT 4 -32-




EXHIBIT 5




EXHIBIT 5 -33-




EXHIBIT 5 -34-






EXHIBIT 5 -36-






EXHIBIT 5 -38-




EXHIBIT 5 -39-




EXHIBIT 5 -40-




EXHIBIT 5 -41-






EXHIBIT 5 -43-




EXHIBIT 5 -44-




EXHIBIT 5 -45-




EXHIBIT 5 -46-






EXHIBIT 5 -48-




EXHIBIT 5 -49-




EXHIBIT 5 -50-




EXHIBIT 5 -51-








EXHIBIT 5 -54-




EXHIBIT 5 -55-




EXHIBIT 5 -56-




EXHIBIT 5 -57-






EXHIBIT 5 -59-




EXHIBIT 5 -60-










EXHIBIT 5 -64-




EXHIBIT 5 -65-




EXHIBIT 5 -66-




EXHIBIT 5 -67-






EXHIBIT 5 -69-




EXHIBIT 5 -70-




EXHIBIT 5 -71-




EXHIBIT 5 -72-




EXHIBIT 5 -73-




EXHIBIT 5 -74-




EXHIBIT 5 -75-




EXHIBIT 5 -76-




EXHIBIT 5 -77-




EXHIBIT 5 -78-




EXHIBIT 5 -79-










EXHIBIT 5 -83-




EXHIBIT 5 -84-




EXHIBIT 5 -85-




EXHIBIT 5 -86-




EXHIBIT 5 -87-




EXHIBIT 5 -88-




EXHIBIT 5 -89-




EXHIBIT 5 -90-




EXHIBIT 5 -91-




EXHIBIT 6




1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

COUNTRYWIDE DEFENDANTS’ THIRD NOTICE OF RECENT AUTHORITY

Lloyd Winawer (State Bar No. 157823)[email protected] PROCTER LLP10250 Constellation Boulevard, 21st FloorLos Angeles, CA 90067Telephone: 310-788-5177

Facsimile: 310-286-0992Brian E. Pastuszenski ( pro hac vice)[email protected] H. Friedman-Boyce ( pro hac vice)[email protected] C. Devine (State Bar No. 222240)[email protected] PROCTER LLP53 State StreetBoston, MA 02109-2802Telephone: 617-570-1000Facsimile: 617-523-1231

Attorneys for DefendantsCountrywide Financial Corp.,Countrywide Home Loans, Inc., CWALT,Inc., CWMBS, Inc., CWABS, Inc.,CWHEQ, Inc., Countrywide CapitalMarkets, Countrywide Securities Corp.,and N. Joshua Adler

UNITED STATES DISTRICT COURTCENTRAL DISTRICT OF CALIFORNIA

MAINE STATE RETIREMENTSYSTEM, Individually and On Behalf of All Others Similarly Situated,

Plaintiffs,

v.

COUNTRYWIDE FINANCIALCORPORATION, et al.,

Defendants.

Case No. 2:10-CV-00302-MRP (MANx)

COUNTRYWIDE DEFENDANTS’THIRD NOTICE OF RECENTAUTHORITY IN SUPPORT OFMOTION TO DISMISS

Date: October 18, 2010Time: 1:00 p.m.Courtroom: 12Judge: Hon. Mariana R. Pfaelzer


EXHIBIT 6 -92-




1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

1


Following up on the arguments made at yesterday’s hearing on the pending

motion to dismiss, the Countrywide Defendants respectfully notify the Court of

today’s final opinion in In re Wells Fargo Mortgage-Backed Certificates Litig., No.

09-CV-01376-LHK (N.D. Cal. Oct. 19, 2010) (“Wells Fargo”) (attached hereto asExhibit A),

1and submit the transcript of proceedings held and rulings made on

September 22, 2010 in NECA-IBEW Health and Welfare Fund v. Goldman, Sachs &

Co., No. 08-CV-10783-MGC (S.D.N.Y. Sept. 22, 2010) (“ NECA-IBEW ”) (attached

hereto as Exhibit B).

In Wells Fargo, Judge Koh of the United States District Court for the Northern

District of California dismissed with prejudice claims under the Securities Act of 193

on behalf of a putative class of investors in 10 offerings of mortgage-backed securiti

(“MBS”) issued by Wells Fargo. The Countrywide Defendants respectfully draw the

Court’s attention to the following passages in Wells Fargo:

• “In American Pipe . . . the Supreme Court remarked that the Ninth Circuit

was ‘careful to note’ that ‘maintenance of the class action was denied not f

. . . lack of standing of the representative. . . .’ Thus, American Pipe did no

address the precise situation presented here. In this case, unlike in America

Pipe, the Detroit and New Orleans plaintiffs lacked standing to bring claim

regarding the ten revived Offerings.” Ex. A at 6 (emphasis in original).

• “Consistent with the analysis in American Pipe and cases applying it, the

Court finds that the facts in this case counsel against tolling the statute for

the revived claims of the New Plaintiffs. Unlike the new plaintiffs in Flag

Telecom or Enron, the New Plaintiffs here had no reason to rely on the filinof the Detroit and New Orleans complaints to protect their claims. The

original complaints did not allege that the named plaintiffs had any

1At yesterday’s hearing, counsel referenced a tentative order that had been issued in

Wells Fargo on October 5, 2010. The attached final order (which superseded thetentative order of October 5) was issued today, on October 19, 2010.


EXHIBIT 6 -93-




1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

2


ownership interest in the 37 dismissed Offerings. Thus, review of these

complaints would have revealed that the Plaintiffs in the Detroit and New

Orleans actions had no standing to bring claims as to the 37 dismissed

Offerings.” Ex. A at 8 (emphasis added).• “While the Court finds the Walters and Palmer decisions instructive, it is

unnecessary to decide today that it is beyond the power of the Court to toll

the statute of limitations where the lead plaintiff lacks standing. Rather, th

Court finds that American Pipe and the cases interpreting it support the

declination to extend tolling to claims over which the original named

Plaintiffs asserted no facts supporting standing. As a result, the Court mus

dismiss the ten revived Offerings.” Ex. A at 10 (emphasis added).

• “The March 27, 2009 Detroit complaint and the April 13, 2009 New Orlea

complaint stated many of the same factual bases now alleged in the ACC

regarding these Offerings. Specifically, these complaints cite to the same

Registration Statements and Prospectuses (Offering Documents), and many

of the same alleged misrepresentations and omissions within those Offering

Documents. . . . Although the ACC expands upon the allegations . . . the

Court finds that the information in the original Detroit and New Orleans

Complaints was sufficient to make New Plaintiffs aware of the basis for

their claims. . . . [T]he Court finds that New Plaintiffs knew or should hav

known of the basis for the revived claims more than a year before the ACC

was filed on May 28, 2010. . . . If the Detroit and New Orleans plaintiffs

were first ‘plausibly’ on notice as of May 2008, and were able to filecomplaints alleging the basis for their claims as of March and April the

following year, this indicates that a reasonably diligent investor should hav

been able to do the same.” Ex. A at 10-11.

In NECA-IBEW , Judge Cedarbaum clarified her earlier ruling on standing date

January 28, 2010 (which is attached to the Countrywide Defendants’ motion to


EXHIBIT 6 -94-






1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

4


class. I do not know how many cases have addressed that particular issue.”

Ex. B at 57:12-14, 58:8-11.

Finally, in response to the Court’s questions regarding the existence of state la

claims in the state court litigation, the Countrywide Defendants respectfully notify thCourt that no state law claims were asserted in any complaints filed in either the

Luther or the Washington State action.2

Dated: October 19, 2010 GOODWIN PROCTER LLP

/s/ Brian E. Pastuszenski___________________Brian E. Pastuszenski ( pro hac vice)Lloyd Winawer (State Bar No. 157823)Inez H. Friedman-Boyce ( pro hac vice)Brian C. Devine (State Bar No. 222240)

Counsel for the Countrywide Defendants

2The First Amended Complaint in Luther , filed on September 9, 2008 and submitted

as Ex. 26 to the Countrywide Defendants’ Request for Judicial Notice, had attached it a complaint from another action that asserted state law claims. But, the Luther andWashington State plaintiffs themselves did not assert any state law claims.


EXHIBIT 6 -96-




EXHIBIT 7




514005_1

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

ROBBINS GELLER RUDMAN& DOWD LLP

DARREN J. ROBBINS (168593)[email protected] A. BURKHOLZ (147029)[email protected]

THOMAS E. EGLER (189871)[email protected] S. DROSMAN (200643)[email protected] H. SAHAM (188355)[email protected] West Broadway, Suite 1900San Diego, CA 92101Telephone: 619/231-1058619/231-7423 (fax)

BARROWAY TOPAZ KESSLERMELTZER & CHECK, LLP

SEAN M. [email protected] L. [email protected] King of Prussia RoadRadnor, PA 19087Telephone: 610/667-7706610/667-7056 (fax)

[Proposed] Co-Lead Counsel for Plaintiff

UNITED STATES DISTRICT COURTCENTRAL DISTRICT OF CALIFORNIAWESTERN DIVISION

MAINE STATE RETIREMENTSYSTEM, Individually and On Behalf of All Others Similarly Situated,

Plaintiff,

vs.

COUNTRYWIDE FINANCIAL

CORPORATION, et al.,Defendants.

)))))))))

))))

No. 2:10-cv-00302-MRP(MANx)

CLASS ACTION

DECLARATION OF SPENCER A.BURKHOLZ IN SUPPORT OFMOTION FOR APPOINTMENT ASLEAD PLAINTIFF AND APPROVALOF SELECTION OF COUNSEL

DATE: May 3, 2010TIME: 11:00 a.m.CTRM: 12JUDGE: Hon. Mariana R. Pfaelzer

Case 2:10-cv-00302-MRP-MAN Document 88 Filed 04/02/10 Page 1 of 5

EXHIBIT 7 -97-




- 1 -514005_1

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

I, SPENCER A. BURKHOLZ, declare as follows:

1. I am an attorney duly licensed to practice before the courts of the State of

California and this Court. I am a member of Robbins Geller Rudman & Dowd LLP

proposed lead counsel for Vermont Pension Investment Committee, Mashreqbank

p.s.c., Pension Trust Fund for Operating Engineers, Operating Engineers Annuity

Plan, Washington State Plumbing & Pipefitting Pension Trust and Maine Public

Employees Retirement System (collectively, the “Institutional Investor Group”) in the

above-captioned action. I make this declaration in support of the Institutional Investor

Group’s Motion for Appointment as Lead Plaintiff and Approval of Selection of

Counsel. I have personal knowledge of the matters stated herein and, if called upon, I

could and would competently testify thereto.

2. Attached are true and correct copies of the following exhibits:

Exhibit A: Notice of class action published on Business Wire, a national

business-oriented publication, dated February 1, 2010;

Exhibit B: Institutional Investor Group’s sworn certifications;

Exhibit C: Robbins Geller Rudman & Dowd LLP firm résumé; and

Exhibit D: Barroway Topaz Kessler Meltzer & Check, LLP firm résumé.

I declare under penalty of perjury under the laws of the United States of

America that the foregoing is true and correct. Executed this 2nd day of April, 2010

at San Diego, California.

s/ SPENCER A. BURKHOLZSPENCER A. BURKHOLZ


EXHIBIT 7 -98-




514005_1

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

CERTIFICATE OF SERVICE

I hereby certify that on April 2, 2010, I electronically filed the foregoing with

the Clerk of the Court using the CM/ECF system which will send notification of such

filing to the e-mail addresses denoted on the attached Electronic Mail Notice List, and

I hereby certify that I have mailed the foregoing document or paper via the United

States Postal Service to the non-CM/ECF participants indicated on the attached

Manual Notice List.

I certify under penalty of perjury under the laws of the United States of America

that the foregoing is true and correct. Executed on April 2, 2010.

s/ Spencer A. BurkholzSPENCER A. BURKHOLZ

ROBBINS GELLER RUDMAN& DOWD LLP

655 West Broadway, Suite 1900San Diego, CA 92101-3301Telephone: 619/231-1058619/231-7423 (fax)

E-mail: [email protected]


EXHIBIT 7 -99-

Case 2:10-cv-00302-MRP -MAN Document 231-2 Filed 01/17/11 Page 100 of 211 PageID #:9921



EXHIBIT B

Case 2:10-cv-00302-MRP-MAN Document 88-2 Filed 04/02/10 Page 1 of 27

EXHIBIT 7 -100-




CERTIFICATION OF NAMED PLAINTIFFPURSUANT-TO FEDERAL SECURITIES LAWS

VERMONT PENSION INVESTMENT COMMITTEE ("Plaintiff') declares:I. Plaintifthas reviewed a complaint and authorized its tiling.

2. Plaintiffdid not acquire the security that is the subject ofthis action at the

direction of plaintiff's litigatiòn counselor in order to participate in this private action

or any other litigation under the federal securities laws.

3. Plaintiff is willing to serve as a representative party on behalf of the

class, including providing testimony at deposition and trial, ifnecessary.

4. Plaint.iff has relied upon litigation counsel's review of the custodial

records in order to determine that Plaintiff has made the following transaction(s)

during the Class Period in the securities that are the subject of this action:

Security Transaction Date Price Per Share

See attached Schedule A.

5. Plaintiffhas not sought to serve or served as a representative party for a

class in an action filed under the federal securities 18\\'s except as detailed below

during the three years prior to the date of this Certification:

In ,.1: Socit/é Générä/e Sec. Lilig.. No. 08-ely -02495(GEL) (S.D.N. Y.)

6. The Plaintiffwill not accept any payment for serving as a representative

party on behalf of the class beyond the Plaintiffs pro rata share of any recovery.

('WAL.T

¡':í


CERTIFICATION OF NAMED PLAINTIFFPURSUANT-TO FEDERAL SECURITIES LA WS

VERMONT PENSION INVESTMENT COMMITTEE ("Plaintiff") declares:I. Plaintiffhas reviewed a complaint and authorized its tiling.

2. Plaintiffdid not acquire the security that is the subject ofthis action at the

direction ofplaintiff's litigation counselor in order to participate in this private action

or any other litigation LInder the federal securities laws.



4. Plaint.iff has relied upon litigation counsel's review of the custodial

records in order to determine that Plaintiff has made the following transaction(s)

during the Class Period in the securities that are the subject of this action:

Security Transaction Price Per Share


5. Plaintiffhas not sought to serve or served as a representative party for a

class in an action filed under the federal securities 18\\'s except as detailed below


111 rl : Sociele Genr!rti/(! Sec. Lilig.. No. 08-e1Y-02495(GEL) (S.D.N. Y.)


party on behalf of the class beyond the Plaintiffs pro rata share of any recovery.

CWA!.T

EXHIBIT 7 -101-




except such reasonable costs and expenses (including lost wages) directly relating to

the representation' of the class as ordered or approved by the court.

I declare under penalty of perjury that the foregoing is true and correct.

Executed this 25thday of January, 20 10.

VERMONT PENSION INVESTMENTCOMMJITEE

By: Wil(6E($I~: Legal Counsel

- 2-CWALT



the representation'of the class as ordered or approved by the court.


Executed this 2Sthday of January ,2010.

VERMONT PENSION INVESTMENTCOMMJITEE

By: Wil(6E($I ~ : Legal Counsel

-2 -CWALT

EXHIBIT 7 -102-




Acquisitions

Date FaceAcquired Amount Price

09/28/2005 470,000 $100.00

09/28/2005 545,000 $101.16

12/14/2005 500,058 $99.97

12/29/2005 3,558,935 $98.66

01/26/2006 360,000 $100.17

01/26/2006 366,363 $99.69

03/29/2006 335,000 $100.00

03/29/2006 465,000 $100.65

04/12/2006 575,000 $100.00

05/25/2006 760,000 $99.61

06/05/2006 358,585 $100.05

06/14/2006 2,775,000 $100.00

06/16/2006 2,895,000 $100.00

06/22/2006 2,690,000 $99.80

06/27/2006 1,751,946 $99.38

07/27/2006 82,912 $99.67

07/27/2006 77,793 $99.34

07/27/2006 55,499 $99.68

SCHEDULE A

SECURITIES TRANSACTIONS

CWALT 2005-63 3A1

Mortgage Pass-Through Certificates

CWALT 2006-2CB A3


CWHL 2006-HYB3 2A1A


CWL 2006-S2 A2Mortgage Pass-Through Certificates

CWHL 2006-HYB3 2A1A


CWL 2006-9 1AF3


Type ofAsset


CWL 2006-11 1AF3


CWHL 2006-HYB4 1A2


CWHL 2006-HYB4 1A2


CWALT 2006-2CB A3


CWHL 2006-1 A2


CWL 2006-S2 A2


CWHL 2006-HYB3 3A1A


CWL 2005-12 2A2


CWALT 2005-63 3A1


CWL 2005-4 3AV1


CWALT 2005-11CB 2A8



EXHIBIT 7 -103-




Date Face

Acquired Amount Price

07/27/2006 77,600 $100.29

07/27/2006 61,159 $98.20

08/23/2006 850,000 $100.00

09/07/2006 3,443,278 $98.31

09/27/2006 2,155,000 $100.00

10/30/2006 449,596 $99.13

11/07/2006 3,955,793 $97.72

11/17/2006 3,180,000 $100.00

12/06/2006 3,300,000 $100.00

12/14/2006 1,480,000 $100.00

01/03/2007 2,395,289 $99.02

01/18/2007 388,859 $99.13

03/28/2007 225,140 $99.88

07/10/2007 896,724 $99.40

09/24/2007 1,144,552 $97.92

01/29/2008 866,673 $93.00

02/11/2008 600,000 $90.00

02/21/2008 555,000 $93.78

02/26/2008 435,000 $86.25

02/28/2008 540,000 $86.00

Type of

Asset

CWALT 2005-J10 1A16


CWHL 2007-5 A2


CWHL 2005-HYB8 4A1


CWALT 2006-43CB 1A6


CWALT 2005-26CB A6


CWHL 2007-3 A12


CWHL 2005-29 A1


CWHL 2006-1 A3

Mortgage Pass-Through CertificatesCWALT 2005-63 3A1


CWALT 2005-63 3A1


CWHL 2005-23 A1


CWL 2006-S7 A3


CWL 2006-24 2A1



CWL 2006-15 A3


CWHL 2005-HYB8 4A1


CWL 2006-S6 A2


CWALT 2006-33CB M


CWHL 2006-HYB3 3A1AMortgage Pass-Through Certificates

CWHL 2006-1 A2Mortgage Pass-Through Certificates


EXHIBIT 7 -104-




Date Face

Acquired Amount Price

03/04/2008 345,939 $81.00

03/24/2008 911,428 $76.50

01/23/2009 192,272 $82.25

01/23/2009 383,753 $77.25

10/02/2009 950,000 $77.06

10/14/2009 342,676 $89.94

10/15/2009 710,861 $66.06

10/19/2009 542,952 $63.56

Sales

Date Face

Sold Amount Price

06/13/2006 918,828 $99.91

08/01/2006 470,000 $98.89

09/27/2006 475,000 $100.06

01/26/2007 449,148 $98.50

09/17/2007 314,978 $98.75

09/25/2007 1,500,000 $92.72

03/26/2008 650,000 $81.63

03/26/2008 525,000 $81.38

03/26/2008 1,020,000 $71.88

Type of

Asset

CWALT 2007-17CB 1A3


CWALT 2007-19 1A34


CWALT 2005-46CB A20


CWALT 2007-22 2A16Mortgage Pass-Through Certificates

Type of

Asset

CWL 2006-9 1AF3


CWL 2006-11 1AF3


CWL 2006-S3 A2


CWL 2006-S6 A2


CWALT 2006-33CB M


CWALT 2006-2CB A3


CWL 2006-S7 A3


CWHL 2006-HYB3 2A1AMortgage Pass-Through Certificates

CWL 2005-12 2A2Mortgage Pass-Through Certificates

CWALT 2005-54CB 1A7


CWALT 2005-64CB 1A7


CWHL 2007-9 A13


CWALT 2005-J1 3A1



EXHIBIT 7 -105-









CERTIFICATION OF NAMED PLAINTIFF

PURSUANT TO FEDERAL SECURlTIES LAWS

MASHREQBANK, P.S.c. ("Plaintiff') declares:

1. Plaintiff has reviewed a complaint and authorized its filing.

2. Plaintiff did not acquire the security that is the subject of this action at

the direction of plaintiffs counselor in order to participate in this private action or

any other litigation under the federal securities laws.

3. Plaintiff is willing to serve as a representative palty on behalf of the

class, including providing testimony at deposition and trial, if necessary.

4. Plaintiff has made the following transaction(s) during the Class Period

in the securities that are the subject of this action:



5. Plaintiff has not sought to serve or served as a representative party for

a class in an action filed under the federal securities laws except as detailed below

during the three years prior to the dateof

this Certification: None6. The Plaintiff will not accept any payment for servmg as a

representative party on behalf of the class beyond the Plaintiffs pro rata share of

any recovery, except such reasonable costs and expenses (including lost wages)

directly relating to the representation of the class as ordered or approved by the

court.

CWALT

EXHIBIT 7 -108-






Executed this 23rd day ofMarch, 20 IO.

MASHREQBANK , P.S.c.

By: f -""'--1

Nabeel Waheed

Its: Head ofTreasury

- 2-CWALT

EXHIBIT 7 -109-




Purchase(s):

Date Face Amount Price

07/13/2005 1 000 000 100.00

08/25/2005 1 000 000 100.00

08/29/2005 333 256 100.05

09/14/2005 1 000 000 100.00

09/19/2005 1 000 000 100.00

09/29/2005 1 000 000 100.00

09/29/2005 1 000 000 100.00

11/30/2005 991 291 100.13

12/06/2005 996 932 100.08

12/09/2005 996 932 100.08

12/21/2005 1 000 000 100.00

01/05/2006 1 000 000 100.00

02/07/2006 1 000 000 100.11

02/08/2006 995 170 100.21

06/27/2006 204 055 100.03

09/07/2006 30 355 000 99.97

09/15/2006 500 000 100.00

07/31/2007 10 000 000 100.09

08/10/2007 558 348 97.92

CWALT 2005-38 A3


CWALT 2005-51 2A1


CWALT 2005-51 4A1


CWALT 2005-59 1A2A



CWALT 2005-62 1A1


CWALT 2005-76 3A1


CWHL 2006-3 1A1


Type of Asset

BONDS

CWALT 2005-62 1A1


CWALT 2005-76 3A1


CWHL 2005-59 1A2A


BONDS

CWALT 2006-28CB A8


CWALT 2007-24 A4


CWHL 2005-HYB4 2A1


SCHEDULE A


BONDS

CWALT 2005-51 1A1


CWALT 2005-51 4A1



EXHIBIT 7 -110-




Sale(s):

Date Face Amount Price

04/30/2008 1 000 000 60.00

07/23/2008 558 348 72.00

02/28/2008 220 312 88.19

10/02/2008 445 381 56.06

10/02/2008 402 976 56.06

10/02/2008 601 832 56.06

10/03/2008 342 979 60.93

10/03/2008 661 559 56.69

10/03/2008 278 677 60.50

06/09/2006 1 603 605 42.00

06/09/2006 1 781 770 35.00

CWALT 2005-76 3A1


CWALT 2005-51 1A1


CWALT 2005-51 2A1


CWALT 2005-51 4A1



CWALT 2005-59 1A2A


Type of Asset

BONDS

CWALT Floating MBS 8/36

CWALT Floating MBS 10/37

CWHL 2005-HYB4 2A1


CWALT 2005-38 A3



EXHIBIT 7 -111-





CERTIFICATION OF NAMED PLAINTIff

PURSUANT TO FEDERAL SECURlTIES LAWS

PENSION TRUST FUND FOR OPERATING ENG INEERS ("Plai nti fr')

declares:

I . Plaintiff bas rev iewed a complaint and autborized its filing .

2. Plaintiff did not acq uire the secmily that is the subject of this action at the

direction of plainti ffs counse l or in order to participate in thi s private action or any

other lit igation under the fe deral securi ti es laws.



4 . PI ainti rf has macle the fo llowing transaction(s) during the Class Period in

the securi ties that are the subject of this ac tion:

Secmitv Transaction Price Per Share


s. (0) Plaint iffhas been appointed to serve as a representat ive pal1y Cor a

class in the fol lowing actions filed under the federal securities laws du ring the three

years prior to the dale of thi s Ce rtification :Il j I'c Yohoo! 1m ', S(!c. Litig., No. 4:0S -c\'-O:! 150-CW (N .D. CO'll.)

III re I.itlrmcm fJro lhers equily/Debt Sec. LHig., No. 08 ·c,,-05523 -LAK (S.D.N.Y ,)

Inri! Mo!ridiall FllIU/,f Gnmp ,\ec:, & fRISA Liljg . No. 09 -md-2082 (S.D .N,Y.)

In re /lIrHin ClIpital Manogt!fII(!lIf Lltl. ~ " . & EI?lSA Lili15 . No.1 :09-1l1d-02075-TPG (S.D.N .Y.)

(b) Plaintiff is seek ing to serve as a representative pal1y for a class in

the fo llow ing actions tiled uncleI' the federa l securit ies laws:I'elly/un Tr/l.\'t Fw/(Ifar Opi.!rtlting Ellgfm!l!rs v. SIJ'IICIW't!d.· L·sr.!f ,\.fOl'1gaXf: t"VC:SII1HfIl1J 11111(: . r: f 0/" No, 09-c\'.

06172 (S.D.N. Y.)

111111', UenN N r ) l d i l l g ~ Inc., IJ( cll., No, 3:09-cv-0420S-JSW (N.D. enl.)

(e) P lai ntiff initia lly sought to serve as a represen tative party for a

class in the following actions fi led uncleI' the fecleral secu riti es laws during the threeyears prior to the date of this Certitica lion :

POI'P{tS v. Cwmlr)'uoirl..: f'jlJtJlII,:/rsl Corp . d al . No. : ! ; ( ) c ' 0 5 2 9 S M " N ~ ) (CD. Cill,)

(,W ,,1. r

! , :

EXHIBIT 7 -112-






PaJ1y on bebalf of the class beyond tbe Plaintiffs pro rata share of any recovery,


the representation of th e class as ordered or approved by the court.

1 declare under penalty of pCljury that the foregoing is true and correct.

Exe.Cllted this 21st: day of January ,2010.

PENSION TRUST FUND FOROPERATING ENGINEERS

~ r ) ( ~ ' , B y , .

Thomas J . Hendn.cks -- - --Execut ive Director

- 2 -Cw .\I .T

EXHIBIT 7 -113-




Acquisitions

Date FaceAcquired Amount Price

09/27/2005 - SD 5,700,000 $100.00

09/28/2005 - SD 5,700,000 $100.00

09/29/2005 - SD 5,700,000 $100.00

09/29/2005 - SD 5,700,000 $100.00

09/30/2005 - SD 5,700,000 $100.00

09/30/2005 - SD 6,400,000 $100.00

11/30/2005 - SD 2,800,000 $100.00

04/28/2008 - SD 16,675,000 $83.00

Sales

Date Face

Sold Amount Price

10/24/2007 - SD 5,700,000 $96.78

01/11/2010 - SD 6,400,000 $56.75

CWALT 2005-72 A1


CWALT 2005-62 2A1


CWL 2005-AB3 2A1


CWL 2005-11 AF1


CWALT 2005-56 3A1



SCHEDULE A


CWHEL 2005-H 2A


CWALT 2005-59 1A1


Type ofAsset

Type of

Asset

CWHEL 2005-H 2A


CWALT 2005-59 1A1



EXHIBIT 7 -114-





CE RTIFI CATION Of NAMED PLA INTIFF

PUR SUANT TO FEDERAL SECURITIES LAWS

OPERAT ING ENG INEE RS ANN UITY PL AN (,'Plai ntiff ') declares:

I . Plaintil'I' has reviewed a compl ai nt and au thorized its filing .

2 . Pl aint iff d id not acquire the security that is the subjec t ofthi s action at the

direction of pI aint iffs counse l or in order to participa te in th is priva te ac tion o r any

o th er litiga tion under the fe deral securi ties laws.

3. Plain tiff is w ill ing to se rve as a representa tive party on behalf o f th e

c lass, in cluding providing testimo ny at depos iti on and tr ial, if necessary.

4. Plainti ff has made the fo llow ing transac tion(s) during thc Class Period in

th e securities that are the subj ect of this action :

Secu rity Transac tion Price Per Share

See attached Schedul e A.

5. Pla in t iffh as not so ught to serve or served as a rep resentative party fo r a

class in an ac tion ti led uncleI' the federal securities laws except as de tnil ed below

during the three years pri or to the date of this Cert ificat ion:

6. The Pla inti ff w ill not accept any pay men t fo r se rvi ng as a representative

pa rty on beha lf of the class beyond the Pla imilTs pro rata shme of ony recovery ,

CWA!:r

EXHIBIT 7 -115-






the representation of the class as ordered or approved by the court.

1 declare un der penalty of peljury that the foregoing is true and correct.

Executed thi s 21 s t day of Janu a ry , 20 IO.

OPERATING ENGINEERS ANNUITY

PLAN

B d ~ = > < - - S ? v _Thomas J . Hendr i cks

ItS: Exe cu t ive Direc t or

- 2 -('WALT

EXHIBIT 7 -116-





Acquisitions

Date

Acquired

12126/2006 - SO

Sales

Dat e

Sold

01/31/2008 - SO

SCHEDULE A


Type of

Asset

CWALT 2005-76 2A1

Mortgage Pass-Through Ce rlincates

Type of

Asset

CWALT 2005-76 2A1

Mortgage Pass-Through Certi ficates

'Settlement dates are indicated with "SD" attached to the date.

Face

Amount

4.950,000

Face

Amount

4,950,000

$100.34

S92 .00

EXHIBIT 7 -117-






PURSUANT TO FEDERAL SECURITIES LAWS

WASHINGTON STATE PLUMBING & PIPEFITTING PENSION TRUST

("Plaintiff ') declares:


2. Plaint iff did not acquire the security that is the subject of this action at the

direction of plaintiff's counselor in order to participate in this private action or any

other litigation under the federal securities laws.



4. Plaintiffhas made the following transaction(s) during the Class Period inthe securities that are the subject of this action:



5. Plaintiff has not sought to serve or served as a representative party for a

class in an action filed under the federal securities laws except as detailed below


NIA

CWALT

EXHIBIT 7 -118-






Acquisitions

Date

Acquired

Type of

Asset

Face

Amount Price

06/24/2005CWABS 2005-7 AF2Mortgage Pass-Through Certificate

105,000 $100.00

09/28/2005CWABS 2005-12 2A2Mortgage Pass-Through Certificate

200,000 $100.00

09/28/2005CWALT 2005-63 3A1Mortgage Pass-Through Certificate

225,000 $101.16

01/26/2006 CWALT 2006-2CB A3Mortgage Pass-Through Certificate

155,000 $100.17

01/26/2006CWMBS 2006-1 A2Mortgage Pass-Through Certificate

158,427 $98.71

03/29/2006CWMBS 2006-HYB3 3AMortgage Pass-Through Certificate

140,000 $100.65


155,000 $100.00

06/16/2006CWHEQ 2006-S3 A2

Mortgage Pass-Through Certificate120,000 $100.00

06/22/2006CWABS 2006-11 1AF3Mortgage Pass-Through Certificate

185,000 $99.80

06/27/2006CWMBS 2006-HYB4 1A2Mortgage Pass-Through Certificate

120,000 $99.38

08/23/2006CWABS 2006-15 A3Mortgage Pass-Through Certificate

60,000 $100.00

09/27/2006CWHEQ 2006-S6 A2Mortgage Pass-Through Certificate

145,000 $100.00

10/30/2006 CWALT 2006-33CB MMMortgage Pass-Through Certificate

59,946 $99.13


272,044 $97.72


220,000 $100.00

SCHEDULE A



EXHIBIT 7 -120-





105,000 $100.00


166,277 $99.02

01/18/2007 CWMBS 2006-1 A3Mortgage Pass-Through Certificate

46,494 $99.13

09/24/2007CWMBS 2005-HYB8Mortgage Pass-Through Certificate

75,464 $97.92


183,071 $83.00

07/29/2008CWMBS 2005-HYB8Mortgage Pass-Through Certificate

15,794 $61.55

Sales

Date

Sold

Type of

Asset

Face

Amount Price


152,319 $100.00


70,000 $98.89


20,000 $98.50


30,000 $100.06


130,000 $99.30


80,556 $93.85

01/26/2007CWALT 2006-33CB MMMortgage Pass-Through Certificate

59,886 $98.50

09/17/2007

CWALT 2006-2CB A3

Mortgage Pass-Through Certificate 118,180 $98.75


40,000 $58.50


156,525 $59.41


EXHIBIT 7 -121-




08/28/2008CWABS 2006-11 1AF3Mortgage Pass-Through Certificate

185,000 $71.06


118,771 $81.75

12/18/2008 CWMBS 2005-29 A1Mortgage Pass-Through Certificate

40,114 $64.18


120,581 $86.50


165,816 $29.25


220,000 $37.00

12/23/2009CWMBS 2005-HYB8

Mortgage Pass-Through Certificate

75,219 $75.63


EXHIBIT 7 -122-






PURSUANT TO FEDERAL SECURITIES LAWS

MAINE PUBLIC EMPLOYEES RETIREMENT SYSTEM ("Plaintiff')

declares:


2. Plaintiff did not acquire the security that is the subject of his action at the

direction of plaintiffs counselor in order to participate in this private action or any

other litigation under the federal securities laws.



4. Plaintiffhas made the following transaction(s) during the Class Period inthe securities that are the subject of this action:



5. Plaintiff has not sought to serve or served as a representative party for a

class in an action filed under the federal securities laws except as detailed below


III re Eli Lilly & Co. Sec. Litig., No. 1:07-cv-01310-JBW (E.D.N.Y.) (appointed)

Maille Public Employees Retirement System v. American International Group, Inc., No. 08-cv-

5464 (S.D.N.Y.), which was consolidated with III re American International Group, Inc.

2008 Securities Litigation, No. 08 Civ. 4772 (S.D.N.Y.) (named plaintiff)

In re Wachovia Equity Securities Litigation, No.1 :08-cv-6171 (S.D.N.Y.) (not appointed)

Kairalla v. Amgen Inc., el al., No. CV 07-2536 (C.D. Cal.) (not appointed)

Gold t'. Morrice. el al., No. CV 07-931 (C.D. Cal.) (not appointed)


party on behalf of the class beyond the Plaintiffs pro rata share of any recovery,

CWALT

EXHIBIT 7 -123-





ex cept sllch reasonable costs and ex penscs (including los t wages) directly relating to

the representation of the class as o rd ered or approved by the court.

I declare und er pena lly of' pcrjul)1 th at the forego ing is true and correct.

Executed this -3/"'7a)' of .20 10.

MAINE PUBLIC EMPLOYEES

RETIREMENT SYSTEM

B ~ : : ; c. TV Lli S: ChiefDeputy Executivc Director and

Gene ral Cou nsel

- 2 -CWALT

EXHIBIT 7 -124-




Acquisitions

Date

Acquired

Type of

Asset

Face

Amount Price

06/09/2005CWABS 2005-5 2A1Mortgage Pass-Through Certificates

3,600,000 $100.00


4,000,000 $100.00


2,000,000 $100.00

11/28/2005 CWABS 2005-HYB9 3A2Mortgage Pass-Through Certificates

6,800,000 $99.72

12/22/2005CWALT 2005-81 A1Mortgage Pass-Through Certificates

10,045,000 $100.00

06/13/2006CWALT 2006-HY12 A1Mortgage Pass-Through Certificates

7,200,000 $100.94

07/18/2006CWMBS 2006-HYB5 2A1Mortgage Pass-Through Certificates

7,100,000 $99.62

11/20/2006CWABS 2005-9 2A2

Mortgage Pass-Through Certificates600,000 $99.98


1,328,149 $99.98


1,600,158 $100.00


842,440 $99.98

11/20/2006CWALT 2006-HY12 A1Mortgage Pass-Through Certificates

1,399,614 $100.95

11/20/2006 CWMBS 2006-OA2 A1Mortgage Pass-Through Certificates

2,020,025 $99.98

11/20/2006CWMBS 2006-OA2 A2AMortgage Pass-Through Certificates

1,663,005 $100.00

SCHEDULE A



EXHIBIT 7 -125-








<DOCUMENT>

<TYPE>424B5

<SEQUENCE>1

<FILENAME>v13639e424b5.txt

<DESCRIPTION>CWALT, INC.- REGISTRATION NO.333-125902

<TEXT>

<PAGE>

As filed pursuant to Rule 424(b)(5)under the Securities Act of 1933

Registration No. 333-125902

PROSPECTUS SUPPLEMENT

(TO PROSPECTUS DATED OCTOBER 25, 2005)

$1,559,819,100

(APPROXIMATE)

CWALT, INC.

DEPOSITOR

[COUNTRYWIDE HOME LOANS LOGO]SELLER

COUNTRYWIDE HOME LOANS SERVICING LP

MASTER SERVICER

ALTERNATIVE LOAN TRUST 2005-62

ISSUER

MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-62

DISTRIBUTIONS PAYABLE MONTHLY, BEGINNING NOVEMBER 25, 2005

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

The following classes of certificates are being offered pursuant to thisprospectus supplement and the accompanying prospectus:

<Table>

<Caption>

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

INITIAL CLASS PASS-THROUGH

CERTIFICATE BALANCE RATE

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

<S> <C> <C> <C>

Class 1-A-1 $ 262,595,000 Variable Class A-R

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

Class 1-A-2 $ 175,064,000 Variable Class M-X

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

Class 1-X-1 N/A Variable Class M-1------------------------------------------------------------------------------------

Class 1-X-2 N/A Variable Class M-2

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

Class 1-X-3 N/A Variable Class M-3

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

Class 2-A-1 $ 408,902,000 Variable Class M-4

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


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


EXHIBIT 8 -127-




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


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

Class 2-X-1 N/A Variable Class B-1

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

Class 2-X-2 N/A Variable Class B-2

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

</Table>

<Table>

<S> <C>

Each of the Class 1-X-1, Class 1-X-2, Class 1-X-3, C

CONSIDER CAREFULLY THE RISK 2-X-1, Class 2-X-2 and Class M-X Certificates will c

FACTORS BEGINNING of one interest-only component and one principal and

ON PAGE S-9 IN THIS interest component. The pass-through rate for each c

PROSPECTUS SUPPLEMENT AND ON certificates listed above is variable and is calcula

PAGE 5 IN THE PROSPECTUS. described in this prospectus supplement under "Descr

of the Certificates -- Interest."

The assets of the trust will consist primarily of a

consisting of two loan groups of 30-year conventiona

adjustable rate, negative amortization mortgage loan

secured by first liens on one- to four-family reside

properties.</Table>

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND

EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES

AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE

ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY

REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Deutsche Bank Securities Inc. will offer the certificates listed above to the

public at varying prices to be determined at the time of sale. The proceeds to

the depositor from the sale of the offered certificates are expected to be

approximately $1,583,825,157, plus accrued interest, before deducting expenses.

The offered certificates will be purchased by Deutsche Bank Securities Inc. onor about October 31, 2005. See "Method of Distribution" in this prospectus

supplement.

DEUTSCHE BANK SECURITIES

October 28, 2005

<PAGE>

TABLE OF CONTENTS

<TABLE>

<CAPTION>

PROSPECTUS SUPPLEMENT PAGE

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

<S> <C>

Table of Contents....................................................... S-2

Summary................................................................. S-3Risk Factors............................................................ S-9

The Mortgage Pool....................................................... S-19

Servicing of Mortgage Loans............................................. S-58

Description of the Certificates......................................... S-63

Yield, Prepayment and Maturity Considerations........................... S-92

Credit Enhancement...................................................... S-101

Subrogation of Insurer.................................................. S-105

Use of Proceeds......................................................... S-105

Material Federal Income Tax Consequences................................ S-106

Other Taxes............................................................. S-110

EXHIBIT 8 -128-




ERISA Considerations.................................................... S-110

Method of Distribution.................................................. S-112

Legal Matters........................................................... S-112

Experts................................................................. S-113

Ratings................................................................. S-113

Index to Defined Terms.................................................. S-114

</TABLE>

<TABLE><CAPTION>

PROSPECTUS PAGE

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

<S> <C>

Important Notice About Information in

This Prospectus and Each Accompanying Prospectus Supplement.......... 4

Risk Factors............................................................ 5

The Trust Fund.......................................................... 12

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

The Depositor........................................................... 23

Mortgage Loan Program................................................... 23

Description of the Certificates......................................... 25

Credit Enhancement...................................................... 38

Yield and Prepayment Considerations..................................... 42The Pooling and Servicing Agreement..................................... 43

Certain Legal Aspects of the Mortgage Loans............................. 57

Material Federal Income Tax Consequences................................ 64

Other Tax Considerations................................................ 88

ERISA Considerations.................................................... 88

Legal Investment........................................................ 91

Method of Distribution.................................................. 92

Legal Matters........................................................... 94

Financial Information................................................... 94

Rating.................................................................. 94

Index to Defined Terms.................................................. 95

</TABLE>

S-2

<PAGE>

SUMMARY

THIS SUMMARY HIGHLIGHTS SELECTED INFORMATION FROM THIS DOCUMENT AND DOES NOT

CONTAIN ALL OF THE INFORMATION THAT YOU NEED TO CONSIDER IN MAKING YOUR

INVESTMENT DECISION. TO UNDERSTAND ALL OF THE TERMS OF AN OFFERING OF THE

CERTIFICATES, READ CAREFULLY THIS ENTIRE DOCUMENT AND THE ACCOMPANYING

PROSPECTUS.

OFFERED CERTIFICATES

Alternative Loan Trust 2005-62 will issue twenty-seven classes of certificates,

twenty-two of which are being offered by this prospectus supplement and the

accompanying prospectus. The assets of the trust fund that will support both the

offered certificates and other classes of certificates will consist, on the

closing date, of a pool of mortgage loans with an aggregate stated principal

balance of approximately $1,603,926,865 as of October 1, 2005, and certain other

property and assets described in this prospectus supplement. The mortgage loans

will consist of 30-year conventional, adjustable rate, negative amortization

mortgage loans secured by first liens on one- to four-family residential

EXHIBIT 8 -129-




properties.

The mortgage pool will consist of two loan groups. Loan group 1 will consist of

1,222 mortgage loans that have an aggregate stated principal balance of

approximately $491,751,612 as of the cut off date. Loan group 2 will consist of

2,541 mortgage loans that have an aggregate stated principal balance of

approximately $1,112,175,253 as of the cut off date. The mortgage rate on each

mortgage loan is fixed for up to three months after origination. Thereafter, the

interest rate on each mortgage loan adjusts monthly based on a specified index,but the scheduled monthly payments on the mortgage loans adjust annually.

The following chart lists certain characteristics of the classes of the offered

certificates. The classes of certificates listed below will not be offered

unless they receive the respective ratings at least as high as those set forth

below from Standard & Poor's Ratings Services, a division of The McGraw-Hill

Companies, Inc. ("S&P") and from Moody's Investors Service, Inc. ("MOODY'S"):

<TABLE>

<CAPTION>

S&P MOODY'S

CLASS RATING RATING TYPE

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

<S> <C> <C> <C>Class 1-A-1 AAA Aaa Senior/Floating Pass-Through

Rate/Super Senior

Class 1-A-2 AAA Aaa Senior/Floating Pass-Through

Rate/Support

Class 1-X-1 AAA Aaa Senior/Variable Pass-Through

Rate/Component


Rate/Component

Class 1-X-3 AAA Aaa Senior/Variable Pass-ThroughRate/Component


Rate/Super Senior


Rate/Super Senior


Rate/ Super Senior/Support

Class 2-A-4 AAA* Aaa* Senior/Floating Pass-Through

Rate/Support


Rate/Component


Rate/Component

Class A-R AAA Aaa Senior/Variable Pass-Through

Rate/Residual

Class M-X AAA ** Subordinate/Variable

EXHIBIT 8 -130-




Pass-Through Rate/Component

Class M-1 AA+ Aa1 Subordinate/Floating

Pass-Through Rate

Class M-2 AA Aa2 Subordinate/Floating

Pass-Through Rate

Class M-3 AA Aa3 Subordinate/FloatingPass-Through Rate

Class M-4 AA- A1 Subordinate/Floating

Pass-Through Rate

Class M-5 A+ A2 Subordinate/Floating

Pass-Through Rate

Class M-6 A- A3 Subordinate/Floating

Pass-Through Rate

Class M-7 BBB+ Baa1 Subordinate/Floating

Pass-Through Rate

Class B-1 BBB Baa2 Subordinate/Floating

Pass-Through Rate

Class B-2 BBB- Baa3 Subordinate/Floating

Pass-Through Rate

</TABLE>

----------

* The ratings assigned to the Class 2-A-4 Certificates are without regard to

the Class 2-A-4 Policy.

** Moody's was not asked to rate these certificates.

S-3

<PAGE>

A rating is not a recommendation to buy, sell or hold securities. These ratings

may be lowered or withdrawn at any time by either of the rating agencies.

See "Ratings" in this prospectus supplement.

See "Description of the Certificates -- General" and "-- Book-Entry

Certificates" in this prospectus supplement and "The Mortgage Pool" in this

prospectus supplement and "The Trust Fund -- The Mortgage Loans -- General" in

the prospectus.

OTHER CERTIFICATES

In addition to the offered certificates, the trust fund will issue the Class

P-1, Class P-2, Class B-3, Class B-4 and Class B-5 Certificates, which are not

being offered pursuant to this prospectus supplement and the prospectus. Each of

the Class P-1 and Class P-2 Certificates will have an initial class certificate

balance of $100 and will not be entitled to distributions in respect of

interest. The Class P-1 and Class P-2 Certificates will be entitled to all

prepayment charges received in respect of the mortgage loans in loan group 1 and

EXHIBIT 8 -131-




loan group 2, respectively. The Class B-3, Class B-4 and Class B-5 Certificates

will have initial class certificate balances of approximately $13,633,000,

$17,643,000 and $12,831,765, respectively, and will each have a floating

pass-through rate calculated as described in this prospectus supplement. Any

information contained in this prospectus supplement with respect to the Class

P-1, Class P-2, Class B-3, Class B-4 and Class B-5 Certificates is provided only

to permit a better understanding of the offered certificates.

See "Description of the Certificates--General" and "--Book-Entry Certificates,""Ratings" and "The Mortgage Pool" in this prospectus supplement and "The Trust

Fund--The Mortgage Loans--General" in the prospectus.

RELATIONSHIP BETWEEN THE LOAN GROUPS AND THE CERTIFICATE GROUPS

The certificates with a "1" prefix and the Class A-R Certificates are sometimes

referred to in this prospectus supplement as the group 1 senior certificates and

they correspond to the mortgage loans in loan group 1. The certificates with a

"2" prefix are sometimes referred to in this prospectus supplement as the group

2 senior certificates and they correspond to the mortgage loans in loan group 2.

The subordinated certificates correspond to the mortgage loans in both loan

groups. The certificates generally receive distributions based on principal and

interest collected from the mortgage loans in the corresponding loan group or

loan groups.

CERTIFICATE DESIGNATIONS

We sometimes use the following designations to refer to the specified classes of

certificates in order to aid your understanding of the offered certificates.

<TABLE>

<CAPTION>

DESIGNATION CLASSES OF CERTIFICATES

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

<S> <C>

Senior Certificates Class 1-A-1, Class 1-A-2,

Class 1-X-1, Class 1-X-2, Class 1-X-3,Class 2-A-1,

Class 2-A-2, Class 2-A-3, Class 2-A-4,

Class 2-X-1,

Class 2-X-2 and Class A-R Certificates

Subordinated Certificates Class M-X, Class M and Class B

Certificates

LIBOR Certificates Class 1-A-1 Certificates, Class M

Certificates and Class B Certificates

MTA Certificates Class 1-A-2, Class 2-A-1, Class 2-A-2,

Class 2-A-3 and Class 2-A-4 Certificates

Floating Rate Certificates LIBOR Certificates and MTA Certificates

Class X Certificates Class 1-X-1, Class 1-X-2, Class 1-X-3,

Class 2-X-1, Class 2-X-2 and Class M-X

Certificates

LIBOR Class X Certificates Class 1-X-1 and Class M-X Certificates

MTA Class X Certificates Class 1-X-2, Class 1-X-3, Class 2-X-1

and Class 2-X-2 Certificates

EXHIBIT 8 -132-




Class M Certificates Class M-1, Class M-2, Class M-3, Class

M-4, Class M-5, Class M-6 and Class M-7

Certificates

Class B Certificates Class B-1, Class B-2,

Class B-3, Class B-4 and

Class B-5 Certificates

</TABLE>

COMPONENTS

Solely for purposes of determining distributions of principal and interest and

the allocation of realized losses and net deferred interest on the mortgage

loans, each class of Class X Certificates will be comprised of two components:

an interest-only component (each, a "CLASS X IO COMPONENT") and a principal and

interest component (each, a "CLASS X P COMPONENT"). The Class X IO Components

are

S-4

<PAGE>

interest-only component (each, a "CLASS X IO COMPONENT") and a principal and

interest component (each, a "CLASS X P COMPONENT"). The Class X IO Components

are interest-only components that will not have component principal balances but

will accrue interest on their respective component notional amounts set forth

below:

<TABLE>

<CAPTION>

CLASS X IO COMPONENT

INITIAL COMPONENT

CLASS OF CERTIFICATES NOTIONAL AMOUNT

--------------------- --------------------<S> <C>

Class 1-X-1 $262,595,000

Class 1-X-2 $175,064,000

Class 1-X-3 $175,064,000

Class 2-X-1 $989,836,000

Class 2-X-2 $989,836,000

Class M-X $176,431,765

</TABLE>

Each Class X P Component will have a component principal balance (initially,

zero) that will increase depending on the amount of net deferred interest

allocated to the related Class X IO Component, as described under "Description

of the Certificates--Interest" in this prospectus supplement. The class

certificate balance, if any, of each class of Class X Certificates will equalthe component principal balance of the related Class X P Component.

See "Description of the Certificates --Component Classes" in this prospectus

supplement.

CUT-OFF DATE

The later of October 1, 2005 and the date of origination for that mortgage loan

(either of these dates is sometimes referred to in this prospectus supplement as

the "CUT-OFF DATE)."

EXHIBIT 8 -133-




(5) from remaining available funds from both loan groups, to interest on and

then principal of the Class M-X Certificates; provided, however, that any

distribution of interest that the Class M-X IO Component is otherwise

entitled to receive (after giving effect to any reduction in respect of net

deferred interest on the mortgage loans allocated to that component on such

distribution date) will first be deposited into the carryover shortfall

reserve fund;

(6) from remaining available funds from both loan groups, to interest on andthen principal of each other class of subordinated certificates, in the

order of their seniority, beginning with the Class M-1 Certificates, as

described under "Description of the Certificates -- Interest" and "--

Principal" in this prospectus supplement;

(7) to payment to the insurer the amount of all payments made by the insurer

pursuant to the Class 2-A-4 Policy which have not been previously repaid

(without any interest on such amount);

(8) from amounts on deposit in the carryover shortfall reserve fund as

described under "Description of the Certificates--Carryover Shortfall

Reserve Fund"; and

(9) from remaining available funds from all loan groups, to the Class A-R

Certificates.

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

THE CORRIDOR CONTRACT

The trust fund will have the benefit of an interest rate corridor contract for

the Class 1-A-1 Certificates. Amounts paid under the corridor contract will be

available as described in this prospectus supplement to cover carryover

shortfall amounts resulting from the application of the net rate cap to the

pass-through rate on the Class 1-A-1 Certificates.

Payments under the corridor contract will be made pursuant to the formuladescribed in "Description of the Certificates -- The Corridor Contract" in this

prospectus supplement.

Any amounts received on the corridor contract for a distribution date that

remains unpaid will be distributed to Deutsche Bank Securities Inc.

See "Description of the Certificates -- The Corridor Contracts" in this


ADVANCES

The master servicer will make cash advances with respect to delinquent payments

of principal and interest on the mortgage loans to the extent the master

servicer reasonably believes that the cash advances can be repaid from future

payments on the mortgage loans. These cash advances are only intended to

maintain a regular flow of scheduled interest and principal payments on the

certificates and are not intended to guarantee or insure against losses.

See "Servicing of Mortgage Loans -- Advances" in this prospectus supplement.

CREDIT ENHANCEMENT

The issuance of senior certificates and subordinated certificates by the trust

fund is designed to increase the likelihood that senior certificateholders will

EXHIBIT 8 -134-




receive regular payments of interest and principal.

S-7

<PAGE>

SUBORDINATION

The senior certificates will have a payment priority over the classes of

subordinated certificates. Among the subordinated certificates offered by this

prospectus supplement, the Class M-X Certificates will have a payment priority

over the other classes of subordinated certificates and the Class M Certificates

will have a payment priority over the Class B Certificates. Within the Class M

and Class B Certificates, each class of certificates will have a payment

priority over those classes of certificates, if any, with a higher numerical

designation.

Subordination is designed to provide the holders of certificates with a higher

payment priority with protection against losses realized when the remaining

unpaid principal balance on a mortgage loan exceeds the amount of proceeds

recovered upon the liquidation of that mortgage loan. In general, this loss

protection is accomplished by allocating the realized losses on the mortgage

loans in a loan group first, among the subordinated certificates, beginning with

the class of subordinated certificates then outstanding with the lowest payment

priority, and second to the senior certificates (other than any related notional

amount components) related to that loan group.

The preceding paragraph notwithstanding, realized losses on the mortgage loans

in each loan group that are allocated to the senior certificates related to such

loan group will be allocated in accordance with the priorities set forth in this

prospectus supplement under "Description of the Certificates -- Allocation of

Losses."

FINANCIAL GUARANTY INSURANCE POLICY

It is a condition of the issuance of the Class 2-A-4 Certificates that they be

rated, without regard to the Class 2-A-4 Policy, "AAA" by S&P and "Aaa" by

Moody's. These ratings are the highest possible ratings from each of these

rating agencies and they are based primarily on the credit enhancement provided

by the subordinate certificates.

The Class 2-A-4 Certificates will have the benefit of a financial guaranty

insurance policy (referred to in this prospectus supplement as the Class 2-A-4

Policy), pursuant to which Financial Security Assurance Inc. will

unconditionally and irrevocably guarantee certain payments on the Class 2-A-4

Certificates on each distribution date.

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

supplement," Credit Enhancement -- Subordination" in this prospectus supplement

and in the prospectus and "Credit Enhancement -- The Financial Guaranty

Insurance Policy" in this prospectus supplement.

TAX STATUS

For federal income tax purposes, the trust fund (exclusive of the corridor

contract and the assets in the carryover shortfall reserve fund, the class 2-A-4

reserve fund and the corridor contract reserve fund) will consist of one or more

REMICs: one or more underlying REMICs (if any) and the master REMIC. The assets

of the lowest underlying REMIC in this tiered structure (or the master REMIC if

EXHIBIT 8 -135-




intends to make a secondary market in the

classes of certificates purchased by it, but

has no obligation to do so. We cannot assure

you that a secondary market will develop or, if

it develops, that it will continue.

Consequently, you may not be able to sell your

certificates readily or at prices that will

enable you to realize your desired yield. The

market values of the certificates are</TABLE>

S-18

<PAGE>

<TABLE>

<S> <C>

likely to fluctuate; these fluctuations may be

significant and could result in significant

losses to you.

The secondary markets for mortgage-backedsecurities have experienced periods of

illiquidity and can be expected to do so in the

future. Illiquidity can have a severely adverse

effect on the prices of securities 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.

</TABLE>

SOME OF THE STATEMENTS CONTAINED IN OR INCORPORATED BY REFERENCE IN THIS

PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS CONSIST OF FORWARD-LOOKING

STATEMENTS RELATING TO FUTURE ECONOMIC PERFORMANCE OR PROJECTIONS AND OTHERFINANCIAL ITEMS. THESE STATEMENTS CAN BE IDENTIFIED BY THE USE OF

FORWARD-LOOKING WORDS SUCH AS "MAY," "WILL," "SHOULD," "EXPECTS," "BELIEVES,"

"ANTICIPATES," "ESTIMATES," OR OTHER COMPARABLE WORDS. FORWARD-LOOKING

STATEMENTS ARE SUBJECT TO A VARIETY OF RISKS AND UNCERTAINTIES THAT COULD CAUSE

ACTUAL RESULTS TO DIFFER FROM THE PROJECTED RESULTS. THOSE RISKS AND

UNCERTAINTIES INCLUDE, AMONG OTHERS, GENERAL ECONOMIC AND BUSINESS CONDITIONS,

REGULATORY INITIATIVES AND COMPLIANCE WITH GOVERNMENTAL REGULATIONS, CUSTOMER

PREFERENCES AND VARIOUS OTHER MATTERS, MANY OF WHICH ARE BEYOND OUR CONTROL.

BECAUSE WE CANNOT PREDICT THE FUTURE, WHAT ACTUALLY HAPPENS MAY BE VERY

DIFFERENT FROM WHAT WE PREDICT IN OUR FORWARD-LOOKING STATEMENTS.

THE MORTGAGE POOL

GENERAL

The depositor, CWALT, Inc., will purchase the mortgage loans in the

mortgage pool from Countrywide Home Loans, Inc. and one or more other sellers

affiliated with Countrywide Financial Corporation (each of which is referred to

in this prospectus supplement as a seller and together they are referred to as

the sellers) pursuant to a pooling and servicing agreement, dated as of October

1, 2005, among the sellers, Countrywide Home Loans Servicing LP, as master

servicer, the depositor and The Bank of New York, as trustee, and will cause the

mortgage loans to be assigned to the trustee for the benefit of the holders of

the certificates. In this prospectus supplement, the mortgage loans in loan

EXHIBIT 8 -136-




group 1 and loan group 2 are referred to as the "GROUP 1 MORTGAGE LOANS" and the

"GROUP 2 MORTGAGE LOANS", respectively, and together they are referred to as the

"MORTGAGE LOANS".

Under the pooling and servicing agreement, Countrywide Home Loans will make

certain representations, warranties and covenants to the depositor relating to,

among other things, the due execution and enforceability of the pooling and

servicing agreement and certain characteristics of the Mortgage Loans. In

addition, each of the sellers will represent and warrant that, prior to the saleof the related Mortgage Loans to the depositor, the applicable seller had good

title to the Mortgage Loans sold by it. Subject to the limitations described in

the next sentence and under "-- Assignment of the Mortgage Loans," Countrywide

Home Loans (or the related seller, in the case of the representation regarding

good title) will be obligated to repurchase or substitute a similar mortgage

loan for any Mortgage Loan as to which there exists deficient documentation or

as to which there has been an uncured breach of any representation or warranty

relating to the characteristics of the Mortgage Loans that materially and

adversely affects the interests of the certificateholders in that Mortgage Loan.

Countrywide Home Loans will represent and warrant to the depositor in the

pooling and servicing agreement that the Mortgage Loans were selected from among

the outstanding one- to four-family mortgage loans in Countrywide Home Loans'

portfolio as to which the representations and warranties set forth in the

pooling and servicing agreement can be made and that the selection was not made

in a manner intended to adversely affect the interests of the

certificateholders. See "Mortgage Loan Program -- Representations by Sellers;

Repurchases" in the prospectus. Under the pooling and servicing agreement, the

depositor will assign all of its right, title and interest in the

representations, warranties and covenants

S-19

<PAGE>

(including the sellers' repurchase or substitution obligations) to the Trustee

for the benefit of the certificateholders. The depositor will make norepresentations or warranties with respect to the Mortgage Loans and will have

no obligation to repurchase or substitute Mortgage Loans with deficient

documentation or which are otherwise defective. The sellers are selling the

Mortgage Loans without recourse and will have no obligation with respect to the

certificates in their respective capacities as sellers other than the repurchase

or substitution obligations described above. The obligations of the master

servicer with respect to the certificates are limited to the master servicer's

contractual servicing obligations under the pooling and servicing agreement.

The statistical information with respect to the Mortgage Loans set forth in

this prospectus supplement is based on the Stated Principal Balances of the

Mortgage Loans as of the later of (x) October 1, 2005 and (y) the date of

origination of each such Mortgage Loan (such date, the "CUT-OFF DATE"). The

depositor believes that the information set forth in this prospectus supplement

regarding the Mortgage Loans as of the cut-off date is representative of the

characteristics of the Mortgage Loans that will be delivered on the closing

date. However, certain Mortgage Loans may prepay or may be determined not to

meet the eligibility requirements for inclusion in the final mortgage pool. A

limited number of mortgage loans may be added to or substituted for the Mortgage

Loans that are described in this prospectus supplement. Any addition or

substitution will not result in a material difference in the final mortgage pool

although the cut-off date information regarding the actual Mortgage Loans may

vary somewhat from the information regarding the Mortgage Loans presented in

this prospectus supplement.

EXHIBIT 8 -137-




As of the cut off date, the aggregate Stated Principal Balance of the

Mortgage Loans in the mortgage pool was approximately $1,603,926,865, which is

referred to as the "CUT OFF DATE POOL PRINCIPAL BALANCE." These Mortgage Loans

have been divided into two groups of Mortgage Loans (each is referred to as a

"LOAN GROUP"): loan group 1, which had an aggregate Stated Principal Balance as

of the cut off date of approximately $491,751,612, and loan group 2, which had

an aggregate Stated Principal Balance as of the cut off date of approximately

$1,112,175,253.

All of the Mortgage Loans will have original terms to maturity of 30 years.

The principal balance of each Mortgage Loan as of the cut-off date reflects the

application of scheduled payments of principal due on the Mortgage Loan on or

prior to the cut-off date, whether or not received, and any amounts of Deferred

Interest added to the Stated Principal Balance of such Mortgage Loan as a result

of negative amortization (as described below). Whenever reference is made in

this prospectus supplement to a percentage of some or all of the Mortgage Loans,

that percentage is determined on the basis of the Stated Principal Balances of

such Mortgage Loans as of the cut-off date, unless otherwise specified. The

Cut-off Date Pool Principal Balance of the Mortgage Loans set forth above is

subject to a variance of plus or minus five percent.

All of the Mortgage Loans will provide that payments are due on the firstday of each month (the "DUE DATE"). Scheduled monthly payments made by the

borrowers on the Mortgage Loans (referred to as "SCHEDULED PAYMENTS") either

earlier or later than their scheduled Due Dates will not affect the amortization

schedule or the relative application of the payments to principal and interest.

All of the Mortgage Loans will provide for a prepayment charge if the borrowers

prepay their mortgage loans within a period of up to thirty-nine months after

origination. All of the Mortgage Loans in loan group 1 will have a prepayment

charge period of up to thirty-nine months, and all of the Mortgage Loans in loan

group 2 will have a prepayment charge period of up to twenty-four months. The

holders of the Class P-1 and Class P-2 Certificates will be entitled to all

prepayment charges received on the Mortgage Loans, and those amounts will not be

available for distribution on the other classes of certificates.

The mortgage rate (the "MORTGAGE RATE") of each of the Mortgage Loans will

adjust in accordance with the terms of the related Mortgage Note. The Mortgage

Loans will provide for the adjustment to their respective Mortgage Rates at the

end of the initial fixed-rate period, if any, and monthly thereafter (each such

date, "ADJUSTMENT DATE") to equal the sum of the applicable Mortgage Index and

the fixed percentage amount specified in the related mortgage note (the "GROSS

MARGIN"). The "MORTGAGE INDEX" for the Mortgage Rate for each Mortgage Loan is

the twelve-month average monthly yield on U.S. Treasury Securities adjusted to a

constant maturity of one-year, as published by the Federal Reserve Board in the

Federal Reserve Statistical Release "Selected Interest Rates (H.15)" ("ONE-YEAR

MTA").

All of the Mortgage Loans will be "NEGATIVE AMORTIZATION LOANS." The

Mortgage Rates for the Negative Amortization Loans are generally fixed for theone or three month period beginning with the month prior to the

S-20

<PAGE>

month in which the first scheduled payment occurs under the mortgage note (and

the related Mortgage Rate during such time period generally is less than the sum

of the applicable Mortgage Index and the related Gross Margin) and then they

EXHIBIT 8 -138-




adjust monthly, but the scheduled payments on the Negative Amortization Loans

adjust annually on a date specified in the related mortgage note, subject to the

conditions (the "PAYMENT CAPS") that (i) the amount of the monthly payment (with

the exception of each fifth payment change date or the final payment change

date) will not increase by an amount that is more than 7.50% of the monthly

payment prior to the adjustment, (ii) as of the fifth payment adjustment date

and on the same day every fifth year thereafter and on the last payment

adjustment date, the monthly payment will be recast without regard to the

limitation in clause (i) above and (iii) if the unpaid principal balance exceeds110% or 115%, as applicable, of the original principal balance due to Deferred

Interest, the monthly payment will be recast without regard to the limitation in

clause (i) to amortize fully the then unpaid principal balance of the Negative

Amortization Loan over its remaining term to maturity.

Since the Mortgage Rates adjust at a different time than the monthly

payments thereon and the Payment Caps may limit the amount by which the monthly

payments may adjust, the amount of a monthly payment may be more or less than

the amount necessary to fully amortize the principal balance of the Negative

Amortization Loan over its then remaining term at the applicable Mortgage Rate.

Accordingly, Negative Amortization Loans may be subject to reduced amortization

(if the monthly payment due on a Due Date is sufficient to pay interest accrued

during the related accrual period at the applicable Mortgage Rate but is not

sufficient to reduce principal in accordance with a fully amortizing schedule);negative amortization (if interest accrued during the related accrual period at

the applicable Mortgage Rate is greater than the entire monthly payment due on

the related Due Date (such excess accrued interest, "DEFERRED INTEREST")); or

accelerated amortization (if the monthly payment due on a Due Date is greater

than the amount necessary to pay interest accrued during the related accrual

period at the applicable Mortgage Rate and to reduce principal in accordance

with a fully amortizing schedule). Any Deferred Interest is added to the

principal balance of the applicable Negative Amortization Loan and, if such

Deferred Interest is not offset by subsequent accelerated amortization, it may

result in a final lump sum payment at maturity greater than, and potentially

substantially greater than, the monthly payment due in the immediately preceding

Due Period.

Adjustments to the Mortgage Rate for each Mortgage Loan are subject to a

lifetime maximum interest rate (the "MAXIMUM MORTGAGE RATE"). After the initial

one or three month period during which the Mortgage Rate is fixed, each Mortgage

Loan specifies a lifetime minimum interest rate (the "MINIMUM MORTGAGE RATE"),

which is equal to the Gross Margin for that Mortgage Loan.

The earliest first payment date, earliest stated maturity date and latest

stated maturity date of any Mortgage Loan in each loan group is set forth in the

following table:

<TABLE>

<CAPTION>

LOAN GROUP EARLIEST FIRST PAYMENT DATE EARLIEST STATED MATURITY DATE LATE

--------------- --------------------------- ----------------------------- ----<S> <C> <C> <C>

Loan Group 1... May 1, 2005 April 1, 2035

Loan Group 2... August 1, 2005 July 1, 2035

</TABLE>

As of the cut-off date, no Mortgage Loan will be delinquent more than 30

days.

As of the cut-off date, no Mortgage Loan will be subject to a buydown

agreement.

EXHIBIT 8 -139-




No Mortgage Loan will have a Loan-to-Value Ratio at origination of more

than 95.00%. Generally, each Mortgage Loan with a Loan-to-Value Ratio at

origination of greater than 80% will be covered by a primary mortgage guaranty

insurance policy issued by a mortgage insurance company acceptable to Fannie Mae

or Freddie Mac. The policy provides coverage in an amount equal to a specified

percentage multiplied by the sum of the remaining principal balance of the

related Mortgage Loan, the accrued interest on it and the related foreclosure

expenses. The specified coverage percentage for the Mortgage Loans with terms tomaturity of between 25 and 30 years is, generally, 12% for Loan-to-Value Ratios

between 80.01% and 85.00%, 25% for Loan-to-Value Ratios between 85.01% and

90.00%, 30% for Loan-to-Value Ratios between 90.01% and 95.00% and 35% for

Loan-to-Value Ratios between 95.01% and 100%. The specified coverage percentage

for Mortgage Loans with terms to maturity of up to 20 years ranges from 6% to

12% for Loan-to-Value Ratios between 80.01% to 85.00%; from 12% to 20% for

Loan-to-Value Ratios between 85.01% to 90.00% and 20% to 25% for Loan-to-Value

Ratios between 90.01% to 95.00%. The required coverage percentage of mortgage

insurance is determined by the type, term and Loan-to-Value Ratio of the

mortgage loan and may also vary based on occupancy type. However, under certain

circumstances, the specified coverage level may vary from the foregoing. With

respect to 58 Mortgage Loans

S-21

<PAGE>

constituting approximately 3.04% of the Group 1 Mortgage Loans and 87 Mortgage

Loans constituting approximately 2.32% of the Group 2 Mortgage Loans, in each

case by aggregate Stated Principal Balance of the Mortgage Loans in the related

loan group as of the cut off date and that will be identified on the mortgage

loan schedule, the lender (rather than the borrower) acquired the primary

mortgage guaranty insurance and charged the related borrower an interest

premium. Except for these lender acquired mortgage insurance Mortgage Loans, no

primary mortgage guaranty insurance policy will be required with respect to any

Mortgage Loan if maintaining the policy is prohibited by applicable law or afterthe date on which the related Loan to Value Ratio is 80% or less or, based on a

new appraisal, the principal balance of the Mortgage Loan represents 80% or less

of the new appraised value. The primary mortgage guaranty insurance policy will

be maintained for the life of any lender acquired mortgage insurance mortgage

loans, unless otherwise provided in the mortgage note or otherwise prohibited by

law.

Except for the lender acquired mortgage insurance Mortgage Loans, no

primary mortgage guaranty insurance policy will be required with respect to any

Mortgage Loan if maintaining the policy is prohibited by applicable law or after

the date on which the related Loan-to-Value Ratio is 80% or less or, based on a

new appraisal, the principal balance of the Mortgage Loan represents 80% or less

of the new appraised value. The primary mortgage guaranty insurance policy will

be maintained for the life of the lender acquired mortgage insurance Mortgage

Loans, unless otherwise provided in the mortgage note or otherwise prohibited by

law.

The "LOAN-TO-VALUE RATIO" of a Mortgage Loan at any given time is a

fraction, expressed as a percentage, the numerator of which is the principal

balance of the related Mortgage Loan at the date of determination and the

denominator of which is

- in the case of a purchase, the lesser of the selling price of the

mortgaged property or its appraised value at the time of sale or

EXHIBIT 8 -140-




- in the case of a refinance, the appraised value of the mortgaged

property at the time of the refinance, except in the case of a

mortgage loan underwritten pursuant to Countrywide Home Loans'

Streamlined Documentation Program as described under "--

Underwriting Process".

With respect to Mortgage Loans originated pursuant to the Streamlined

Documentation Program,

- if the loan-to-value ratio at the time of the origination of the

Mortgage Loan being refinanced was 80% or less and the loan

amount of the new loan being originated is $650,000 or less, then

the "LOAN-TO-VALUE RATIO" will be the ratio of the principal

amount of the new Mortgage Loan being originated divided by the

appraised value of the related mortgaged property at the time of

the origination of the Mortgage Loan being refinanced, as

reconfirmed by Countrywide Home Loans using an automated property

valuation system; or

- if the loan-to-value ratio at the time of the origination of the

Mortgage Loan being refinanced was greater than 80% or the loan

amount of the new loan being originated is greater than $650,000,then the "LOAN-TO-VALUE RATIO" will be the ratio of the principal

amount of the new Mortgage Loan being originated divided by the

appraised value of the related mortgaged property as determined

by an appraisal obtained by Countrywide Home Loans at the time of

the origination of the new mortgage loan. See "--Underwriting

Process" in this prospectus supplement.

No assurance can be given that the value of any mortgaged property has

remained or will remain at the level that existed on the appraisal or sales

date. If residential real estate values generally or in a particular geographic

area decline, the Loan-to-Value Ratios might not be a reliable indicator of the

rates of delinquencies, foreclosures and losses that could occur with respect to

the Mortgage Loans.

The following information sets forth certain characteristics of the

Mortgage Loans in each loan group as of the cut-off date. Other than with

respect to rates of interest, percentages (approximate) are stated by the

aggregate Stated Principal Balance of the Mortgage Loans, in the applicable loan

group, as of the cut-off date. The sum in any column of the following tables may

not equal the indicated value due to rounding. In addition, each weighted

average FICO credit score set forth below has been calculated without regard to

any Mortgage Loan for which the FICO credit score is not available.

S-22

<PAGE>

LOAN GROUP 1

LOAN PROGRAM

<TABLE>

<CAPTION>

% OF AVERAGE WE

NUMBER AGGREGATE MORTGAGE PRINCIPAL A

EXHIBIT 8 -141-




OF PRINCIPAL LOANS IN BALANCE C

MORTGAGE BALANCE LOAN OUTSTANDING MO

LOAN PROGRAM LOANS OUTSTANDING GROUP 1 ($) RA

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

<S> <C> <C> <C> <C> <C

One-Year MTA.................. 1,222 $491,751,612.03 100.00% 402,415.39

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

Total...................... 1,222 $491,751,612.03 100.00%

===== =============== ======</TABLE>

CURRENT MORTGAGE LOAN PRINCIPAL BALANCES(1)

<TABLE>

<CAPTION>

% OF AVERAGE W

NUMBER AGGREGATE MORTGAGE PRINCIPAL

RANGE OF OF PRINCIPAL LOANS IN BALANCE

CURRENT MORTGAGE MORTGAGE BALANCE LOAN OUTSTANDING M

LOAN PRINCIPAL BALANCES ($) LOANS OUTSTANDING GROUP 1 ($) R

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

<S> <C> <C> <C> <C> <0.01 - 50,000.00 ............. 1 $ 17,947.89 0.00% 17,947.89

50,000.01 - 100,000.00 ....... 28 2,326,031.79 0.47 83,072.56

100,000.01 - 150,000.00 ...... 72 9,171,009.12 1.86 127,375.13

150,000.01 - 200,000.00 ...... 116 20,734,320.25 4.22 178,744.14

200,000.01 - 250,000.00 ...... 107 24,050,873.25 4.89 224,774.52

250,000.01 - 300,000.00 ...... 112 30,879,686.29 6.28 275,711.48

300,000.01 - 350,000.00 ...... 102 33,038,799.20 6.72 323,909.80

350,000.01 - 400,000.00 ...... 139 52,897,024.36 10.76 380,554.13

400,000.01 - 450,000.00 ...... 121 51,944,925.28 10.56 429,296.90

450,000.01 - 500,000.00 ...... 141 66,899,278.40 13.60 474,462.97

500,000.01 - 550,000.00 ...... 79 41,702,005.81 8.48 527,873.49

550,000.01 - 600,000.00 ...... 57 32,896,085.77 6.69 577,124.31

600,000.01 - 650,000.00 ...... 53 33,439,682.61 6.80 630,937.41650,000.01 - 700,000.00 ...... 12 8,159,633.14 1.66 679,969.43

700,000.01 - 750,000.00 ...... 9 6,522,000.00 1.33 724,666.67

750,000.01 - 1,000,000.00 .... 50 44,611,807.37 9.07 892,236.15

1,000,000.01 - 1,500,000.00 .. 18 23,031,001.50 4.68 1,279,500.08

1,500,000.01 - 2,000,000.00 .. 5 9,429,500.00 1.92 1,885,900.00

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

Total...................... 1,222 $491,751,612.03 100.00%

===== =============== ======

</TABLE>

----------

(1) As of the cut-off date, the average current mortgage loan principal balance

of the Mortgage Loans in loan group 1 was approximately $402,415.

S-23

<PAGE>

STATE DISTRIBUTION OF MORTGAGED PROPERTIES(1)

<TABLE>

<CAPTION>

EXHIBIT 8 -142-




% OF AVERAGE


OF PRINCIPAL LOANS BALANCE

MORTGAGE BALANCE IN LOAN OUTSTANDING

STATE LOANS OUTSTANDING GROUP 1 ($)

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

<S> <C> <C> <C> <C>

California ................... 689 $308,268,378.66 62.69% 447,414.19

Florida ...................... 154 52,053,550.87 10.59 338,010.07Maryland ..................... 18 10,202,067.58 2.07 566,781.53

Nevada ....................... 64 24,622,250.52 5.01 384,722.66

New York ..................... 25 13,552,900.00 2.76 542,116.00

Other (less than 2%) ......... 272 83,052,464.40 16.89 305,339.94

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

Total ..................... 1,222 $491,751,612.03 100.00%

===== =============== ======

</TABLE>

(1) The Other row in the preceding table includes 29 other states and the

District of Columbia with under 2% concentrations individually As of the

cut-off date, no more than approximately 0.932% of the Mortgage Loans in

loan group 1 were secured by mortgaged properties located in any one postal

zip code area.

ORIGINAL LOAN-TO-VALUE RATIOS(1)(2)

<TABLE>

<CAPTION>

% OF AVERAGE



RANGE OF ORIGINAL MORTGAGE BALANCE IN LOAN OUTSTANDING

LOAN-TO-VALUE RATIOS (%) LOANS OUTSTANDING GROUP 1 ($)

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

<S> <C> <C> <C> <C>50.00 or Less ................ 25 $ 9,215,442.54 1.87% 368,617.70

50.01 - 55.00 ................ 17 6,987,793.87 1.42 411,046.70

55.01 - 60.00 ................ 38 22,170,939.76 4.51 583,445.78

60.01 - 65.00 ................ 41 18,760,545.07 3.82 457,574.27

65.01 - 70.00 ................ 87 45,996,288.73 9.35 528,692.97

70.01 - 75.00 ................ 209 92,173,063.87 18.74 441,019.44

75.01 - 80.00 ................ 690 267,866,160.45 54.47 388,211.83

80.01 - 85.00 ................ 17 4,556,510.05 0.93 268,030.00

85.01 - 90.00 ................ 53 14,205,613.02 2.89 268,030.43

90.01 - 95.00 ................ 45 9,819,254.67 2.00 218,205.66

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

Total ..................... 1,222 $491,751,612.03 100.00%

===== =============== ======

</TABLE>

----------

(1) As of the cut-off date, the weighted average original Loan-to-Value Ratio

of the Mortgage Loans in loan group 1 was approximately 75.51%.

(2) Does not take into account any secondary financing on the Mortgage Loans in

loan group 1 that may exist at the time of origination.

S-24

EXHIBIT 8 -143-




<PAGE>

CURRENT MORTGAGE RATES(1)

<TABLE>

<CAPTION>

% OF AVERAGENUMBER AGGREGATE MORTGAGE PRINCIPAL


MORTGAGE BALANCE IN LOAN OUTSTANDING

CURRENT MORTGAGE RATE (%) LOANS OUTSTANDING GROUP 1 ($)

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

<S> <C> <C> <C> <C>

1.000 ........................ 507 $233,475,027.89 47.48% 460,503.01

1.250 ........................ 50 22,225,893.00 4.52 444,517.86

1.350 ........................ 1 439,000.00 0.09 439,000.00

1.375 ........................ 92 28,926,414.00 5.88 314,417.54

1.500 ........................ 56 30,619,823.00 6.23 546,782.55

1.625 ........................ 7 1,362,000.00 0.28 194,571.43

1.750 ........................ 49 19,234,066.28 3.91 392,531.96

1.875 ........................ 6 2,547,850.00 0.52 424,641.672.000 ........................ 16 7,653,050.00 1.56 478,315.63

2.125 ........................ 10 2,122,160.00 0.43 212,216.00

2.135 ........................ 1 178,500.00 0.04 178,500.00

2.250 ........................ 4 1,488,800.00 0.30 372,200.00

2.290 ........................ 1 356,000.00 0.07 356,000.00

2.375 ........................ 7 2,124,000.00 0.43 303,428.57

2.500 ........................ 21 5,738,413.00 1.17 273,257.76

2.505 ........................ 1 607,750.00 0.12 607,750.00

2.670 ........................ 3 654,750.00 0.13 218,250.00

2.750 ........................ 7 3,574,143.02 0.73 510,591.86

2.875 ........................ 3 943,450.00 0.19 314,483.33

2.970 ........................ 1 170,484.09 0.03 170,484.09

3.000 ........................ 23 5,952,351.00 1.21 258,797.873.250 ........................ 2 597,600.00 0.12 298,800.00

3.375 ........................ 5 2,472,751.00 0.50 494,550.20

3.500 ........................ 10 2,773,640.00 0.56 277,364.00

3.625 ........................ 1 510,000.00 0.10 510,000.00

3.750 ........................ 5 1,335,750.00 0.27 267,150.00

4.875 ........................ 1 272,349.42 0.06 272,349.42

5.250 ........................ 1 255,283.27 0.05 255,283.27

5.465 ........................ 1 205,959.59 0.04 205,959.59

5.480 ........................ 1 280,055.37 0.06 280,055.37

5.500 ........................ 5 2,016,323.58 0.41 403,264.72

5.625 ........................ 9 4,411,705.70 0.90 490,189.52

5.640 ........................ 1 144,829.80 0.03 144,829.80

5.700 ........................ 1 434,215.69 0.09 434,215.69

5.730 ........................ 1 161,398.47 0.03 161,398.47

</TABLE>

S-25

<PAGE>

<TABLE>

<CAPTION>

EXHIBIT 8 -144-




% OF

NUMBER AGGREGATE MORTGAGE AVERAGE

OF PRINCIPAL LOANS IN PRINCIPAL

MORTGAGE BALANCE LOAN BALANCE

CURRENT MORTGAGE RATE (%) LOANS OUTSTANDING GROUP 1 OUTSTANDING ($)

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

<S> <C> <C> <C> <C>

5.750 ........................ 5 1,855,441.46 0.38 371,088.29

5.760 ........................ 1 117,076.27 0.02 117,076.275.770 ........................ 1 378,223.49 0.08 378,223.49

5.830 ........................ 1 304,396.48 0.06 304,396.48

5.875 ........................ 38 13,916,577.06 2.83 366,225.71

5.905 ........................ 1 267,701.15 0.05 267,701.15

5.955 ........................ 1 119,714.03 0.02 119,714.03

6.000 ........................ 53 19,444,329.46 3.95 366,874.14

6.040 ........................ 1 346,665.46 0.07 346,665.46

6.090 ........................ 1 396,507.84 0.08 396,507.84

6.095 ........................ 1 169,028.68 0.03 169,028.68

6.105 ........................ 1 484,094.08 0.10 484,094.08

6.125 ........................ 48 15,996,386.61 3.25 333,258.05

6.155 ........................ 1 150,936.48 0.03 150,936.48

6.170 ........................ 1 157,083.85 0.03 157,083.85

6.215 ........................ 1 202,091.45 0.04 202,091.456.240 ........................ 1 242,464.86 0.05 242,464.86

6.250 ........................ 30 12,399,074.73 2.52 413,302.49

6.270 ........................ 1 161,086.52 0.03 161,086.52

6.280 ........................ 4 790,409.05 0.16 197,602.26

6.290 ........................ 1 296,954.19 0.06 296,954.19

6.320 ........................ 1 301,111.56 0.06 301,111.56

6.355 ........................ 2 516,621.88 0.11 258,310.94

6.360 ........................ 1 260,064.60 0.05 260,064.60

6.375 ........................ 23 8,424,865.08 1.71 366,298.48

6.395 ........................ 2 565,438.50 0.11 282,719.25

6.400 ........................ 1 243,314.47 0.05 243,314.47

6.405 ........................ 3 466,628.94 0.09 155,542.98

6.415 ........................ 1 282,393.55 0.06 282,393.556.420 ........................ 1 411,430.80 0.08 411,430.80

6.430 ........................ 2 494,538.41 0.10 247,269.21

6.440 ........................ 2 333,017.90 0.07 166,508.95

6.480 ........................ 1 346,518.60 0.07 346,518.60

6.500 ........................ 30 9,863,239.55 2.01 328,774.65

6.530 ........................ 2 622,350.93 0.13 311,175.47

6.540 ........................ 1 292,515.70 0.06 292,515.70

</TABLE>

S-26

<PAGE>

<TABLE>

<CAPTION>

% OF





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

<S> <C> <C> <C> <C>

EXHIBIT 8 -145-




6.555 ........................ 1 463,476.70 0.09 463,476.70

6.625 ........................ 35 10,280,677.30 2.09 293,733.64

6.665 ........................ 1 396,039.29 0.08 396,039.29

6.750 ........................ 1 59,865.26 0.01 59,865.26

6.790 ........................ 1 375,326.68 0.08 375,326.68

6.795 ........................ 1 113,791.50 0.02 113,791.50

6.855 ........................ 1 190,793.88 0.04 190,793.88

6.875 ........................ 4 1,812,812.56 0.37 453,203.14

7.000 ........................ 1 172,748.02 0.04 172,748.02----- --------------- ------

Total...................... 1,222 $491,751,612.03 100.00%

===== =============== ======

</TABLE>

----------

(1) The current mortgage rates listed in the preceding table include lender

paid mortgage insurance premiums. As of the cut-off date, the weighted

average current mortgage rate of the Mortgage Loans in loan group 1 was

approximately 2.451% per annum. As of the cut-off date, the weighted

average current mortgage rate of the Mortgage Loans in loan group 1 net of

the premium charged by the lender in connection with lender paid mortgage

insurance was approximately 2.429% per annum.

TYPES OF MORTGAGED PROPERTIES

<TABLE>

<CAPTION>

% OF AVERAGE


OF PRINCIPAL LOANS IN BALANCE

MORTGAGE BALANCE LOAN OUTSTANDING

PROPERTY TYPE LOANS OUTSTANDING GROUP 1 ($)

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

<S> <C> <C> <C> <C>

2-4 Family Residence ......... 95 $ 40,303,948.77 8.20% 424,252.09High-rise Condominium ........ 15 6,126,426.34 1.25 408,428.42

Low-rise Condominium ......... 100 30,774,729.73 6.26 307,747.30

Planned Unit Development ..... 239 99,847,659.49 20.30 417,772.63

Single Family Residence ...... 773 314,698,847.70 64.00 407,113.65

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

TOTAL...................... 1,222 $491,751,612.03 100.00%

===== =============== ======

</TABLE>

S-27

<PAGE>

LOAN PURPOSE

<TABLE>

<CAPTION>

% OF AVERAGE




LOAN PURPOSE LOANS OUTSTANDING GROUP 1 ($)

EXHIBIT 8 -146-




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

<S> <C> <C> <C> <C>

Refinance (cash-out) ......... 664 $266,342,234.30 54.16% 401,117.82

Purchase ..................... 361 148,068,202.73 30.11 410,161.23

Refinance (rate/term) ........ 197 77,341,175.00 15.73 392,594.80

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

TOTAL...................... 1,222 $491,751,612.03 100.00%

===== =============== ======

</TABLE>

OCCUPANCY TYPES(1)

<TABLE>

<CAPTION>

% OF AVERAGE




OCCUPANCY TYPE LOANS OUTSTANDING GROUP 1 ($)

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

<S> <C> <C> <C> <C>

Investment Property .......... 218 $ 66,401,764.90 13.50% 304,595.25Primary Residence ............ 972 413,228,001.99 84.03 425,131.69

Secondary Residence .......... 32 12,121,845.14 2.47 378,807.66

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

TOTAL...................... 1,222 $491,751,612.03 100.00%

===== =============== ======

</TABLE>

----------

(1) Based upon representations of the related borrowers at the time of

origination.

S-28

<PAGE>

REMAINING TERMS TO MATURITY(1)

<TABLE>

<CAPTION>

% OF



REMAINING TERM MORTGAGE BALANCE LOAN BALANCE

TO MATURITY (MONTHS) LOANS OUTSTANDING GROUP 1 OUTSTANDING ($)

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

<S> <C> <C> <C> <C>360 .......................... 876 $374,304,934.00 76.12% 427,288.74

359 .......................... 189 70,029,215.88 14.24 370,524.95

358 .......................... 118 34,088,598.36 6.93 288,886.43

357 .......................... 32 10,560,584.38 2.15 330,018.26

356 .......................... 3 1,426,312.01 0.29 475,437.34

355 .......................... 2 284,592.30 0.06 142,296.15

354 .......................... 2 1,057,375.10 0.22 528,687.55

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

TOTAL ..................... 1,222 $491,751,612.03 100.00%

===== =============== ======

EXHIBIT 8 -147-




</TABLE>

----------

(1) As of the cut-off date, the weighted average remaining term to maturity of

the Mortgage Loans in loan group 1 was approximately 360 months.

DOCUMENTATION PROGRAMS

<TABLE><CAPTION>

% OF AVERAGE




DOCUMENTATION PROGRAM LOANS OUTSTANDING GROUP 1 ($)

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

<S> <C> <C> <C> <C>

Full/Alternative ............. 177 $ 59,964,070.16 12.19% 338,780.06

Reduced ...................... 824 363,948,449.72 74.01 441,685.01

Stated Income/Stated Asset ... 221 67,839,092.15 13.80 306,964.22

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

TOTAL ..................... 1,222 $491,751,612.03 100.00%===== =============== ======

</TABLE>

S-29

<PAGE>

FICO CREDIT SCORES(1)

<TABLE>

<CAPTION>

% OF AVERAGE WE

NUMBER AGGREGATE MORTGAGE PRINCIPAL A

OF PRINCIPAL LOANS IN BALANCE C

MORTGAGE BALANCE LOAN OUTSTANDING MO

RANGE OF FICO CREDIT SCORES LOANS OUTSTANDING GROUP 1 ($) RA

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

<S> <C> <C> <C> <C> <C

601 - 620 .................... 17 $ 7,495,076.34 1.52% 440,886.84

621 - 640 .................... 141 48,250,470.73 9.81 342,201.92

641 - 660 .................... 210 74,138,987.61 15.08 353,042.80

661 - 680 .................... 270 105,076,876.43 21.37 389,173.62

681 - 700 .................... 191 84,246,162.67 17.13 441,079.39

701 - 720 .................... 128 62,325,743.52 12.67 486,919.87

721 - 740 .................... 98 41,291,579.89 8.40 421,342.65741 - 760 .................... 84 34,128,913.51 6.94 406,296.59

761 - 780 .................... 49 22,231,661.13 4.52 453,707.37

781 - 800 .................... 20 7,892,154.73 1.60 394,607.74

801 - 820 .................... 8 2,928,105.47 0.60 366,013.18

Not Available ................ 6 1,745,880.00 0.36 290,980.00

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

TOTAL ..................... 1,222 $491,751,612.03 100.00%

===== =============== ======

</TABLE>

EXHIBIT 8 -148-




----------

(1) As of the cut-off date, the weighted average FICO Credit Score of the

mortgagors related to the Mortgage Loans in loan group 1 was approximately

689.

S-30

<PAGE>

GROSS MARGINS(1)

<TABLE>

<CAPTION>

% OF AVERAGE WEI

NUMBER AGGREGATE MORTGAGE PRINCIPAL AV

OF PRINCIPAL LOANS IN BALANCE CU

MORTGAGE BALANCE LOAN OUTSTANDING MOR

GROSS MARGIN (%) LOANS OUTSTANDING GROUP 1 ($) RAT

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

<S> <C> <C> <C> <C> <C>

1.375 ........................ 1 $ 225,000.00 0.05% 225,000.00 11.775 ........................ 1 459,920.00 0.09 459,920.00 1

1.875 ........................ 1 272,349.42 0.06 272,349.42 4

1.900 ........................ 1 444,000.00 0.09 444,000.00 1

1.975 ........................ 1 624,000.00 0.13 624,000.00 1

2.050 ........................ 3 1,693,250.00 0.34 564,416.67 1

2.125 ........................ 1 500,000.00 0.10 500,000.00 1

2.200 ........................ 4 2,998,000.00 0.61 749,500.00 1

2.250 ........................ 1 255,283.27 0.05 255,283.27 5

2.350 ........................ 6 2,903,100.00 0.59 483,850.00 1

2.425 ........................ 11 4,171,202.07 0.85 379,200.19 1

2.500 ........................ 19 10,144,340.21 2.06 533,912.64 1

2.575 ........................ 11 5,112,196.88 1.04 464,745.17 1

2.650 ........................ 28 14,910,111.82 3.03 532,503.99 22.725 ........................ 34 15,145,229.46 3.08 445,447.93 1

2.750 ........................ 1 634,500.00 0.13 634,500.00 1

2.800 ........................ 42 17,845,709.58 3.63 424,897.85 2

2.850 ........................ 4 1,176,462.13 0.24 294,115.53 3

2.875 ........................ 86 35,604,321.35 7.24 414,003.74 2

2.925 ........................ 4 1,170,052.66 0.24 292,513.17 2

2.950 ........................ 178 77,153,711.36 15.69 433,447.82 2

2.975 ........................ 4 1,707,684.56 0.35 426,921.14 6

3.000 ........................ 7 2,383,013.47 0.48 340,430.50 4

3.025 ........................ 7 2,348,660.07 0.48 335,522.87 3

3.050 ........................ 1 180,000.00 0.04 180,000.00 1

3.075 ........................ 127 55,065,206.01 11.20 433,584.30 2

3.100 ........................ 6 1,781,019.55 0.36 296,836.59 3

3.125 ........................ 4 1,164,161.26 0.24 291,040.32 6

3.150 ........................ 5 3,240,062.36 0.66 648,012.47 2

3.175 ........................ 3 1,207,538.66 0.25 402,512.89 3

3.200 ........................ 89 35,378,595.80 7.19 397,512.31 2

3.225 ........................ 1 190,000.00 0.04 190,000.00 1

3.250 ........................ 15 5,376,703.34 1.09 358,446.89 2

</TABLE>

S-31

EXHIBIT 8 -149-




<PAGE>

<TABLE>

<CAPTION>

% OF AVERAGE W

AGGREGATE MORTGAGE PRINCIPAL

NUMBER OF PRINCIPAL LOANS IN BALANCE

MORTGAGE BALANCE LOAN OUTSTANDING MGROSS MARGIN (%) LOANS OUTSTANDING GROUP 1 ($) R

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

<S> <C> <C> <C> <C> <

3.300 ........................ 3 1,080,800.00 0.22 360,266.67

3.325 ........................ 88 36,320,176.08 7.39 412,729.27

3.375 ........................ 7 2,217,061.76 0.45 316,723.11

3.400 ........................ 4 1,177,218.35 0.24 294,304.59

3.425 ........................ 1 434,215.69 0.09 434,215.69

3.450 ........................ 101 36,120,623.80 7.35 357,629.94

3.458 ........................ 1 320,000.00 0.07 320,000.00

3.500 ........................ 5 1,280,371.10 0.26 256,074.22

3.525 ........................ 5 576,600.00 0.12 115,320.00

3.575 ........................ 220 86,956,519.30 17.68 395,256.91

3.625 ........................ 2 473,660.74 0.10 236,830.373.700 ........................ 5 1,001,220.63 0.20 200,244.13

3.725 ........................ 5 1,251,401.63 0.25 250,280.33

3.775 ........................ 1 144,829.80 0.03 144,829.80

3.800 ........................ 2 319,965.16 0.07 159,982.58

3.825 ........................ 5 1,996,199.93 0.41 399,239.99

3.850 ........................ 1 329,612.63 0.07 329,612.63

3.925 ........................ 3 1,020,698.95 0.21 340,232.98

3.950 ........................ 21 5,468,227.48 1.11 260,391.78

3.975 ........................ 1 131,441.45 0.03 131,441.45

4.000 ........................ 2 629,532.94 0.13 314,766.47

4.025 ........................ 1 378,223.49 0.08 378,223.49

4.075 ........................ 10 2,408,351.07 0.49 240,835.11

4.100 ........................ 4 1,832,800.00 0.37 458,200.004.200 ........................ 7 1,795,004.25 0.37 256,429.18

4.225 ........................ 1 260,064.60 0.05 260,064.60

4.325 ........................ 3 746,539.29 0.15 248,846.43

4.375 ........................ 2 392,885.33 0.08 196,442.67

4.425 ........................ 1 301,111.56 0.06 301,111.56

4.450 ........................ 3 920,869.73 0.19 306,956.58

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

TOTAL ..................... 1,222 $491,751,612.03 100.00%

===== =============== ======

</TABLE>

----------

(1) As of the cut-off date, the weighted average gross margin of the Mortgage

Loans in loan group 1 was approximately 3.155%.

S-32

<PAGE>

MAXIMUM MORTGAGE RATES

<TABLE>

<CAPTION>

EXHIBIT 8 -150-




% OF AVERAGE W



MORTGAGE BALANCE LOAN OUTSTANDING M

MAXIMUM MORTGAGE RATE (%) LOANS OUTSTANDING GROUP 1 ($) R

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

<S> <C> <C> <C> <C> <

8.950 ....................... 3 $ 1,609,438.10 0.33% 536,479.379.950 ....................... 1210 486,810,239.46 99.00 402,322.51

10.325 ....................... 4 1,248,292.88 0.25 312,073.22

10.950 ....................... 4 1,881,141.59 0.38 470,285.40

11.325 ....................... 1 202,500.00 0.04 202,500.00

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

TOTAL ..................... 1,222 $491,751,612.03 100.00%

===== =============== ======

</TABLE>

----------

(1) As of the cut off date, the weighted average maximum mortgage rate of the

group 1 mortgage loans was approximately 9.952% per annum..

INITIAL RATE ADJUSTMENT DATES

<TABLE>

<CAPTION>

% OF AVERAGE W



INITIAL RATE ADJUSTMENT MORTGAGE BALANCE LOAN OUTSTANDING M

DATE LOANS OUTSTANDING GROUP 1 ($) R

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

<S> <C> <C> <C> <C> <

May 1, 2005 .................. 2 $ 1,057,375.10 0.22% 528,687.55

June 1, 2005 ................. 2 284,592.30 0.06 142,296.15July 1, 2005 ................. 3 1,426,312.01 0.29 475,437.34

August 1, 2005 ............... 31 10,457,194.12 2.13 337,328.84

September 1, 2005 ............ 112 32,739,939.14 6.66 292,320.89

October 1, 2005 .............. 182 67,434,830.22 13.71 370,521.05

November 1, 2005 ............. 807 340,046,401.22 69.15 421,371.01

December 1, 2005 ............. 52 27,905,625.92 5.67 536,646.65

January 1, 2006 .............. 28 8,623,342.00 1.75 307,976.50

February 1, 2006 ............. 3 1,776,000.00 0.36 592,000.00

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

TOTAL ..................... 1,222 $491,751,612.03 100.00%

===== =============== ======

</TABLE>

S-33

<PAGE>

MINIMUM MORTGAGE RATES

<TABLE>

<CAPTION>

% OF AVERAGE WE

EXHIBIT 8 -151-




AGGREGATE MORTGAGE PRINCIPAL A

NUMBER OF PRINCIPAL LOANS IN BALANCE C

MINIMUM MORTGAGE MORTGAGE BALANCE LOAN OUTSTANDING MO

RATE (%) LOANS OUTSTANDING GROUP 1 ($) RA

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

<S> <C> <C> <C> <C> <C

1.375 ........................ 1 $ 225,000.00 0.05% 225,000.00

1.775 ........................ 1 459,920.00 0.09 459,920.00

1.875 ........................ 1 272,349.42 0.06 272,349.421.900 ........................ 1 444,000.00 0.09 444,000.00

1.975 ........................ 1 624,000.00 0.13 624,000.00

2.050 ........................ 3 1,693,250.00 0.34 564,416.67

2.125 ........................ 1 500,000.00 0.10 500,000.00

2.200 ........................ 4 2,998,000.00 0.61 749,500.00

2.250 ........................ 1 255,283.27 0.05 255,283.27

2.350 ........................ 6 2,903,100.00 0.59 483,850.00

2.425 ........................ 11 4,171,202.07 0.85 379,200.19

2.500 ........................ 19 10,144,340.21 2.06 533,912.64

2.575 ........................ 11 5,112,196.88 1.04 464,745.17

2.650 ........................ 28 14,910,111.82 3.03 532,503.99

2.725 ........................ 34 15,145,229.46 3.08 445,447.93

2.750 ........................ 1 634,500.00 0.13 634,500.00

2.800 ........................ 42 17,845,709.58 3.63 424,897.852.850 ........................ 4 1,176,462.13 0.24 294,115.53

2.875 ........................ 86 35,604,321.35 7.24 414,003.74

2.925 ........................ 4 1,170,052.66 0.24 292,513.17

2.950 ........................ 178 77,153,711.36 15.69 433,447.82

2.975 ........................ 4 1,707,684.56 0.35 426,921.14

3.000 ........................ 7 2,383,013.47 0.48 340,430.50

3.025 ........................ 7 2,348,660.07 0.48 335,522.87

3.050 ........................ 1 180,000.00 0.04 180,000.00

3.075 ........................ 127 55,065,206.01 11.20 433,584.30

3.100 ........................ 6 1,781,019.55 0.36 296,836.59

3.125 ........................ 4 1,164,161.26 0.24 291,040.32

3.150 ........................ 5 3,240,062.36 0.66 648,012.47

3.175 ........................ 3 1,207,538.66 0.25 402,512.893.200 ........................ 89 35,378,595.80 7.19 397,512.31

3.225 ........................ 1 190,000.00 0.04 190,000.00

3.250 ........................ 15 5,376,703.34 1.09 358,446.89

3.300 ........................ 3 1,080,800.00 0.22 360,266.67

</TABLE>

S-34

<PAGE>

<TABLE>

<CAPTION>

% OF AVERAGE




MINIMUM MORTGAGE RATE (%) LOANS OUTSTANDING GROUP 1 ($)

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

<S> <C> <C> <C> <C>

3.325......................... 88 36,320,176.08 7.39 412,729.27

3.375 ........................ 7 2,217,061.76 0.45 316,723.11

3.400 ........................ 4 1,177,218.35 0.24 294,304.59

EXHIBIT 8 -152-




3.425 ........................ 1 434,215.69 0.09 434,215.69

3.450 ........................ 101 36,120,623.80 7.35 357,629.94

3.458 ........................ 1 320,000.00 0.07 320,000.00

3.500 ........................ 5 1,280,371.10 0.26 256,074.22

3.525 ........................ 5 576,600.00 0.12 115,320.00

3.575 ........................ 220 86,956,519.30 17.68 395,256.91

3.625 ........................ 2 473,660.74 0.10 236,830.37

3.700 ........................ 5 1,001,220.63 0.20 200,244.13

3.725 ........................ 5 1,251,401.63 0.25 250,280.333.775 ........................ 1 144,829.80 0.03 144,829.80

3.800 ........................ 2 319,965.16 0.07 159,982.58

3.825 ........................ 5 1,996,199.93 0.41 399,239.99

3.850 ........................ 1 329,612.63 0.07 329,612.63

3.925 ........................ 3 1,020,698.95 0.21 340,232.98

3.950 ........................ 21 5,468,227.48 1.11 260,391.78

3.975 ........................ 1 131,441.45 0.03 131,441.45

4.000 ........................ 2 629,532.94 0.13 314,766.47

4.025 ........................ 1 378,223.49 0.08 378,223.49

4.075 ........................ 10 2,408,351.07 0.49 240,835.11

4.100 ........................ 4 1,832,800.00 0.37 458,200.00

4.200 ........................ 7 1,795,004.25 0.37 256,429.18

4.225 ........................ 1 260,064.60 0.05 260,064.60

4.325 ........................ 3 746,539.29 0.15 248,846.434.375 ........................ 2 392,885.33 0.08 196,442.67

4.425 ........................ 1 301,111.56 0.06 301,111.56

4.450 ........................ 3 920,869.73 0.19 306,956.58

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

TOTAL ..................... 1,222 $491,751,612.03 100.00%

===== =============== ======

</TABLE>

----------

(1) As of the cut off date, the weighted average minimum mortgage rate of the

group 1 mortgage loans was approximately 3.155% per annum.

S-35

<PAGE>

MAXIMUM NEGATIVE AMORTIZATION(1)

<TABLE>

<CAPTION>

% OF AVERAGE



MAXIMUM NEGATIVE MORTGAGE BALANCE LOAN OUTSTANDING

AMORTIZATION (%) LOANS OUTSTANDING GROUP 1 ($)---------------- --------- --------------- --------- -----------

<S> <C> <C> <C> <C>

110 .......................... 25 $ 13,552,900.00 2.76% 542,116.00

115 .......................... 1197 478,198,712.03 97.24 399,497.67

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

TOTAL ..................... 1,222 $491,751,612.03 100.00%

===== =============== =====

</TABLE>

----------

EXHIBIT 8 -153-




(1) Reflects maximum allowable percentage of original unpaid principal balance.

S-36

<PAGE>

LOAN GROUP 2

LOAN PROGRAM

<TABLE>

<CAPTION>

% OF AVERAGE

MORTGAGE PRINCIPAL

NUMBER OF AGGREGATE LOANS IN BALANCE

MORTGAGE PRINCIPAL BALANCE LOAN OUTSTANDING

LOAN PROGRAM LOANS OUTSTANDING GROUP 2 ($)

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

<S> <C> <C> <C> <C>

One-Year MTA 2,541 $1,112,175,252.97 100.00% 437,691.95

----- ----------------- ------TOTAL...................... 2,541 $1,112,175,252.97 100.00%

===== ================= ======

</TABLE>

CURRENT MORTGAGE LOAN PRINCIPAL BALANCES(1)

<TABLE>

<CAPTION>

% OF AVERAGE

MORTGAGE PRINCIPAL


RANGE OF CURRENT MORTGAGE MORTGAGE PRINCIPAL BALANCE LOAN OUTSTANDINLOAN PRINCIPAL BALANCES ($) LOANS OUTSTANDING GROUP 2 ($)

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

<S> <C> <C> <C> <C>

0.01 - 50,000.00 ............. 2 $ 89,332.93 0.01% 44,666.4

50,000.01 - 100,000.00 ....... 31 2,589,433.61 0.23 83,530.1

100,000.01 - 150,000.00 ...... 140 18,045,678.85 1.62 128,897.7

150,000.01 - 200,000.00 ...... 215 38,379,910.80 3.45 178,511.2

200,000.01 - 250,000.00 ...... 208 46,805,451.23 4.21 225,026.2

250,000.01 - 300,000.00 ...... 224 61,995,239.85 5.57 276,764.4

300,000.01 - 350,000.00 ...... 183 59,550,810.99 5.35 325,414.2

350,000.01 - 400,000.00 ...... 324 123,158,582.30 11.07 380,119.0

400,000.01 - 450,000.00 ...... 245 104,544,579.03 9.40 426,712.5

450,000.01 - 500,000.00 ...... 210 100,065,819.64 9.00 476,503.9

500,000.01 - 550,000.00 ...... 164 86,127,472.50 7.74 525,167.5550,000.01 - 600,000.00 ...... 141 81,211,300.11 7.30 575,966.6

600,000.01 - 650,000.00 ...... 123 77,914,471.38 7.01 633,450.9

650,000.01 - 700,000.00 ...... 58 39,128,174.48 3.52 674,623.7

700,000.01 - 750,000.00 ...... 49 35,661,877.90 3.21 727,793.4

750,000.01 - 1,000,000.00 .... 144 126,994,181.79 11.42 881,904.0

1,000,000.01 - 1,500,000.00 .. 67 87,306,736.81 7.85 1,303,085.6

1,500,000.01 - 2,000,000.00 .. 13 22,606,198.77 2.03 1,738,938.3

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

TOTAL ..................... 2,541 $1,112,175,252.97 100.00%

===== ================= ======

EXHIBIT 8 -154-




</TABLE>

----------

(1) As of the cut-off date, the average current mortgage loan principal balance

of the Mortgage Loans in loan group 2 was approximately $437,692.

S-37

<PAGE>

STATE DISTRIBUTION OF MORTGAGED PROPERTIES(1)

<TABLE>

<CAPTION>

% OF AVERAGE

MORTGAGE PRINCIPAL



STATE LOANS OUTSTANDING GROUP 2 ($)

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

<S> <C> <C> <C> <C>Arizona ...................... 130 $ 44,282,356.88 3.98% 340,633.51

California.................... 1,511 759,246,740.25 68.27 502,479.64

Florida ...................... 327 111,644,835.26 10.04 341,421.51

Nevada ....................... 138 48,067,046.34 4.32 348,311.93

LessThan2..................... 435 148,934,274.24 13.39 342,377.64

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

TOTAL ..................... 2,541 $1,112,175,252.97 100.00%

===== ================= ======

</TABLE>

(1) The Other row in the preceding table includes 34 other states and the

District of Columbia with under 2% concentrations individually As of the

cut-off date, no more than approximately 0.569% of the Mortgage Loans inloan group 2 were secured by mortgaged properties located in any one postal

zip code area.

ORIGINAL LOAN-TO-VALUE RATIOS(1)(2)

<TABLE>

<CAPTION>

% OF AVERAGE

MORTGAGE PRINCIPAL


RANGE OF ORIGINAL MORTGAGE PRINCIPAL BALANCE LOAN OUTSTANDING

LOAN-TO-VALUE RATIOS (%) LOANS OUTSTANDING GROUP 2 ($)

------------------------ --------- ----------------- --------- -----------<S> <C> <C> <C> <C>

50.00 or Less................. 42 $ 18,396,583.87 1.65% 438,013.90

50.01 - 55.00................. 24 13,052,243.51 1.17 543,843.48

55.01 - 60.00................. 40 20,741,855.23 1.86 518,546.38

60.01 - 65.00................. 78 42,990,738.00 3.87 551,163.31

65.01 - 70.00................. 168 106,163,852.29 9.55 631,927.69

70.01 - 75.00................. 450 247,934,685.82 22.29 550,965.97

75.01 - 80.00................. 1,538 606,089,777.11 54.50 394,076.58

80.01 - 85.00................. 7 2,911,683.14 0.26 415,954.73

85.01 - 90.00................. 134 37,091,855.18 3.34 276,804.89

EXHIBIT 8 -155-




90.01 - 95.00................. 60 16,801,978.82 1.51 280,032.98

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

TOTAL...................... 2,541 $1,112,175,252.97 100.00%

===== ================= ======

</TABLE>

----------

(1) As of the cut-off date, the weighted average original Loan-to-Value Ratio

of the Mortgage Loans in loan group 2 was approximately 76.00%.

(2) Does not take into account any secondary financing on the Mortgage Loans in

loan group 2 that may exist at the time of origination.

S-38

<PAGE>

CURRENT MORTGAGE RATES(1)

<TABLE>

<CAPTION>

% OF





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

<S> <C> <C> <C> <C>

1.000 ........................ 857 $445,152,004.32 40.03% 519,430.58

1.250 ........................ 97 40,249,169.00 3.62 414,939.89

1.375 ........................ 433 154,644,268.68 13.90 357,146.12

1.465 ........................ 1 319,500.00 0.03 319,500.00

1.500 ........................ 71 43,405,359.00 3.90 611,343.08

1.625 ........................ 9 2,512,683.00 0.23 279,187.001.705 ........................ 1 293,400.00 0.03 293,400.00

1.750 ........................ 84 37,181,999.98 3.34 442,642.86

1.865 ........................ 1 166,500.00 0.01 166,500.00

1.875 ........................ 7 1,981,600.00 0.18 283,085.71

1.945 ........................ 1 280,000.00 0.03 280,000.00

1.980 ........................ 1 245,700.00 0.02 245,700.00

2.000 ........................ 64 28,466,214.00 2.56 444,784.59

2.125 ........................ 26 7,630,301.77 0.69 293,473.15

2.130 ........................ 1 634,000.00 0.06 634,000.00

2.165 ........................ 1 152,000.00 0.01 152,000.00

2.170 ........................ 1 418,500.00 0.04 418,500.00

2.180 ........................ 2 690,300.00 0.06 345,150.00

2.200 ........................ 1 199,400.00 0.02 199,400.00

2.205 ........................ 2 647,800.00 0.06 323,900.002.210 ........................ 2 420,943.00 0.04 210,471.50

2.220 ........................ 1 161,500.00 0.01 161,500.00

2.250 ........................ 4 1,747,500.00 0.16 436,875.00

2.280 ........................ 1 258,500.00 0.02 258,500.00

2.300 ........................ 1 185,310.00 0.02 185,310.00

2.340 ........................ 2 625,323.00 0.06 312,661.50

2.355 ........................ 1 398,990.00 0.04 398,990.00

2.375 ........................ 17 3,997,209.00 0.36 235,129.94

2.485 ........................ 1 428,000.00 0.04 428,000.00

2.490 ........................ 1 332,000.00 0.03 332,000.00

EXHIBIT 8 -156-




2.500 ........................ 9 2,708,609.00 0.24 300,956.56

2.525 ........................ 1 368,000.00 0.03 368,000.00

2.610 ........................ 14 2,617,800.00 0.24 186,985.71

2.625 ........................ 2 763,000.00 0.07 381,500.00

2.645 ........................ 1 267,750.00 0.02 267,750.00

</TABLE>

S-39

<PAGE>

<TABLE>

<CAPTION>

% OF





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

<S> <C> <C> <C> <C>

2.690 ........................ 1 386,100.00 0.03 386,100.002.750 ........................ 8 4,984,660.98 0.45 623,082.62

2.840 ........................ 2 477,900.00 0.04 238,950.00

2.875 ........................ 2 253,600.00 0.02 126,800.00

2.930 ........................ 2 501,810.49 0.05 250,905.25

2.955 ........................ 1 147,250.00 0.01 147,250.00

2.990 ........................ 1 342,000.00 0.03 342,000.00

3.000 ........................ 83 23,929,781.00 2.15 288,310.61

3.040 ........................ 1 280,000.00 0.03 280,000.00

3.125 ........................ 5 935,724.48 0.08 187,144.90

3.195 ........................ 1 294,500.00 0.03 294,500.00

3.250 ........................ 22 5,700,221.00 0.51 259,100.95

3.375 ........................ 8 2,939,740.00 0.26 367,467.50

3.450 ........................ 1 456,000.00 0.04 456,000.003.495 ........................ 1 341,900.00 0.03 341,900.00

3.500 ........................ 7 2,527,600.00 0.23 361,085.71

3.510 ........................ 1 318,250.00 0.03 318,250.00

3.600 ........................ 1 139,500.00 0.01 139,500.00

3.625 ........................ 1 650,000.00 0.06 650,000.00

3.735 ........................ 1 63,000.00 0.01 63,000.00

3.750 ........................ 7 2,738,754.00 0.25 391,250.57

3.790 ........................ 1 208,651.00 0.02 208,651.00

3.875 ........................ 1 414,604.83 0.04 414,604.83

4.000 ........................ 2 744,000.00 0.07 372,000.00

4.250 ........................ 1 400,000.00 0.04 400,000.00

4.625 ........................ 1 270,000.00 0.02 270,000.00

4.750 ........................ 1 923,077.57 0.08 923,077.57

4.875 ........................ 1 562,306.02 0.05 562,306.02

5.125 ........................ 5 3,612,551.30 0.32 722,510.26

5.190 ........................ 1 542,097.46 0.05 542,097.46

5.215 ........................ 1 233,482.18 0.02 233,482.18

5.250 ........................ 7 3,204,501.15 0.29 457,785.88

5.270 ........................ 1 217,271.26 0.02 217,271.26

5.375 ........................ 12 5,895,520.54 0.53 491,293.38

5.455 ........................ 1 385,990.72 0.03 385,990.72

5.500 ........................ 17 8,750,815.45 0.79 514,753.85

</TABLE>

EXHIBIT 8 -157-




S-40

<PAGE>

<TABLE>

<CAPTION>

% OFNUMBER AGGREGATE MORTGAGE AVERAGE




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

<S> <C> <C> <C> <C>

5.565......................... 1 480,619.33 0.04 480,619.33

5.590......................... 1 229,023.31 0.02 229,023.31

5.600......................... 1 404,259.26 0.04 404,259.26

5.625......................... 41 17,344,784.36 1.56 423,043.52

5.720......................... 1 169,450.36 0.02 169,450.36

5.740......................... 1 494,044.73 0.04 494,044.73

5.750......................... 44 20,163,768.34 1.81 458,267.46

5.815......................... 1 605,765.02 0.05 605,765.025.840......................... 1 244,414.74 0.02 244,414.74

5.875......................... 85 38,600,951.53 3.47 454,128.84

5.940......................... 1 458,060.67 0.04 458,060.67

5.995......................... 1 274,937.44 0.02 274,937.44

6.000......................... 97 37,858,609.22 3.40 390,294.94

6.030......................... 1 593,888.61 0.05 593,888.61

6.125......................... 105 47,106,040.60 4.24 448,628.96

6.135......................... 1 194,159.02 0.02 194,159.02

6.165......................... 2 690,343.55 0.06 345,171.78

6.195......................... 1 317,066.56 0.03 317,066.56

6.230......................... 2 700,180.00 0.06 350,090.00

6.240......................... 1 622,652.51 0.06 622,652.51

6.250......................... 78 31,402,131.44 2.82 402,591.436.290......................... 2 620,910.50 0.06 310,455.25

6.355......................... 1 273,958.53 0.02 273,958.53

6.365......................... 2 740,254.80 0.07 370,127.40

6.375......................... 93 40,986,816.14 3.69 440,718.45

6.415......................... 1 372,831.16 0.03 372,831.16

6.430......................... 1 348,574.77 0.03 348,574.77

6.475......................... 1 358,377.50 0.03 358,377.50

6.485......................... 2 421,835.09 0.04 210,917.55

6.500......................... 22 8,021,955.42 0.72 364,634.34

6.555......................... 1 399,283.71 0.04 399,283.71

6.615......................... 1 296,490.34 0.03 296,490.34

6.625......................... 6 1,555,246.65 0.14 259,207.78

6.750......................... 8 2,608,445.82 0.23 326,055.73

6.875......................... 1 126,996.83 0.01 126,996.83

</TABLE>

S-41

<PAGE>

<TABLE>

<CAPTION>

EXHIBIT 8 -158-




% OF




CURRENT MORTGAGE RATE (%) LOANS OUTSTANDING GROUP 2 OUTSTANDING (

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

<S> <C> <C> <C> <C>

7.125......................... 1 379,094.44 0.03 379,094.44

7.250......................... 2 384,735.49 0.03 192,367.75----- ----------------- ------

TOTAL...................... 2,541 $1,112,175,252.97 100.00%

===== ================= ======

</TABLE>

----------

(1) The current mortgage rates listed in the preceding table include lender

paid mortgage insurance premiums. As of the cut-off date, the weighted

average current mortgage rate of the Mortgage Loans in loan group 2 was

approximately 2.551% per annum. As of the cut-off date, the weighted

average current mortgage rate of the Mortgage Loans in loan group 2 net of

the premium charged by the lender in connection with lender paid mortgage

insurance was approximately 2.533% per annum.

TYPES OF MORTGAGED PROPERTIES

<TABLE>

<CAPTION>

% OF AVERAGE

MORTGAGE PRINCIPAL



PROPERTY TYPE LOANS OUTSTANDING GROUP 2 ($)

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

<S> <C> <C> <C> <C>

2-4 Family Residence.......... 206 $ 92,197,098.89 8.29% 447,558.73Condominium Hotel............. 2 625,600.00 0.06 312,800.00

Cooperative................... 1 235,500.00 0.02 235,500.00

High-rise Condominium......... 51 20,955,443.13 1.88 410,891.04

Low-rise Condominium.......... 388 122,978,436.94 11.06 316,954.73

Planned Unit Development...... 580 277,679,140.18 24.97 478,757.14

Single Family Residence....... 1,313 597,504,033.83 53.72 455,067.81

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

TOTAL...................... 2,541 $1,112,175,252.97 100.00%

===== ================= ======

</TABLE>

S-42

<PAGE>

LOAN PURPOSE

<TABLE>

<CAPTION>

% OF AVERAGE

MORTGAGE PRINCIPAL


EXHIBIT 8 -159-





LOAN PURPOSE LOANS OUTSTANDING GROUP 2 ($)

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

<S> <C> <C> <C> <C>

Refinance (cash-out).......... 876 $ 415,249,788.07 37.34% 474,029.44

Purchase...................... 1,366 565,247,980.22 50.82 413,797.94

Refinance (rate/term)......... 299 131,677,484.68 11.84 440,392.93

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

TOTAL...................... 2,541 $1,112,175,252.97 100.00%===== ================= ======

</TABLE>

OCCUPANCY TYPES(1)

<TABLE>

<CAPTION>

% OF AVERAGE

MORTGAGE PRINCIPAL



OCCUPANCY TYPE LOANS OUTSTANDING GROUP 2 ($)

-------------- --------- ----------------- -------- -----------<S> <C> <C> <C> <C>

Investment Property........... 817 $ 269,724,809.08 24.25% 330,140.53

Primary Residence............. 1,576 776,301,500.76 69.80 492,577.09

Secondary Residence........... 148 66,148,943.13 5.95 446,952.32

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

TOTAL...................... 2,541 $1,112,175,252.97 100.00%

===== ================= ======

</TABLE>

----------

(1) Based upon representations of the related borrowers at the time of

origination.

REMAINING TERMS TO MATURITY(1)

<TABLE>

<CAPTION>

% OF AVERAGE

MORTGAGE PRINCIPAL


REMAINING TERM MORTGAGE PRINCIPAL BALANCE LOAN OUTSTANDING

TO MATURITY (MONTHS) LOANS OUTSTANDING GROUP 2 ($)

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

<S> <C> <C> <C> <C>

360........................... 1,857 $ 821,335,250.20 73.85% 442,291.46

359........................... 543 238,353,564.95 21.43 438,956.84358........................... 126 46,379,955.57 4.17 368,094.89

357........................... 15 6,106,482.25 0.55 407,098.82

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

TOTAL...................... 2,541 $1,112,175,252.97 100.00%

===== ================= ======

</TABLE>

----------

(1) As of the cut-off date, the weighted average remaining term to maturity of

the Mortgage Loans in loan group 2 was approximately 360 months.

EXHIBIT 8 -160-




S-43

<PAGE>

DOCUMENTATION PROGRAMS

<TABLE><CAPTION>

% OF AVERAGE

MORTGAGE PRINCIPAL



DOCUMENTATION PROGRAM LOANS OUTSTANDING GROUP 2 ($)

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

<S> <C> <C> <C> <C>

Full/Alternative.............. 413 $ 156,889,187.97 14.11% 379,876.97

Reduced....................... 1,992 892,345,954.59 80.23 447,964.84

Stated Income/Stated Asset.... 136 62,940,110.41 5.66 462,794.93

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

TOTAL...................... 2,541 $1,112,175,252.97 100.00%===== ================= ======

</TABLE>

FICO CREDIT SCORES(1)

<TABLE>

<CAPTION>

% OF AVERAGE

MORTGAGE PRINCIPAL


RANGE OF MORTGAGE PRINCIPAL BALANCE LOAN OUTSTANDING

FICO CREDIT SCORES LOANS OUTSTANDING GROUP 2 ($)------------------ --------- ----------------- -------- -----------

<S> <C> <C> <C> <C>

581 - 600 .................... 1 $ 275,000.00 0.02% 275,000.00

601 - 620 .................... 43 16,174,339.86 1.45 376,147.44

621 - 640 .................... 194 76,847,729.56 6.91 396,122.32

641 - 660 .................... 337 130,594,800.50 11.74 387,521.66

661 - 680 .................... 482 200,006,108.91 17.98 414,950.43

681 - 700 .................... 435 203,884,211.92 18.33 468,699.34

701 - 720 .................... 303 144,416,263.09 12.99 476,621.33

721 - 740 .................... 274 126,107,115.84 11.34 460,244.95

741 - 760 .................... 203 91,728,075.02 8.25 451,862.44

761 - 780 .................... 167 78,890,288.17 7.09 472,396.94

781 - 800 .................... 75 30,590,869.95 2.75 407,878.27

801 - 820 .................... 20 8,098,532.35 0.73 404,926.62Not Available ................ 7 4,561,917.80 0.41 651,702.54

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

TOTAL ..................... 2,541 $1,112,175,252.97 100.00%

===== ================= ======

</TABLE>

----------

(1) As of the cut-off date, the weighted average FICO Credit Score of the

mortgagors related to the Mortgage Loans in loan group 2 was approximately

699.

EXHIBIT 8 -161-




S-44

<PAGE>

GROSS MARGINS(1)

<TABLE><CAPTION>

% OF AVERAGE

MORTGAGE PRINCIPAL



GROSS MARGIN (%) LOANS OUTSTANDING GROUP 2 ($)

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

<S> <C> <C> <C> <C>

0.900 ........................ 1 $ 414,604.83 0.04% 414,604.83

1.400 ........................ 1 1,250,000.00 0.11 1,250,000.00

1.650 ........................ 1 580,548.00 0.05 580,548.00

1.775 ........................ 2 1,356,077.57 0.12 678,038.79

1.900 ........................ 6 3,506,695.02 0.32 584,449.172.025 ........................ 5 2,614,937.00 0.24 522,987.40

2.150 ........................ 13 7,550,107.30 0.68 580,777.48

2.250 ........................ 1 422,191.49 0.04 422,191.49

2.275 ........................ 28 13,719,398.66 1.23 489,978.52

2.300 ........................ 1 1,000,000.00 0.09 1,000,000.00

2.375 ........................ 3 1,139,458.01 0.10 379,819.34

2.400 ........................ 47 27,250,466.33 2.45 579,797.16

2.425 ........................ 1 1,260,000.00 0.11 1,260,000.00

2.500 ........................ 1 359,142.09 0.03 359,142.09

2.525 ........................ 78 43,112,273.36 3.88 552,721.45

2.550 ........................ 1 560,000.00 0.05 560,000.00

2.620 ........................ 1 686,250.00 0.06 686,250.00

2.650 ........................ 119 59,079,735.84 5.31 496,468.372.675 ........................ 1 535,648.00 0.05 535,648.00

2.750 ........................ 3 1,443,562.84 0.13 481,187.61

2.775 ........................ 180 88,154,048.66 7.93 489,744.71

2.800 ........................ 2 1,207,000.00 0.11 603,500.00

2.825 ........................ 1 386,692.06 0.03 386,692.06

2.850 ........................ 1 499,046.32 0.04 499,046.32

2.855 ........................ 2 542,005.28 0.05 271,002.64

2.875 ........................ 3 1,693,449.72 0.15 564,483.24

2.900 ........................ 261 131,512,335.15 11.82 503,878.68

2.925 ........................ 7 2,026,018.01 0.18 289,431.14

2.950 ........................ 3 1,283,361.56 0.12 427,787.19

2.975 ........................ 1 399,061.65 0.04 399,061.65

3.000 ........................ 2 909,528.56 0.08 454,764.28

3.015 ........................ 1 498,808.47 0.04 498,808.47

3.025 ........................ 290 128,847,701.70 11.59 444,302.42

</TABLE>

S-45

<PAGE>

<TABLE>

<CAPTION>

EXHIBIT 8 -162-




% OF AVERAGE

MORTGAGE PRINCIPAL




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

<S> <C> <C> <C> <C>

3.050 ........................ 10 $ 4,177,309.52 0.38% 417,730.953.075 ........................ 4 1,660,028.80 0.15 415,007.20

3.100 ........................ 3 1,352,000.00 0.12 450,666.67

3.125 ........................ 1 491,699.20 0.04 491,699.20

3.150 ........................ 300 137,499,725.74 12.36 458,332.42

3.175 ........................ 13 6,653,937.25 0.60 511,841.33

3.200 ........................ 3 1,528,489.08 0.14 509,496.36

3.250 ........................ 3 781,020.52 0.07 260,340.17

3.275 ........................ 220 88,813,692.08 7.99 403,698.60

3.300 ........................ 8 3,496,192.56 0.31 437,024.07

3.325 ........................ 1 648,351.01 0.06 648,351.01

3.400 ........................ 651 260,037,326.58 23.38 399,442.90

3.425 ........................ 7 2,484,736.79 0.22 354,962.40

3.450 ........................ 1 292,142.45 0.03 292,142.45

3.475 ........................ 1 428,000.00 0.04 428,000.003.525 ........................ 43 13,848,549.88 1.25 322,059.30

3.550 ........................ 18 7,005,684.89 0.63 389,204.72

3.575 ........................ 4 1,650,590.68 0.15 412,647.67

3.650 ........................ 16 4,897,168.31 0.44 306,073.02

3.675 ........................ 9 2,411,041.84 0.22 267,893.54

3.725 ........................ 2 851,675.82 0.08 425,837.91

3.775 ........................ 43 13,693,756.49 1.23 318,459.45

3.800 ........................ 8 3,059,184.98 0.28 382,398.12

3.825 ........................ 1 126,996.83 0.01 126,996.83

3.900 ........................ 6 2,004,413.82 0.18 334,068.97

3.925 ........................ 6 2,315,589.25 0.21 385,931.54

4.025 ........................ 9 2,508,127.91 0.23 278,680.88

4.050 ........................ 26 7,191,983.81 0.65 276,614.764.075 ........................ 2 690,076.24 0.06 345,038.12

4.150 ........................ 16 4,588,983.43 0.41 286,811.46

4.175 ........................ 4 766,985.49 0.07 191,746.37

4.275 ........................ 7 1,717,992.10 0.15 245,427.44

4.400 ........................ 12 2,825,962.65 0.25 235,496.89

4.425 ........................ 1 316,000.00 0.03 316,000.00

4.450 ........................ 1 418,500.00 0.04 418,500.00

4.525 ........................ 5 991,700.00 0.09 198,340.00

</TABLE>

S-46

<PAGE>

<TABLE>

<CAPTION>

% OF AVERAGE

MORTGAGE PRINCIPAL




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

EXHIBIT 8 -163-




<S> <C> <C> <C> <C>

4.550......................... 1 247,110.49 0.02 247,110.49

4.650......................... 2 699,050.00 0.06 349,525.00

4.800......................... 1 254,700.00 0.02 254,700.00

4.900......................... 4 948,623.00 0.09 237,155.75

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

TOTAL...................... 2,541 $1,112,175,252.97 100.00%

===== ================= ======

</TABLE>

----------

(1) As of the cut-off date, the weighted average gross margin of the Mortgage

Loans in loan group 2 was approximately 3.088%.

MAXIMUM MORTGAGE RATES

<TABLE>

<CAPTION>

% OF AVERAGE

MORTGAGE PRINCIPAL


MORTGAGE PRINCIPAL BALANCE LOAN OUTSTANDINGMAXIMUM MORTGAGE RATE (%) LOANS OUTSTANDING GROUP 2 ($)

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

<S> <C> <C> <C> <C>

8.9500........................ 3 $ 1,297,890.68 0.12% 432,630.23

9.9500........................ 2,522 1,104,994,011.44 99.35 438,141.96

9.9990........................ 1 946,489.08 0.09 946,489.08

10.200........................ 1 300,000.00 0.03 300,000.00

10.325........................ 3 381,122.94 0.03 127,040.98

10.450........................ 1 560,000.00 0.05 560,000.00

10.950........................ 6 2,570,374.92 0.23 428,395.82

11.200........................ 1 418,500.00 0.04 418,500.00

12.450........................ 1 121,500.00 0.01 121,500.00

12.575........................ 1 480,619.33 0.04 480,619.3313.100........................ 1 104,744.58 0.01 104,744.58

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

TOTAL...................... 2,541 $1,112,175,252.97 100.00%

===== ================= ======

</TABLE>

----------

(1) As of the cut off date, the weighted average maximum mortgage rate of the


S-47

<PAGE>

INITIAL RATE ADJUSTMENT DATES

<TABLE>

<CAPTION>

% OF AVERAGE

MORTGAGE PRINCIPAL



EXHIBIT 8 -164-




INITIAL RATE ADJUSTMENT DATE LOANS OUTSTANDING GROUP 2 ($)

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

<S> <C> <C> <C> <C>

August 1, 2005................ 14 $ 5,712,704.06 0.51% 408,050.29

September 1, 2005............. 119 44,262,431.80 3.98 371,953.21

October 1, 2005............... 527 231,618,040.41 20.83 439,502.92

November 1, 2005.............. 1,759 784,221,485.97 70.51 445,833.70

December 1, 2005.............. 26 10,073,752.73 0.91 387,452.03

January 1, 2006............... 95 35,026,838.00 3.15 368,703.56February 1, 2006.............. 1 1,260,000.00 0.11 1,260,000.00

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

TOTAL...................... 2,541 $1,112,175,252.97 100.00%

===== ================= ======

</TABLE>

MINIMUM MORTGAGE RATES

<TABLE>

<CAPTION>

% OF AVERAGE

MORTGAGE PRINCIPAL

NUMBER OF AGGREGATE LOANS IN BALANCEMORTGAGE PRINCIPAL BALANCE LOAN OUTSTANDING


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

<S> <C> <C> <C> <C>

0.900......................... 1 $ 414,604.83 0.04% 414,604.83

1.400......................... 1 1,250,000.00 0.11 1,250,000.00

1.650......................... 1 580,548.00 0.05 580,548.00

1.775......................... 2 1,356,077.57 0.12 678,038.79

1.900......................... 6 3,506,695.02 0.32 584,449.17

2.025......................... 5 2,614,937.00 0.24 522,987.40

2.150......................... 13 7,550,107.30 0.68 580,777.48

2.250......................... 1 422,191.49 0.04 422,191.49

2.275......................... 28 13,719,398.66 1.23 489,978.522.300......................... 1 1,000,000.00 0.09 1,000,000.00

2.375......................... 3 1,139,458.01 0.10 379,819.34

2.400......................... 47 27,250,466.33 2.45 579,797.16

2.425......................... 1 1,260,000.00 0.11 1,260,000.00

2.500......................... 1 359,142.09 0.03 359,142.09

2.525......................... 78 43,112,273.36 3.88 552,721.45

2.550......................... 1 560,000.00 0.05 560,000.00

2.620......................... 1 686,250.00 0.06 686,250.00

2.650......................... 119 59,079,735.84 5.31 496,468.37

</TABLE>

S-48

<PAGE>

<TABLE>

<CAPTION>

% OF AVERAGE

MORTGAGE PRINCIPAL




EXHIBIT 8 -165-




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

<S> <C> <C> <C> <C>

2.675......................... 1 535,648.00 0.05 535,648.00

2.750......................... 3 1,443,562.84 0.13 481,187.61

2.775......................... 180 88,154,048.66 7.93 489,744.71

2.800......................... 2 1,207,000.00 0.11 603,500.00

2.825......................... 1 386,692.06 0.03 386,692.06

2.850......................... 1 499,046.32 0.04 499,046.32

2.855......................... 2 542,005.28 0.05 271,002.642.875......................... 3 1,693,449.72 0.15 564,483.24

2.900......................... 261 131,512,335.15 11.82 503,878.68

2.925......................... 7 2,026,018.01 0.18 289,431.14

2.950......................... 3 1,283,361.56 0.12 427,787.19

2.975......................... 1 399,061.65 0.04 399,061.65

3.000......................... 2 909,528.56 0.08 454,764.28

3.015......................... 1 498,808.47 0.04 498,808.47

3.025......................... 290 128,847,701.70 11.59 444,302.42

3.050......................... 10 4,177,309.52 0.38 417,730.95

3.075......................... 4 1,660,028.80 0.15 415,007.20

3.100......................... 3 1,352,000.00 0.12 450,666.67

3.125......................... 1 491,699.20 0.04 491,699.20

3.150......................... 300 137,499,725.74 12.36 458,332.42

3.175......................... 13 6,653,937.25 0.60 511,841.333.200......................... 3 1,528,489.08 0.14 509,496.36

3.250......................... 3 781,020.52 0.07 260,340.17

3.275......................... 220 88,813,692.08 7.99 403,698.60

3.300......................... 8 3,496,192.56 0.31 437,024.07

3.325......................... 1 648,351.01 0.06 648,351.01

3.400......................... 651 260,037,326.58 23.38 399,442.90

3.425......................... 7 2,484,736.79 0.22 354,962.40

3.450......................... 1 292,142.45 0.03 292,142.45

3.475......................... 1 428,000.00 0.04 428,000.00

3.525......................... 43 13,848,549.88 1.25 322,059.30

3.550......................... 18 7,005,684.89 0.63 389,204.72

3.575......................... 4 1,650,590.68 0.15 412,647.67

3.650......................... 16 4,897,168.31 0.44 306,073.023.675......................... 9 2,411,041.84 0.22 267,893.54

3.725......................... 2 851,675.82 0.08 425,837.91

</TABLE>

S-49

<PAGE>

<TABLE>

<CAPTION>

% OF AVERAGE

MORTGAGE PRINCIPAL




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

<S> <C> <C> <C> <C>

3.775 ........................ 43 13,693,756.49 1.23 318,459.45

3.800 ........................ 8 3,059,184.98 0.28 382,398.12

3.825 ........................ 1 126,996.83 0.01 126,996.83

3.900 ........................ 6 2,004,413.82 0.18 334,068.97

3.925 ........................ 6 2,315,589.25 0.21 385,931.54

EXHIBIT 8 -166-




4.025 ........................ 9 2,508,127.91 0.23 278,680.88

4.050 ........................ 26 7,191,983.81 0.65 276,614.76

4.075 ........................ 2 690,076.24 0.06 345,038.12

4.150 ........................ 16 4,588,983.43 0.41 286,811.46

4.175 ........................ 4 766,985.49 0.07 191,746.37

4.275 ........................ 7 1,717,992.10 0.15 245,427.44

4.400 ........................ 12 2,825,962.65 0.25 235,496.89

4.425 ........................ 1 316,000.00 0.03 316,000.00

4.450 ........................ 1 418,500.00 0.04 418,500.004.525 ........................ 5 991,700.00 0.09 198,340.00

4.550 ........................ 1 247,110.49 0.02 247,110.49

4.650 ........................ 2 699,050.00 0.06 349,525.00

4.800 ........................ 1 254,700.00 0.02 254,700.00

4.900 ........................ 4 948,623.00 0.09 237,155.75

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

TOTAL ..................... 2,541 $1,112,175,252.97 100.00%

===== ================= ======

</TABLE>

----------

(1) As of the cut off date, the weighted average minimum mortgage rate of the


S-50

<PAGE>

MAXIMUM NEGATIVE AMORTIZATION(1)

<TABLE>

<CAPTION>

% OF AVERAGE

MORTGAGE PRINCIPAL

NUMBER OF AGGREGATE LOANS IN BALANCEMAXIMUM NEGATIVE MORTGAGE PRINCIPAL BALANCE LOAN OUTSTANDING

AMORTIZATION (%) LOANS OUTSTANDING GROUP 2 ($)

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

<S> <C> <C> <C> <C>

110 .......................... 20 $ 8,470,198.47 0.76% 423,509.92

115 .......................... 2,521 1,103,705,054.50 99.24 437,804.46

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

TOTAL ..................... 2,541 $1,112,175,252.97 100.00%

===== ================= ======

</TABLE>

----------

(1) Reflects maximum allowable percentage of original unpaid principal balance.

S-51

<PAGE>

ASSIGNMENT OF THE MORTGAGE LOANS

Pursuant to the pooling and servicing agreement, on the closing date, the

depositor will sell, transfer, assign, set over and otherwise convey without

recourse to the trustee in trust for the benefit of the certificateholders all

EXHIBIT 8 -167-




Date, together with an amount equivalent to interest on each Mortgage Loan as to

which the related mortgaged property has been acquired by the trust fund through

foreclosure or deed-in-lieu of foreclosure. The "DETERMINATION DATE" is the 22nd

day of each month or, if that day is not a business day, the preceding business

day; provided that the Determination Date in each month will be at least two

business days before the related Distribution Date. Advances are intended to

maintain a regular flow of scheduled interest and principal payments on the

certificates rather than to guarantee or insure against losses. The master

servicer is obligated to make advances with respect to delinquent payments ofprincipal of or interest on each Mortgage Loan to the extent that the advances

are, in its reasonable judgment, recoverable from future payments and

collections or insurance payments or proceeds of liquidation of the related

Mortgage Loan. If the master servicer determines on any Determination Date to

make an advance, the advance will be included with the distribution to

certificateholders on the related Distribution Date. Any failure by the master

servicer to make a deposit in the Certificate Account as required under the

pooling and servicing agreement, including any failure to make an advance, will

constitute an event of default under the pooling and servicing agreement if the

failure remains unremedied for five days after written notice of the event of

default. If the master servicer is terminated as a result of the occurrence of

an event of default, the Trustee or the successor master servicer will be

obligated to make any advance, in accordance with the terms of the pooling and

servicing agreement.

S-62

<PAGE>

CERTAIN MODIFICATIONS AND REFINANCINGS

The master servicer may modify any Mortgage Loan, provided that the master

servicer purchases the Mortgage Loan from the trust fund immediately following

the modification. A Mortgage Loan may not be modified unless the modification

includes a change in the interest rate on the related Mortgage Loan to

approximately a prevailing market rate. Any purchase of a Mortgage Loan subjectto a modification will be for a price equal to 100% of the Stated Principal

Balance of that Mortgage Loan, plus accrued and unpaid interest on the Mortgage

Loan up to the first day of the month in which such proceeds are to be

distributed at the applicable net mortgage rate, net of any unreimbursed

advances of principal and interest on the Mortgage Loan made by the master

servicer. The master servicer will deposit the purchase price in the Certificate

Account within one business day of the purchase of that Mortgage Loan. Purchases

of Mortgage Loans may occur when prevailing interest rates are below the

interest rates on the Mortgage Loans and borrowers request modifications as an

alternative to refinancings. The master servicer will indemnify the trust fund

against liability for any prohibited transactions taxes and related interest,

additions or penalties incurred by any REMIC as a result of any modification or

purchase.

DESCRIPTION OF THE CERTIFICATES

GENERAL

The certificates will be issued pursuant to the pooling and servicing

agreement. The following summaries of the material terms pursuant to which the

certificates will be issued do not purport to be complete and are subject to,

and qualified in their entirety by reference to, the provisions of the pooling

and servicing agreement. When particular provisions or terms used in the pooling

and servicing agreement are referred to, the actual provisions (including

EXHIBIT 8 -168-






Balance of each class of certificates or components to which Realized Losses

have been allocated will be increased, sequentially in the order of payment

priority (from highest to lowest), by the amount of Subsequent Recoveries on the

Mortgage Loans in a related loan group distributed as principal to any related

class of certificates or components, but not by more than the amount of Realized

Losses previously allocated to reduce the Class Certificate Balance or Component

Principal Balance of such class of certificates or components; provided,

further, that to the extent a Realized Loss was covered under the Class 2-A-4

Policy, then Financial Security Assurance Inc.'s subrogation rights with respectto Subsequent Recoveries may entitle them to receipt of cash distributed to the

Class 2-A-4 Certificates instead of the Class 2-A-4 Certificates. See "Credit

Enhancement--The Financial Guaranty Insurance Policy" in this prospectus

supplement and "Application of Liquidation Proceeds" in the prospectus.

In addition, the Class Certificate Balance of the class of subordinated

certificates then outstanding with the lowest priority of payment will be

reduced if and to the extent that the aggregate of the Class Certificate

Balances of all classes of certificates (other than the Class P-1 and Class P-2

Certificates), following all distributions and the allocation of Net Deferred

Interest and Realized Losses on any Distribution Date exceeds the aggregate

Stated Principal Balance of the Mortgage Loans as of the Due Date occurring in

the month of that Distribution Date (after giving effect to principal

prepayments received in the related Prepayment Period). The Notional AmountComponents do not have principal balances and are not entitled to any

distributions in respect of principal on the Mortgage Loans in any loan group.

The pooling and servicing agreement does not permit the allocation of Realized

Losses on any of the Mortgage Loans to the Class P-1 or Class P-2 Certificates

The senior certificates will have an initial aggregate principal balance of

approximately $1,427,495,100, and will evidence in the aggregate an initial

beneficial ownership interest of approximately 89.00% in the trust fund. The

subordinated certificates will each evidence the initial beneficial ownership

interest in the trust fund set forth below:

<TABLE>

<CAPTION>INITIAL BENEFICIAL

CLASS OF SUBORDINATED CERTIFICATES OWNERSHIP INTEREST

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

<S> <C>

Class M-1......................... 1.70%

Class M-2......................... 1.55%

Class M-3......................... 1.00%

Class M-4......................... 0.85%

Class M-5......................... 0.75%

Class M-6......................... 0.75%

Class M-7......................... 0.60%

Class B-1......................... 0.55%

Class B-2......................... 0.50%

Class B-3......................... 0.85%Class B-4......................... 1.10%

Class B-5......................... 0.80%

</TABLE>

The Class A-R Certificates will be issued in fully registered certificated

form. All of the remaining classes of offered certificates will be represented

by book-entry certificates. The book-entry certificates will be issuable in

book-entry form only. The Class A-R Certificates will be issued in a

denomination of $100.

EXHIBIT 8 -170-




S-64

<PAGE>

CERTIFICATE GROUPS

The classes of senior certificates and components related to a particular

loan group are referred to as a "SENIOR CERTIFICATE GROUP"." The followingclasses of certificates are sometimes referred to, in the aggregate, as the

senior certificate groups with the designations set forth below:

<TABLE>

<CAPTION>

RE

CERTIFICATE GROUP DESIGNATION CLASSES OF CERTIFICATES

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

<S> <C> <C

Group 1 Senior Certificates.... Class 1-A-1, Class 1-A-2, Class 1-X-1, Class

1-X-2, Class 1-X-3 and Class A-R Certificates

Group 2 Senior Certificates.... Class 2-A-1, Class 2-A-2, Class 2-A-3, Class

2-A-4, Class 2-X-1 and Class 2-X-2

Certificates

Class M Certificates........... Class M-1, Class M-2, Class M-3, Class M-4,

Class M-5, Class M-6 and Class M-7

Certificates

Class B Certificates........... Class B-1, Class B-2, Class B-3, Class B-4

and Class B-5 Certificates

Subordinated Certificates...... Class M-X, Class M and Class B Certificates

</TABLE>

COMPONENT CLASSES

Solely for purposes of calculating distributions of principal and interestand allocation of Realized Losses and Deferred Interest on the Mortgage Loans in

the related loan group or loan groups, each class of Class X Certificates will

be made up of two components having designations, initial Component Principal

Balances, initial Component Notional Amounts and initial pass-through rates set

forth below.

<TABLE>

<CAPTION>

INITIAL COMPONENT INI

CLASS OF CLASS X CERTIFICATES COMPONENT DESIGNATION PRINCIPAL BALANCE NO

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

<S> <C> <C> <C>

Class 1-X-1 Certificates Class 1-X-1 IO Component.. N/A

Class 1-X-1 P Component... $0







EXHIBIT 8 -171-






Class M-X Certificates Class M-X IO Component.... N/A

Class M-X P Component..... $0

</TABLE>

The initial Component Notional Amounts set forth in the preceding table are

subject in each case to the permitted variance described in this prospectussupplement.

S-65

<PAGE>

The Class 1-X-1 IO, Class 1-X-2 IO, Class 1-X-3 IO, Class 2-X-1 IO, Class

2-X-2 IO and Class M-X IO Components are referred to as "NOTIONAL AMOUNT

COMPONENTS" or "CLASS X IO COMPONENTS." The Notional Amount Components will not

have Component Principal Balances but will bear interest on their respective

outstanding Component Notional Amounts.

The "COMPONENT NOTIONAL AMOUNT" of the Class 1-X-1 IO Component for theinterest accrual period related to each Distribution Date will be equal to the

Class Certificate Balance of the Class 1-A-1 Certificates immediately prior to

such Distribution Date.

The "COMPONENT NOTIONAL AMOUNT" of each of the Class 1-X-2 IO, and Class

1-X-3 IO Components for the interest accrual period related to each Distribution

Date will be equal to the Class Certificate Balance of the Class 1-A-2

Certificates immediately prior to such Distribution Date.

The "COMPONENT NOTIONAL AMOUNT" of each of the Class 2-X-1 IO and Class

2-X-2 IO Components for the interest accrual period related to each Distribution

Date will be equal to the aggregate Class Certificate Balance of the Class

2-A-1, Class 2-A-2, Class 2-A-3 and Class 2-A-4 Certificates immediately priorto such Distribution Date.

The "COMPONENT NOTIONAL AMOUNT" of the Class M-X IO Component for the

interest accrual period related to each Distribution Date will be equal to the

aggregate Class Certificate Balance of the subordinated certificates (other than

the Class M-X P Component) immediately prior to such Distribution Date.

Each of the Class 1-X-1 P, Class 1-X-2 P, Class 1-X-3 P, Class 2-X-1 P and

Class 2-X-2 P Components (each, a "CLASS X P COMPONENT") will have a "COMPONENT

PRINCIPAL BALANCE" (initially, equal to zero) that will increase depending on

the amount of Net Deferred Interest on the Mortgage Loans in the related loan

group that is allocated to the related Class X IO Component. The Class M-X P

Component (also a "CLASS X P COMPONENT") will have a Component Principal Balance

(initially, equal to zero) that will increase depending on the amount of NetDeferred Interest on the Mortgage Loans in both loan groups that is allocated to

the Class M-X IO Component. The Component Principal Balance of each Class X P

Component will be reduced by all amounts actually distributed as principal of

such components and all Realized Losses applied in reduction of principal of

such components on all prior Distribution Dates and will also be increased due

to the receipt of Subsequent Recoveries as described under "--General" above.

The Class Certificate Balance, if any, of each class of Class X

Certificates for any Distribution Date will equal the Component Principal

Balance of the related Class X P Component in each case, immediately prior to

EXHIBIT 8 -172-




that Distribution Date.

The components comprising a class of Class X Certificates will not be

separately transferable from such class of certificates.

SUBORDINATED PORTIONS

A portion of each loan group is related to the subordinated certificates.

Each such portion (a "SUBORDINATED PORTION") for any Distribution Date will beequal to the aggregate Stated Principal Balance of the Mortgage Loans in the

related loan group as of the Due Date in the prior month (after giving effect to

principal prepayments in the Prepayment Period related to that prior Due Date)

minus the sum of the Class Certificate Balances of the related senior

certificates and the Component Principal Balance of the related Class X P

Component immediately prior to such Distribution Date plus the amount of Net

Deferred Interest, if any, added to the balances of such Subordinated Portions.

BOOK-ENTRY CERTIFICATES

The offered certificates, other than the Class A-R Certificates, will be

issued as book-entry certificates. The Class A-R Certificates will be issued as

two certificates in fully registered certificated form in an aggregate

denomination of $100. Each class of book-entry certificates will be issued asone or more certificates that equal the

S-66

<PAGE>

aggregate initial Class Certificate Balance of each class of certificates and

that will be held by a depository, which will initially be a nominee of The

Depository Trust Company. Beneficial interests in the book-entry certificates

will be held indirectly by investors through the book-entry facilities of the

depository, as described in this prospectus supplement. Investors may hold the

beneficial interests in the book-entry certificates in minimum denominationsrepresenting an original principal amount or notional amount of $25,000 and

integral multiples of $1,000 in excess thereof in the case of LIBOR Certificates

and the MTA Certificates, and Component Notional Amounts of $100,000 and

integral multiples of $1,000 in excess thereof, in the case of Class X

Certificates.. One investor of each class of book-entry certificates may hold a

beneficial interest therein that is not an integral multiple of $1,000. The

depositor has been informed by the depository that its nominee will be CEDE &

Co. ("CEDE"). Accordingly, CEDE is expected to be the holder of record of the

book-entry certificates. Except as described in the prospectus under

"Description of the Certificates -- Book-Entry Certificates," no beneficial

owner acquiring a book-entry certificate will be entitled to receive a physical

certificate representing the certificate.

Unless and until definitive certificates are issued, it is anticipated thatthe only certificateholder of the book-entry certificates will be CEDE, as

nominee of the depository. Beneficial owners of the book-entry certificates will

not be certificateholders, as that term is used in the pooling and servicing

agreement. Beneficial owners are only permitted to exercise the rights of

certificateholders indirectly through financial intermediaries and the

depository. Monthly and annual reports on the trust fund provided to CEDE, as

nominee of the depository, may be made available to beneficial owners upon

request, in accordance with the rules, regulations and procedures creating and

affecting the depository, and to the financial intermediaries to whose

depository accounts the book-entry certificates of the beneficial owners are

EXHIBIT 8 -173-




credited.

For a description of the procedures generally applicable to the book-entry

certificates, see "Description of the Certificates -- Book-Entry Certificates"

in the prospectus.

Although The Depository Trust Company has agreed to the foregoing

procedures in order to facilitate transfers of certificates among participants

of The Depository Trust Company, they are under no obligation to perform orcontinue to perform such procedures and such procedures may be discontinued at

any time.

DETERMINATION OF LIBOR

The LIBOR Certificates will bear interest during the initial interest

accrual period at the applicable initial pass-through rates set forth in the

table under "-- Interest" below, and during each interest accrual period

thereafter at the applicable rate determined as described in the table under "--

Interest" below.

LIBOR applicable to an interest accrual period for the LIBOR Certificates

will be determined on the second business day prior to the commencement of that

interest accrual period (a "LIBOR DETERMINATION DATE"). On each LIBOR

Determination Date, the Trustee, as Calculation Agent, will establish LIBOR for

the related interest accrual period on the basis of the British Bankers'

Association ("BBA") "Interest Settlement Rate" for one-month deposits in U.S.

dollars as found on Telerate Page 3750 as of 11:00 a.m. London time on each

LIBOR Determination Date. Interest Settlement Rates currently are based on rates

quoted by sixteen BBA designated banks as being, in the view of such banks, the

offered rate at which deposits are being quoted to prime banks in the London

interbank market. Such Interest Settlement Rates are calculated by eliminating

the four highest rates and the four lowest rates, averaging the eight remaining

rates, carrying the result (expressed as a percentage) out to six decimal

places, and rounding to five decimal places. "TELERATE PAGE 3750" means the

display page currently so designated on the Bridge Telerate Service (or such

other page as may replace that page on that service for the purpose ofdisplaying comparable rates or prices).

If on any LIBOR Determination Date, the Calculation Agent is unable to

calculate LIBOR in accordance with the method set forth in the immediately

preceding paragraph, LIBOR for the next interest accrual period shall be

calculated in accordance with the method described in the prospectus under

"Description of the Certificates -- Indices Applicable to Floating Rate and

Inverse Floating Rate Classes -- LIBOR."

If on the initial LIBOR Determination Date, the Calculation Agent is

required but unable to determine LIBOR in the manner provided in the prospectus,

LIBOR for the next interest accrual period will be 4.0031%.

S-67

<PAGE>

DETERMINATION OF ONE-YEAR MTA

One-Year MTA is a per annum rate equal to the twelve-month moving average

monthly yield on United Stated Treasury Securities adjusted to a constant

maturity of one year as published by the Federal Reserve Board in the Federal

Reserve Statistical Release "Selected Interest Rates (H.15)". The One-Year MTA

EXHIBIT 8 -174-




used for each interest accrual period will be the most recent One-Year MTA

figure available as of fifteen days prior to the commencement of that interest

accrual period (a "ONE-YEAR MTA DETERMINATION DATE").

If One-Year MTA is no longer available, the calculation agent will choose a

new index for the MTA Certificates that is based on comparable information. When

the calculation agent chooses a new index for the MTA Certificates, it will

increase or decrease the Pass-Through Margin by the difference between the

average One-Year MTA for the final three years it was in effect and the averageof the most recent three years for the replacement index. The Pass-Through

Margin will be increased by that difference if the average One-Year MTA is

greater than the average replacement index, and the Pass-Through Margin will be

decreased by that difference if the replacement index is greater than the

average One-Year MTA.

If on the initial One-Year MTA Determination Date, the Calculation Agent is

required but unable to determine One-Year MTA as provided above, One-Year MTA

for the next interest accrual period will be 3.1630%.

PAYMENTS ON MORTGAGE LOANS; ACCOUNTS

On or before the closing date, the master servicer will establish an

account (the "CERTIFICATE ACCOUNT"), which will be maintained in trust for the

benefit of the certificateholders. The certificate account will be established

by the master servicer initially at Countrywide Bank, N.A., which is an

affiliate of the depositor, the sellers and the master servicer. The master

servicer will deposit or cause to be deposited in the Certificate Account all

amounts required to be deposited therein, within two business days after receipt

(or, on a daily basis, if the long-term credit rating of Countrywide Home Loans

has been reduced below the rating specified in the pooling and servicing

agreement). Funds credited to the Certificate Account may be invested for the

benefit and at the risk of the master servicer in permitted investments, as

defined in the pooling and servicing agreement, that are scheduled to mature on

or before the business day preceding the next Distribution Date. On or before

the business day immediately preceding each Distribution Date, the master

servicer will withdraw from the Certificate Account the amount of AvailableFunds for each loan group and will deposit the Available Funds in an account

established and maintained with the Trustee on behalf of the certificateholders

(the "DISTRIBUTION ACCOUNT"). The holders of the Class P-1 and Class P-2

Certificates will be entitled to all prepayment charges received on the Mortgage

Loans, and such amounts will not be available for distribution to the holders of

the other classes of certificates.

DISTRIBUTIONS

Distributions on the certificates will be made by the Trustee on the 25th

day of each month or, if that day is not a business day, on the first business

day thereafter, commencing in November 2005 (each, a "DISTRIBUTION DATE"), to

the persons in whose names the certificates are registered at the close of

business on the related Record Date. The "RECORD DATE" for the LIBOR

Certificates and any Distribution Date will be the business day immediately

preceding that Distribution Date, or if the LIBOR Certificates are no longer

book-entry certificates, the Record Date will be the last business day of the

calendar month preceding the month of that Distribution Date. For each other

class of certificates and any Distribution Date, the Record Date will be the

last business day of the calendar month immediately prior to the month in which

that Distribution Date occurs.

Distributions on each Distribution Date will be made by check mailed to the

address of the person entitled to it as it appears on the applicable certificate

EXHIBIT 8 -175-




register or, in the case of a certificateholder who holds 100% of a class of

certificates or who holds certificates with an aggregate initial certificate

balance of $1,000,000 or more or who holds a Class X Certificate and who has so

notified the Trustee in writing in accordance with the pooling and servicing

agreement, by wire transfer in immediately available funds to the account of the

certificateholder at a bank or other depository institution having appropriate

wire transfer facilities; provided, however, that the final distribution in

retirement of the certificates will be made only upon presentment and surrender

of the certificates at the corporate trust office of the Trustee.

S-68

<PAGE>

PRIORITY OF DISTRIBUTIONS AMONG CERTIFICATES

As more fully described in this prospectus supplement, distributions on the

senior certificates will be made on each Distribution Date primarily from

Available Funds of the related loan group for such Distribution Date, and, in

certain circumstances, from any Available Funds from the other loan group

remaining after distributions to the senior certificates related to such loan

group. Distributions on the subordinated certificates will be based on anyremaining Available Funds for both loan groups for such Distribution Date, in

each case after giving effect to distributions on the senior certificates in the

following amounts and order of priority:

- from amounts available with respect to loan group 2, to payment to the

insurer of the monthly premium for the Class 2-A-4 Policy;

- to interest on the classes of senior certificates and components

relating to that loan group, pro rata; provided, however, that any

distribution of interest to which the Class 1-X-1 IO Component is

otherwise entitled (after allocation of Net Deferred Interest) will

first be deposited into the Carryover Shortfall Reserve Fund (as

defined below) and will not be distributed to the Class 1-X-1Certificates except as described below;

- to principal of the classes of senior certificates and components

relating to each loan group then entitled to receive distributions of

principal, in the order and subject to the priorities set forth in

this prospectus supplement under "Description of the Certificates --

Principal," in each case in an aggregate amount up to the maximum

amount of principal to be distributed on the classes on the

Distribution Date;

- to interest on and then principal of the classes of the senior

certificates and components not relating to that loan group in the

manner, order and priority described in this prospectus supplement

under "Description of the Certificates--Transfer Payments;"

- from remaining available funds from both loan groups, to interest on

and then principal of the Class M-X Certificates; provided, however,

that any distribution of interest to which the Class M-X IO Component

is otherwise entitled (after allocation of Net Deferred Interest) will

first be deposited into the Carryover Shortfall Reserve Fund and will

not be distributed to the Class M-X Certificates except as described

below, as described below under "Description of the

Certificates--Carryover Shortfall Reserve Fund;"

EXHIBIT 8 -176-




- from remaining available funds from both loan groups, to interest on

and then principal of each other class of subordinated certificates,

in the order of their payment priorities, beginning with the Class M-1

Certificates, in each case subject to the limitations set forth under

"Description of the Certificates--Interest" and "--Principal" in this

prospectus supplement;

- to payment to the insurer the amount of all payments made by the

insurer pursuant to the Class 2-A-4 Policy which have not beenpreviously repaid (without any interest on such amount);

- from amounts on deposit in the Carryover Shortfall Reserve Fund, as

described below under "Description of the Certificates--Carryover

Shortfall Reserve Fund;" and

- from any remaining available amounts from both loan groups, to the

Class A-R Certificates.

"AVAILABLE FUNDS" for a loan group for any Distribution Date will be equal

to the sum of:

- all scheduled installments of interest (net of the related expense

fees for that loan group and after taking into account reductions due

to deferred interest on the Mortgage Loans in that loan group) and

principal due on the Mortgage Loans in that loan group in the related

Due Period and received before the related Determination Date,

together with any advances with respect to them;

S-69

<PAGE>

- all proceeds of any primary mortgage guaranty insurance policies and

any other insurance policies with respect to the Mortgage Loans in

that loan group, to the extent the proceeds are not applied to therestoration of the related mortgaged property or released to the

borrower in accordance with the master servicer's normal servicing

procedures and all other cash amounts received and retained in

connection with (a) the liquidation of defaulted Mortgage Loans in

that loan group, by foreclosure or otherwise during the calendar month

preceding the month of the Distribution Date (in each case, net of

unreimbursed expenses incurred in connection with a liquidation or

foreclosure and unreimbursed advances, if any) and (b) any Subsequent

Recoveries with respect to Mortgage Loans in that loan group;

- all partial or full prepayments with respect to Mortgage Loans in that

loan group received during the related Prepayment Period, together

with interest paid in connection with the prepayment, other than

certain excess amounts, and the Compensating Interest;

- amounts received with respect to the Distribution Date as the

Substitution Adjustment Amount or purchase price in respect of a

deleted Mortgage Loan or a Mortgage Loan in that loan group

repurchased by a seller or the master servicer as of the Distribution

Date; and

- with respect to the Class 2-A-4 Certificates only, any amounts

withdrawn from the Class 2-A-4 Reserve Fund and any payments made by

the insurer under the Class 2-A-4 Policy;

EXHIBIT 8 -177-




minus

- other than with respect of the last bullet point above, amounts in

reimbursement for advances previously made and other amounts as to

which the master servicer is entitled to be reimbursed from the

Certificate Account pursuant to the pooling and servicing agreement;

plus

- Transfer Payments Received, plus interest thereon, for such loan group

and Distribution Date;

minus

- Transfer Payments Made, plus interest thereon, from such loan group

and Distribution Date.

INTEREST

The classes of certificates will have the respective pass-through rates

described below (each, a "PASS-THROUGH RATE").

The pass-through rate for each class of LIBOR Certificates for any interest

accrual period will be a per annum rate equal to the lesser of (x) LIBOR plus

the applicable Pass-Through Margin (as set forth below) for such class and (y)

the applicable Net Rate Cap.

The pass-through rate for each class of MTA Certificates for any interest

accrual period will be a per annum rate equal to the lesser of (x) One-Year MTA

plus the applicable Pass-Through Margin (as set forth below) for such class and

(y) the applicable Net Rate Cap.

S-70

<PAGE>

The "PASS-THROUGH MARGINS" and the expected initial pass-through rates for

the LIBOR Certificates and the MTA Certificates are as set forth in the

following table:

<TABLE>

<CAPTION>

PASS-THROUGH MARGIN (%)

----------------------- EXPECTED INITIAL PASS-

CLASS OF CERTIFICATES (1) (2) THROUGH RATE (%) (3)

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

<S> <C> <C> <C>

Class 1-A-1.......... 0.3000 0.6000 4.3031

Class 1-A-2.......... 2.0000 2.0000 5.1630

Class 2-A-1.......... 1.0000 1.0000 4.1630

Class 2-A-2.......... 0.9800 0.9800 4.1430

Class 2-A-3.......... 1.6550 1.6550 4.8180

Class 2-A-4.......... 1.0200 1.0200 4.1830

Class M-1............ 0.6500 0.9750 4.6531

Class M-2............ 0.7200 1.0800 4.7231

Class M-3............ 0.8000 1.2000 4.8031

Class M-4............ 1.0700 1.6050 5.0731

Class M-5............ 1.1500 1.7250 5.1531

EXHIBIT 8 -178-




Class M-6............ 1.2000 1.8000 5.2031

Class M-7............ 1.7500 2.6250 5.7531

Class B-1............ 1.8500 2.7750 5.8531

Class B-2............ 2.3500 3.5250 6.3531

Class B-3............ 1.2500 2.5000 5.2531

Class B-4............ 1.2500 2.5000 5.2531

Class B-5............ 1.2500 1.8750 5.2531

</TABLE>

----------

(1) For each interest accrual period occurring on or prior to the Optional

Termination Date.

(2) For each interest accrual period occurring after the Optional Termination

Date.

(3) Without giving effect to the applicable Net Rate Cap.

The "OPTIONAL TERMINATION DATE" will be the date on which the aggregate

Stated Principal Balance of the Mortgage Loans and any related foreclosed or

otherwise repossessed properties at the time of repurchase is less than or equal

to 10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the

cut-off date.

The "CARRYOVER SHORTFALL AMOUNT" for any Distribution Date and each class

of LIBOR Certificates will equal the excess, if any, of (i) the amount of

interest such class of certificates would have been entitled to receive on such

Distribution Date had such pass-through rate not been subject to the applicable

Net Rate Cap, over (ii) the amount of interest such class of certificates

received on such Distribution Date based on the applicable Net Rate Cap (in each

case, prior to the reduction for Net Deferred Interest and for Net Interest

Shortfalls), together with the unpaid portion of any such excess from prior

Distribution Dates (and interest accrued thereon at the then applicable

pass-through rate on such class of certificates, without giving effect to the

applicable Net Rate Cap). Any Carryover Shortfall Amount on a class of LIBOR

Certificates will be paid on that Distribution Date or on future DistributionDates from and to the extent of funds available therefor in the Carryover

Shortfall Reserve Fund as described in this prospectus supplement under "-

Carryover Shortfall Reserve Fund."

With respect to any Distribution Date, the "ADJUSTED NET MORTGAGE RATE" for

each Mortgage Loan and any Distribution Date is the Mortgage Rate thereof (as of

the first day of the related Due Period) less the Master Servicing Fee Rate, the

trustee fee rate as provided in the pooling and servicing agreement and any

lender paid mortgage insurance premiums for such Mortgage Loan (expressed as a

per annum percentage of its Stated Principal Balance). The "WEIGHTED AVERAGE

ADJUSTED NET MORTGAGE RATE" for any loan group and Distribution Date means the

average of the Adjusted Net Mortgage Rate of each Mortgage Loan in that loan

group, weighted on the basis of its Stated Principal Balance as of the Due Date

in the prior month (after giving effect to principal prepayments in thePrepayment Period related to that prior Due Date).

The "NET RATE CAP" for the following classes of certificates and

Distribution Date is:

- with respect to the Class 1-A-1 Certificates, the Weighted Average

Adjusted Net Mortgage Rate for loan group 1, adjusted to reflect the

accrual of interest on the basis of a 360-day year and the actual

number of days for that interest accrual period,

EXHIBIT 8 -179-




S-71

<PAGE>

- with respect to the Class 1-A-2 Certificates, the Weighted Average

Adjusted Net Mortgage Rate for loan group 1 minus 0.748933829593%,

- with respect to the Class 2-A-1, Class 2-A-2, Class 2-A-3 and Class2-A-4 Certificates, the Weighted Average Adjusted Net Mortgage Rate

for loan group 2 minus 1.686006976%, 1.706006955%, 1.031006955% and

1.666006955%, respectively, and

- with respect to any class of subordinated certificates, the

Subordinate Weighted Average Rate, adjusted to reflect the accrual of

interest on the basis of a 360-day year and the actual number of days

for that interest accrual period.

The "SUBORDINATE WEIGHTED AVERAGE RATE" for each interest accrual period

related to each Distribution Date will be the sum of the following for each loan

group: the product of (x) the Weighted Average Adjusted Net Mortgage Rate for

that loan group and (y) a fraction, the numerator of which is the related

Subordinated Portion immediately prior to that Distribution Date, and the

denominator of which is the aggregate Class Certificate Balance of the

subordinated certificates immediately prior to that Distribution Date.

The pass-through rate for the Class A-R Certificates for the interest

accrual period related to each Distribution Date will be a per annum rate equal

to the Weighted Average Adjusted Net Mortgage Rate of the Group 1 Mortgage

Loans. The pass-through rate for the Class A-R Certificates for the interest

accrual period related to the first Distribution Date is expected to be

approximately 2.0446% per annum.

Each of the Class X Certificates will be entitled to receive with respect

to the interest accrual period related to each Distribution Date the sum of the

interest accrued on their respective Class X IO and Class X P Components (basedupon the Component Notional Amount, in the case of each Class X IO Component,

and upon the Component Principal Balance, in the case of each Class X P

Component) at their respective pass-through rates for that Distribution Date.

The pass-through rate for the Class 1-X-1 IO Component for the interest

accrual period related to each Distribution Date will be equal to the excess of

the Weighted Average Adjusted Net Mortgage Rate of the Group 1 Mortgage Loans

over the pass-through rate of the Class 1-A-1 Certificates for such Distribution

Date, as adjusted to reflect the accrual of interest on the basis of a 360-day

year and the actual number of days for that interest accrual period.


accrual period for each Distribution Date is 0.7489% per annum.




over the sum of (i) the pass-through rate for the Class 1-A-2 Certificates and

(ii) the pass-through rate for the Class 1-X-2 IO Component, in each case for



accrual period related to each Distribution Date will be equal to

EXHIBIT 8 -180-




- the sum of

- the product of 1.686006976% and the Class Certificate Balance of

the Class 2-A-1 Certificates immediately prior to that

Distribution Date,



Distribution Date,



Distribution Date; and

S-72

<PAGE>



Distribution Date

- divided by the aggregate Class Certificate Balance of the Class 2-A-1,

Class 2-A-2, Class 2-A-3 and Class 2-A-4 Certificates immediately

prior to that Distribution Date.

The pass-through rate for the Class 2-X-1 IO Component for the interest accrual

period related to the first Distribution Date is expected to be approximately

1.5318% per annum.




over the sum of (i) the weighted average of (a) the pass-through rate of the

Class 2-A-1 Certificates, (b) the pass-through rate of the Class 2-A-2Certificates, (c) the pass-through rate of the Class 2-A-3 Certificates and (d)

the sum of (x) the pass-through rate of the Class 2-A-4 Certificates and (y)

0.12%, and (ii) the pass-through rate for the Class 2-X-1 IO Component, in each

case for such Distribution Date.

The pass-through rate for the Class M-X IO Component for the interest

accrual period related to each Distribution Date will be a per annum rate equal

to the excess, if any, of (x) the Subordinate Weighted Average Rate over (y) the

weighted average of the pass-through rates of the Subordinated Certificates, as

adjusted to reflect the accrual of interest on the basis of a 360-day year and

the actual number of days for that interest accrual period.

All amounts in respect of interest otherwise payable to the Class 1-X-1 IO

and Class M-X IO Components on any Distribution Date will be first deposited in

the Carryover Shortfall Reserve Fund to pay any Carryover Shortfall Amount to

the related Classes of LIBOR Certificates in the manner and priority set forth

in this prospectus supplement under "- Carryover Shortfall Reserve Fund," and

then will be distributed to the Class 1-X-1 or Class M-X Certificates, as

applicable.

The pass-through rate for each Class X P Component, other than the Class

M-X P Component, for the interest accrual period related to each Distribution

Date will be a per annum rate equal to the Weighted Average Adjusted Net

Mortgage Rate of the mortgage loans in the related loan group. The pass-through

EXHIBIT 8 -181-




rate for the Class M-X P Component for the interest accrual period related to

each Distribution Date will be a per annum rate equal to the Subordinate

Weighted Average Rate. Although the pass-through rates of the Class X P

Components for the initial interest accrual period are expected to be the per

annum rates set forth in the table on page S-65 of this prospectus supplement,

their respective Component Principal Balances will each be equal to zero. No

Class X P Component will be entitled to receive any distributions of interest on

any Distribution Date with respect to which its Component Principal Balance is

zero.

Interest will accrue at the rate described in this prospectus supplement on

the certificates (other than the LIBOR Certificates) on the basis of a 360-day

year divided into twelve 30-day months. Interest will accrue at the rate

described in this prospectus supplement on the LIBOR Certificates on the basis

of a 360-day year and the actual number of days that elapsed in the accrual

period.

The interest accrual period for the interest bearing classes and components

of certificates (other than the LIBOR Certificates) for any distribution date

will be the calendar month before the distribution date. The interest accrual

period for the LIBOR Certificates for any Distribution Date will be the period

commencing on the Distribution Date in the month prior to the month in which

that Distribution Date occurs (or the closing date, in the case of the first

Distribution Date) and ending on the day immediately prior to that Distribution

Date.

On each Distribution Date, to the extent of funds available therefor, each

class of certificates and interest bearing components will be entitled to

receive an amount allocable to interest for the related interest accrual period.

This "INTEREST DISTRIBUTION AMOUNT" for any class or component will be equal to

the sum of (a) interest at the applicable pass-through rate on the related Class

Certificate Balance, Component Principal Balance or Component Notional Amount,

as the case may be, immediately prior to that Distribution Date, and (b) the sum

of the amounts, if any, by which the amount described in clause (a) above (other

than, with respect to the LIBOR Certificates, any Carryover Shortfall Amounts)

on each prior Distribution Date exceeded the amount actually distributed asinterest

S-73

<PAGE>

on the prior Distribution Dates and not subsequently distributed (which are

called unpaid interest amounts), reduced by (c) any Net Deferred Interest on the

related Mortgage Loans for that Distribution Date allocated to the applicable

class or component.

ALLOCATION OF NET DEFERRED INTEREST

With respect to each Mortgage Loan and each related Due Date, "DEFERRED

INTEREST" will be the excess, if any, of the amount of interest accrued on such

Mortgage Loan from the preceding Due Date to such Due Date over the monthly

payment due for such Due Date. Such excess may occur because the mortgage rates

of the Mortgage Loans adjust monthly, while the monthly payment generally

adjusts annually, or as a result of the application of the Payment Caps, in

either case, resulting in negative amortization.

With respect to each loan group and Distribution Date, the "NET DEFERRED

INTEREST" is equal to the excess, if any, of the deferred interest that accrued

EXHIBIT 8 -182-




on the Mortgage Loans in that loan group as described above, over the Principal

Prepayment Amount for those Mortgage Loans received during the related Due

Period and Prepayment Period.

For any Distribution Date, the "PRINCIPAL PREPAYMENT AMOUNT" for a loan

group is equal to the sum of (i) all partial and full principal prepayments by

borrowers on the Mortgage Loans in that loan group received during the related

Prepayment Period and (ii) any Subsequent Recoveries on the Mortgage Loans in

that loan group received during the related Due Period preceding the month ofthe Distribution Date. For any Distribution Date, the "NET PRINCIPAL PREPAYMENT

AMOUNT" for a loan group is equal to the excess, if any, of (i) the Principal

Prepayment Amount for that loan group over (ii) the aggregate amount of Deferred

Interest accrued on the Mortgage Loans in that loan group from the preceding Due

Date to the Due Date related to that Distribution Date.

To the extent that there is Net Deferred Interest for a loan group on a

Distribution Date, the Senior Percentage (as defined in this prospectus

supplement) of that Net Deferred Interest will be allocated, in the aggregate,

to the senior certificates in the related senior certificate group and the

Subordinated Percentage of that Net Deferred Interest will be allocated, in the

aggregate, to the subordinated certificates.

Within the classes of senior certificates, the Senior Percentage of the Net

Deferred Interest, if any, for the related loan group that will be allocated to

any such class, will be equal to (i) with respect to the Class 1-A-1

Certificates and the classes of MTA Certificates, the excess, if any, of (x) the

amount of interest that accrued on such class of certificates at its

pass-through rate during the interest accrual period related to that

Distribution Date, over (y) the amount of interest that accrues on such class at

the related Adjusted Cap Rate (described below) for the interest accrual period

related to that Distribution Date, (ii) with respect to the Class A-R, Class

1-X-2 and Class 2-X-1 Certificates, based upon their respective interest

entitlements for that Distribution Date, and (iii) with respect to the Class

1-X-1, Class 1-X-3 and Class 2-X-2 Certificates, the Senior Percentage of any

Net Deferred Interest with respect to the related loan group remaining after the

allocation to the related Senior Certificates pursuant to clauses (i) and (ii)of this sentence.

Within the subordinated certificates, the Subordinated Percentage of the

Net Deferred Interest, if any, that will be allocated to each class of

subordinated certificates (other than the Class M-X Certificates) will be equal

to the product of (a) the excess, if any, of (i) the amount of interest that

accrued on such class of certificates at its respective pass-through rate during

the interest accrual period related to that Distribution Date, over (ii) the

amount of interest that accrues on such class at the Subordinated Adjusted Cap

Rate (described below) for the interest accrual period related to that

Distribution Date and (b) a fraction, the numerator of which is equal to the

Subordinated Portion for the applicable loan group for that Distribution Date,

and the denominator of which is equal to the aggregate Subordinated Portion for

both loan groups for such Distribution Date. On each Distribution Date, the

Subordinated Percentage of any Net Deferred Interest remaining after the

allocation to the subordinated certificates (other than the Class M-X

Certificates) as described above will be allocated to the Class M-X IO

Component.

Any Net Deferred Interest allocated to a class of certificates (other than

a class of Class X Certificates) will be added to the class certificate balance

of the applicable class of certificates. Any Net Deferred Interest allocated to

a Class X-IO Component will be added to the component principal balance of the

related Class X P Component.

EXHIBIT 8 -183-




S-74

<PAGE>

The "ADJUSTED CAP RATE" for any Distribution Date and the Class 1-A-1

Certificates will equal the excess, if any, of the Weighted Average Adjusted Net

Mortgage Rate for loan group 1 for that Distribution Date, adjusted to reflectthe accrual of interest on the basis of a 360-day year and the actual number of

days that elapsed in the related interest accrual period, over a fraction

expressed as a percentage, the numerator of which is equal to the product of (i)

a fraction, the numerator of which is 360, and the denominator of which is the

actual number of days that elapsed in the related interest accrual period, and

(ii) the Net Deferred Interest for loan group 1 for that Distribution Date, and

the denominator of which is the aggregate Stated Principal Balance of the

Mortgage Loans in loan group 1 at the end of the Prepayment Period related to

the immediately preceding Distribution Date. The Adjusted Rate Cap for any

Distribution Date and the Class 1-A-2 Certificates will equal the excess, if

any, of the Weighted Average Adjusted Net Mortgage Rate for loan group 1 for

that Distribution Date, over a fraction expressed as a percentage, the numerator

of which is equal to the product of (i) 12 and (ii) the Net Deferred Interest

for loan group 1 for that Distribution Date, and the denominator of which is the

aggregate Stated Principal Balance of the Mortgage Loans in loan group 1 at the

end of the Prepayment Period related to the immediately preceding Distribution

Date. The Adjusted Rate Cap for any Distribution Date and the Class 2-A-1, Class

2-A-2, Class 2-A-3 and Class 2-A-4 Certificates will equal the excess, if any,

of the Weighted Average Adjusted Net Mortgage Rate for loan group 2 for that

Distribution Date, over a fraction expressed as a percentage, the numerator of

which is equal to the product of (i) 12 and (ii) the Net Deferred Interest for

loan group 2 for that Distribution Date, and the denominator of which is the

aggregate Stated Principal Balance of the Mortgage Loans in loan group 2 at the

end of the Prepayment Period related to the immediately preceding Distribution

Date. The Adjusted Cap Rate for the subordinated certificates other than the

Class M-X Certificates (the "SUBORDINATED ADJUSTED CAP RATE") for any

Distribution Date will equal the weighted average of the Adjusted Cap Rates foreach senior certificate group, weighted on the basis of the Subordinated Portion

of the Mortgage Loans in the related loan group.

ALLOCATION OF INTEREST SHORTFALLS

The interest entitlement described above for each class of certificates for

any Distribution Date will be reduced by the amount of Net Interest Shortfalls

experienced by (a) the related loan group, with respect to the senior

certificates and (b) both loan groups, with respect to the subordinated

certificates. With respect to any Distribution Date and loan group, the "NET

INTEREST SHORTFALL" is equal to

- any net prepayment interest shortfalls for that loan group and

Distribution Date and

- the amount of interest that would otherwise have been received with

respect to any Mortgage Loan in that loan group that was the subject

of a Relief Act Reduction or a Debt Service Reduction.

Net Interest Shortfalls for a loan group on any Distribution Date will be

allocated pro rata among all classes and components of the related senior

certificates and the classes of subordinated certificates entitled to receive

distributions of interest on such Distribution Date, based on the amount of

interest each such class of certificates or component would otherwise be

EXHIBIT 8 -184-




entitled to receive (or, in the case of the subordinated certificates, deemed to

be entitled to receive based upon such subordinated class' share of the

Subordinated Portion, as described more fully below) on such Distribution Date,

in each case before taking into account any reduction in such amounts from such

Net Interest Shortfalls.

With respect to any Distribution Date, a "NET PREPAYMENT INTEREST

SHORTFALL" for a loan group is the amount by which the aggregate of prepayment

interest shortfalls experienced by the Mortgage Loans in that loan group exceedsthe sum of (x) the Compensating Interest for that loan group and Distribution

Date and (y) the excess, if any, of the Compensating Interest for the other loan

group, over the prepayment interest shortfalls for that loan group. A

"PREPAYMENT INTEREST SHORTFALL" is the amount by which interest paid by a

borrower in connection with a prepayment of principal on a Mortgage Loan during

the portion of the related Prepayment Period occurring in the calendar month

preceding the month of the Distribution Date is less than one month's interest

at the related Mortgage Rate less the Master Servicing Fee Rate on the Stated

Principal Balance of the Mortgage Loan. Each class' or component's pro rata

share of the Net Interest Shortfalls will be based upon the amount of interest

the class or component would otherwise have been entitled to receive on the

Distribution Date.

S-75

<PAGE>

For purposes of allocating Net Interest Shortfalls for a loan group to the

subordinated certificates on any Distribution Date, the amount of interest each

class of subordinated certificates would otherwise be deemed to be entitled to

receive from Available Funds for that loan group on the Distribution Date will

be equal to an amount of interest at the pass-through rate on that class' pro

rata share (based upon their respective Class Certificate Balances) of the

Subordinated Portion for that loan group and Distribution Date; provided,

however, on any Distribution Date after a Senior Termination Date, Net Interest

Shortfalls for the related loan group will be allocated to the classes ofsubordinated certificates based on the amount of interest each such class of

subordinated certificates would otherwise be entitled to receive on that

Distribution Date.

A "RELIEF ACT REDUCTION" is a reduction in the amount of the monthly

interest payment on a Mortgage Loan pursuant to the Servicemembers Civil Relief

Act or similar state laws. See "Legal Aspects of the Mortgage Loans --

Servicemembers Civil Relief Act" in the prospectus. A "DEBT SERVICE Reduction"

is the modification of the terms of a mortgage loan in the course of a

borrower's bankruptcy proceeding, allowing for the reduction of the amount of

the monthly payment on the related mortgage loan.

In order to provide protection to the holders of the Class 2-A-4

Certificates against the allocation thereto of net prepayment interestshortfalls and Relief Act Reductions, a reserve fund (the "CLASS 2-A-4 RESERVE

FUND") will be established for the benefit of the Class 2-A-4 Certificates into

which $5,000 will be deposited on the closing date. No additional amounts will

be deposited into the Class 2-A-4 Reserve Fund after the closing date. If any

net prepayment interest shortfalls or Relief Act Reductions on the mortgage

loans are allocated to the Class 2-A-4 Certificates on any Distribution Date,

the amount of such shortfall will be withdrawn from the Class 2-A-4 Reserve

Fund, to the extent funds are available, and will be distributed on such

Distribution Date to the holders of the Class 2-A-4 Certificates. We cannot

assure you that the amount on deposit in the Class 2-A-4 Reserve Fund will be

EXHIBIT 8 -185-




sufficient to cover net prepayment interest shortfalls or Relief Act Reductions

allocated to the Class 2-A-4 Certificates under all circumstances.

The Class 2-A-4 Policy does not cover net prepayment interest shortfalls or

Relief Act Reductions allocated to the Class 2-A-4 Certificates.

After the amount on deposit in the Class 2-A-4 Reserve Fund is exhausted,

the Class 2-A-4 Certificates will bear their proportionate share of the net

prepayment interest shortfalls and Relief Act Reductions on the mortgage loans.Any amounts remaining in the Class 2-A-4 Reserve Fund on the Distribution Date

on which the Class Certificate Balance of the Class 2-A-4 Certificates has been

reduced to zero will be distributed to Deutsche Bank Securities Inc.

If on a particular Distribution Date, Available Funds for a loan group in

the Certificate Account applied in the order described above under "-- Priority

of Distributions Among Certificates" are not sufficient to make a full

distribution of the interest entitlement on the certificates and components

related to that loan group, interest will be distributed on each class of

related certificates and components of equal priority based on the amount of

interest it would otherwise have been entitled to receive in the absence of the

shortfall. Any unpaid interest amount will be carried forward and added to the

amount holders of each affected class of certificates and components will be

entitled to receive on the next Distribution Date. A shortfall could occur, for

example, if losses realized on the Mortgage Loans in that loan group were

exceptionally high or were concentrated in a particular month. Any unpaid

interest amount so carried forward will not bear interest.

THE CORRIDOR CONTRACT

The trust fund will have the benefit of one interest rate corridor contract

(the "CORRIDOR CONTRACT"), for the Class 1-A-1 Certificates, Swiss Re Financial

Products Corporation ("SRFP" or the "CORRIDOR CONTRACT COUNTERPARTY"), as

evidenced by a confirmation (the "CONFIRMATION"). Pursuant to the Corridor

Contract, the terms of an ISDA Master Agreement were incorporated into the

confirmation of the Corridor Contract, as if the ISDA Master Agreements had been

executed by the trustee, not in its individual capacity, but solely, as trusteeand the Corridor Contract Counterparty on the date that the Corridor Contract

was executed. The Corridor Contract was subject to certain ISDA definitions as

published by the International Swaps and Derivatives Association, Inc.

The Corridor Contract Counterparty under the Corridor Contract is Swiss Re

Financial Products Corporation ("SRFP"), a Delaware corporation and indirect,

wholly owned subsidiary of Swiss Reinsurance

S-76

<PAGE>

Company ("SWISS RE"), a Swiss corporation. SRFP currently has a counterparty

credit rating of "AA (negative CreditWatch)" and a short-term debt rating of

"A-1+" from Standard & Poor's.

The obligations of SRFP under the Corridor Contract are fully and

unconditionally guaranteed by Swiss Re. Swiss Re currently has (i) a

counterparty credit rating of "AA (negative CreditWatch)", an insurer financial

strength rating of "AA (negative CreditWatch)", a senior unsecured debt rating

of "AA (negative CreditWatch)" and a short-term debt rating of "A-1+" from

Standard & Poor's, (ii) an insurance financial strength rating of "Aa2 (stable

outlook)", a senior unsecured rating of "Aa2" and a short-term rating of "P-1"

EXHIBIT 8 -186-




from Moody's and (iii) an insurer financial strength rating (Fitch initiated) of

"AA+(stable)" and a senior unsecured rating of "AA+(stable)" from Fitch.

Various regulatory authorities, including the U.S. Securities and Exchange

Commission and State Attorneys General in the United States, including the

Attorney General of the State of New York, and more recently the U.K. Financial

Services Authority, as well as law enforcement agencies, are conducting

investigations of non-traditional, or loss mitigation insurance, products. Swiss

Reinsurance Company is among the companies that have received subpoenas toproduce documents relating to "non-traditional" products as part of these

investigations. Swiss Reinsurance Company has announced that it is cooperating

fully with all requests for documents addressed to Swiss Reinsurance Company. It

is unclear at this point what the ultimate scope of the investigations will be,

in terms of the products, parties or practices under review, particularly given

the potentially broad range of products that could be characterized as

"non-traditional." It is therefore also unclear what the direct or indirect

consequences of such investigations will be, and Swiss Reinsurance Company is

not currently in a position to give any assurances as to the consequences for it

or the insurance and reinsurance industries of the foregoing investigations or

related developments.

The information contained in the preceding three paragraphs has been

provided by SRFP and Swiss Re for use in this prospectus supplement. SRFP andSwiss Re have not been involved in the preparation of, and do not accept

responsibility for, this prospectus supplement as a whole or the accompanying

prospectus.

Beginning on the Distribution Date in December 2005 and on or prior to the

Corridor Contract Termination Date, amounts (if any) received by the Trustee for

the benefit of the trust fund in respect of the Corridor Contract will be used

to pay the Carryover Shortfall Amount on the Class 1-A-1 Certificates, as

described below under "--Corridor Contract Reserve Fund."

With respect to the Corridor Contract and any Distribution Date beginning

on the Distribution Date in December 2005 to and including the Distribution Date

in February 2014 (the "CORRIDOR CONTRACT TERMINATION DATE"), the amount payableby the Corridor Contract Counterparty under the Corridor Contract will equal the

product of (i) the excess, if any, of (x) the lesser of (A) One-Month LIBOR (as

determined by the Corridor Contract Counterparty) and (B) the related Maximum

LIBOR Rate, over (y) the related LIBOR Strike Rate, (ii) the lesser of (x) the

related Corridor Contract Notional Balance for such Distribution Date and (y)

the Class Certificate Balance of the Class 1-A-1 Certificates immediately prior

to that Distribution Date, and (iii) (x) the actual number of days in the

related interest accrual period divided by (y) 360.

S-77

<PAGE>

The "CORRIDOR CONTRACT NOTIONAL BALANCES", "LIBOR STRIKE RATE" and "MAXIMUM

LIBOR RATE" for the Corridor Contract are set forth in the following tables:

<TABLE>

<CAPTION>

LIBOR

CORRIDOR CONTRACT STRIKE RATE MAXIMUM LIBOR

DISTRIBUTION DATES NOTIONAL BALANCE ($) (%) RATE (%)

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

<S> <C> <C> <C>

EXHIBIT 8 -187-




December 25, 2005......... 255,279,560.02 6.3937 10.0000

January 25, 2006.......... 248,967,814.09 9.0453 10.0000

February 25, 2006......... 243,611,153.58 9.2378 10.0000

March 25, 2006............ 238,403,861.32 10.0000 10.0000

April 25, 2006............ 233,299,171.30 9.2379 10.0000

May 25, 2006.............. 228,294,976.56 9.5458 10.0000

June 25, 2006............. 223,389,215.01 9.2379 10.0000

July 25, 2006............. 218,579,868.45 9.5458 10.0000

August 25, 2006........... 213,864,961.59 9.2379 10.0000September 25, 2006........ 209,242,374.52 9.2379 10.0000

October 25, 2006.......... 204,706,499.79 9.5459 10.0000

November 25, 2006......... 200,250,351.31 9.2380 10.0000

December 25, 2006......... 195,839,911.17 9.5459 10.0000

January 25, 2007.......... 191,516,787.80 9.2380 10.0000

February 25, 2007......... 187,279,180.35 9.2380 10.0000

March 25, 2007............ 183,125,326.45 10.0000 10.0000

April 25, 2007............ 179,053,501.38 9.2380 10.0000

May 25, 2007.............. 175,062,017.24 9.5460 10.0000

June 25, 2007............. 171,149,222.11 9.2381 10.0000

July 25, 2007............. 167,313,499.33 9.5460 10.0000

August 25, 2007........... 163,532,802.54 9.2381 10.0000

September 25, 2007........ 159,821,827.86 9.2381 10.0000

October 25, 2007.......... 156,179,770.07 9.5460 10.0000

November 25, 2007......... 152,602,383.19 9.2381 10.0000

December 25, 2007......... 149,062,631.98 9.5461 10.0000

January 25, 2008.......... 145,592,775.66 9.2381 10.0000

February 25, 2008......... 142,192,216.82 9.2382 10.0000

March 25, 2008............ 138,859,149.35 9.8753 10.0000

April 25, 2008............ 135,592,544.71 9.2382 10.0000

May 25, 2008.............. 131,699,229.85 9.5461 10.0000

June 25, 2008............. 127,897,498.63 9.2381 10.0000

July 25, 2008............. 124,104,504.66 9.5459 10.0000

August 25, 2008........... 120,387,879.81 9.2379 10.0000

September 25, 2008........ 116,759,626.49 9.2379 10.0000

October 25, 2008.......... 113,201,333.21 9.5457 10.0000

November 25, 2008......... 110,102,278.98 9.2378 10.0000December 25, 2008......... 107,445,868.11 9.5457 10.0000

January 25, 2009.......... 104,843,748.68 9.2378 10.0000

February 25, 2009......... 102,299,831.62 9.2378 10.0000

March 25, 2009............ 99,817,116.64 10.0000 10.0000

April 25, 2009............ 97,390,655.90 9.2378 10.0000

May 25, 2009.............. 95,022,640.10 9.5457 10.0000

June 25, 2009............. 92,711,669.71 9.2377 10.0000

July 25, 2009............. 90,456,253.16 9.5457 10.0000

August 25, 2009........... 88,255,187.27 9.2377 10.0000

September 25, 2009........ 86,107,170.14 9.2378 10.0000

October 25, 2009.......... 84,010,930.98 9.5457 10.0000

November 25, 2009......... 81,965,229.28 9.2378 10.0000

December 25, 2009......... 79,968,854.16 9.5457 10.0000

January 25, 2010.......... 78,020,623.63 9.2378 10.0000

February 25, 2010......... 76,119,383.92 9.2378 10.0000

March 25, 2010............ 74,264,008.78 10.0000 10.0000

April 25, 2010............ 72,453,398.86 9.2378 10.0000

May 25, 2010.............. 70,686,481.04 9.5457 10.0000

June 25, 2010............. 68,962,207.82 9.2378 10.0000

July 25, 2010............. 67,279,556.73 9.5457 10.0000

August 25, 2010........... 65,637,529.68 9.2378 10.0000

September 25, 2010........ 64,035,152.43 9.2378 10.0000

October 25, 2010.......... 62,471,474.01 9.5457 10.0000

November 25, 2010......... 60,945,566.15 9.2378 10.0000

EXHIBIT 8 -188-




December 25, 2010......... 59,456,522.74 9.5457 10.0000

January 25, 2011.......... 58,003,459.34 9.2378 10.0000

February 25, 2011......... 56,585,512.61 9.2378 10.0000

March 25, 2011............ 55,201,839.83 10.0000 10.0000

April 25, 2011............ 53,851,618.44 9.2378 10.0000

May 25, 2011.............. 52,534,045.51 9.5457 10.0000

June 25, 2011............. 51,248,337.30 9.2378 10.0000

July 25, 2011............. 49,993,728.79 9.5457 10.0000

August 25, 2011........... 48,769,473.25 9.2378 10.0000September 25, 2011........ 47,574,841.79 9.2378 10.0000

October 25, 2011.......... 46,409,122.95 9.5457 10.0000

November 25, 2011......... 45,271,622.27 9.2378 10.0000

December 25, 2011......... 44,161,661.87 9.5457 10.0000

January 25, 2012.......... 43,078,580.10 9.2378 10.0000

February 25, 2012......... 42,021,731.13 9.2378 10.0000

March 25, 2012............ 40,990,484.55 9.8748 10.0000

April 25, 2012............ 39,984,225.04 9.2378 10.0000

May 25, 2012.............. 39,002,351.98 9.5457 10.0000

June 25, 2012............. 38,044,279.13 9.2378 10.0000

July 25, 2012............. 37,109,434.26 9.5457 10.0000

August 25, 2012........... 36,197,258.83 9.2378 10.0000

September 25, 2012........ 35,307,207.66 9.2378 10.0000

October 25, 2012.......... 34,438,748.61 9.5457 10.0000November 25, 2012......... 33,591,362.27 9.2378 10.0000

December 25, 2012......... 32,764,541.67 9.5457 10.0000

January 25, 2013.......... 31,957,791.96 9.2378 10.0000

February 25, 2013......... 31,170,630.12 9.2378 10.0000

March 25, 2013............ 30,402,584.72 10.0000 10.0000

April 25, 2013............ 29,653,195.58 9.2378 10.0000

May 25, 2013.............. 28,922,013.57 9.5457 10.0000

June 25, 2013............. 28,208,600.28 9.2378 10.0000

July 25, 2013............. 27,512,527.81 9.5457 10.0000

August 25, 2013........... 26,833,378.51 9.2378 10.0000

September 25, 2013........ 26,170,744.72 9.2378 10.0000

October 25, 2013.......... 25,524,228.56 9.5457 10.0000

November 25, 2013......... 24,893,441.65 9.2378 10.0000December 25, 2013......... 24,278,004.93 9.5457 10.0000

January 25, 2014.......... 23,677,548.43 9.2378 10.0000

February 25, 2014......... 23,091,711.03 9.2378 10.0000

March 25, 2014

and thereafter......... 0.00 N/A N/A

</TABLE>

S-78

<PAGE>

The Corridor Contract will be subject to early termination only in limited

circumstances. Such circumstances generally include certain insolvency orbankruptcy events in relation to the Corridor Contract Counterparty or the trust

fund, the failure by the Corridor Contract Counterparty (within one business day

after notice of such failure is received by the Corridor Contract Counterparty)

to make a payment due under the Corridor Contract, the failure by the Corridor

Contract Counterparty (within 30 days after notice of such failure is received)

to perform any other agreement made by it under the Corridor Contract, and the

Corridor Contract becoming illegal or subject to certain kinds of taxation. The

Corridor Contract will also be subject to early termination following the

failure by the Corridor Contract Counterparty to take certain actions specified

in the Corridor Contract within 30 days following its best rating going below

EXHIBIT 8 -189-




certain applicable rating agency ratings specified in the Corridor Contract.

If the Corridor Contract is terminated early, the Corridor Contract

Counterparty may owe a termination payment to the trustee, payable in a lump sum

to be deposited in the Corridor Contract Reserve Fund and applied on future

Distribution Dates to pay any Carryover Shortfall Amounts. However, if such

termination occurs, there can be no assurance that any such termination payment

will be owing to the trustee.

The Class 1-A-1 Certificates do not represent obligations of the Corridor

Contract Counterparty. The holders of the Class 1-A-1 Certificates are not

parties to or beneficiaries under the Corridor Contract and will not have any

right to proceed directly against the Corridor Contract Counterparty in respect

of its obligations under the Corridor Contract.

CORRIDOR CONTRACT RESERVE FUND

On the closing date, the trustee will establish an account (the "CORRIDOR

CONTRACT RESERVE FUND"), which is held in trust by the trustee on behalf of the

holders of the Class 1-A-1 Certificates. On the closing date, the depositor will

cause to be deposited $1,000 in the Corridor Contract Reserve Fund. The Corridor

Contract Reserve Fund will not be an asset of any REMIC.

On each Distribution Date, the trustee will deposit in the Corridor

Contract Reserve Fund any amounts received in respect of the Corridor Contract

for the related interest accrual period. On each Distribution Date, any amounts

so received in respect of the Corridor Contract will be distributed to the Class

1-A-1 Certificates in an amount up to the amount of any Carryover Shortfall

Amount for the Class 1-A-1 Certificates for that Distribution Date. Any amounts

received on the Corridor Contract in excess of the amount required to pay the

Carryover Shortfall Amounts will be distributed to Deutsche Bank Securities Inc.

Amounts on deposit in the Corridor Contract Reserve Fund will be

distributed prior to any distributions from the Carryover Shortfall Reserve

Fund.

CARRYOVER SHORTFALL RESERVE FUND

On the closing date, the trustee will establish a reserve fund (the

"CARRYOVER SHORTFALL RESERVE FUND"). On the closing date the Depositor will

cause to be deposited approximately $1,000 in the Carryover Shortfall Reserve

Fund. On each Distribution Date, all amounts distributable as interest to the

Class 1-X-1 IO and Class M-X IO Components will be deposited in the Carryover

Shortfall Reserve Fund and will be distributed (after taking into account

amounts paid from the Corridor Contract Reserve Fund), sequentially, as follows:

- first, concurrently, (a) from amounts otherwise distributable to the

Class 1-X-1 IO Component, to the Class 1-A-1 Certificates and (b) from

amounts otherwise distributable to the Class M-X IO Component,

sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, ClassM-5, Class M-6, Class M-7, Class B-1, Class B-2, Class B-3, Class B-4

and Class B-5 Certificates, in that order; in each case based upon the

amount of any Carryover Shortfall Amounts with respect to such classes

of certificates; and

- second, concurrently, (a) from amounts remaining on deposit in the

Carryover Shortfall Reserve Fund otherwise distributable to the Class

1-X-1 IO Component, to the Class 1-X-1 Certificates and (b) from

amounts on deposit in the Carryover Shortfall Reserve Fund otherwise

distributable to the Class M-X IO Component, to the Class M-X

EXHIBIT 8 -190-




Certificates.

S-79

<PAGE>

To the extent amounts in respect of interest otherwise payable to the Class

1-X-1 IO and Class M-X IO Components are used to pay Carryover Shortfall Amountsand are not paid to the related classes of certificates, holders of those

certificates will not be entitled to reimbursement for such amounts from the

trust fund.

In addition to the $1,000 deposit described in the second preceding

paragraph, on the closing date the Depositor will cause to be deposited in the

Carryover Shortfall Reserve Fund an amount that is expected to be sufficient to

cover any Carryover Shortfall Amounts on the Offered Certificates (including

both the LIBOR Certificates and the MTA Certificates) with respect to the first

three Distribution Date. On the first three Distribution Dates, such amount will

be distributed first concurrently, to the Senior Certificates, pro rata, based

upon the amount of any Carryover Shortfall Amounts with respect to each such

class of certificates for that Distribution Date, and then, sequentially, to the

Subordinated Certificates, beginning with the class of subordinated certificatesthen outstanding with the highest payment priority, in each case based upon the

amount of any Carryover Shortfall Amounts with respect to each such class of

certificates for that Distribution Date. Any such amount caused to be deposited

by the Depositor as described in the first sentence of this paragraph that

remains after payment of any Carryover Shortfall Amounts to the certificates on

the first three Distribution Dates will be distributed to Deutsche Bank

Securities Inc. and will not be available to cover any Carryover Shortfall

Amounts on subsequent Distribution Dates. Except with respect to the first three

Distribution Dates, the MTA Certificates will not be entitled to receive any

distributions in respect of Carryover Shortfall Amounts.

PRINCIPAL

General. On each Distribution Date, the Principal Amount for each loan

group will be distributed as principal first with respect to the related classes

of senior certificates (or with respect to each class of Class X Certificates,

the related Class X P Component) in an amount up to the related Senior Principal

Distribution Amount for such loan group, and second as principal of the

subordinated certificates (or with respect to the Class M-X Certificates, the

Class M-X P Component), as a portion of the Subordinated Principal Distribution

Amount.

The "PRINCIPAL AMOUNT" for any Distribution Date and loan group will equal

the sum of:

1. all monthly payments of principal due on each Mortgage Loan

(other than a Liquidated Mortgage Loan) in that loan group duringthe related Due Period,

2. the principal portion of the purchase price of each Mortgage Loan

in that loan group that was repurchased by a seller, the master

servicer or another person pursuant to the pooling and servicing

agreement as of the Distribution Date,

3. the Substitution Adjustment Amount in connection with any deleted

Mortgage Loan in that loan group received with respect to the

Distribution Date,

EXHIBIT 8 -191-




4. any insurance proceeds or liquidation proceeds allocable to

recoveries of principal of Mortgage Loans in that loan group that

are not yet Liquidated Mortgage Loans received during the

calendar month preceding the month of the Distribution Date,

5. with respect to each Mortgage Loan in that loan group that became

a Liquidated Mortgage Loan during the calendar month preceding

the month of the Distribution Date, the amount of the liquidationproceeds allocable to principal received with respect to that

Mortgage Loan, and

6. the Net Principal Prepayment Amount for that loan group,

plus

- any Transfer Payments Received for such loan group and Distribution

Date,

minus

- any Transfer Payments Made for such loan group and Distribution Date.

For any Distribution Date, the "PRINCIPAL PAYMENT AMOUNT" for a loan group

is equal to all amounts described in clauses 1. through 5. of the definition of

Principal Amount for that loan group and that Distribution Date.

S-80

<PAGE>

TRANSFER PAYMENTS

Transfer Payment due to disproportionate Realized Losses in one loan group.

If on any Distribution Date the aggregate Class Certificate Balance andComponent Principal Balance of the senior certificates related to a loan group

immediately prior to such Distribution Date is greater than the aggregate Stated

Principal Balance of the Mortgage Loans in that loan group as of the first day

of the related Due Period (the "UNDERCOLLATERALIZED Group"), then the following

will occur:

- the Available Funds in the loan group that is not an

Undercollateralized Group (the "OVERCOLLATERALIZED GROUP") will be

reduced, after distributions of interest to the senior certificates

related to the Overcollateralized Group, by an amount equal to one

month's interest on the Transfer Payment Received by the

Undercollateralized Group at the Weighted Average Adjusted Net

Mortgage Rate of the Mortgage Loans in the Undercollateralized Group

and that amount will be added to the Available Funds of the

Undercollateralized Group; and

- the portion of the Available Funds in respect of principal on the

Mortgage Loans in the Overcollateralized Group, after distributions of

principal to the senior certificates related to such

Overcollateralized Group, will be distributed, to the extent of the

portion of Available Funds available therefor, to the senior

certificates of the Undercollateralized Group until the aggregate

Class Certificate Balance of the senior certificates of the

Undercollateralized Group equals the aggregate Stated Principal

EXHIBIT 8 -192-




Balance of the Mortgage Loans in the related loan group.

Consequently, the subordinated certificates will not receive any

distributions of principal until the Undercollateralized Group is no longer

undercollateralized.

On each Distribution Date, the "TRANSFER PAYMENT" for an

Undercollateralized Group will equal the excess, if any, of the aggregate Class

Certificate Balance of the related senior certificates immediately prior to suchDistribution Date for such Undercollateralized Group over the aggregate Stated

Principal Balance of the Mortgage Loans in such loan group as of the Due Date in

the prior month (after giving effect to principal prepayments in the Prepayment

Period related to that prior Due Date). The Transfer Payment received by an

Undercollateralized Group is referred to as a "TRANSFER PAYMENT RECEIVED." The

Transfer Payment made by an Overcollateralized Group is referred to as a

"TRANSFER PAYMENT MADE."

All or a portion of the distributions to the senior certificates pursuant

to the transfer payment provisions described above may be made on the

Distribution Date in the month following the month during which such Transfer

Payment occurs (without any additional distribution of interest or earnings

thereon with respect to such delay).

Senior Principal Distribution Amount. On each Distribution Date, the

Principal Amount, for a loan group, up to the amount of the related Senior

Principal Distribution Amount for the Distribution Date, will be distributed as

principal of the following classes of senior certificates, in the following

order of priority:

- with respect to loan group 1, sequentially, as follows:

(1) to the Class A-R Certificates, until its Class Certificate

Balance is reduced to zero;

(2) concurrently, to the Class 1-A-1 and Class 1-A-2 Certificates,

pro rata, until their respective Class Certificate Balances arereduced to zero; and

(3) concurrently, to the Class 1-X-1 P, Class 1-X-2 P and Class 1-X-3

P Components, pro rata, until their respective Component

Principal Balances are reduced to zero.

- with respect to loan group 2, sequentially, as follows:

(1) concurrently, to the Class 2-A-1, Class 2-A-2, Class 2-A-3 and

Class 2-A-4 Certificates, pro rata, until their respective Class

Certificate Balances are reduced to zero; and

S-81

<PAGE>

(2) concurrently, to the Class 2-X-1 P and Class 2-X-2 P Components,

pro rata, until their respective Component Principal Balances are

reduced to zero.

"PREPAYMENT PERIOD" means with respect to any Distribution Date and Due

Date, the period beginning on the sixteenth day of the calendar month preceding

the month in which such Distribution Date occurs (or in the case of the first

EXHIBIT 8 -193-




Distribution Date, from October 1, 2005) and ending on the fifteenth day of the

calendar month in which such Distribution Date occurs.

"DUE PERIOD" means, with respect to a Mortgage Loan, the period beginning

on the second day of the calendar month preceding the month in which such

Distribution Date occurs and ending on the first day of the calendar month in

which such Distribution Date occurs.

The "SENIOR PRINCIPAL DISTRIBUTION AMOUNT" for any Distribution Date andloan group will equal the sum of

- the related Senior Percentage of the Principal Payment Amount for that

loan group and Distribution Date,

- the related Senior Prepayment Percentage of the Net Principal

Prepayment Amount for that loan group and Distribution Date, and

- any Transfer Payments Received for that loan group and Distribution

Date;

provided, however, that on any Distribution Date after a Senior Termination

Date, the Senior Principal Distribution Amount for the remaining senior

certificates will be calculated pursuant to the above formula based on all the

Mortgage Loans, as opposed to only the Mortgage Loans in the related loan group.

"STATED PRINCIPAL BALANCE" means for any Mortgage Loan and Due Date, the

unpaid principal balance of the Mortgage Loan as of the Due Date, as specified

in its amortization schedule at that time (before any adjustment to the

amortization schedule for any moratorium or similar waiver or grace period),

after giving effect to (i) any previous partial payments and liquidation

proceeds received and to the payment of principal due on the Due Date and

irrespective of any delinquency in payment by the related borrower and (ii)

liquidation proceeds allocable to principal received in the prior calendar month

and prepayments of principal received through the last day of the related

Prepayment Period, plus, (iii) any Deferred Interest added to the principal

balance of that Mortgage Loan pursuant to the terms of the related mortgage noteon or prior to that Due Date. The "POOL PRINCIPAL BALANCE" equals the aggregate

of the Stated Principal Balances of the Mortgage Loans. The "LOAN GROUP

PRINCIPAL BALANCE" with respect any loan group equals the aggregate of the

Stated Principal Balances of the Mortgage Loans in that loan group.

The "SENIOR PERCENTAGE" for any senior certificate group and Distribution

Date is the percentage equivalent of a fraction, not to exceed 100%, the

numerator of which is the aggregate of the Class Certificate Balances of each

class of senior certificates of such senior certificate group (other than the

Notional Amount Components) immediately before that Distribution Date and the

denominator of which is the aggregate of the Stated Principal Balances of the

Mortgage Loans in the related loan group as of the Due Date in the prior month

(after giving effect to principal prepayments in the Prepayment Period related

to that prior Due Date); provided, however, that on any Distribution Date after

a Senior Termination Date, the Senior Percentage of the related remaining senior

certificate group is the percentage equivalent of a fraction, the numerator of

which is the aggregate of the Class Certificate Balances of each class of senior

certificates of such remaining senior certificate group immediately prior to

such Distribution Date, and the denominator of which is the aggregate of the

Class Certificate Balances of all classes of certificates immediately prior to


For any Distribution Date on and prior to a Senior Termination Date, the

"SUBORDINATED PERCENTAGE" for the portion of the subordinated certificates

EXHIBIT 8 -194-




relating to a loan group will be calculated as the difference between 100% and

the Senior Percentage of the senior certificate group relating to that loan

group on such Distribution Date. After a Senior Termination Date, the

Subordinated Percentage will represent the entire interest of the subordinated

S-82

<PAGE>

certificates in the mortgage pool and will be calculated as the difference

between 100% and the related Senior Percentage for such Distribution Date.

The "SENIOR PREPAYMENT PERCENTAGE" of a senior certificate group for any

Distribution Date occurring during the ten years beginning on the first

Distribution Date will equal 100%. Thereafter, each Senior Prepayment Percentage

will be subject to gradual reduction as described in the following paragraph.

This disproportionate allocation of unscheduled payments of principal will have

the effect of accelerating the amortization of the senior certificates which

receive these unscheduled payments of principal while, in the absence of

Realized Losses, increasing the interest in the principal balance of the

applicable loan group evidenced by the subordinated certificates. Increasing the

respective interest of the subordinated certificates relative to that of the

related senior certificates is intended to preserve the availability of the

subordination provided by the subordinated certificates. The "SUBORDINATED

PREPAYMENT PERCENTAGE" for a loan group as of any Distribution Date will be

calculated as the difference between 100% and the related Senior Prepayment

Percentage.

The Senior Prepayment Percentage of a senior certificate group for any

Distribution Date occurring on or after the tenth anniversary of the first

Distribution Date will be as follows: for any Distribution Date in the first

year thereafter, the related Senior Percentage plus 70% of the related

Subordinated Percentage for the Distribution Date; for any Distribution Date in

the second year thereafter, the related Senior Percentage plus 60% of the

related Subordinated Percentage for the Distribution Date; for any DistributionDate in the third year thereafter, the related Senior Percentage plus 40% of the

related Subordinated Percentage for the Distribution Date; for any Distribution

Date in the fourth year thereafter, the related Senior Percentage plus 20% of

the related Subordinated Percentage for the Distribution Date; and for any

Distribution Date thereafter, the related Senior Percentage for the Distribution

Date (unless on any Distribution Date the Senior Percentage of a senior

certificate group exceeds the initial Senior Percentage of such senior

certificate group as of the closing date, in which case the Senior Prepayment

Percentage of each senior certificate group for the Distribution Date will once

again equal 100%).

Notwithstanding the foregoing, no decrease in the Senior Prepayment

Percentage for any loan group will occur unless both of the step down conditions

listed below are satisfied with respect to both loan groups:

- the aggregate Stated Principal Balance of all of the Mortgage Loans

delinquent 60 days or more (including Mortgage Loans in foreclosure,

real estate owned by the trust fund and Mortgage Loans the borrowers

of which are in bankruptcy) (averaged over the preceding six month

period), as a percentage of (a) if such date is on or prior to a

Senior Termination Date, the Subordinated Percentage for such loan

group of the aggregated Stated Principal Balances of the Mortgage

Loans in that loan group, or (b) if such date is after a Senior

Termination Date, the aggregate Class Certificate Balance of the

EXHIBIT 8 -195-




subordinated certificates, is less than 50%, and

- cumulative Realized Losses on all of the Mortgage Loans in such loan

group do not exceed:

- commencing with the Distribution Date on the tenth anniversary of

the first Distribution Date, 30% of (i) if such date is on or

prior to a Senior Termination Date, the Subordinated Percentage

for that loan group of the aggregate of the Stated PrincipalBalances of the Mortgage Loans in that loan group, in each case

as of the cut-off date or (ii) if such date is after a Senior

Termination Date, the aggregate of the class certificate balances

of the subordinated certificates as of the closing date (in

either case, the "ORIGINAL SUBORDINATE PRINCIPAL BALANCE"),

- commencing with the Distribution Date on the eleventh anniversary

of the first Distribution Date, 35% of the original subordinate

principal balance,

- commencing with the Distribution Date on the twelfth anniversary

of the first Distribution Date, 40% of the original subordinate

principal balance,

- commencing with the Distribution Date on the thirteenth

anniversary of the first Distribution Date, 45% of the original

subordinate principal balance, and

S-83

<PAGE>

- commencing with the Distribution Date on the fourteenth

anniversary of the first Distribution Date, 50% of the original

subordinate principal balance.

The "SENIOR TERMINATION DATE" for a senior certificate group is the date on

which the aggregate Class Certificate Balance of the senior certificates of such

senior certificate group is reduced to zero.

Notwithstanding the preceding paragraphs, if (x) on or before the

Distribution Date in October 2008, the Aggregate Subordinated Percentage is at

least 200% of the Aggregate Subordinated Percentage as of the closing date, the

delinquency test set forth above is satisfied and cumulative Realized Losses do

not exceed 20% of the aggregate class certificate balance of the subordinated

certificates as of the closing date, the Senior Prepayment Percentage for each

loan group will equal the related Senior Percentage for that Distribution Date

plus 50% of the amount equal to 100% minus the related Senior Percentage and (y)

after the Distribution Date in October 2008, the Aggregate Subordinated

Percentage is at least 200% of the Aggregate Subordinated Percentage as of the

closing date, the delinquency test set forth above is satisfied and cumulative

Realized Losses do not exceed 30% of the aggregate class certificate balance of

the subordinated certificates as of the closing date (the "TWO TIMES TEST"), the

Senior Prepayment Percentage for each loan group will equal the related Senior

Percentage.

The "AGGREGATE SUBORDINATED PERCENTAGE" for any Distribution Date is a

fraction, expressed as a percentage, the numerator of which is equal to the

aggregate Class Certificate Balance of the subordinated certificates immediately

prior to such Distribution Date and the denominator of which is the aggregate

EXHIBIT 8 -196-




Stated Principal Balance of all the Mortgage Loans as of the Due Date in the

prior month (after giving effect to principal prepayments in the Prepayment

Period related to that prior Due Date).

If on any Distribution Date the allocation to the class or classes of

senior certificates then entitled to distributions of principal would reduce the

outstanding Class Certificate Balance of the class or classes below zero, the

distribution to the class or classes of certificates of the related Senior

Percentage and Senior Prepayment Percentage of the related principal amounts forthe Distribution Date will be limited to the percentage necessary to reduce the

related Class Certificate Balance(s) to zero.

Subordinated Principal Distribution Amount. On each Distribution Date and

with respect to each loan group, to the extent of Available Funds available

therefor, the Principal Amount for each loan group, up to the amount of the

Subordinated Principal Distribution Amount for that loan group for the

Distribution Date, will be distributed as principal of the Subordinated

Certificates. Distributions of each Subordinated Principal Distribution Amount

will be made to the classes of subordinated certificates in the order of their

priority of payment, first to the Class M-X Certificates, second to the Class M

Certificates and then to the Class B Certificates, in each case until their

respective Class Certificate Balances are reduced to zero. Except as provided in

the next paragraph, each class of subordinated certificates will be entitled to

receive its pro rata share of the Subordinated Principal Distribution Amount

from each loan group (based on its respective Component Principal Balance or

Class Certificate Balance, as applicable), in each case to the extent of the

amount available from Available Funds from each loan group for distribution of

principal.

With respect to each class of subordinated certificates (other than the

class of subordinated certificates then outstanding with the highest priority of

distribution), if on any Distribution Date the sum of the related Class

Subordination Percentages of such class and all classes of subordinated

certificates which have lower payment priorities than such class (the

"APPLICABLE CREDIT SUPPORT PERCENTAGE") is less than the Applicable Credit

Support Percentage for the class on the date of issuance of the certificates(the "ORIGINAL APPLICABLE CREDIT SUPPORT PERCENTAGE"), no distribution of the

Net Principal Prepayment Amount from any loan group will be made to any of those

classes (the "RESTRICTED CLASSES") and the Net Principal Prepayment Amount

otherwise distributable to the Restricted Classes will be allocated among the

remaining classes of subordinated certificates, pro rata, based upon their

respective Component Principal Balances or Class Certificate Balances, as

applicable, and distributed in the sequential order described above.

The "CLASS SUBORDINATION PERCENTAGE" with respect to any Distribution Date

and each class of Subordinated Certificates, will equal the fraction, expressed

as a percentage, the numerator of which is the Class Certificate Balance of the

class of Subordinated Certificates immediately before the Distribution Date and

the denominator of which is the aggregate of the Class Certificate Balances of

all classes of certificates (other than any Class X IO Components) immediately

before such Distribution Date.

S-84

<PAGE>

On the date of issuance of the certificates, the characteristics listed

below are expected to be as follows:

EXHIBIT 8 -197-




<TABLE>

<CAPTION>

ORIGINAL

INITIAL INITIAL APPLICABLE

BENEFICIAL CREDIT CREDIT

INTEREST IN ENHANCEMENT SUPPORT

CLASS OF CERTIFICATES TRUST FUND LEVEL PERCENTAGE

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

<S> <C> <C> <C>Senior Certificates .. 89.00% 11.00% N/A

Class M-1 ............ 1.70% 9.30% 11.00%

Class M-2 ............ 1.55% 7.75% 9.30%

Class M-3 ............ 1.00% 6.75% 7.75%

Class M-4 ............ 0.85% 5.90% 6.75%

Class M-5 ............ 0.75% 5.15% 5.90%

Class M-6 ............ 0.75% 4.40% 5.15%

Class M-7 ............ 0.60% 3.80% 4.40%

Class B-1 ............ 0.55% 3.25% 3.80%

Class B-2 ............ 0.50% 2.75% 3.25%

Class B-3 ............ 0.85% 1.90% 2.75%

Class B-4 ............ 1.10% 0.80% 1.90%

Class B-5 ............ 0.80% 0.00% 0.80%

</TABLE>

For purposes of calculating the Applicable Credit Support Percentages of

the Subordinated Certificates, the Class M-X Certificates will be considered to

have a higher payment priority than each other class of subordinated

certificates, and the Class M Certificates have a higher payment priority than

the Class B Certificates. Within the Class M and Class B Certificates, the

payment priorities are in numerical order.

The "SUBORDINATED PRINCIPAL DISTRIBUTION AMOUNT" for any Distribution Date

and any loan group will equal the sum of

- the related Subordinated Percentage for that loan group of the

Principal Payment Amount for that loan group and thatDistribution Date, and

- the related Subordinated Prepayment Percentage for that loan

group of the Net Principal Prepayment Amount for that loan group

and that Distribution Date

minus

- any Transfer Payments Made for that loan group.

The Subordinated Principal Distribution Amount for any Distribution Date is the

sum of the Subordinated Principal Distribution Amounts for each of the loan

groups.

On any Distribution Date after a Senior Termination Date, the Subordinated

Principal Distribution Amount will not be calculated by loan group but will be

calculated pursuant to the formula set forth above based on the applicable

Subordinated Percentage or Subordinated Prepayment Percentage, as applicable,

for the subordinated certificates for such Distribution Date with respect to all

of the Mortgage Loans in the mortgage pool, as opposed to the Mortgage Loans

only in the related loan group.

Residual Certificates. The Class A-R Certificates will remain outstanding

for so long as the trust fund shall exist, whether or not they are receiving

EXHIBIT 8 -198-




current distributions of principal or interest. In addition to distributions of

interest and principal as described above, the holders of the Class A-R

Certificates will be entitled to receive certain amounts as described in the

pooling and servicing agreement. It is not anticipated that there will be any

significant amounts remaining for that distribution.

S-85

<PAGE>

REPORTS TO CERTIFICATEHOLDERS

The trustee may, at its option, make the information described in the

prospectus under "Description of the Certificates--Reports to

Certificateholders" available to certificateholders and to FSA on the trustee's

website (assistance in using the website service may be obtained by calling the

trustee's customer service desk at (800) 254-2826). Parties that are unable to

use the above distribution option are entitled to have a copy mailed to them via

electronic mail by notifying the trustee at its Corporate Trust Office.

ALLOCATION OF REALIZED LOSSES

On each Distribution Date, the amount of any Realized Loss on the Mortgage

Loans in any loan group will be allocated first, to the subordinated

certificates (other than the Class M-X IO Component) in the reverse order of

their priority of payment, beginning with the class of subordinated certificates

then outstanding with the lowest payment priority, until the Class Certificate

Balance or Component Principal Balance of each class of subordinated

certificates has been reduced to zero, and second, to the related classes of

senior certificates (other than the related Class X IO Components), as follows:

- with respect to loan group 1, any Realized Losses on the Group 1

Mortgage Loans that are otherwise allocable to the Class 1-A-1 or

Class 1-A-2 Certificates, will be allocated sequentially, to the Class

1-A-2 and Class 1-A-1 Certificates, in that order, until theirrespective Class Certificate Balances are reduced to zero.

- with respect to loan group 2, any Realized Losses on the Group 2

Mortgage Loans that are otherwise allocable to the Class 2-A-1, Class

2-A-2, Class 2-A-3 or Class 2-A-4 Certificates, will be allocated

first, to the Class 2-A-4 Certificates, second, to the Class 2-A-3

Certificates and third, concurrently to the Class 2-A-1 and Class

2-A-2 Certificates, pro rata, in each case, until their respective

Class Certificate Balances are reduced to zero, except that any

Realized Losses that would otherwise be allocated to the Class 2-A-4

Certificates will be covered by the Class 2-A-4 Policy. See "Credit

Enhancement-- The Financial Guaranty Insurance Policy" in this


On each Distribution Date after the Senior Credit Support Depletion Date,

the Class X P Component of each class of Senior Class X Certificates will bear

the pro rata portion of any Realized Losses on the Mortgage Loans in the related

loan group or loan groups.

Investors in any class of Certificates to which Realized Losses that would

otherwise be allocable to such class are allocated to another class or classes

of Certificates should note the Class Certificate Balance of their class of

Certificates in relation to the class or classes of Certificates to which such

Realized Losses will be allocated as well as the Class Certificate Balances of

EXHIBIT 8 -199-




any other class or classes of Certificates whose otherwise allocable Realized

Losses will be allocated to that class. The Class M-X Certificates have a higher

payment priority than the other classes of subordinated certificates. Among the

remaining classes of subordinated certificates, the Class M Certificates have a

higher payment priority than the Class B Certificates. Within the Class M and

Class B Certificates, the payment priorities are in numerical order.

The "SENIOR CREDIT SUPPORT DEPLETION DATE" is the date on which the

aggregate Class Certificate Balance of the subordinated certificates is reducedto zero.

Because principal distributions are paid to some classes of certificates

before other classes of certificates, holders of the certificates that are

entitled to receive principal later bear a greater risk of being allocated

Realized Losses on the Mortgage Loans than holders of classes that are entitled

to receive principal earlier.

In general, a "REALIZED LOSS" means, for a Liquidated Mortgage Loan, the

amount by which the remaining unpaid principal balance of the Mortgage Loan

exceeds the amount of liquidation proceeds applied to the principal balance of

the related Mortgage Loan. See "Credit Enhancement -- Subordination" in this


S-86

<PAGE>

A "LIQUIDATED MORTGAGE LOAN" is a defaulted Mortgage Loan as to which the

master servicer has determined that all recoverable liquidation and insurance

proceeds have been received. See "Credit Enhancement -- Subordination" in this


"SUBSEQUENT RECOVERIES" are unexpected recoveries, net of reimbursable

expenses, with respect to a Liquidated Mortgage Loan that resulted in a Realized

Loss in a month prior to the month of the receipt of such recoveries.

S-87

<PAGE>

STRUCTURING ASSUMPTIONS

Unless otherwise specified, the information in the tables in this

prospectus supplement has been prepared on the basis of the following assumed

characteristics of the Mortgage Loans and the following additional assumptions,

which combined are the structuring assumptions:

- loan group 1 consists of 26 Mortgage Loans with the followingcharacteristics:

<TABLE>

<CAPTION>

REMAINING

CURRENT TERM TO GROSS MAXIMUM MINI

PRINCIPAL MORTGAGE MATURITY EXPENSE MARGIN MORTGAGE MORTG

BALANCE ($) RATE (%) (MONTHS) FEE (%) (%) RATE (%) RATE

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

<S> <C> <C> <C> <C> <C> <C>

EXHIBIT 8 -200-






2,636,701.00 4.2348579721 360 1.1386192989 4.1641773754 9.950 4.1

744,000.00 4.0000000000 360 0.3840000000 4.0500000000 9.950 4.0

63,000.00 4.6250000000 360 1.2740000000 4.5250000000 9.950 4.5

1,485,383.59 4.7973199334 359 0.3840000000 1.8223199334 9.950 1.8

270,000.00 4.6250000000 360 0.3840000000 3.9250000000 9.950 3.9

12,712,572.99 5.2724479462 359 0.3840000000 2.2947184644 9.954 2.2

458,140.35 5.8750000000 359 0.3840000000 2.9000000000 9.950 2.9

84,402,179.33 5.7548819769 359 0.3840000000 2.7784237998 9.945 2.7

677,528.12 6.1884220946 358 0.3840000000 3.2134220946 9.950 3.2157,255,956.59 6.1844827518 359 0.3936696907 3.2065915080 9.969 3.2

904,063.99 6.3750000000 359 0.3840000000 3.4000000000 9.950 3.4

393,778.19 6.0000000000 357 0.3840000000 3.0250000000 9.950 3.0

16,805,934.47 6.6009137500 359 0.5746771874 3.6126684849 9.950 3.6

6,083,033.82 7.1330499096 359 1.0954855295 4.1432169711 9.950 4.1

</TABLE>

S-89

<PAGE>

- the Mortgage Loans prepay at the specified constant percentages of

CPR,

- no defaults or delinquencies in the payment by borrowers of principal

of and interest on the Mortgage Loans are experienced,

- scheduled payments on the Mortgage Loans are received on the first day

of each month commencing in the calendar month following the closing

date and are computed before giving effect to prepayments received on

the last day of the prior month,

- the scheduled monthly payment for each Mortgage Loan is calculated

based on its principal balance, mortgage rate and remaining term to

maturity so that each Mortgage Loan will amortize in amounts

sufficient to repay the remaining principal balance of such MortgageLoan by its remaining term to maturity, as indicated in the table

above,

- the scheduled monthly payment for each Mortgage Loan (i) prior to its

next payment adjustment date, is the original monthly scheduled

principal and interest payment for such Mortgage Loan and (ii) on each

payment adjustment date, is calculated based on its principal balance,

mortgage rate and remaining term to maturity so that such Mortgage

Loan will amortize in amounts sufficient to repay the remaining

principal balance of such Mortgage Loan by its remaining term to

maturity, subject to, except that (a) the amount of the monthly

payment (with the exception of each fifth payment change date or the

final payment change date) will not increase by an amount that is more

than 7.50% of the monthly payment prior to the adjustment, (b) as ofthe fifth payment adjustment date and on the same day every fifth year

thereafter and on the last payment adjustment date, the monthly

payment will be recast without regard to the limitation in clause (a)

above and (c) if the unpaid principal balance exceeds 110% or 115%, as

applicable, of the original principal balance due to Deferred

Interest, the monthly payment will be recast without regard to the

limitation in clause (a) to amortize fully the then unpaid principal

balance of the Negative Amortization Loan over its remaining term to

maturity,

EXHIBIT 8 -202-




- prepayments are allocated as described in this prospectus supplement

without giving effect to loss and delinquency tests,

- there are no Net Interest Shortfalls and prepayments represent

prepayments in full of individual Mortgage Loans and are received on

the last day of each Prepayment Period, commencing with the Prepayment

Period beginning in the calendar month of the closing date,

- the initial Class Certificate Balance or initial Notional Amount, asapplicable, of each class of certificates (other than the Class P-1

and Class P-2 Certificates) is as set forth on the cover page of this

prospectus supplement or as described under "Description of the

Certificates" in this prospectus supplement,

- the Class P-1 and Class P-2 Certificates have initial Class

Certificate Balances of $0.00,

- interest accrues on each class of certificates at the applicable

interest rate as described in this prospectus supplement and the

Master Servicing Fee accrues on each Mortgage Loan as described in

this prospectus supplement,

- distributions in respect of the certificates are received in cash onthe 25th day of each month commencing in the calendar month following

the closing date,

- the closing date of the sale of the certificates is October 31, 2005,

- no seller is required to repurchase or substitute for any Mortgage

Loan,

S-90

<PAGE>

- the master servicer does not exercise the option to repurchase the

Mortgage Loans described under "Servicing of Mortgage Loans--Certain

Modifications and Refinancings," "-- Optional Purchase of Defaulted

Loans" and "-- Optional Termination" in this prospectus supplement,

- no class of certificates becomes a Restricted Class,

- the level of one-month LIBOR remains constant at 4.0031% and the level

of the One-Year MTA Index remains constant at 3.1630%, and

- the Mortgage Rate on each Mortgage Loan will be adjusted on each

interest adjustment date (as necessary) to a rate equal to the

applicable Mortgage Index (as described above), plus the Gross Margin,

subject to Maximum Mortgage Rates and Minimum Mortgage Rates (asapplicable).

Prepayments of mortgage loans commonly are measured relative to a

prepayment standard or model. The model used in this prospectus supplement

assumes a constant prepayment rate ("CPR"), which represents an assumed rate of

prepayment each month of the then outstanding principal balance of a pool of

mortgage loans. CPR does not purport to be either a historical description of

the prepayment experience of any pool of mortgage loans or a prediction of the

anticipated rate of prepayment of any pool of mortgage loans, including the

Mortgage Loans. There is no assurance that prepayments will occur at any

EXHIBIT 8 -203-




constant prepayment rate.

While it is assumed that each of the Mortgage Loans prepays at the

specified constant percentages, this is not likely to be the case. Moreover,

discrepancies may exist between the characteristics of the actual Mortgage Loans

which will be delivered to the Trustee and characteristics of the Mortgage Loans

used in preparing the tables.

OPTIONAL PURCHASE OF DEFAULTED LOANS

The master servicer may, at its option but subject to the conditions set

forth in the pooling and servicing agreement, purchase from the trust fund any

Mortgage Loan which is delinquent in payment by 151 days or more. Any purchase

shall be at a price equal to 100% of the Stated Principal Balance of the

Mortgage Loan plus accrued interest on it at the applicable Mortgage Rate from

the date through which interest was last paid by the related borrower or

advanced (and not reimbursed) to the first day of the month in which the amount

is to be distributed.

OPTIONAL TERMINATION

The master servicer may purchase all of the remaining assets of the trust

fund and retire all outstanding classes of the certificates on or after the

Distribution Date on which the aggregate principal balance of the Mortgage Loans

and real estate owned by the trust fund related to Mortgage Loans declines to

10% or less of the aggregate principal balance of the Mortgage Loans as of the

cut-off date.

If the master servicer exercises the option, the purchase price distributed

with respect to each certificate will be 100% of its then outstanding Class

Certificate Balance and any unpaid accrued interest thereon at the applicable

pass-through rate, in each case subject to reduction as provided in the pooling

and servicing agreement if the purchase price is based in part on the appraised

value of any foreclosed or otherwise repossessed properties and the appraised

value is less than the Stated Principal Balance of the related Mortgage Loans.

Distributions on the certificates in respect of any optional termination willfirst be paid to the senior certificates and then to the subordinated

certificates. The proceeds from any optional termination distribution may not be

sufficient to distribute the full amount to which each class of certificates is

entitled if the purchase price is based in part on the appraised value of any

foreclosed or otherwise repossessed property and the appraised value is less

than the Stated Principal Balance of the related Mortgage Loan.

Any Carryover Shortfall Amounts remaining unpaid when the certificates are

retired will be extinguished.

THE TRUSTEE

The Bank of New York will be the Trustee under the pooling and servicing

agreement. The depositor, the sellers and the master servicer may maintain other

banking relationships in the ordinary course of business with The

S-91

<PAGE>

Bank of New York. Offered certificates may be surrendered at the corporate trust

office of the Trustee located at 101 Barclay Street, 8W, New York, New York

10286, Attention: Corporate Trust Administration or at any other address the

EXHIBIT 8 -204-




Trustee designates from time to time.

RESTRICTIONS ON TRANSFER OF THE CLASS A-R CERTIFICATES

The Class A-R Certificates will be subject to the restrictions on transfer

described in the prospectus under "Material Federal Income Tax Consequences --

REMIC Certificates -- b. Residual Certificates -- Tax-Related Restrictions on

Transfers of Residual Certificates -- Disqualified Organizations," "--

Noneconomic Residual Certificates" and "-- Foreign Investors." The Class A-RCertificates (in addition to other ERISA restricted classes of certificates, as

described in the pooling and servicing agreement) may not be acquired by a Plan.

See "ERISA Considerations." Each Class A-R Certificate will contain a legend

describing the foregoing restrictions.

YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS

GENERAL

The effective yield to the holders of each class of offered certificates

(other than the LIBOR Certificates) will be lower than the yield otherwise

produced by the applicable rate at which interest is passed through to the

holders and the respective purchase prices of the offered certificates because

monthly distributions will not be payable to the holders until the 25th day (or,

if that day is not a business day, the following business day) of the month

following the month in which interest accrues on the Mortgage Loans (without any

additional distribution of interest or earnings on them for the delay).

Delinquencies on the Mortgage Loans which are not advanced by or on behalf

of the master servicer (because amounts, if advanced, would be nonrecoverable),

will adversely affect the yield on the certificates. Because of the priority of

distributions, shortfalls resulting from delinquencies on the Mortgage Loans in

a loan group not so advanced will be borne first by the subordinated

certificates, in the reverse order of their numerical class designations, and

then by the senior certificates of the senior certificate groups to which the

shortfall relates pro rata. If, as a result of the shortfalls, the aggregate

Class Certificate Balance of all classes of certificates exceeds the poolprincipal balance, the Class Certificate Balance of the class of subordinated

certificates then outstanding with the highest numerical class designation will

be reduced by the amount of the excess.

Any net prepayment interest shortfalls and any Relief Act Reductions that

are allocable to the Class 2-A-4 Certificates that are not covered by the Class

2-A-4 Reserve Fund will adversely affect the yield to investors in the Class

2-A-4 Certificates. Net Interest Shortfalls will adversely affect the yields on

the related classes of offered certificates. In addition, all losses on the

Mortgage Loans in a loan group initially will be borne by the subordinated

certificates, in the reverse order of their numerical class designations. As a

result, the yields on the offered certificates will depend on the rate and

timing of Realized Losses in the related loan group or loan groups.

Notwithstanding the foregoing, any Realized Loss on the mortgage loans

allocable to the Class 2-A-4 Certificates will be covered by the Class 2-A-4

Policy. See "Description of the Certificates--Allocation of Losses" and "Credit

Enhancement -- The Financial Guaranty Insurance Policy" in this prospectus

supplement.

For purposes of allocating losses to the subordinated certificates, the

Class M-X Certificates will be considered to have a higher payment priority than

each other class of subordinated certificates. Among the remaining classes of

subordinated certificates, the Class M Certificates have a higher payment

EXHIBIT 8 -205-





If on any Distribution Date, the Applicable Credit Support Percentage for

any class of Subordinated Certificates (other than the class of subordinated

certificates then outstanding with the highest priority of distribution) is less

than its Original Applicable Credit Support Percentage, the Net Principal

Prepayment Amount, on the Mortgage Loans available for distribution on the

subordinated certificates will be allocated solely to that class and all other

classes of subordinated certificates with higher payment priorities, therebyaccelerating their amortization relative to that of the Restricted Classes and

reducing the weighted average lives of the classes of subordinated certificates

receiving the distributions. Accelerating the amortization of the classes of

subordinated certificates with higher payment priorities relative to the other

classes of subordinated certificates is intended to preserve the availability of

the subordination provided by the other classes.

S-100

<PAGE>

CREDIT ENHANCEMENT

SUBORDINATION

Any Realized Losses on the Mortgage Loans in any loan group that are

allocated to the related senior certificates will be allocated in accordance

with the priorities set forth in this prospectus supplement under "Description

of the Certificates - Allocation of Losses."

The rights of the holders of the subordinated certificates to receive

distributions with respect to the Mortgage Loans will be subordinated to the

rights of the holders of the related senior certificates and the rights of the

holders of each class of a group of subordinated certificates (other than the

class of subordinated certificates then outstanding with the highest priority of

payment) to receive the distributions will be further subordinated to the rightsof the class or classes of subordinated certificates with a higher payment

priority, in each case only to the extent described in this prospectus

supplement. The subordination of the subordinated certificates to the senior

certificates and the subordination of the classes of subordinated certificates

with lower payment priorities to those with higher payment priorities is

intended to increase the likelihood of receipt, respectively, by the applicable

senior certificateholders and the holders of the applicable subordinated

certificates with higher payment priorities of the maximum amount to which they

are entitled on any Distribution Date and to provide the holders protection

against Realized Losses.

For purposes of allocating losses and shortfalls resulting from

delinquencies to the subordinated certificates, the Class M-X Certificates will

be considered to have a higher payment priority than each other class of

subordinated certificates. Among the remaining classes of subordinated

certificates, the Class M Certificates have higher payment priorities than the

Class B Certificates. Within the Class M and Class B Certificates, the payment

priorities are in numerical order.

THE FINANCIAL GUARANTY INSURANCE POLICY

The following summary of terms of the Class 2-A-4 certificate guaranty

insurance policy (the "CLASS 2-A-4 POLICY") to be issued by Financial Security

Assurance Inc., which is referred to herein as "FSA" or the "INSURER", does not

EXHIBIT 8 -206-




purport to be complete and is qualified in its entirety by reference to the

Class 2-A-4 Policy.

Simultaneously with the issuance of the Class 2-A-4 Certificates, FSA will

deliver the Class 2-A-4 Policy to the trustee, for the benefit of the holders of

the Class 2-A-4 Certificates. Under the Class 2-A-4 Policy, FSA unconditionally

and irrevocably guarantees to the trustee, for the benefit of any holder of a

Class 2-A-4 Certificate the full and complete payment of (1) Guaranteed

Distributions on the Class 2-A-4 Certificates and (2) the amount of anyGuaranteed Distribution which subsequently is avoided in whole or in part as a

preference payment under applicable law.

"GUARANTEED DISTRIBUTIONS" means, (i) with respect to any distribution

date, the amount, if any, by which the amount available to be distributed to the

Class 2-A-4 Certificates, pursuant to the priority of payment set forth in the

pooling and servicing agreement, is less than the Required Distributions and

(ii) to the extent unpaid on the last scheduled distribution date, after payment

of all other amounts due to the Class 2-A-4 Certificates, any remaining Class

Certificate Balance of such class of certificates; provided, however, that

Guaranteed Distributions will not include, and the Class 2-A-4 Policy will not

cover interest shortfalls due to any net prepayment interest shortfalls, Relief

Act Reductions, Debt Service Reductions, Net Interest Shortfalls, Carryover

Shortfall Amounts or any taxes, withholding or other charges imposed by any

governmental authority. Guaranteed Distributions shall not include (x) any

portion of a Guaranteed Distribution due to holders of Class 2-A-4 Certificates

because a notice and certificate in proper form as required by the Class 2-A-4

Policy was not timely received and (y) any portion of a Guaranteed Distribution

due to holders of the Class 2-A-4 Certificates representing interest on any

unpaid interest accrued from and including the date of payment by the Insurer of

the amount of such unpaid interest. The Class 2-A-4 Policy will not cover any

reduction in the amount of Interest Distribution Amount payable to the holders

of the Class 2-A-4 Certificates on any Distribution Date due to the Pass-Through

Rate for such certificates exceeding the Adjusted Cap Rate for such certificates

on such Distribution Date. For purposes of the definition of "Guaranteed

Distributions", any payment of interest previously made by FSA under the Class

2-A-4 Policy shall be excluded, from and including the date of payment by FSAthereof, when calculating interest that is carried forward.

S-101

<PAGE>

"REQUIRED DISTRIBUTIONS" means for the Class 2-A-4 Certificates and any

Distribution Date, the sum, without duplication, of (i) the interest

distribution amount with respect to the Class 2-A-4 Certificates, minus any net

prepayment interest shortfalls or Relief Act Reductions and (ii) the amount of

any Realized Loss allocated to the Class 2-A-4 Certificates.

Payment of claims on the Class 2-A-4 Policy made in respect of Guaranteed

Distributions will be made by FSA following receipt by FSA of the appropriate

notice for payment on the later to occur of (1) 12:00 noon New York City time,

on the second business day following receipt of such notice for payment and (2)

12:00 noon New York City time, on the date on which such payment was due on the

Class 2-A-4 Certificates, as applicable.

FSA shall be entitled to pay any amount thereunder in respect of Guaranteed

Distributions, including any acceleration payment, whether or not any notice and

certificate shall have been received by FSA, shall be entitled to pay principal

under the Class 2-A-4 Policy on an accelerated basis if FSA shall so elect in

EXHIBIT 8 -207-




its sole discretion, at any time or from time to time, in whole or in part, at

an earlier distribution date than provided in the definition of "Guaranteed

Distributions," if such principal would have been payable under the pooling and

servicing agreement were funds sufficient to make such payment available to the

trustee for such purpose.

If payment of any amount avoided as a preference under applicable

bankruptcy, insolvency, receivership or similar law is required to be made under

the Class 2-A-4 Policy, FSA shall cause that payment to be made on the later of(a) the date when due to be paid pursuant to the order described below or (b)

the first to occur of (1) the fourth business day following receipt by FSA from

the trustee, of: (A) a certified copy of the order (the "Order") of the court or

other governmental body which exercised jurisdiction to the effect that the

holder of such Class 2-A-4 Certificate is required to return principal or

interest paid on such certificate during the term of the Class 2-A-4 Policy

because those distributions were avoidable as preference payments under

applicable bankruptcy law, (B) a certificate of the holder of such Class 2-A-4

Certificate, that the Order has been entered and is not subject to any stay, and

(C) an assignment duly executed and delivered by the holder of such Class 2-A-4

Certificate, in the form as is reasonably required by FSA and provided to the

holder of such Class 2-A-4 Certificate, by FSA, irrevocably assigning to FSA all

rights and claims of the holder of such Class 2-A-4 Certificate, relating to or

arising under such Class 2-A-4 Certificate, against the trust or otherwise with

respect to the preference payment, or (2) the date of receipt by FSA from the

Trustee, of the items referred to in clauses (A), (B) and (C) above if, at least

four business days prior to the date of receipt, FSA shall have received written

notice from the trustee, that the items referred to in clauses (A), (B) and (C)

above were to be delivered on that date and that date was specified in the

notice. Payment shall be disbursed to the receiver, conservator,

debtor-in-possession or trustee in bankruptcy named in the Order and not to the

trustee, or any holder of a Class 2-A-4 Certificate, directly, unless a holder

of a Class 2-A-4 Certificate has previously paid that amount to the receiver,

conservator, debtor-in-possession or trustee in bankruptcy named in the Order in

which case the payment shall be disbursed to the trustee, for distribution to

the holder of such Class 2-A-4 Certificate upon proof of payment reasonably

satisfactory to FSA. In connection with the foregoing, FSA shall have the rightsprovided pursuant to the pooling and servicing agreement to the holders of the

Class 2-A-4 Certificates including, without limitation, the right to direct all

matters relating to any preference claim and subrogation to the rights of the

trustee, and each holder of a Class 2-A-4 Certificate in the conduct of any

proceeding with respect to a preference claim.

The terms "RECEIPT" and "RECEIVED," with respect to the Class 2-A-4 Policy,

shall mean actual delivery to FSA and to its fiscal agent, if any, prior to

12:00 noon, New York City time, on a business day; delivery either on a day that

is not a business day or after 12:00 noon, New York City time, shall be deemed

to be receipt on the next succeeding business day. If any notice or certificate

given under the Class 2-A-4 Policy by the trustee, is not in proper form or is

not properly completed, executed or delivered or contains any misstatement, it

shall be deemed not to have been received, and FSA or the fiscal agent shall

promptly so advise the trustee, and the trustee, may submit an amended notice.

Under the Class 2-A-4 Policy, "BUSINESS DAY" means any day other than a

Saturday, Sunday, legal holiday or other day on which banking institutions in

New York, New York, or any other location of any successor servicer, successor

trustee or successor securities administrator are authorized or obligated by

law, executive order or governmental decree to be closed.

S-102

EXHIBIT 8 -208-




<PAGE>

FSA's obligations under the Class 2-A-4 Policy in respect of Guaranteed

Distributions shall be discharged to the extent funds are transferred to the

trustee, as provided in the Class 2-A-4 Policy whether or not those funds are

properly applied by the trustee.

FSA shall be subrogated to the rights of the holder of a Class 2-A-4Certificate to receive payments of principal and interest to the extent of any

payment by FSA under the Class 2-A-4 Policy.

Claims under the Class 2-A-4 Policy constitute direct, unsecured and

unsubordinated obligations of FSA ranking not less than pari passu with other

unsecured and unsubordinated indebtedness of FSA for borrowed money. Claims

against FSA under the Class 2-A-4 Policy and claims against FSA under each other

financial guaranty insurance policy issued thereby constitute pari passu claims

against the general assets of FSA. The terms of the Class 2-A-4 Policy cannot be

modified or altered by any other agreement or instrument, or by the merger,

consolidation or dissolution of the trust fund The Class 2 A 4 Certificate
