Filed Pursuant to Rule 433
                                                    Registration No.: 333-132249


                       [BANC OF AMERICA SECURITIES LOGO]

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      Because the asset-backed securities are being offered on a "when, as and
if issued" basis, any contract of sale will terminate, by its terms, without any
further obligation or liability between us, if the securities themselves, or the
particular class to which the contract relates, are not issued. Because the
asset-backed securities are subject to modification or revision, any such
contract also is conditioned upon the understanding that no material change will
occur with respect to the relevant class of securities prior to the closing
date. If a material change does occur with respect to such class, our contract
will terminate, by its terms, without any further obligation or liability
between us (the "Automatic Termination"). If an Automatic Termination occurs, we
will provide you with revised offering materials reflecting the material change
and give you an opportunity to purchase such class. To indicate your interest in
purchasing the class, you must communicate to us your desire to do so within
such timeframe as may be designated in connection with your receipt of the
revised offering materials.

Mortgage Pass-Through Certificates, Series 2006-3

Banc of America Alternative Loan Trust 2006-3
Issuing Entity

Banc of America Mortgage Securities, Inc.
Depositor

Bank of America, National Association
Sponsor and Servicer

[BANK OF AMERICA LOGO]

March 17, 2006

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The depositor has filed a registration statement (including a prospectus) with
the SEC for the offering to which this communication relates. Before you invest,
you should read the prospectus in that registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor and this offering. You may get these documents for free by
visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor,
any underwriter or any dealer participating in the offering will arrange to send
you the prospectus if you request it by calling toll-free 1-800-294-1322 or you
e-mail a request to dg.prospectus_distribution@bofasecurities.com. The
securities may not be suitable for all investors. Banc of America Securities LLC
and its affiliates may acquire, hold or sell positions in these securities, or
in related derivatives, and may have an investment or commercial banking
relationship with the depositor.

The information contained in these materials may be based on assumptions
regarding market conditions and other matters as reflected herein. Banc of
America Securities LLC (the "Underwriter") makes no representation regarding the
reasonableness of such assumptions or the likelihood that any such assumptions
will coincide with actual market conditions or events, and these materials
should not be relied upon for such purposes. The Underwriter and its affiliates,
officers, directors, partners and employees, including persons involved in the
preparation or issuance of these materials, may, from time to time, have long or
short positions in, and buy and sell, the securities mentioned herein or
derivatives thereof (including options). Information in these materials is
current as of the date appearing on the material only. Information in these
materials regarding any securities discussed herein supersedes all prior
information regarding such securities. These materials are not to be construed
as an offer to sell or the solicitation of any offer to buy any security in any
jurisdiction where such an offer or solicitation would be illegal.

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                                   DISCLAIMER

This free writing prospectus is being delivered to you solely to provide you
with information about the offering of the securities referred to in this free
writing prospectus and to solicit an offer to purchase the securities, when, as
and if issued. Any such offer to purchase made by you will not be accepted and
will not constitute a contractual commitment by you to purchase any of the
securities until we have accepted your offer to purchase securities. You may
withdraw your offer to purchase securities at any time prior to our acceptance
of your offer.

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

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

                             IRS CIRCULAR 230 NOTICE

            THIS FREE WRITING PROSPECTUS IS NOT INTENDED OR WRITTEN TO BE USED,
            AND CANNOT BE USED, FOR THE PURPOSE OF AVOIDING U.S. FEDERAL, STATE
            OR LOCAL TAX PENALTIES. THIS FREE WRITING PROSPECTUS IS WRITTEN AND
            PROVIDED BY THE UNDERWRITER IN CONNECTION WITH THE PROMOTION OR
            MARKETING OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN. INVESTORS
            SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN
            INDEPENDENT TAX ADVISOR.

The information contained in this free writing prospectus should be read in
conjunction with the information contained in the Depositor's most recent base
prospectus and the information provided by Banc of America Securities LLC (the
"Underwriter"). The Depositor's most recent base prospectus referred to in this
free writing prospectus is the base prospectus filed as part of the registration
statement on Form S-3 on March 13, 2006 (SEC File No. 333-132249). You should
carefully read this free writing prospectus and the base prospectus, as well as
the information provided by the Underwriter, before you make any investment
decision. Capitalized terms that are used but not defined in this free writing
prospectus have the meaning given to those terms in the base prospectus.

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW THIS DOCUMENT ARE NOT
APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR
OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION
BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.



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[BANC OF AMERICA SECURITIES LOGO]  Banc of America Alternative Loan Trust 2006-3
                               Mortgage Pass-Through Certificates, Series 2006-3
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                          Preliminary Summary of Terms
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Transaction:            Banc of America Alternative Loan Trust 2006-3
                        Mortgage Pass-Through Certificates, Series 2006-3

Issuing Entity:         Banc of America Alternative Loan Trust 2006-3

Depositor:              Banc of America Mortgage Securities, Inc.

Underwriter:            Banc of America Securities LLC

Sponsor and Servicer:   Bank of America, National Association

Trustee:                Wells Fargo Bank, N.A.

Rating Agencies:        Two of Standard & Poor's, Moody's and/or Fitch Ratings
                        will rate the offered Senior Certificates. At least one
                        of the above Rating Agencies will rate the offered
                        Subordinate Certificates.

Senior Certificates:    The Senior Certificates will consist of three or more
                        classes of certificates, one of which will be the
                        residual certificate and at least one of which will be
                        ratio strip certificates. One or more classes of
                        certificates may be comprised of two or more components.
                        The components of a class are not severable. The Senior
                        Certificates (or in the case of a class of Senior
                        Certificates comprised of components, the components)
                        may be divided into two or more groups in which case
                        each group will have a corresponding group of
                        Subordinate Certificates which may or may not be shared
                        with one or more other groups of Senior Certificates.

Senior Non-PO           The Senior Certificates (other than any Ratio Strip
Certificates:           Certificates or components thereof).

Subordinate             If the Senior Certificates are divided into multiple
Certificates:           groups, the Subordinate Certificates may or may not
                        consist of multiple groups. If there is only one group
                        of Subordinate Certificates, the Subordinate
                        Certificates will support all of the Senior
                        Certificates. If there are multiple groups of
                        Subordinate Certificates, each group will support one or
                        more groups of Senior Certificates. Each class of
                        Subordinate Certificates is also subordinated to each
                        class of Subordinate Certificates within its group, if
                        any, with a lower number.

Offered Certificates:   Senior Certificates and Subordinate Certificates rated
                        BBB- or Baa3 or better

Expected Closing Date:  March 30, 2006

Expected Investor       March 31, 2006
Closing Date:

Distribution Date:      25th of each month, or the next succeeding business day
                        (First Distribution Date: April 25, 2006)

Cut-off Date:           March 1, 2006.

Determination Date:     For any Distribution Date, the 16th day of the month in
                        which the Distribution Date occurs or, if that day is
                        not a business day, the immediately preceding business
                        day.

Record Date:            For any Distribution Date, the close of business on the
                        last business day of the month preceding the month of
                        that Distribution Date.

Day Count:              30/360

Clearing:               DTC, Clearstream and Euroclear.

Denominations:               Original            Minimum           Incremental
                           Certificate        Denominations       Denominations
Senior Certificates            Form
(other than any             Book Entry           $1,000                $1
Principal Only
Certificates, Interest
Only Certificates and
Special Retail
Certificates)

Interest Only               Book Entry         $1,000,000           $1 or N/A
Certificates                                (notional amount)
                                            or size of class,
                                              if less than
                                               $1,000,000

Special Retail              Book Entry           $1,000              $1,000
Certificates

Principal Only              Book Entry           $25,000               $1
Certificates and
Subordinate
Certificates

SMMEA Eligibility:      The Senior Certificates and the most senior class or
                        classes of Subordinate Certificates are expected to
                        constitute "mortgage related securities" for purposes of
                        SMMEA.

ERISA Eligibility:      A fiduciary or other person acting on behalf of any
                        employee benefit plan or arrangement, including an
                        individual retirement account , subject to the Employee
                        Retirement Income Security Act of 1974, as amended
                        ("ERISA"), the Code or any federal, state or local law
                        ("Similar Law") which is similar to ERISA or the Code
                        (collectively, a "Plan") should carefully review with
                        its legal advisors whether the purchase or holding of an
                        Offered Certificate could give rise to a transaction
                        prohibited or not otherwise permissible under ERISA, the
                        Code or Similar Law.

                        The U.S. Department of Labor has extended to Banc of
                        America Securities LLC an administrative exemption (the
                        "Exemption") from certain of the prohibited transaction
                        rules of ERISA and the related excise tax provisions of
                        Section 4975 of the Code with respect to the initial
                        purchase, the holding and the subsequent resale by
                        certain Plans of certificates in pass-through trusts
                        that consist of certain receivables, loans and other
                        obligations that meet the conditions and requirements of
                        the Exemption.

                        The Exemption may cover the acquisition and holding of
                        the Offered Certificates by the Plans to which it
                        applies provided that all conditions of the Exemption
                        other than those within the control of the investors are
                        met. In addition, as of the date hereof, there is no
                        single mortgagor that is the obligor on 5% of the
                        initial balance of the Mortgage Pool.

                        If there are Mortgage Loans with loan-to-value ratios in
                        excess of 100% in the Mortgage Pool or in a loan group
                        within the Mortgage Pool, the Exemption will not cover
                        the acquisition and holding of the related offered Super
                        Senior Support or Subordinate Certificates.

                        Prospective Plan investors should consult with their
                        legal advisors concerning the impact of ERISA, the Code
                        and Similar Law, the applicability of PTE 83-1 and the
                        Exemption, and the potential consequences in their
                        specific circumstances, prior to making an investment in
                        the Offered Certificates. Moreover, each Plan fiduciary
                        should determine whether under the governing plan
                        instruments and the applicable fiduciary standards of
                        investment prudence and diversification, an investment
                        in the Offered Certificates is appropriate for the Plan,
                        taking into account the overall investment policy of the
                        Plan and the composition of the Plan's investment
                        portfolio.

Tax Structure:          For federal income tax purposes, the Trust will be
                        treated as one or more "real estate mortgage investment
                        conduits" (each, a "REMIC").

                        o     The Offered Certificates (other than the residual
                              certificate) and the Subordinate Certificates will
                              constitute "regular interests" in a REMIC and will
                              be treated as newly-originated debt instruments
                              for most federal income tax purposes.

                        o     Generally, for a class of component certificates,
                              each component, rather than the class itself, will
                              constitute a regular interest in a REMIC.

                        o     The residual certificate will represent the sole
                              "residual interest" in each REMIC.

                        You must report income received on your Offered
                        Certificates as it accrues from Distribution Date to
                        Distribution Date, even if it is before such income is
                        distributed in cash to you.

                        Certain classes of Offered Certificates may be issued
                        with "original issue discount." If your class of Offered
                        Certificates is issued with original issue discount, you
                        must report original issue discount income over the life
                        of your Certificate, often well before such income is
                        distributed in cash to you.

                        If you hold an Offered Certificate that has the benefit
                        of a yield maintenance agreement and is entitled to
                        certain payments from a reserve account, you will be
                        treated as owning two assets, a REMIC regular interest
                        and the right to receive payments from the reserve fund
                        and will be required to account separately for each of
                        these assets for federal income tax purposes.

Optional Termination    On any  Distribution  Date on which the aggregate
 Date:                  Stated Principal  Balance of the Mortgage  Loans is less
                        than 10% of the initial aggregate unpaid principal
                        balance of the Mortgage Loans as of the Cut-off Date,
                        the Depositor may, at its option, subject to certain
                        conditions, purchase the Mortgage Loans, which would
                        effect an early retirement of the Certificates.

                        If the Mortgage Loans are divided into multiple loan
                        groups with more than one set of Subordinate
                        Certificates, the Depositor may, at its option, subject
                        to certain conditions, purchase the Mortgage Loans in
                        one or some of the loan groups, which would effect an
                        early retirement of only the related Certificates.

The Pooling Agreement:  The Certificates will be issued pursuant to a Pooling
                        and Servicing Agreement (the "Pooling Agreement") to be
                        dated the Closing Date, among the Depositor, the
                        Servicer and the Trustee.

The Mortgage Pool:      The "Mortgage Pool" will consist of fixed rate,
                        conventional, fully-amortizing mortgage loans (the
                        "Mortgage Loans") secured by first liens on one- to
                        four-family residential properties. All of the Mortgage
                        Loans were originated or acquired by Bank of America,
                        National Association, which is an affiliate of the
                        Depositor and Banc of America Securities LLC. In
                        addition, certain of the Mortgage Loans were originated
                        using underwriting standards that are different from,
                        and in certain respects, less stringent than the general
                        underwriting standards of Bank of America, National
                        Association. See "The Mortgage Loan Programs--Mortgage
                        Loan Underwriting" in the base prospectus.

                        The Mortgage Pool may be divided into multiple loan
                        groups.

The Mortgage Loans:     The Mortgage Loans consist of fixed rate, conventional,
                        fully amortizing mortgage loans secured by first liens
                        on one- to four-family residential properties.
                        Substantially all of the Mortgage Loans will have
                        original terms to stated maturity of approximately 20 to
                        30 years. Borrowers are permitted to prepay their
                        Mortgage Loans, in whole or in part, at any time. If
                        indicated in the Collateral Summary at the end of this
                        Free Writing Prospectus, certain of the Mortgage Loans
                        may be subject to prepayment premiums. Accordingly, the
                        actual date on which any Mortgage Loan is paid in full
                        may be earlier than the stated maturity date due to
                        unscheduled payments of principal. See the Collateral
                        Summary at the end of this Free Writing Prospectus for
                        more information about the Mortgage Loans. Preliminary
                        Summary of Terms

Yield Maintenance       The Trustee on behalf of the Trust may enter into one or
Agreements:             more yield maintenance agreements (each, a "Yield
                        Maintenance Agreement") with one or more counterparties
                        (each, a "Counterparty") for the benefit of one or more
                        classes. With respect to each Yield Maintenance
                        Agreement for any Distribution Date (other than the
                        initial Distribution Date) if LIBOR, as calculated for
                        the Interest Accrual Period related to such Distribution
                        Date, exceeds a designated strike percentage, the
                        Counterparty will be obligated to pay to the Trustee,
                        for deposit into the related Reserve Fund, an amount
                        equal to the product of (a) the amount by which (i) the
                        lesser of LIBOR and a designated maximum percentage
                        exceeds (ii) the designated strike percentage, (b) the
                        lesser of the applicable Class Balance(s) and related
                        notional amount as set forth for such Distribution Date
                        in the related Yield Maintenance Agreement and (c)
                        one-twelfth.

                        Pursuant to the Pooling Agreement, the Trustee will
                        establish a separate trust account (the "Reserve Fund")
                        for deposit of any payments that it may receive under a
                        Yield Maintenance Agreement. Each Reserve Fund is part
                        of the trust fund but will not be an asset of any REMIC.

                        Amounts on deposit in a Reserve Fund will be used to
                        make certain payments on a specified Class or Classes of
                        Certificates that have the benefit of a Yield
                        Maintenance Agreement.

 Compensating Interest: Pursuant to the Pooling Agreement, the aggregate
                        Servicing Fee payable to the Servicer for any month will
                        be reduced (but not below zero) by an amount equal to
                        the lesser of (i) the aggregate of the Prepayment
                        Interest Shortfalls for such Distribution Date and (ii)
                        one-twelfth of 0.25% of the aggregate Stated Principal
                        Balance of the Mortgage Loans as of the due date in the
                        month preceding the month of such Distribution Date
                        (such amount, the "Compensating Interest").

                        If a group of Subordinate Certificates supports multiple
                        groups of Senior Certificates, Compensating Interest
                        will be determined on an aggregate basis with respect to
                        all related loan groups. If a group of Subordinate
                        Certificates supports one group of Senior Certificates,
                        Compensating Interest will be determined for the related
                        loan group.

 Advances:              Subject to the certain limitations, the Servicer will be
                        required pursuant to the Pooling Agreement to advance
                        (any such advance, an "Advance") prior to each
                        Distribution Date an amount equal to the aggregate of
                        payments of principal and interest (net of the Servicing
                        Fee) which were due on the related due date on the
                        Mortgage Loans and which were delinquent on the related
                        Determination Date.  Advances made by the Servicer will
                        be made from its own funds or funds available for future
                        distribution.   The obligation to make an Advance with
                        respect to any Mortgage Loan will continue until the
                        ultimate disposition of the REO Property or Mortgaged
                        Property relating to such Mortgage Loan.

Interest Accrual:       Interest will accrue on the Certificates during each
                        one-month period (i) ending on the last day of the month
                        preceding the month in which each Distribution Date
                        occurs (each, a "Regular Interest Accrual Period") or
                        (ii) commencing on the 25th day of the month preceding
                        the month in which each Distribution Date occurs and
                        ending on the 24th day of the month in which each
                        Distribution Date occurs (each, a "LIBOR Based Interest
                        Accrual Period" or "No Delay Interest Accrual Period"
                        and together with a Regular Interest Accrual Period, an
                        "Interest Accrual Period"). The initial Regular Interest
                        Accrual Period will be deemed to have commenced on March
                        1, 2006 and any initial LIBOR Based Interest Accrual
                        Period or No Delay Interest Accrual Period will be
                        deemed to have commenced on March 25, 2006.

                        On each Distribution Date, to the extent of the
                        applicable Pool Distribution Amount or Amounts, each
                        class of interest-bearing Certificates will be entitled
                        to receive interest (as to each such class, the
                        "Interest Distribution Amount") with respect to the
                        related Interest Accrual Period. The Interest
                        Distribution Amount for any interest-bearing class of
                        Certificates will be equal to the sum of (i) interest
                        accrued during the related Interest Accrual Period at
                        the applicable pass-through rate on the related Class
                        Balance or notional amount and (ii) the sum of the
                        amounts, if any, by which the amount described in clause
                        (i) above on each prior Distribution Date exceeded the
                        amount actually distributed in respect of interest on
                        such prior Distribution Dates and not subsequently
                        distributed.

                        The interest entitlement described in clause (i) of the
                        Interest Distribution Amount for each class of
                        interest-bearing Senior Certificates and each class of
                        Subordinate Certificates will be reduced by the amount
                        of Net Interest Shortfalls for the related Mortgage
                        Loans for such Distribution Date.

                        Allocations of the interest portion of Realized Losses
                        on the Mortgage Loans in a loan group first to the
                        related Subordinate Certificates in reverse numerical
                        order will result from the priority of distributions
                        first to the related Senior Certificates and then to the
                        classes of related Subordinate Certificates in numerical
                        order of the applicable Pool Distribution Amount as
                        described below under "Priority of Distributions." After
                        the date on which the aggregate Class Balance of the
                        related Subordinate Certificates has been reduced to
                        zero, the interest-bearing related Senior Certificates
                        will bear the interest portion of any Realized Losses on
                        such Mortgage Loans pro rata based on the interest
                        entitlement described in clause (i) of the applicable
                        Interest Distribution Amount.

Distributions to the    On each Distribution Date, each class of Subordinate
Subordinate             Certificates that is entitled to receive a principal
Certificates:           distribution will receive its pro rata share (based on
                        the Class Balances of all the Subordinate Certificates
                        (or the Subordinate Certificates in the same group, if
                        there is more than one group of Subordinate
                        Certificates) that are entitled to receive a principal
                        distribution) of the Subordinate Principal Distribution
                        Amount(s), to the extent that the remaining Pool
                        Distribution Amount(s) are sufficient therefor. With
                        respect to each class of Subordinate Certificates, if on
                        any Distribution Date the Fractional Interest is less
                        than the Fractional Interest for that class on the
                        Closing Date, no classes of Subordinate Certificates in
                        the same group, if there is more than one group of
                        Subordinate Certificates, junior to such class will be
                        entitled to receive a principal distribution.

                        Distributions of principal on the Subordinate
                        Certificates that are entitled to receive a principal
                        distribution on a Distribution Date will be made
                        sequentially to each class of Subordinate Certificates
                        in the order of their numerical class designations until
                        each such class has received its respective pro rata
                        share for the Distribution Date. However, the Class PO
                        Deferred Amounts will be paid to the ratio strip
                        components or certificates from amounts otherwise
                        payable as principal to the related Subordinate
                        Certificates, beginning with the amounts otherwise
                        distributable as principal to the class of related
                        Subordinate Certificates with the highest numerical
                        designation.

Shifting Interest       Additional credit enhancement is provided by the
Structure:              allocation of the applicable Non-PO Percentages of
                        principal prepayments on the Mortgage Loans in the
                        Mortgage Pool or a loan group in the Mortgage Pool to
                        the related Senior Non-PO Certificates for the first
                        five years and the disproportionately greater allocation
                        of prepayments to such Senior Non-PO Certificates over
                        the following four years. The disproportionate
                        allocation of the applicable Non-PO Percentages of
                        prepayments on the Mortgage Loans in the Mortgage Pool
                        or a loan group in the Mortgage Pool will accelerate the
                        amortization of those Senior Certificates relative to
                        the amortization of the Subordinate Certificates. As a
                        result, the credit support percentage for the Senior
                        Certificates should be maintained and may be increased
                        during the first nine years.

Allocation of Losses:   On each Distribution Date, the applicable PO Percentage
                        of any Realized Loss on a Discount Mortgage Loan will be
                        allocated to the ratio strip certificate or ratio strip
                        component of the related group until its Class Balance
                        or principal balance is reduced to zero. Such allocation
                        will be effected on each Distribution Date by reducing
                        the Class Balance of the ratio strip certificate or
                        principal balance of the ratio strip component of the
                        related group if and to the extent that such balance
                        (after taking into account the amount of all
                        distributions to be made on such Distribution Date)
                        exceeds the Adjusted Pool Amount (PO Portion) for such
                        Distribution Date. The amount of any such Realized Loss
                        allocated to a ratio strip certificate or ratio strip
                        component of the related group will be treated as a
                        "Class PO Deferred Amount." To the extent funds are
                        available on such Distribution Date or on any future
                        Distribution Date from amounts that would otherwise be
                        allocable to the related Subordinate Principal
                        Distribution Amount or Amounts, the Class PO Deferred
                        Amounts for the ratio strip certificate or ratio strip
                        component of the related group will be paid on such
                        ratio strip certificate or ratio strip component of the
                        related group prior to distributions of principal on the
                        related Subordinate Certificates. Payments of the Class
                        PO Deferred Amounts will be made from the principal
                        payable to the related Subordinate Certificates
                        beginning with the principal payable to the class of
                        Subordinate Certificates with the highest numerical
                        class designation. Any distribution in respect of unpaid
                        Class PO Deferred Amounts for a ratio strip certificate
                        or ratio strip component of the related group will not
                        further reduce the principal balance of such ratio strip
                        certificate or ratio strip component of the related
                        group. The Class PO Deferred Amounts will not bear
                        interest. The Class Balance of the class of related
                        Subordinate Certificates then outstanding with the
                        highest numerical class designation will be reduced by
                        the amount of any payments in respect of Class PO
                        Deferred Amounts for the ratio strip certificate or
                        ratio strip component of the related group. Any excess
                        of these Class PO Deferred Amounts over the Class
                        Balance of that class will be allocated to the next most
                        subordinate class of related Subordinate Certificates to
                        reduce its Class Balance and so on, as necessary.

                        On each Distribution Date, the applicable Non-PO
                        Percentage of any Realized Loss will be allocated first
                        to the related Subordinate Certificates in the reverse
                        order of their numerical class designations (beginning
                        with the class of related Subordinate Certificates then
                        outstanding with the highest numerical class
                        designation), in each case until the Class Balance of
                        such class of Certificates has been reduced to zero, and
                        then to the Senior Non-PO Certificates or to the Senior
                        Non-PO Certificates of the related group, if there are
                        multiple groups of Senior Non-PO Certificates pro rata
                        based on their respective Class Balances.

                        Such allocation will be effected on each such
                        Distribution Date by reducing the Class Balance of the
                        class of related Subordinate Certificates then
                        outstanding with the highest numerical class designation
                        if and to the extent that the aggregate of the Class
                        Balances of all classes of Senior Non-PO Certificates or
                        the Senior Non-PO Certificates in a group and the
                        related Subordinate Certificates (after taking into
                        account the amount of all distributions to be made on
                        such Distribution Date) exceeds the Adjusted Pool Amount
                        (Non-PO Portion) or sum of the Adjusted Pool Amounts
                        (Non-PO Portion) for such Distribution Date.

                        After the date on which the aggregate Class Balance of
                        the related Subordinate Certificates has been reduced to
                        zero, on each Distribution Date, the aggregate of the
                        Class Balances of all classes of Senior Non-PO
                        Certificates or all Senior Non-PO Certificates of a
                        group then outstanding will be reduced if and to the
                        extent that such aggregate Class Balance (after taking
                        into account the amount of all distributions to be made
                        on such Distribution Date) exceeds the Adjusted Pool
                        Amount (Non-PO Portion) for such Distribution Date. The
                        amount of any such reduction will be allocated among the
                        Senior Non-PO Certificates or Senior Non-PO Certificates
                        of such group pro rata based on their respective Class
                        Balances (or their initial Class Balances, if lower, in
                        the case of a class of Accrual Certificates).

                        After the date on which the aggregate Class Balance of
                        the related Subordinate Certificates has been reduced to
                        zero, the Class Balance of any class of Super Senior
                        Support Certificates will be reduced not only by the
                        principal portion of Realized Losses allocated to such
                        class as provided in the preceding paragraph, but also
                        by the portion allocated to the related class or classes
                        of Super Senior Certificates.

Cross-                 If one group of Subordinate Certificates support
Collateralization       multiple groups of Senior Certificates, on each
                        Distribution Date prior to the date on which the
                        aggregate Class Balance of such Subordinate Certificates
                        has been reduced to zero but on or after the date on
                        which the Class Balances of the Senior Non-PO
                        Certificates of a group have been reduced to zero,
                        amounts otherwise distributable as principal payments on
                        such Subordinate Certificates will be paid as principal
                        to the remaining classes of Senior Non-PO Certificates
                        of each group supported by such Subordinate Certificates
                        together with the Senior Principal Distribution
                        Amount(s) in accordance with the principal payment
                        priorities provided that on such Distribution Date (a)
                        the Aggregate Subordinate Percentage for such
                        Distribution Date is less than twice the initial
                        Aggregate Subordinate Percentage or (b) the average
                        outstanding principal balance of the Mortgage Loans
                        (including, for this purpose, any Mortgage Loan in
                        foreclosure, any REO Property and any Mortgage Loan for
                        which the mortgagor has filed for bankruptcy after the
                        Closing Date) delinquent 60 days or more over the last
                        six months as a percentage of the aggregate Class
                        Balance of the Subordinate Certificates is greater than
                        or equal to 50%. If the Senior Non-PO Certificates of
                        two or more groups remain outstanding, the distributions
                        described above will be made to such Senior Certificates
                        of such groups, pro rata, in proportion to the aggregate
                        Class Balance of such Senior Certificates.

                        The "Aggregate Subordinate Percentage" for any
                        Distribution Date will be the percentage equal to the
                        aggregate Class Balance of the Subordinate Certificates
                        divided by the related aggregate Pool Principal Balance
                        (Non-PO Portion).

                        In addition, if on any Distribution Date, after giving
                        effect to the preceding paragraph, the aggregate Class
                        Balance of the Senior Non-PO Certificates after giving
                        effect to distributions to be made on such Distribution
                        Date is greater than the Adjusted Pool Amount (Non-PO
                        Portion) (any such group, the "Undercollateralized
                        Group" and any such excess, the "Undercollateralized
                        Amount"), all amounts otherwise distributable as
                        principal on the Subordinate Certificates, in reverse
                        order of their numerical designations, will be paid as
                        principal to the Senior Non-PO Certificates of the
                        Undercollateralized Group together with the Senior
                        Principal Distribution Amount(s) in accordance with the
                        principal payment priorities until the aggregate Class
                        Balance of the Senior Non-PO Certificates of the
                        Undercollateralized Group equals the Adjusted Pool
                        Amount (Non-PO Portion). If two or more groups are
                        Undercollateralized Groups, the distributions described
                        above will be made, pro rata, in proportion to the
                        amount by which the aggregate Class Balance of the
                        Senior Non-PO Certificates of each such group exceeds
                        the related Pool Principal Balance (Non-PO Portion).

                        The amount of any unpaid interest shortfall amounts with
                        respect to the Undercollateralized Group (including any
                        interest shortfall amount for such Distribution Date)
                        will be paid to the Undercollateralized Group, including
                        the interest only component of such group, if any, prior
                        to the payment of any Undercollateralized Amount from
                        amounts otherwise distributable as principal on the
                        Subordinate Certificates, in reverse order of their
                        numerical designations.

Adjusted Pool Amount:   The "Adjusted Pool Amount" of the Mortgage Pool or a
                        loan group in the Mortgage Pool will equal the aggregate
                        unpaid principal balance of the Mortgage Loans in the
                        Mortgage Pool or a loan group in the Mortgage Pool as of
                        the Cut-off Date minus the sum of (i) all amounts in
                        respect of principal received in respect of such
                        Mortgage Loans (including amounts received as Advances,
                        principal prepayments and Liquidation Proceeds in
                        respect of principal) and distributed on the
                        Certificates on such Distribution Date and all prior
                        Distribution Dates and (ii) the principal portion of all
                        Realized Losses (other than debt service reductions)
                        incurred on such Mortgage Loans from the Cut-off Date
                        through the end of the month preceding the month in
                        which such Distribution Date occurs.

Adjusted Pool Amount    The "Adjusted Pool Amount (PO Portion)" of the Mortgage
(PO Portion):           Pool or a loan group in the Mortgage Pool will equal the
                        sum as to each Mortgage Loan in the Mortgage Pool or a
                        loan group in the Mortgage Pool as of the Cut-off Date
                        of the product of (A) the PO Percentage for such
                        Mortgage Loan and (B) the principal balance of such
                        Mortgage Loan as of the Cut-off Date less the sum of (i)
                        all amounts in respect of principal received in respect
                        of such Mortgage Loan (including amounts received as
                        Advances, principal prepayments and Liquidation Proceeds
                        in respect of principal) and distributed on the
                        Certificates on such Distribution Date and all prior
                        Distribution Dates and (ii) the principal portion of any
                        Realized Loss (other than a debt service reduction)
                        incurred on such Mortgage Loan from the Cut-off Date
                        through the end of the month preceding the month in
                        which such Distribution Date occurs.

Adjusted Pool Amount    The "Adjusted Pool Amount (Non-PO Portion)" of the
(Non-PO Portion):       Mortgage Pool or a loan group in the Mortgage Pool will
                        equal the difference between the Adjusted Pool Amount of
                        the Mortgage Pool or a loan group in the Mortgage Pool
                        and the Adjusted Pool Amount (PO Portion) of the
                        Mortgage Pool or a loan group in the Mortgage Pool.

Class Balance:          The "Class Balance" of a class of Certificates at any
                        time will equal (a) its initial Class Balance less (i)
                        all distributions of principal made to such class, and
                        (ii) losses allocated to such class plus (b) in the case
                        of a class of Accrual Certificates, any amounts added to
                        such Class Balance as a result of the application of the
                        accrual distribution amount.

Fractional Interest:    The "Fractional Interest" with respect to any
                        Distribution Date and each class of Subordinate
                        Certificates will equal (i) the aggregate of the Class
                        Balances immediately prior to such Distribution Date of
                        all classes of Subordinate Certificates in the same
                        group that have higher numerical class designations than
                        such class, divided by (ii) the aggregate Pool Principal
                        Balance (Non-PO Portion) (if there is only one group of
                        Subordinate Certificates) or the related Pool Principal
                        Balance (Non-PO Portion) or sum of the related Pool
                        Principal Balance (Non-PO Portion) (if there is more
                        than one group of Subordinate Certificates).

Net Interest            With respect to any Distribution Date, the "Net Interest
Shortfall:              Shortfall" is equal to the sum of (i) the shortfall in
                        interest received with respect to any Mortgage Loan as a
                        result of a Relief Act Reduction and (ii) any
                        Non-Supported Interest Shortfalls. Net Interest
                        Shortfalls on any Distribution Date will be allocated
                        pro rata among all such classes of interest-bearing
                        Senior Certificates or if there are Crossed Groups, the
                        interest-bearing Senior Certificates of the Crossed
                        Groups and each class of related Subordinate
                        Certificates, based on the amount of interest accrued on
                        each such class of Certificates on such Distribution
                        Date before taking into account any reduction in such
                        amounts resulting from such Net Interest Shortfalls.

Net Mortgage Interest   The "Net Mortgage Interest Rate" of a Mortgage Loan is
Rate:                   the excess of its mortgage interest rate over the sum of
                        the servicing fee rate (which is 0.25%) and the trustee
                        fee rate (which is 0.0065%).

Non-PO Percentage:      The "Non-PO Percentage" with respect to any Mortgage
                        Loan in the Mortgage Pool or loan group in the Mortgage
                        Pool with a Net Mortgage Interest Rate as of the Cut-off
                        Date less than [ ]% (each such Mortgage Loan, a
                        "Discount Mortgage Loan") will be equal to the Net
                        Mortgage Interest Rate as of the Cut-off Date divided by
                        [ ]%. The Non-PO Percentage with respect to any Mortgage
                        Loan in the Mortgage Pool or loan group in the Mortgage
                        Pool with a Net Mortgage Interest Rate as of the Cut-off
                        Date equal to or greater than [ ]% will be 100%. The "PO
                        Percentage" for any Discount Mortgage Loan will be equal
                        to 100% minus the Non-PO Percentage for such Mortgage
                        Loan.

Non-PO Principal        The "Non-PO  Principal Amount" for any Distribution Date
Amount:                 and the Mortgage Pool or any loan group in the Mortgage
                        Pool will equal the sum of the applicable Non-PO
                        Percentage of:
                           (a) all monthly payments of principal due on each
                        Mortgage Loan in the Mortgage Pool or loan group in the
                        Mortgage Pool on the related due date;
                           (b) the principal portion of the purchase price (net
                        of unreimbursed Advances and other amounts as to which
                        the Servicer is entitled to be reimbursed pursuant to
                        the Pooling Agreement) of each Mortgage Loan in the
                        Mortgage Pool or loan group in the Mortgage Pool that
                        was repurchased by the Depositor pursuant to the Pooling
                        Agreement during the calendar month preceding the month
                        of that Distribution Date;
                           (c) amounts received with respect to such
                        Distribution Date as a substitution adjustment amount
                        (net of unreimbursed Advances and other amounts as to
                        which the Servicer is entitled to be reimbursed pursuant
                        to the Pooling Agreement) in connection with a Mortgage
                        Loan in the Mortgage Pool or loan group in the Mortgage
                        Pool received during the calendar month preceding the
                        month of that Distribution Date;
                           (d) any Liquidation Proceeds (net of unreimbursed
                        expenses and unreimbursed Advances, if any) allocable to
                        recoveries of principal of the Mortgage Loans in the
                        Mortgage Pool or loan group in the Mortgage Pool that
                        have not yet been liquidated received during the
                        calendar month preceding the month of that Distribution
                        Date;
                           (e) with respect to each Mortgage Loan in the
                        Mortgage Pool or loan group in the Mortgage Pool that
                        was liquidated during the calendar month preceding the
                        month of that Distribution Date, the amount of the
                        Liquidation Proceeds (other than any profits retained by
                        the Servicer in connection with the foreclosure and net
                        of unreimbursed expenses and unreimbursed Advances, if
                        any) allocable to principal received with respect to
                        that Mortgage Loan; and
                           (f) all partial and full principal prepayments on the
                        Mortgage Loans in the Mortgage Pool or loan group in the
                        Mortgage Pool by mortgagors received during the calendar
                        month preceding the month of that Distribution Date.

                        The amounts described in clauses (a) through (d) are
                        referred to as "Scheduled Principal Payments." The
                        amounts described in clauses (e) and (f) are referred to
                        as "Unscheduled Principal Payments."

Non-Supported           With respect to any Distribution Date, the
Interest Shortfall:     "Non-Supported Interest Shortfall" is the amount by
                        which the aggregate of Prepayment Interest Shortfalls
                        for the Mortgage Loans in the Mortgage Pool or the
                        Mortgage Loans in any Crossed Loan Groups during the
                        calendar month preceding the month of such Distribution
                        Date exceeds the applicable Compensating Interest for
                        such period.

Notional Amount:        The "Notional Amount" of any Interest Only Certificates
                        (or any components of an Interest Only Certificates)
                        will be equal to either (I) the product of (i) the
                        aggregate of the Stated Principal Balances of the
                        Mortgage Loans in the Mortgage Pool or loan group with
                        Net Mortgage Interest Rates as of the Cut-off Date
                        greater than or equal to [ ]% as of the due date in the
                        month preceding the month of such Distribution Date and
                        (ii) a fraction, (a) the numerator of which is equal to
                        the weighted average of the Net Mortgage Interest Rates
                        of the these Mortgage Loans (based on the Stated
                        Principal Balances of these Mortgage Loans as of the due
                        date in the month preceding the month of such
                        Distribution Date) minus [ ]% and (b) the denominator of
                        which is equal to [ ]% or (II) a percentage or all of
                        the Class Balance(s) of another class or classes.

Pool Distribution       The "Pool Distribution Amount" with respect to any
Amount:                 Distribution Date will be determined by reference to
                        amounts received and expenses incurred in connection
                        with the Mortgage Loans in the Mortgage Pool or any loan
                        group in the Mortgage Pool and will be equal to the sum
                        of:

                           (i) all scheduled installments of interest (net of
                        the related Servicing Fee) and principal due on such
                        Mortgage Loans on the due date in the month in which
                        such Distribution Date occurs and received prior to the
                        related Determination Date, together with any Advances
                        in respect thereof and any Compensating Interest
                        allocable to such Mortgage Loans;

                           (ii) all proceeds of any primary mortgage guaranty
                        insurance policies and any other insurance policies with
                        respect to such Mortgage Loans, to the extent such
                        proceeds are not applied to the restoration of the
                        related mortgaged property or released to the mortgagor
                        in accordance with the Servicer's normal servicing
                        procedures and all other cash amounts received and
                        retained in connection with the liquidation of defaulted
                        Mortgage Loans in the Mortgage Pool or any loan group in
                        the Mortgage Pool, by foreclosure or otherwise
                        (collectively, "Liquidation Proceeds"), during the
                        calendar month preceding the month of such Distribution
                        Date (in each case, net of unreimbursed expenses
                        incurred in connection with a liquidation or foreclosure
                        and unreimbursed Advances, if any);

                           (iii) all partial or full prepayments received on
                        such Mortgage Loans during the calendar month preceding
                        the month of such Distribution Date; and

                           (iv) amounts received with respect to such
                        Distribution Date as a substitution adjustment amount or
                        purchase price in respect of any deleted Mortgage Loan
                        in the Mortgage Pool or any loan group in the Mortgage
                        Pool or amounts received in connection with the optional
                        termination of the Trust or a portion of the Trust as of
                        such Distribution Date, reduced by amounts in
                        reimbursement for Advances previously made and other
                        amounts as to which the Servicer is entitled to be
                        reimbursed pursuant to the Pooling Agreement.

Pool Principal          The "Pool Principal Balance" for the Mortgage Pool or a
Balance:                loan group in the Mortgage Pool with respect to any
                        Distribution Date equals the aggregate Stated Principal
                        Balances of the Mortgage Loans in the Mortgage Pool or
                        loan group in the Mortgage Pool outstanding on the due
                        date in the month preceding the month of such
                        Distribution Date.

Pool Principal          The "Pool Principal Balance (Non-PO Portion)" for the
Balance (Non-PO         Mortgage Pool or a loan group in the Mortgage Pool and
Portion):               any Distribution Date equals the sum of the product, for
                        each Mortgage Loan in the Mortgage Pool or loan group in
                        the Mortgage Pool, of the Non-PO Percentage of such
                        Mortgage Loan multiplied by its Stated Principal Balance
                        on the due date in the month preceding the month of such
                        Distribution Date.

Prepayment Interest     A "Prepayment Interest Shortfall" on a Mortgage Loan is
Shortfall:              equal to the difference between (x) 30 days' interest at
                        the mortgage interest rate (less the servicing fee rate)
                        on the amount of the prepayment on such Mortgage Loan
                        minus (y) the amount of interest actually paid by the
                        related mortgagor on the amount of such prepayment
                        during the preceding month.

Realized Loss:          In general, a "Realized Loss" means, (a) with respect to
                        a Mortgage Loan that has been liquidated, the amount by
                        which the remaining unpaid principal balance of the
                        Mortgage Loan exceeds the amount of proceeds from the
                        liquidation applied to the principal balance of the
                        related Mortgage Loan and (b) a losses due to the
                        bankruptcy of the mortgagor.

Relief Act Reduction:   A "Relief Act Reduction" is a reduction in the amount of
                        monthly interest payment on a Mortgage Loan pursuant to
                        the Servicemembers Civil Relief Act or similar state
                        legislation.

REO Property:           An "REO Property" is a Mortgaged Property that has been
                        acquired by the Trust through foreclosure or grant of a
                        deed in lieu of foreclosure.

Senior Percentage:      The Senior Percentage for the Mortgage Pool or loan
                        group in the Mortgage Pool will equal (i) the aggregate
                        Class Balance of the related Senior Non-PO Certificates
                        immediately prior to such date, divided by (ii) the Pool
                        Principal Balance (Non-PO Portion) for the Mortgage Pool
                        or loan group in the Mortgage Pool for such date.

Senior Prepayment       For the following Distribution Dates, will be as
Percentage:             follows:

                        Distribution Date        Senior Prepayment Percentage

                        April 2006 through    100%;
                        March 2011
                        April 2011 through    the applicable Senior Percentage
                        March 2012            plus, 70% of the applicable
                                              Subordinate Percentage;
                        April 2012 through    the applicable Senior Percentage
                        March 2013            plus, 60% of the applicable
                                              Subordinate Percentage;
                        April 2013 through    the applicable Senior Percentage
                        March 2014            plus, 40% of the applicable
                                              Subordinate Percentage;
                        April 2014 through    the applicable Senior Percentage
                        March 2015            plus, 20% of the applicable
                                              Subordinate Percentage;
                        April 2015 and        the applicable Senior Percentage;
                        thereafter

                        provided, however, that (A) if on any Distribution Date
                        the percentage equal to (x) the aggregate Class Balances
                        of the Senior Non-PO Certificates of multiple groups
                        with one set of Subordinate Certificates (such groups,
                        "Crossed Groups") divided by (y) the sum of the Pool
                        Principal Balances (Non-PO Portion) for the loan groups
                        relating to the Crossed Groups (such loan groups, the
                        "Crossed Loan Groups" and such percentage, the "Crossed
                        Group Total Senior Percentage") exceeds such percentage
                        as of the Closing Date, then the Senior Prepayment
                        Percentages for the Crossed Loan Groups for such
                        Distribution Date will equal 100% and (B) in the case of
                        one group of Senior Non-PO Certificates with its own set
                        of Subordinate Certificates or if the Mortgage Pool is
                        not divided into loan groups, if on any Distribution
                        Date the Senior Percentage for the Mortgage Pool or the
                        related loan group of the Mortgage Pool (the Mortgage
                        Loans in the Mortgage Pool or such loan group,
                        "Non-Crossed Mortgage Loans") exceeds such percentage as
                        of the Closing Date, then the Senior Prepayment
                        Percentage(s) for the Mortgage Pool or such loan group
                        for such Distribution Date will equal 100%.

                        No decrease in the Senior Prepayment Percentages for the
                        Crossed Loan Groups will occur if the following occurs
                        as of any Distribution Date as to which any such
                        decrease applied with respect to the Crossed Loan Group
                        Mortgage Loans, and no decrease in the Senior Prepayment
                        Percentage for the Non-Crossed Mortgage Loans will occur
                        if the following occurs as of any Distribution Date as
                        to which any such decrease applied with respect to the
                        Non-Crossed Mortgage Loans: (i) the outstanding
                        principal balance of all Mortgage Loans in the Crossed
                        Loan Groups or all Non-Crossed Mortgage Loans
                        (including, for this purpose, any Mortgage Loans in
                        foreclosure, any REO Property in such loan group or loan
                        groups and any Mortgage Loan for which the mortgagor has
                        filed for bankruptcy after the Closing Date) delinquent
                        60 days or more (averaged over the preceding six-month
                        period), as a percentage of the aggregate Class Balance
                        of the related Subordinate Certificates, is equal to or
                        greater than 50%, or (ii) cumulative Realized Losses
                        with respect to the Mortgage Loans in the Crossed Loan
                        Groups or all Non-Crossed Mortgage Loans exceed the
                        percentages of the aggregate balance of the related
                        Subordinate Certificates as of the Closing Date (with
                        respect to the related Subordinate Certificates, the
                        "Original Subordinate Principal Balance") indicated
                        below:

                                                       % of Original Subordinate
                        Distribution Date Occurring         Principal Balance
                        -----------------------------  -------------------------
                        April 2011 through March 2012             30%
                        April 2012 through March 2013             35%
                        April 2013 through March 2014             40%
                        April 2014 through March 2015             45%
                        April 2015 and thereafter                 50%

                        The Subordinate Prepayment Percentage for the Mortgage
                        Pool or loan group in the Mortgage Pool for any
                        Distribution Date will equal 100% minus the Senior
                        Prepayment Percentage for the Mortgage Pool or such loan
                        group in the Mortgage Pool for such date.

Senior Principal        The "Senior Principal Distribution Amount" for the
Distribution Amount:    Mortgage Pool or loan group in the Mortgage Pool and any
                        Distribution Date will equal the sum of (i) the Senior
                        Percentage for the Mortgage Pool or loan group in the
                        Mortgage Pool of the applicable Non-PO Percentage of
                        Scheduled Principal Payments for such Distribution Date
                        and (ii) the Senior Prepayment Percentage for the
                        Mortgage Pool or loan group in the Mortgage Pool of the
                        applicable Non-PO Percentage of Unscheduled Principal
                        Payments for such Distribution Date subject to certain
                        reductions due to losses.

Stated Principal        The "Stated Principal Balance" means, as to any Mortgage
Balance:                Loan and due date, the unpaid principal balance of such
                        Mortgage Loan as of such due date, as specified in the
                        amortization schedule at the time relating thereto
                        (before any adjustment to such amortization schedule by
                        reason of any moratorium or similar waiver or grace
                        period), after giving effect to any previous partial
                        principal prepayments and Liquidation Proceeds (net of
                        unreimbursed expenses and unreimbursed Advances)
                        allocable to principal received and to the payment of
                        principal due on such due date and irrespective of any
                        delinquency in payment by the related mortgagor and
                        after giving effect to any deficient valuation by a
                        court in connection with a bankruptcy .

Subordinate             The Subordinate Percentage for the Mortgage Pool or loan
Percentage:             group in the Mortgage Pool for any Distribution Date
                        will equal 100% minus the Senior Percentage for such
                        date.

Subordinate             The Subordinate Prepayment Percentage for the Mortgage
Prepayment Percentage:  Pool or loan group in the Mortgage Pool for any
                        Distribution Date will equal 100% minus the Senior
                        Prepayment Percentage for the Mortgage Pool or such loan
                        group in the Mortgage Pool for such date.

Subordinate Principal   The "Subordinate Principal Distribution Amount" for the
Distribution Amount:    Mortgage Pool or loan group in the Mortgage Pool for any
                        Distribution Date will equal the sum of (i) the
                        Subordinate Percentage for the Mortgage Pool or loan
                        group in the Mortgage Pool of the applicable Non-PO
                        Percentage of Scheduled Principal Payments for such
                        Distribution Date and (ii) the Subordinate Prepayment
                        Percentage for the Mortgage Pool or loan group in the
                        Mortgage Pool of the applicable Non-PO Percentage of
                        Unscheduled Principal Payments for such Distribution
                        Date

- --------------------------------------------------------------------------------
                           Preliminary Credit Support
- --------------------------------------------------------------------------------

Subordinate Certificates provide credit support for Senior Certificates. If the
Senior Certificates are divided into multiple groups, the Subordinate
Certificates may or may not consist of multiple groups. If there are multiple
groups of Subordinate Certificates, each group will support one or more groups
of Senior Certificates. Additional credit enhancement is provided by the
allocation of the applicable Non-PO Percentages of all principal prepayments on
the applicable Mortgage Loans to the related Senior Non-PO Certificates, subject
to certain exceptions, for the first five years and the disproportionately
greater allocation of prepayments to such Senior Non-PO Certificates over the
following four years. The disproportionate allocation of the applicable Non-PO
Percentages of prepayments on the Mortgage Loans will accelerate the
amortization of those Senior Non-PO Certificates relative to the amortization of
the related Subordinate Certificates. As a result, the credit support percentage
for the Senior Certificates should be maintained and may be increased during the
first nine years. If there is one group of Subordinate Certificates, the initial
credit support percentage for the Senior Certificates (calculated by dividing
the initial Class Balance of the Subordinate Certificates by the aggregate Pool
Principal Balance) is expected to be 3.90% (+/- 50 basis points). If there are
two groups of Subordinate Certificates, the initial credit support percentage
for the Senior Certificates related to the 20 to 30 year Mortgage Loans
(calculated by dividing the initial Class Balance of the related Subordinate
Certificates by the related Pool Principal Balance) is expected to be 4.20% (+/-
50 basis points) and the initial credit support percentage for the Senior
Certificates related to the 10 to 15 year Mortgage Loans (calculated by dividing
the initial Class Balance of the related Subordinate Certificates by the related
Pool Principal Balance) is expected to be 1.90% (+/- 50 basis points).

- --------------------------------------------------------------------------------
                            Priority of Distributions
- --------------------------------------------------------------------------------

Distributions will be made on each Distribution Date from the Pool Distribution
Amount (if the Mortgage Pool is not divided into loan groups) or Amounts (if
there are multiple loan groups, in which case the Senior Certificates and any
components of a group will be paid from the related Pool Distribution Amount) in
the following order of priority:

  -----------------------------------------------------------------------------
  First, to the classes of Senior Certificates and component (if any) entitled
                   to payments of interest, to pay interest;
  -----------------------------------------------------------------------------
                                       |
                                       |
                                       v
  -----------------------------------------------------------------------------
    Second, pro rata, to the Senior Non-PO Certificates and any ratio strip
  component or ratio strip certificates entitled to payments of principal, to
                                 pay principal;
  -----------------------------------------------------------------------------
                                       |
                                       |
                                       v
  -----------------------------------------------------------------------------
  Third, to any ratio strip component or ratio strip certificates, to pay any
     Class PO Deferred Amounts, from amounts otherwise payable as principal
                    to the related Subordinate Certificates;
  -----------------------------------------------------------------------------
                                       |
                                       |
                                       v
  -----------------------------------------------------------------------------
   Fourth, subject to any cross-collateralization payments, sequentially, to
   each class of Subordinate Certificates from the related Pool Distribution
   Amount or Amounts to pay interest and principal in the order of numerical
           class designations, until each Class Balance is zero; and
  -----------------------------------------------------------------------------
                                       |
                                       |
                                       v
  -----------------------------------------------------------------------------
           Fifth, to the residual certificate, any remaining amounts.
  -----------------------------------------------------------------------------

The Sponsor and         Bank of America, National Association ("Bank of
Servicer:               America") will serve as the sponsor (the "Sponsor") and
                        the servicer (the "Servicer") of the Certificates.

                        See "The Sponsor," "The Mortgage Loan Programs,"
                        "Servicing of the Mortgage Loans" and "The Pooling
                        Agreement" in the base prospectus for more information
                        about the Sponsor, its securitization programs, its
                        solicitation and underwriting criteria used to originate
                        the Mortgage Loans and its material roles and duties in
                        this transaction.

                        All of the Mortgage Loans will be serviced by the
                        Sponsor, as "Servicer," in accordance with the terms of
                        the Pooling Agreement. The Servicer may perform any of
                        its obligations under the Pooling Agreement through one
                        or more subservicers. Despite the existence of
                        subservicing arrangements, the Servicer will be liable
                        for its servicing duties and obligations under the
                        Pooling Agreement as if the Servicer alone were
                        servicing the Mortgage Loans. See "The Sponsor,"
                        "Servicing of the Mortgage Loans -- The Servicers," "--
                        Servicing Experience and Procedures of Bank of America"
                        and "The Pooling Agreement" in the base prospectus for
                        more information about the Servicer, the Servicer's
                        experience, it servicing procedures and its obligations
                        under the Pooling Agreement.

Static Pool             Information concerning the Sponsor's prior residential
Information:            mortgage loan securitizations involving both fixed-rate
                        first lien mortgage loans underwritten in accordance
                        with the Sponsor's general underwriting standards
                        described in the base prospectus under "The Mortgage
                        Loan Programs--Mortgage Loan Underwriting--Bank of
                        America General Underwriting Standards" and first lien
                        mortgage loans underwritten in accordance with the
                        Sponsor's alternative underwriting standards described
                        in the base prospectus under --Bank of America
                        Alternative Underwriting Standards," and, in each case,
                        issued by the Depositor or the Depositor's predecessor
                        is available on the internet at
                        http://www.bofa.com/boams. Although those
                        securitizations involve the most comparable type of
                        mortgage loans to the type of Mortgage Loans contained
                        in the Mortgage Pool, the Sponsor also maintains on that
                        website, for the information of investors, statistical
                        data concerning the Sponsor's prior residential mortgage
                        loan securitizations involving either fixed-rate first
                        lien mortgage loans or adjustable-rate first lien
                        mortgage loans underwritten in accordance with the
                        Sponsor's general underwriting standards issued by the
                        Depositor or the Depositor's predecessor.

                           Without charge or registration, investors can view on
                        this website the following information for each of those
                        securitizations:

                           o  summary initial pool information; and

                           o  delinquency, cumulative loss, and prepayment
                              information as of each Distribution Date for the
                              five years preceding the date of first use of the
                              prospectus supplement.

                           In the event any changes or updates are made to the
                        information available on the Sponsor's website, the
                        Depositor will provide a copy of the original
                        information upon request to any person who writes or
                        calls the Depositor. The Depositor's address is 214
                        North Tryon Street, Mail Code NC1-027-22-02, Charlotte,
                        North Carolina 28255, Its telephone number is (704)
                        387-8239.

                           This static pool data may have been influenced in the
                        past by factors beyond the Sponsor's control, such as
                        unusually robust housing prices, low interest rates and
                        changes in product type. Therefore, the performance of
                        prior residential mortgage loan securitizations may not
                        be indicative of the future performance of the Mortgage
                        Loans.

- --------------------------------------------------------------------------------
                                  Risk Factors
- --------------------------------------------------------------------------------

                        YOU SHOULD FULLY CONSIDER THE RISKS ASSOCIATED WITH AN
                        INVESTMENT IN THE OFFERED CERTIFICATES. BEFORE INVESTING
                        YOU SHOULD CAREFULLY REVIEW "RISK FACTORS" IN THE BASE
                        PROSPECTUS TOGETHER WITH THE RISK FACTORS SET FORTH
                        BELOW.

Subordination of any    Subordinate certificateholders are more likely to suffer
Super Senior Support    losses as a result of losses or delinquencies on the
and Subordinate         related Mortgage Loans than are Senior
Certificates Increases  certificateholders.
Risk of Loss:
                        o     The rights of each class of Subordinate
                              Certificates to receive distributions of interest
                              and principal are subordinated to the rights of
                              the related Senior Certificates and each class of
                              related Subordinate Certificates with a lower
                              numerical designation.

                        o     Losses that are realized on the Mortgage Loans
                              will be allocated first to the class of related
                              Subordinate Certificates with the highest
                              numerical designation then to the class of related
                              Subordinate Certificates with the next highest
                              numerical designation and so on, in reverse
                              numerical order of the class designation, until
                              the outstanding Class Balances of such classes
                              have been reduced to zero.

                        Any Super Senior Support certificateholders should
                        consider the risk that after the related Subordinate
                        Certificates are no longer outstanding, the principal
                        portion of losses realized on the applicable Mortgage
                        Loans that are allocated to a class of Super Senior
                        Certificates will be borne by the related class of Super
                        Senior Support Certificates, rather than such class of
                        Super Senior Certificates.

The Rate of Principal   Because principal payments on the Mortgage Loans will be
Payments on the         distributed currently on the related Senior Certificates
Mortgage Loans Will     and the related Subordinate Certificates, the rate of
Affect the Yield on     distributions of principal and the yield to maturity on
the Offered             your Certificates will be directly related to (i) the
Certificates:           rate and timing of payments of principal on the
                        applicable Mortgage Loans and (ii) the amount and timing
                        of defaults by borrowers that result in losses on the
                        applicable Mortgage Loans. Borrowers are permitted to
                        prepay their Mortgage Loans, in whole or in part, at any
                        time. The principal payments on the Mortgage Loans may
                        be in the form of scheduled principal payments or
                        principal prepayments (for this purpose, the term
                        "principal prepayment" includes prepayments and any
                        other recovery of principal in advance of the scheduled
                        due date, including repurchases and liquidations due to
                        default, casualty, condemnation and the like). Any of
                        these prepayments will result in distributions to you of
                        amounts that would otherwise be distributed over the
                        remaining term of the Mortgage Loans.

                        The rate of principal payments on the Mortgage Loans
                        will be affected by the following:

                              o     the amortization schedules of the Mortgage
                                    Loans;

                              o     the rate of partial prepayments and full
                                    prepayments by borrowers due to refinancing,
                                    job transfer, changes in property values or
                                    other factors;

                              o     liquidations of the properties that secure
                                    defaulted Mortgage Loans;

                              o     repurchases of Mortgage Loans by the
                                    Depositor as a result of defective
                                    documentation or breaches of representations
                                    or warranties;

                              o     the exercise of due-on-sale clauses by the
                                    Servicer in connection with transfers of
                                    mortgaged properties;

                              o     the optional repurchase of all the Mortgage
                                    Loans by the Depositor to effect a
                                    termination of the Trust or certain of the
                                    Mortgage Loans in the Trust when the
                                    aggregate Stated Principal Balance of the
                                    related Mortgage Loans is less than 10% of
                                    the aggregate unpaid principal balance of
                                    such Mortgage Loans as of the cut-off date;
                                    and

                              o     general and targeted solicitations for
                                    refinancing by mortgage originators
                                    (including the Sponsor).

                        The rate of principal payments on the Mortgage Loans
                        will depend greatly on the level of mortgage interest
                        rates:

                              o     If prevailing interest rates for similar
                                    mortgage loans fall below the interest rates
                                    on the Mortgage Loans in the Trust, the rate
                                    of prepayment is likely to increase.

                              o     Conversely, if prevailing interest rates for
                                    similar mortgage loans rise above the
                                    interest rates on the Mortgage Loans in the
                                    Trust, the rate of prepayment is likely to
                                    decrease.

                        If you are purchasing any Offered Certificates at a
                        discount, and specifically if you are purchasing
                        principal only certificates, you should consider the
                        risk that if principal payments on the applicable
                        Mortgage Loans, or in the case of any ratio strip
                        certificates, some or all of the Discount Mortgage
                        Loans, occur at a rate slower than you expected, your
                        yield will be lower than you expected. If you are
                        purchasing any Offered Certificates at a premium, and
                        specifically if you are purchasing interest only
                        certificates, you should consider the risk that if
                        principal payments on the applicable mortgage loans or,
                        in the case of interest only certificates whose notional
                        amount is based on some or all of the Premium Mortgage
                        Loans, such Premium Mortgage Loans, occur at a rate
                        faster than you expected, your yield may be lower than
                        you expected. You must make your own decisions as to the
                        appropriate prepayment assumptions to be used when
                        purchasing any Offered Certificates. The applicable
                        Senior Prepayment Percentage of the applicable Non-PO
                        Percentage of all principal prepayments (excluding for
                        this purpose, partial liquidations due to default,
                        casualty, condemnation and the like) initially will be
                        distributed to the classes of related Senior Non-PO
                        Certificates then entitled to receive principal
                        prepayment distributions. This may result in all (or a
                        disproportionate percentage) of those principal
                        prepayments being distributed to such Senior Non-PO
                        Certificates and none (or less than their pro rata
                        share) of such principal prepayments being distributed
                        to holders of the related Subordinate Certificates
                        during the periods of time described in the applicable
                        definition of "Senior Prepayment Percentage."

                        The timing of changes in the rate of prepayments may
                        significantly affect the actual yield to you, even if
                        the average rate of principal prepayments is consistent
                        with your expectations. In general, the earlier the
                        payment of principal of the related Mortgage Loans, the
                        greater the effect on your yield to maturity. As a
                        result, the effect on your yield of principal
                        prepayments occurring at a rate higher (or lower) than
                        the rate you anticipate during the period immediately
                        following the issuance of the certificates will not be
                        offset by a subsequent like reduction (or increase) in
                        the rate of principal prepayments.

Any Yield Maintenance   The Trustee on behalf of the Trust may enter into one or
Agreement is Subject    more Yield Maintenance Agreements with one or more
to Counterparty Risk:   counterparties, for the benefit of certain Classes of
                        Certificates. Each Yield Maintenance Agreement will
                        require the applicable counterparty to make certain
                        payments in certain circumstances. To the extent that
                        payments on such Certificates depend in part on payments
                        to be received by the Trustee under the related Yield
                        Maintenance Agreement, the ability of the Trustee to
                        make such payments on such Certificates will be subject
                        to the credit risk of the applicable counterparty.

Delinquencies and       Delinquencies on the mortgage loans which are not
Losses on the Mortgage  advanced by or on behalf of the Servicer (because the
Loans Will Adversely    Servicer has determined that these amounts, if advanced,
Affect Your Yield:      would be nonrecoverable), will adversely affect the
                        yield on the related Senior Certificates and the related
                        Subordinate Certificates. The Servicer will determine
                        that a proposed advance is nonrecoverable when, in the
                        good faith exercise of its servicing judgment, it
                        believes the proposed advance would not be ultimately
                        recoverable from the related mortgagor, related
                        liquidation proceeds, or other recoveries in respect of
                        the Mortgage Loan. Because of the priority of
                        distributions, shortfalls resulting from delinquencies
                        that are not covered by advances will be borne first by
                        the related Subordinate Certificates (in reverse
                        numerical order), and then by the related Senior
                        Certificates.

                        Net interest shortfalls will adversely affect the yields
                        on the Offered Certificates. In addition, losses
                        generally will be borne by the related Subordinate
                        Certificates. As a result, the yields on the Offered
                        Certificates will depend on the rate and timing of
                        realized losses on the related Mortgage Loans.

Credits Scores May Not  The Sponsor generally uses Credit Scores as part of its
Accurately Predict the  underwriting process. The attached collateral summary
Likelihood of Default:  shows credit scores for the mortgagors obtained at the
                        time of origination of their mortgage loans. A credit
                        score purports only to be a measurement of the relative
                        degree of risk a borrower represents to a lender, i.e.,
                        that a borrower with a higher score is statistically
                        expected to be less likely to default in payment than a
                        borrower with a lower score. In addition, it should be
                        noted that credit scores were developed to indicate a
                        level of default probability over a two-year period,
                        which does not correspond to the life of most mortgage
                        loans. Furthermore, credit scores were not developed
                        specifically for use in connection with mortgage loans,
                        but for consumer loans in general. Therefore, credit
                        scores do not address particular mortgage loan
                        characteristics that influence the probability of
                        repayment by the borrower. Neither the Depositor nor the
                        Sponsor makes any representations any mortgage loan or
                        that a particular credit score should be relied upon as
                        a basis for an expectation that a borrower will repay
                        its mortgage loan according to its terms.

Geographic              At various times, certain geographic regions will
Concentration May       experience weaker economic conditions and housing
Increase Risk of Loss   markets and, consequently, will experience higher rates
Due to Adverse          of delinquency and loss on mortgage loans generally. In
Economic Conditions     addition, certain states have experienced natural
or Natural Disasters:   disasters, including earthquakes, fires, floods and
                        hurricanes, which may adversely affect property values.
                        Although mortgaged properties located in certain
                        identified flood zones will be required to be covered,
                        to the maximum extent available, by flood insurance, no
                        mortgaged properties will otherwise be required to be
                        insured against earthquake damage or any other loss not
                        covered by standard hazard insurance policies. Any
                        concentration of mortgaged properties in a state or
                        region may present unique risk considerations. See the
                        tables entitled "Geographic Distribution of Mortgaged
                        Properties of the Mortgage Loans" in the attached
                        collateral summary for a listing of the locations and
                        concentrations of the mortgaged properties.

                        Any deterioration in housing prices in a state or region
                        due to adverse economic conditions, natural disaster or
                        other factors, and any deterioration of economic
                        conditions in a state or region that adversely affects
                        the ability of borrowers to make payments on the
                        mortgage loans, may result in losses on the Mortgage
                        Loans. Any (Continued): losses may adversely affect the
                        yield to maturity of the related Offered Certificates.

Residential Real        There can be no assurance that values of the mortgaged
Estate Values May       properties have remained or will remain at their levels
Fluctuate and           on the dates of origination of the related Mortgage
Adversely Affect Your   Loans. The value of any mortgaged property generally
Investment:             will change over time from its value on the appraisal or
                        sales date. If residential real estate values generally
                        or in a particular geographic area decline, the
                        loan-to-value ratios shown in the table in the
                        accompanying collateral annex might not be a reliable
                        indicator of the rates of delinquencies, foreclosures
                        and losses that could occur on the Mortgage Loans. If
                        the residential real estate market should experience an
                        overall decline in property values large enough to cause
                        the outstanding balances of the Mortgage Loans and any
                        secondary financing on the related mortgaged properties
                        to equal or exceed the value of the mortgaged
                        properties, delinquencies, foreclosures and losses could
                        be higher than those now generally experienced in the
                        mortgage lending industry or in the Sponsor's prior
                        securitizations involving the Depositor.

                        In addition, adverse economic conditions and other
                        factors (which may or may not affect real property
                        values) may affect the mortgagors' timely payment of
                        scheduled payments of principal and interest on the
                        Mortgage Loans and, accordingly, the actual rates of
                        delinquencies, foreclosures and losses with respect to
                        the mortgage pool. These other factors could include
                        excessive building resulting in an oversupply of housing
                        in a particular area or a decrease in employment
                        reducing the demand for housing in an area. To the
                        extent that credit enhancements do not cover such
                        losses, your yield may be adversely impacted.

United States Military  As a result of military operations in Afghanistan and
Operations May          Iraq, the United States has placed a substantial number
Increase Risk of        of armed forces reservists and members of the National
Relief Act Shortfalls:  Guard on active duty status. It is possible that the
                        number of reservists and members of the National Guard
                        placed on active duty status may remain at high levels
                        for an extended time. To the extent that a member of the
                        military, or a member of the armed forces reserves or
                        National Guard who is called to active duty, is a
                        mortgagor of a mortgage loan in the trust, the interest
                        rate limitation of the Servicemembers Civil Relief Act,
                        and any comparable state law, will apply. This may
                        result in interest shortfalls on the Mortgage Loans in
                        the trust, which will be borne by all classes of
                        interest bearing Certificates and components. Neither
                        the Sponsor nor the Depositor has taken any action to
                        determine whether any of the Mortgage Loans would be
                        affected by these interest rate limitations.

The Certificates May    The yield maintenance agreement payment for any
Receive Amounts         Distribution Date will be based on the lesser of (x) the
Expected from any       Class Balance(s) of the related Class or Classes or (y)
Yield Maintenance       Not the related notional amount, which will decrease for
Agreements:             each Distribution Date during the life of the applicable
                        yield maintenance agreement. The notional amounts are
                        generally derived by using an assumed prepayment rate
                        for the applicable mortgage loans. The actual rate of
                        prepayment on the applicable mortgage loans is likely to
                        differ from the rate assumed. If prepayments on these
                        mortgage loans occur at a rate slower than the rate used
                        in determining the notional amounts, the Class
                        Balance(s) of the related Class or Classes will be
                        greater than the related notional amount for a
                        Distribution Date and a holder of the related
                        Certificates will receive less than if the counterparty
                        were required to make payments based on the Class
                        Balance(s) of the related Class or Classes.

There is a Risk that    When a Mortgage Loan is prepaid in full, the mortgagor
Interest Payments on    is charged interest only up to the date on which payment
the Mortgage Loans      is made, rather than for an entire month. When a
May Be Insufficient     mortgagor makes a partial principal prepayment on a
to Pay Interest on      Mortgage Loan, the mortgagor is not charged interest on
Your Certificates:      the prepayment for the month in which the principal
                        prepayment was received. This may result in a shortfall
                        in interest collections available for payment on the
                        next Distribution Date. The Servicer is required to
                        cover a portion of the shortfall in interest collections
                        that are attributable to prepayments in full and partial
                        prepayments on the Mortgage Loans, but in each case only
                        up to the amount of Compensating Interest related to
                        such Mortgage Loans for such Distribution Date. To the
                        extent these shortfalls are not covered by the amount of
                        related Compensating Interest, they will be allocated
                        pro rata to the related classes of interest-bearing
                        Certificates and any related components.

Certificates May Not    If you are an individual investor who does not have
Be Appropriate for      sufficient resources or expertise to evaluate the
Individual Investors:   particular characteristics of a class of Offered
                        Certificates, the Offered Certificates may not be an
                        appropriate investment for you. This may be the case
                        because, among other things:

                              o     if you purchase your Certificates at a price
                                    other than par, your yield to maturity will
                                    be sensitive to the uncertain rate and
                                    timing of principal prepayments on the
                                    applicable Mortgage Loans;

                              o     the rate of principal distributions on, and
                                    the weighted average lives of, the Offered
                                    Certificates will be sensitive to the
                                    uncertain rate and timing of principal
                                    prepayments on the applicable Mortgage Loans
                                    and the priority of principal distributions
                                    among the classes of Certificates, and as
                                    such, the Offered Certificates and, in
                                    particular, any class of special retail
                                    certificates, may be inappropriate
                                    investments for you if you require a
                                    distribution of a particular amount of
                                    principal on a specific date or an otherwise
                                    predictable stream of distributions;

                              o     you may not be able to reinvest amounts
                                    distributed in respect of principal on your
                                    Certificates (which distributions, in
                                    general, are expected to be greater during
                                    periods of relatively low interest rates) at
                                    a rate at least as high as the applicable
                                    pass-through rate or your expected yield;

                              o     a secondary market for the Offered
                                    Certificates may not develop or provide you
                                    with liquidity of investment; and

                              o     you must pay tax on any interest or original
                                    issue discount in the year it accrues, even
                                    if the cash is paid to you in a different
                                    year.

Limited Source of       Proceeds of the Mortgage Loans (and any insurance policy
Payments -- No          with respect to a class of insured special retail
Recourse to             certificates) will be the sole source of payments on the
Depositor,              Certificates. The Certificates do not represent an
Seller, Servicer        interest in or obligation of the Depositor, the
or Trustee:             Servicer, the Sponsor, the Trustee or any of their
                        affiliates. There are, however, limited obligations of
                        the Depositor with respect to certain breaches of
                        representations and warranties, and limited obligations
                        of the Servicer with respect to its servicing
                        obligations.

                        Neither the Certificates nor the Mortgage Loans will be
                        guaranteed by or insured by any governmental agency or
                        instrumentality, the Depositor, the Sponsor, the
                        Servicer, the Trustee or any of their affiliates.
                        Consequently, if payments on the Mortgage Loans are
                        insufficient or otherwise unavailable to make all
                        payments required on the Certificates, there will be no
                        recourse to the Depositor, the Sponsor, the Servicer,
                        the Trustee or any of their affiliates.

Limited Liquidity:      The Underwriter intends to make a market for purchase
                        and sale of the Offered Certificates after their initial
                        issuance, but the Underwriter has no obligation to do
                        so. There is no assurance that such a secondary market
                        will develop or, if it does develop, that it will
                        provide you with liquidity of investment or that it will
                        continue for the life of the Offered Certificates. As a
                        result, you may not be able to sell your Certificates or
                        you may not be able to sell your Certificates at a high
                        enough price to produce your desired return on
                        investment.

                        The secondary market for mortgage-backed securities has
                        experienced periods of illiquidity and can be expected
                        to do so in the future. Illiquidity means that there may
                        not be any purchasers for your class of Certificates.
                        Although any class of Certificates may experience
                        illiquidity, it is more likely that classes of
                        Certificates that are more sensitive to prepayment,
                        credit or interest rate risk (such as the Interest Only,
                        Super Senior Support, Companion, Inverse Floating Rate,
                        Principal Only, or Subordinated Certificates) will
                        experience illiquidity.

Alternative             Certain of the Mortgage Loans may have been originated
Underwriting Standards  using the Sponsor's "Alternative A" underwriting
May Increase Risk of    guidelines. See "The Mortgage Loan Programs--Mortgage
Loss:                   Loan Underwriting--Bank of America Alternative
                        Underwriting Standards" in the base prospectus. These
                        underwriting guidelines are different from and, in
                        certain respects, less stringent than the general
                        underwriting guidelines employed by the sponsor. For
                        example, certain of the mortgage loans may have been
                        originated with less than standard documentation or with
                        higher maximum loan-to-value ratios. Accordingly, the
                        mortgage loans may experience rates of delinquencies,
                        defaults, foreclosure, bankruptcy and loss that are
                        higher than those experienced by mortgage loans
                        underwritten using the Sponsor's general underwriting
                        standards.

The Rate of Default on  Certain of the Mortgage Loans may be secured by investor
Mortgage Loans that     properties. An investor property is a property which, at
Are Secured by          the time of origination, the mortgagor represented would
Investor                not be used as the mortgagor's primary residence or
Properties              second home. Because the mortgagor is not living on the
May be                  property, the mortgagor may be more likely to default on
Higher than on          the mortgage loan than on a comparable mortgage loan
Other                   secured by a primary residence, or to a lesser extent, a
Mortgage Loans:         second home. In addition, income expected to be
                        generated from an investor property may have been
                        considered for underwriting purposes in addition to the
                        income of the mortgagor from other sources. Should this
                        income not materialize, it is possible the mortgagor
                        would not have sufficient resources to make payments on
                        the mortgage loan.

There Are Risks         At the time of origination of certain of the Mortgage
Relating                Loans, a lender other than the Sponsor may have
to Mortgaged            originated a second lien mortgage loan. Mortgage Loans
Properties Subject      that have second lien mortgage loans encumbering the
Second                  same mortgaged to property may have higher rates of
Lien Mortgage           delinquency and foreclosure relative to mortgage loans
Loans:                  that do not have second lien mortgage loans behind them.
                        This may be due to changes in the mortgagor's
                        debt-to-income profile, the fact that mortgagors may
                        then have less equity in the mortgaged property or other
                        factors. You should also note that any mortgagor could
                        obtain a second lien mortgage loan at any time
                        subsequent to the date of origination of their first
                        lien mortgage loan from any lender.

Subordinate             The Subordinate Certificates may provide credit support
Certificates May        for more than one Groups of Senior Certificates and thus
Provide Subordination   the outstanding Class Balances of such Subordinate
for All Groups          Certificates could be reduced to zero as a result of a
                        disproportionate amount of principal losses on the
                        Mortgage Loans in one Loan Group. Therefore, these
                        losses on the Mortgage Loans in one Loan Group will
                        reduce the subordination provided by the Subordinate
                        Certificates to the other Groups of Senior Certificates
                        and increase the likelihood that losses may be allocated
                        to the other Groups of Senior Certificates.

                        Under certain circumstances due to a
                        cross-collateralization mechanism, principal otherwise
                        payable to these Subordinate Certificates will be paid
                        to certain Senior Certificates.

High Rates of LIBOR or  If you are purchasing any inverse floating rate interest
Another Index May       only certificates, in addition to the risk that a rapid
Result in a Lower or    rate of prepayments on the related Mortgage Loans may
Negative Yield on any   result in a lower actual yield than you expected or a
Inverse Floating Rate   negative yield, you should also consider the risk that
Interest Only           high rates of LIBOR or high rates of another applicable
Certificates            index for your certificates may result in the failure to
                        recover your initial investment.

                    Categories of Classes of Certificates

    The Certificates of any series may be comprised of one or more Classes. The
Classes, in general, fall into different categories. The chart in the base
prospectus under the heading "Description of the Certificates--Categories of
Classes of Certificates" identifies and generally defines certain of the more
typical categories. The prospectus supplement for a series of Certificates may
identify the Classes which comprise that series by reference to those categories
or another category specified in the prospectus supplement.


Banc of America Securities LLC
- --------------------------------------------------------------------------------

The depositor has filed a registration statement (including a prospectus) with
the SEC for the offering to which this communication relates. Before you invest,
you should read the prospectus in that registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor and this offering. You may get these documents for free by
visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor,
any underwriter or any dealer participating in the offering will arrange to send
you the prospectus if you request it by calling toll-free 1-800-294-1322 or you
e-mail a request to dg.prospectus_distribution@bofasecurities.com. The
securities may not be suitable for all investors. Banc of America Securities LLC
and its affiliates may acquire, hold or sell positions in these securities, or
in related derivatives, and may have an investment or commercial banking
relationship with the depositor.

The information contained in these materials may be based on assumptions
regarding market conditions and other matters as reflected herein. Banc of
America Securities LLC (the "Underwriter") makes no representation regarding the
reasonableness of such assumptions or the likelihood that any such assumptions
will coincide with actual market conditions or events, and these materials
should not be relied upon for such purposes. The Underwriter and its affiliates,
officers, directors, partners and employees, including persons involved in the
preparation or issuance of these materials, may, from time to time, have long or
short positions in, and buy and sell, the securities mentioned herein or
derivatives thereof (including options). Information in these materials is
current as of the date appearing on the material only. Information in these
materials regarding any securities discussed herein supersedes all prior
information regarding such securities. These materials are not to be construed
as an offer to sell or the solicitation of any offer to buy any security in any
jurisdiction where such an offer or solicitation would be illegal.

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



                       [BANC OF AMERICA SECURITIES LOGO]

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

     Because the asset-backed securities are being offered on a "when, as and if
issued" basis, any contract of sale will terminate, by its terms, without any
further obligation or liability between us, if the securities themselves, or the
particular class to which the contract relates, are not issued. Because the
asset-backed securities are subject to modification or revision, any such
contract also is conditioned upon the understanding that no material change will
occur with respect to the relevant class of securities prior to the closing
date. If a material change does occur with respect to such class, our contract
will terminate, by its terms, without any further obligation or liability
between us (the "Automatic Termination"). If an Automatic Termination occurs, we
will provide you with revised offering materials reflecting the material change
and give you an opportunity to purchase such class. To indicate your interest in
purchasing the class, you must communicate to us your desire to do so within
such timeframe as may be designated in connection with your receipt of the
revised offering materials.

Mortgage Pass-Through Certificates, Series 2006-3

Banc of America Alternative Loan Trust 2006-3
Issuing Entity

Banc of America Mortgage Securities, Inc.
Depositor

Bank of America, National Association
Sponsor and Servicer

[BANK OF AMERICA LOGO]



March 17, 2006

- --------------------------------------------------------------------------------
The depositor has filed a registration statement (including a prospectus) with
the SEC for the offering to which this communication relates. Before you invest,
you should read the prospectus in that registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor and this offering. You may get these documents for free by
visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor,
any underwriter or any dealer participating in the offering will arrange to send
you the prospectus if you request it by calling toll-free 1-800-294-1322 or you
e-mail a request to dg.prospectus_distribution@bofasecurities.com. The
securities may not be suitable for all investors. Banc of America Securities LLC
and its affiliates may acquire, hold or sell positions in these securities, or
in related derivatives, and may have an investment or commercial banking
relationship with the depositor.

The information contained in these materials may be based on assumptions
regarding market conditions and other matters as reflected herein. Banc of
America Securities LLC (the "Underwriter") makes no representation regarding the
reasonableness of such assumptions or the likelihood that any such assumptions
will coincide with actual market conditions or events, and these materials
should not be relied upon for such purposes. The Underwriter and its affiliates,
officers, directors, partners and employees, including persons involved in the
preparation or issuance of these materials, may, from time to time, have long or
short positions in, and buy and sell, the securities mentioned herein or
derivatives thereof (including options). Information in these materials is
current as of the date appearing on the material only. Information in these
materials regarding any securities discussed herein supersedes all prior
information regarding such securities. These materials are not to be construed
as an offer to sell or the solicitation of any offer to buy any security in any
jurisdiction where such an offer or solicitation would be illegal.
- --------------------------------------------------------------------------------



- --------------------------------------------------------------------------------
[BANC OF AMERICA SECURITIES LOGO]     Banc of America Mortgage Securities, Inc.
                                      Mortgage Pass-Through Certificates, 2006-3
- --------------------------------------------------------------------------------

                                   DISCLAIMER

This free writing prospectus is being delivered to you solely to provide you
with information about the offering of the securities referred to in this free
writing prospectus and to solicit an offer to purchase the securities, when, as
and if issued. Any such offer to purchase made by you will not be accepted and
will not constitute a contractual commitment by you to purchase any of the
securities until we have accepted your offer to purchase securities. You may
withdraw your offer to purchase securities at any time prior to our acceptance
of your offer.

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

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

                             IRS CIRCULAR 230 NOTICE

                  THIS FREE WRITING PROSPECTUS IS NOT INTENDED OR WRITTEN TO BE
                  USED, AND CANNOT BE USED, FOR THE PURPOSE OF AVOIDING U.S.
                  FEDERAL, STATE OR LOCAL TAX PENALTIES. THIS FREE WRITING
                  PROSPECTUS IS WRITTEN AND PROVIDED BY THE UNDERWRITER IN
                  CONNECTION WITH THE PROMOTION OR MARKETING OF THE TRANSACTIONS
                  OR MATTERS ADDRESSED HEREIN. INVESTORS SHOULD SEEK ADVICE
                  BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT
                  TAX ADVISOR.

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW THIS DOCUMENT ARE NOT
APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR
OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION
BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.

           Selected 15 Year Mortgage Loan Data as of March 1, 2006(1)



                                                           Range or Total           Weighted Average
- --------------------------------------------------   ---------------------------    ----------------
                                                                              
Number of 15Year Mortgage Loans                                              318
Aggregate Unpaid Principal Balance                                $38,260,947.59
Unpaid Principal Balance                             $10,000.00 to $1,192,825.43         $120,317.45
Mortgage Interest Rate                                          5.125% to 7.125%               6.161%
Servicing Fee Rate                                                        0.2500%
Trustee Fee Rate                                                          0.0065%
Administrative Fee Rate                                                   0.2565%
Remaining Terms to Stated Maturity                             118 to 180 months          173 months
Original Term                                                  120 to 180 months          174 months
Number of Months Since Origination                                1 to 12 months            2 months
Original Loan-to-Value Ratio                                     4.94% to 95.00%               58.74%
Credit Scores                                                         621 to 835                 745
Latest Maturity Date                                                  2021-03-01
Number of Buy-Down Loans                                                       0
Aggregate Unpaid Principal Balance of Buy-Down
   Loans                                                                   $0.00
Unpaid Principal Balance of Buy-Down Loans                        $0.00 to $0.00               $0.00
Number of BPP Mortgage Loans                                                  16
Aggregate Unpaid Principal Balance of BPP Mortgage
   Loans                                                           $1,727,814.08
Unpaid Principal Balance of BPP Mortgage Loans         $20,085.05 to $258,137.53         $107,988.38
Number of Mortgage Loans underwritten using
   "Alternative A" underwriting standards                                    138
Aggregate Unpaid Principal Balance of Mortgage
   Loans underwritten using "Alternative A"
   underwriting standards                                         $18,089,432.26
Unpaid Principal Balance of Mortgage Loans
   underwritten using "Alternative A" underwriting
   standards                                         $12,960.00 to $1,192,825.43         $131,082.84
Number of Mortgage Loans secured by leases on real
   property                                                                    0
Aggregate Unpaid Principal Balance of Mortgage
   Loans secured by leases on real property                                $0.00
Unpaid Principal Balance of Mortgage Loans secured
   by leases on real property                                     $0.00 to $0.00               $0.00
Geographic Concentration of Mortgaged Properties
   in Excess of 5.00% of the Aggregate Unpaid
   Principal Balance
       California.................................                         20.14%
       Florida....................................                         12.88%
       Texas......................................                          8.48%
       New Jersey.................................                          6.06%
       Georgia....................................                          5.62%
Maximum Single Five-Digit Zip Code Concentration                            3.12%


- ----------
(1) Approximate (+/-5%).

                     Occupancy of Mortgaged Properties(1)(2)



                                                                              Aggregate Stated       % of 15 Year Cut-off
                                                       Number of 15 Year   Principal Balance as of   Date Pool Principal
Occupancy(2)                                            Mortgage Loans          Cut-off Date               Balance
- ----------------------------------------------------   -----------------   -----------------------   --------------------
                                                                                            
Investor Property                                                    176            $18,532,623.91                  48.44%
Primary Residence                                                    132             17,208,018.20                  44.98
Second Home                                                           10              2,520,305.48                   6.59
             Total..................................                 318            $38,260,947.59                 100.00%


(1)   Based solely on representations of the mortgagor at the time of
      origination of the related 15 Year Mortgage Loan.

(2)   Approximate (+/-5%).

                                Property Type(1)



                                                                              Aggregate Stated       % of 15 Year Cut-off
                                                       Number of 15 Year   Principal Balance as of   Date Pool Principal
Property Type (1)                                       Mortgage Loans          Cut-off Date               Balance
- ----------------------------------------------------   -----------------   -----------------------   --------------------
                                                                                            
Single Family Residence                                              242            $28,267,145.32                  73.88%
2-Family                                                              26              3,438,272.76                   8.99
Condominium - Low                                                     24              2,467,285.64                   6.45
4-Family                                                               6              1,116,915.11                   2.92
PUD-Detached                                                           6                883,617.78                   2.31
3-Family                                                               4                769,009.98                   2.01
Townhouse                                                              4                504,285.86                   1.32
Condominium - High                                                     1                417,000.00                   1.09
PUD-Attached                                                           4                322,043.06                   0.84
Condotel                                                               1                 75,372.08                   0.20
             Total...................................                318            $38,260,947.59                 100.00%


(1)   Approximate (+/-5%).

                            Mortgage Loan Purposes(3)



                                                                              Aggregate Stated       % of 15 Year Cut-off
                                                       Number of 15 Year   Principal Balance as of   Date Pool Principal
Purpose (3)                                             Mortgage Loans          Cut-off Date               Balance
- ----------------------------------------------------   -----------------   -----------------------   --------------------
                                                                                            
Refinance-Cashout(1)                                                 121            $18,054,141.53                  47.19%
Refinance-Rate/Term(2)                                               127             11,592,047.81                  30.30
Purchase                                                              70              8,614,758.25                  22.52
             Total..................................                 318            $38,260,947.59                 100.00%


(1)   "Refinance--Cashout" means a mortgage loan originated in connection with a
      refinancing that has a principal balance in excess of the principal
      balance on the old loan plus settlement costs where cash is distributed to
      the mortgagor.

(2)   "Refinance--Rate/Term" means a mortgage loan originated in connection with
      a refinancing to reduce the mortgage interest rate or reduce or increase
      the term.

(3)   Approximate (+/-5%).

                              Documentation Type(1)



                                                                              Aggregate Stated       % of 15 Year Cut-off
                                                       Number of 15 Year   Principal Balance as of   Date Pool Principal
Documentation Type (1)                                  Mortgage Loans          Cut-off Date               Balance
- ----------------------------------------------------   -----------------   -----------------------   --------------------
                                                                                            
Accelerated - Stated                                                 132            $17,226,666.28                  45.02%
Accelerated - Paper Saver/Threshold                                   86              9,112,392.64                  23.82
Standard                                                              40              6,784,281.06                  17.73
Accelerated - All Ready Home                                          33              2,313,971.00                   6.05
Desktop Underwriter/Loan Prospector                                   21              1,960,870.63                   5.12
Accelerated - No Ratio                                                 6                862,765.98                   2.25
             Total..................................                 318            $38,260,947.59                 100.00%


(1)   Approximate (+/-5%).

           Geographical Distribution of the Mortgaged Properties(1)(2)



                                                                              Aggregate Stated       % of 15 Year Cut-off
                                                       Number of 15 Year   Principal Balance as of   Date Pool Principal
Geographical Area (2)                                   Mortgage Loans          Cut-off Date               Balance
- ----------------------------------------------------   -----------------   -----------------------   --------------------
                                                                                            
Alabama                                                                1                $72,638.00                   0.19%
Arizona                                                                7                576,139.90                   1.51
Arkansas                                                               9                812,049.37                   2.12
California                                                            50              7,706,145.66                  20.14
Colorado                                                               6                648,797.00                   1.70
Connecticut                                                            7                795,322.11                   2.08
District of Columbia                                                   2                195,232.73                   0.51
Florida                                                               36              4,928,846.80                  12.88
Georgia                                                               12              2,151,782.55                   5.62
Idaho                                                                  2                124,153.37                   0.32
Illinois                                                               6                469,357.72                   1.23
Indiana                                                                6                492,378.66                   1.29
Iowa                                                                   2                 93,385.77                   0.24
Kansas                                                                 7                400,899.89                   1.05
Kentucky                                                               5                435,451.74                   1.14
Maine                                                                  2                144,000.00                   0.38
Maryland                                                               8              1,348,475.68                   3.52
Massachusetts                                                          7              1,165,506.69                   3.05
Michigan                                                               2                289,685.10                   0.76
Minnesota                                                              3                267,220.72                   0.70
Missouri                                                               8                798,782.66                   2.09
Montana                                                                1                 60,650.00                   0.16
Nebraska                                                               1                 75,741.00                   0.20
Nevada                                                                 5                387,066.28                   1.01
New Hampshire                                                          3                458,449.36                   1.20
New Jersey                                                            13              2,319,938.41                   6.06
New Mexico                                                             2                230,851.95                   0.60
New York                                                               9              1,902,743.06                   4.97
North Carolina                                                        16              1,272,132.50                   3.32
Ohio                                                                   4                355,639.40                   0.93
Oklahoma                                                               5                268,300.00                   0.70
Oregon                                                                 7                773,412.19                   2.02
Pennsylvania                                                           5                365,509.62                   0.96
Rhode Island                                                           1                104,453.00                   0.27
South Carolina                                                         5                110,963.87                   0.29
South Dakota                                                           1                 87,000.00                   0.23
Tennessee                                                              6                351,422.01                   0.92
Texas                                                                 23              3,244,625.32                   8.48
Utah                                                                   4                334,336.89                   0.87
Virginia                                                               8                664,143.05                   1.74
Washington                                                             6                542,848.43                   1.42
West Virginia                                                          1                 35,924.59                   0.09
Wisconsin                                                              4                398,544.54                   1.04
             Total..................................                 318            $38,260,947.59                 100.00%


(1)   As of the Cut-off Date, no more than approximately 3.12% of the 15 Year
      Mortgage Loans are expected to be secured by Mortgaged Properties located
      in any one five-digit postal zip code.

(2)   Approximate (+/-5%).

                 Current Mortgage Loan Principal Balances(1)(2)



                                                                              Aggregate Stated       % of 15 Year Cut-off
                                                       Number of 15 Year   Principal Balance as of   Date Pool Principal
Current Mortgage Loan Principal Balances(2)             Mortgage Loans          Cut-off Date               Balance
- ----------------------------------------------------   -----------------   -----------------------   --------------------
                                                                                            
0.01 - 50,000.00                                                      51             $1,841,056.00                   4.81%
50,000.01 - 100,000.00                                               135              9,908,961.02                  25.90
100,000.01 - 150,000.00                                               64              7,913,441.79                  20.68
150,000.01 - 200,000.00                                               27              4,597,947.74                  12.02
200,000.01 - 250,000.00                                               17              3,785,058.32                   9.89
250,000.01 - 300,000.00                                               13              3,748,547.55                   9.80
300,000.01 - 350,000.00                                                3                990,268.15                   2.59
400,000.01 - 450,000.00                                                4              1,671,538.80                   4.37
450,000.01 - 500,000.00                                                1                468,700.00                   1.23
950,000.01 - 1,000,000.00                                              1                971,000.00                   2.54
1,000,000.01 - 1,500,000.00                                            2              2,364,428.22                   6.18
             Total..................................                 318            $38,260,947.59                 100.00%


(1)   As of the Cut-off Date, the average outstanding principal balance of the
      15 Year Mortgage Loans is expected to be approximately $120,317.

(2)   Approximate (+/-5%).

                      Original Debt-to-Income Ratios(1)(2)



                                                                              Aggregate Stated       % of 15 Year Cut-off
                                                       Number of 15 Year   Principal Balance as of   Date Pool Principal
Original Debt-to-Income Ratios(2)                       Mortgage Loans          Cut-off Date               Balance
- ----------------------------------------------------   -----------------   -----------------------   --------------------
                                                                                            
Not Calculated                                                        13             $1,402,523.50                   3.67%
0.01 - 10.00                                                          39              2,963,924.59                   7.75
10.01 - 20.00                                                         77              8,806,265.01                  23.02
20.01 - 30.00                                                         74              9,149,121.07                  23.91
30.01 - 40.00                                                         39              7,130,322.28                  18.64
40.01 - 50.00                                                         50              5,526,954.16                  14.45
50.01 - 60.00                                                         22              2,845,438.43                   7.44
60.01 - 70.00                                                          4                436,398.55                   1.14
             Total..................................                 318            $38,260,947.59                 100.00%


(1)   As of the Cut-off Date, the weighted average Debt-to-Income Ratio at
      origination of the 15 Year Mortgage Loans is expected to be approximately
      28.71%.

(2)   Approximate (+/-5%).

                       Original Loan-to-Value Ratios(1)(2)



                                                                              Aggregate Stated       % of 15 Year Cut-off
                                                       Number of 15 Year   Principal Balance as of   Date Pool Principal
Original Loan-to-Value Ratios (2)                       Mortgage Loans          Cut-off Date               Balance
- ----------------------------------------------------   -----------------   -----------------------   --------------------
                                                                                            
0.01 - 5.00                                                            1                $35,000.00                   0.09%
5.01 - 10.00                                                           1                 45,640.10                   0.12
10.01 - 15.00                                                          5                294,294.29                   0.77
15.01 - 20.00                                                          7                524,916.25                   1.37
20.01 - 25.00                                                          5                524,870.19                   1.37
25.01 - 30.00                                                         16              2,025,018.63                   5.29
30.01 - 35.00                                                          9                837,703.91                   2.19
35.01 - 40.00                                                         24              2,395,244.65                   6.26
40.01 - 45.00                                                         19              2,094,157.10                   5.47
45.01 - 50.00                                                         25              2,969,912.95                   7.76
50.01 - 55.00                                                         23              2,613,322.38                   6.83
55.01 - 60.00                                                         35              3,611,746.40                   9.44
60.01 - 65.00                                                         28              4,138,400.88                  10.82
65.01 - 70.00                                                         40              5,227,923.08                  13.66
70.01 - 75.00                                                         18              3,303,566.62                   8.63
75.01 - 80.00                                                         53              6,943,687.98                  18.15
85.01 - 90.00                                                          8                657,389.18                   1.72
90.01 - 95.00                                                          1                 18,153.00                   0.05
             Total..................................                 318            $38,260,947.59                 100.00%


(1)   As of the Cut-off Date, the weighted average Loan-to-Value Ratio at
      origination of the 15 Year Mortgage Loans is expected to be approximately
      58.74%.

(2)   Approximate (+/-5%).

                         Mortgage Interest Rates(1)(2)



                                                                              Aggregate Stated       % of 15 Year Cut-off
                                                       Number of 15 Year   Principal Balance as of   Date Pool Principal
Mortgage Interest Rates (2)                             Mortgage Loans          Cut-off Date               Balance
- ----------------------------------------------------   -----------------   -----------------------   --------------------
                                                                                            
5.001 - 5.250                                                          2               $326,224.00                   0.85%
5.251 - 5.500                                                         10              1,192,804.35                   3.12
5.501 - 5.750                                                         16              2,919,854.82                   7.63
5.751 - 6.000                                                         92             11,915,991.23                  31.14
6.001 - 6.250                                                         77              8,171,869.32                  21.36
6.251 - 6.500                                                         90             10,602,522.90                  27.71
6.501 - 6.750                                                         23              1,561,604.88                   4.08
6.751 - 7.000                                                          7              1,510,263.34                   3.95
7.001 - 7.250                                                          1                 59,812.75                   0.16
             Total..................................                 318            $38,260,947.59                 100.00%


(1)   As of the Cut-off Date, the weighted average mortgage interest rate of the
      15 Year Mortgage Loans is expected to be approximately 6.161% per annum.

(2)   Approximate (+/-5%).

                    Number of Months Since Origination(1)(2)



                                                                              Aggregate Stated       % of 15 Year Cut-off
                                                       Number of 15 Year   Principal Balance as of   Date Pool Principal
Months Since Origination (2)                            Mortgage Loans          Cut-off Date               Balance
- ----------------------------------------------------   -----------------   -----------------------   --------------------
                                                                                            
1 - 2                                                                283            $33,392,802.48                  87.28%
3 - 4                                                                 33              3,419,148.29                   8.94
7 - 8                                                                  1                277,394.03                   0.73
11 - 12                                                                1              1,171,602.79                   3.06
             Total...................................                318            $38,260,947.59                 100.00%


(1)   As of the Cut-off Date, the weighted average number of months since
      origination of the 15 Year Mortgage Loans is expected to be approximately
      1.99 months.

(2)   Approximate (+/-5%).

                              Remaining Terms(1)(2)



                                                                              Aggregate Stated       % of 15 Year Cut-off
                                                       Number of 15 Year   Principal Balance as of   Date Pool Principal
Remaining Terms (2)                                     Mortgage Loans          Cut-off Date               Balance
- ----------------------------------------------------   -----------------   -----------------------   --------------------
                                                                                            
101 - 120                                                             26             $3,166,954.65                   8.28%
121 - 140                                                              3                367,507.52                   0.96
141 - 160                                                              9                666,792.28                   1.74
161 - 180                                                            280             34,059,693.14                  89.02
             Total..................................                 318            $38,260,947.59                 100.00%


(1)   As of the Cut-off Date, the weighted average remaining term to stated
      maturity of the 15 Year Mortgage Loans is expected to be approximately 173
      months.

(2)   Approximate (+/-5%).

                        Credit Scores of Mortgagors(1)(2)



                                                                              Aggregate Stated       % of 15 Year Cut-off
                                                       Number of 15 Year   Principal Balance as of   Date Pool Principal
Credit Scores(2)                                        Mortgage Loans          Cut-off Date               Balance
- ----------------------------------------------------   -----------------   -----------------------   --------------------
                                                                                            
801 - 850                                                             38             $3,607,195.95                   9.43%
751 - 800                                                            126             15,810,940.85                  41.32
701 - 750                                                             82              9,576,218.52                  25.03
651 - 700                                                             63              7,880,077.90                  20.60
601 - 650                                                              6                743,851.22                   1.94
Not Scored                                                             3                642,663.15                   1.68
             Total..................................                 318            $38,260,947.59                 100.00%


(1)   The scores shown are Bureau Credit Scores from Experian (FICO), Equifax
      (Beacon) and TransUnion (Empirica).

(2)   Approximate (+/-5%).

           Selected 30 Year Mortgage Loan Data as of March 1, 2006(1)



                                                                                      Range or Total     Weighted Average
- ----------------------------------------------------------------------   ---------------------------    -----------------
                                                                                                  
Number of  30 Year Mortgage Loans                                                              1,590
Aggregate Unpaid Principal Balance                                                   $287,539,286.77
Unpaid Principal Balance                                                 $17,000.00 to $2,797,647.66          $180.842.32
Mortgage Interest Rate                                                              5.375% to 7.750%                6.548%
Servicing Fee Rate                                                                            0.2500%
Trustee Fee Rate                                                                              0.0065%
Administrative Fee Rate                                                                       0.2565%
Remaining Terms to Stated Maturity                                                 191 to 360 months           355 months
Original Term                                                                      192 to 360 months           356 months
Number of Months Since Origination                                                    1 to 19 months             2 months
Original Loan-to-Value Ratio                                                        9.46% to 103.00%                70.94%
Credit Scores                                                                             603 to 826                  730
Latest Maturity Date                                                                      2036-03-01
Number of Buy-Down Loans                                                                           0
Aggregate Unpaid Principal Balance of Buy-Down Loans                                           $0.00
Unpaid Principal Balance of Buy-Down Loans                                            $0.00 to $0.00                $0.00
Number of BPP Mortgage Loans                                                                      99
Aggregate Unpaid Principal Balance of BPP Mortgage Loans                              $15,480,740.67
Unpaid Principal Balance of BPP Mortgage Loans                             $30,320.00 to $419,629.44          $156,371.12
Number of Mortgage Loans underwritten using "Alternative A"
   underwriting standards                                                                        605
Aggregate Unpaid Principal Balance of Mortgage Loans underwritten
   using "Alternative A" underwriting standards                                      $136,767,127.25
Unpaid Principal Balance of Mortgage Loans underwritten using
   "Alternative A" underwriting standards                                $17,000.00 to $2,797,647.66          $226,061.37
Number of Mortgage Loans secured by leases on real property                                       11
Aggregate Unpaid Principal Balance of Mortgage Loans secured by leases
   on real property                                                                    $1,342,510.22
Unpaid Principal Balance of Mortgage Loans secured by leases on real
   property                                                                $27,975.29 to $416,613.77          $122,046.38
Geographic Concentration of Mortgaged Properties in Excess of 5.00%
   of the Aggregate Unpaid Principal Balance
         California...................................................                         20.66%
         Florida......................................................                         16.38%
         Texas........................................................                          6.64%
Maximum Single Five-Digit Zip Code Concentration                                                0.97%


(1) Approximate (+/-5%).

                     Occupancy of Mortgaged Properties(1)(2)



                                                                              Aggregate Stated       % of 30 Year Cut-off
                                                       Number of 30 Year   Principal Balance as of   Date Pool Principal
Occupancy(2)                                            Mortgage Loans          Cut-off Date               Balance
- ----------------------------------------------------   -----------------   -----------------------   --------------------
                                                                                            
Primary Residence                                                    839           $170,313,378.79                  59.23%
Investor Property                                                    684            105,115,283.58                  36.56
Second Home                                                           67             12,110,624.40                   4.21
             Total..................................               1,590           $287,539,286.77                 100.00%


(1)   Based solely on representations of the mortgagor at the time of
      origination of the related 30 Year Mortgage Loan.

(2)   Approximate (+/-5%).

                                Property Type(1)



                                                                              Aggregate Stated       % of 30 Year Cut-off
                                                       Number of 30 Year   Principal Balance as of   Date Pool Principal
Property Type (1)                                       Mortgage Loans          Cut-off Date               Balance
- ----------------------------------------------------   -----------------   -----------------------   --------------------
                                                                                            
Single Family Residence                                            1,056           $186,333,566.45                  64.80%
PUD-Detached                                                         128             28,021,441.97                   9.75
Condominium - Low                                                    140             22,811,098.09                   7.93
2-Family                                                             121             21,343,988.14                   7.42
PUD-Attached                                                          36              6,931,677.30                   2.41
Condominium - High                                                    28              6,718,489.16                   2.34
3-Family                                                              24              6,240,028.55                   2.17
4-Family                                                              27              5,337,486.07                   1.86
Townhouse                                                             17              2,286,794.78                   0.80
Condotel                                                              12              1,418,716.26                   0.49
Cooperative                                                            1                 96,000.00                   0.03
             Total..................................               1,590           $287,539,286.77                 100.00%


(1)   Approximate (+/-5%).

                            Mortgage Loan Purposes(3)



                                                                              Aggregate Stated       % of 30 Year Cut-off
                                                       Number of 30 Year   Principal Balance as of   Date Pool Principal
Purpose (3)                                             Mortgage Loans          Cut-off Date               Balance
- ----------------------------------------------------   -----------------   -----------------------   --------------------
                                                                                            
Purchase                                                             846           $143,263,392.78                  49.82%
Refinance-Cashout(1)                                                 528            108,918,003.04                  37.88
Refinance-Rate/Term(2)                                               216             35,357,890.95                  12.30
             Total..................................               1,590           $287,539,286.77                 100.00%


(1)   "Refinance--Cashout" means a mortgage loan originated in connection with a
      refinancing that has a principal balance in excess of the principal
      balance on the old loan plus settlement costs where cash is distributed to
      the mortgagor. (

2)    "Refinance--Rate/Term" means a mortgage loan originated in connection with
      a refinancing to reduce the mortgage interest rate or reduce or increase
      the term.

(3)   Approximate (+/-5%).

                              Documentation Type(1)



                                                                              Aggregate Stated       % of 30 Year Cut-off
                                                       Number of 30 Year   Principal Balance as of   Date Pool Principal
Documentation Type (1)                                  Mortgage Loans          Cut-off Date               Balance
- ----------------------------------------------------   -----------------   -----------------------   --------------------
                                                                                            
Accelerated - Stated                                                 562           $128,917,381.06                  44.83%
Standard                                                             468             76,055,232.11                  26.45
Accelerated - Paper Saver/Threshold                                  296             40,591,907.52                  14.12
Desk Underwriter/Loan Prospector                                     194             29,471,856.95                  10.25
Accelerated - No Ratio                                                39              7,695,807.01                   2.68
Accelerated - All Ready Home                                          18              2,183,701.03                   0.76
Accelerated - Rapid                                                    6              1,673,946.02                   0.58
Accelerated - Stated Income/Stated Asset                               7                949,455.07                   0.33
             Total..................................               1,590           $287,539,286.77                 100.00%


(1)   Approximate (+/-5%).

           Geographical Distribution of the Mortgaged Properties(1)(2)



                                                                              Aggregate Stated       % of 30 Year Cut-off
                                                       Number of 30 Year   Principal Balance as of   Date Pool Principal
Geographical Area (2)                                   Mortgage Loans          Cut-off Date               Balance
- ----------------------------------------------------   -----------------   -----------------------   --------------------
                                                                                            
Alabama                                                                7               $828,257.19                   0.29%
Arizona                                                               49              8,119,960.66                   2.82
Arkansas                                                              13              1,797,942.09                   0.63
California                                                           218             59,399,519.70                  20.66
Colorado                                                              30              6,396,635.56                   2.22
Connecticut                                                           15              4,459,137.86                   1.55
Delaware                                                               1                200,000.00                   0.07
District of Columbia                                                   5              1,432,322.51                   0.50
Florida                                                              256             47,091,986.58                  16.38
Georgia                                                               58              7,053,786.69                   2.45
Hawaii                                                                16              4,531,032.46                   1.58
Idaho                                                                  7              1,314,729.56                   0.46
Illinois                                                              46              7,392,133.63                   2.57
Indiana                                                               18              2,099,470.16                   0.73
Iowa                                                                  14              1,893,901.09                   0.66
Kansas                                                                19              2,053,388.08                   0.71
Kentucky                                                              10                953,014.39                   0.33
Louisiana                                                              7              1,056,399.48                   0.37
Maine                                                                 10              1,377,198.19                   0.48
Maryland                                                              59              9,882,842.03                   3.44
Massachusetts                                                         25              5,940,367.74                   2.07
Michigan                                                              21              5,069,620.90                   1.76
Minnesota                                                             13              2,435,497.23                   0.85
Mississippi                                                            2                175,677.14                   0.06
Missouri                                                              45              6,456,827.62                   2.25
Montana                                                                2                249,979.61                   0.09
Nebraska                                                               1                 47,200.00                   0.02
Nevada                                                                33              6,461,528.60                   2.25
New Hampshire                                                          8              1,252,731.05                   0.44
New Jersey                                                            24              5,049,536.95                   1.76
New Mexico                                                            13              2,459,005.73                   0.86
New York                                                              48             13,212,329.72                   4.59
North Carolina                                                        77             10,074,829.43                   3.50
Ohio                                                                  11              1,199,228.59                   0.42
Oklahoma                                                              19              1,933,334.08                   0.67
Oregon                                                                26              3,167,860.05                   1.10
Pennsylvania                                                          30              3,994,920.64                   1.39
Rhode Island                                                           7              1,380,869.37                   0.48
South Carolina                                                        50              7,474,607.09                   2.60
Tennessee                                                             22              2,148,188.50                   0.75
Texas                                                                154             19,086,692.07                   6.64
Utah                                                                   8              1,731,809.30                   0.60
Vermont                                                                9              1,488,488.42                   0.52
Virginia                                                              35              6,109,406.05                   2.12
Washington                                                            33              6,839,550.85                   2.38
Wisconsin                                                             15              2,646,455.24                   0.92
Wyoming                                                                1                119,086.89                   0.04
             Total..................................               1,590           $287,539,286.77                 100.00%


(1)   As of the Cut-off Date, no more than approximately 0.97% of the 30 Year
      Mortgage Loans are expected to be secured by Mortgaged Properties located
      in any one five-digit postal zip code.

(2)   Approximate (+/-5%).

                 Current Mortgage Loan Principal Balances(1)(2)



                                                                              Aggregate Stated       % of 30 Year Cut-off
                                                       Number of 30 Year   Principal Balance as of   Date Pool Principal
Current Mortgage Loan Principal Balances(2)             Mortgage Loans          Cut-off Date               Balance
- ----------------------------------------------------   -----------------   -----------------------   --------------------
                                                                                            
0.01 - 50,000.00                                                      67             $2,653,424.23                   0.92%
50,000.01 - 100,000.00                                               389             30,234,926.48                  10.52
100,000.01 - 150,000.00                                              415             51,737,501.15                  17.99
150,000.01 - 200,000.00                                              269             46,853,217.94                  16.29
200,000.01 - 250,000.00                                              144             32,416,280.64                  11.27
250,000.01 - 300,000.00                                              100             27,179,494.07                   9.45
300,000.01 - 350,000.00                                               70             22,914,607.55                   7.97
350,000.01 - 400,000.00                                               38             14,232,214.50                   4.95
400,000.01 - 450,000.00                                               25             10,600,102.01                   3.69
450,000.01 - 500,000.00                                               21             10,116,649.39                   3.52
500,000.01 - 550,000.00                                               10              5,312,619.34                   1.85
550,000.01 - 600,000.00                                               10              5,774,921.87                   2.01
600,000.01 - 650,000.00                                               14              8,791,859.47                   3.06
650,000.01 - 700,000.00                                                2              1,386,300.00                   0.48
700,000.01 - 750,000.00                                                5              3,639,522.57                   1.27
750,000.01 - 800,000.00                                                1                757,581.01                   0.26
800,000.01 - 850,000.00                                                1                839,276.77                   0.29
850,000.01 - 900,000.00                                                1                862,554.83                   0.30
950,000.01 - 1,000,000.00                                              3              2,961,168.28                   1.03
1,000,000.01 - 1,500,000.00                                            3              3,946,467.01                   1.37
1,500,000.01 - 2,000,000.00                                            1              1,530,950.00                   0.53
2,500,000.01 - 3,000,000.00                                            1              2,797,647.66                   0.97
             Total..................................               1,590           $287,539,286.77                 100.00%


(1)   As of the Cut-off Date, the average outstanding principal balance of the
      30 Year Mortgage Loans is expected to be approximately $180,842.

(2)   Approximate (+/-5%).

                      Original Debt-to-Income Ratios(1)(2)



                                                                              Aggregate Stated       % of 30 Year Cut-off
                                                       Number of 30 Year   Principal Balance as of   Date Pool Principal
Original Debt-to-Income Ratios(2)                       Mortgage Loans          Cut-off Date               Balance
- ----------------------------------------------------   -----------------   -----------------------   --------------------
                                                                                            
Not Calculated                                                        19             $3,769,315.17                   1.31%
0.01 - 10.00                                                          46              5,939,519.30                   2.07
10.01 - 20.00                                                        180             25,223,557.02                   8.77
20.01 - 30.00                                                        288             49,074,991.18                  17.07
30.01 - 40.00                                                        506            102,002,937.23                  35.47
40.01 - 50.00                                                        430             80,198,402.04                  27.89
50.01 - 60.00                                                         92             16,965,881.25                   5.90
60.01 - 70.00                                                         26              4,024,197.58                   1.40
70.01 - 80.00                                                          3                340,486.00                   0.12
             Total...................................              1,590           $287,539,286.77                 100.00%


(1)   As of the Cut-off Date, the weighted average Debt-to-Income Ratio at
      origination of the 30 Year Mortgage Loans is expected to be approximately
      35.38%.

(2)   Approximate (+/-5%).

                       Original Loan-to-Value Ratios(1)(2)



                                                                              Aggregate Stated       % of 30 Year Cut-off
                                                       Number of 30 Year   Principal Balance as of   Date Pool Principal
Original Loan-to-Value Ratios (2)                       Mortgage Loans          Cut-off Date               Balance
- ----------------------------------------------------   -----------------   -----------------------   --------------------
                                                                                            
5.01 - 10.00                                                           2               $198,390.35                   0.07%
10.01 - 15.00                                                          2                150,430.22                   0.05
15.01 - 20.00                                                         12              1,562,561.86                   0.54
20.01 - 25.00                                                         14              1,428,364.97                   0.50
25.01 - 30.00                                                         15              1,744,337.61                   0.61
30.01 - 35.00                                                         24              3,683,070.13                   1.28
35.01 - 40.00                                                         35              5,188,529.33                   1.80
40.01 - 45.00                                                         42              7,865,952.60                   2.74
45.01 - 50.00                                                         43              9,642,845.44                   3.35
50.01 - 55.00                                                         56             10,523,270.22                   3.66
55.01 - 60.00                                                         66             12,344,567.92                   4.29
60.01 - 65.00                                                         99             17,845,071.90                   6.21
65.01 - 70.00                                                        158             36,005,354.15                  12.52
70.01 - 75.00                                                        143             28,192,724.70                   9.80
75.01 - 80.00                                                        769            133,502,675.01                  46.43
80.01 - 85.00                                                         12              2,369,339.22                   0.82
85.01 - 90.00                                                         77             12,567,807.66                   4.37
90.01 - 95.00                                                         13              1,995,994.34                   0.69
95.01 - 100.00                                                         6                658,059.96                   0.23
100.01 to 103.00                                                       2                 69,939.18                   0.02
             Total..................................               1,590           $287,539,286.77                 100.00%


(1)   As of the Cut-off Date, the weighted average Loan-to-Value Ratio at
      origination of the 30 Year Mortgage Loans is expected to be approximately
      70.94%.

(2)   Approximate (+/-5%).

                          Mortgage Interest Rates(1)(2)



                                                                              Aggregate Stated       % of 30 Year Cut-off
                                                       Number of 30 Year   Principal Balance as of   Date Pool Principal
Mortgage Interest Rates (2)                             Mortgage Loans          Cut-off Date               Balance
- ----------------------------------------------------   -----------------   -----------------------   --------------------
                                                                                            
5.251 - 5.500                                                          4               $905,201.20                   0.31%
5.501 - 5.750                                                         15              3,134,246.24                   1.09
5.751 - 6.000                                                        110             20,418,497.51                   7.10
6.001 - 6.250                                                        249             45,206,863.55                  15.72
6.251 - 6.500                                                        489             87,696,625.63                  30.50
6.501 - 6.750                                                        436             72,804,100.91                  25.32
6.751 - 7.000                                                        189             36,864,111.96                  12.82
7.001 - 7.250                                                         64             10,955,640.87                   3.81
7.251 - 7.500                                                         18              4,504,370.90                   1.57
7.501 - 7.750                                                         16              5,049,628.00                   1.76
             Total..................................               1,590           $287,539,286.77                 100.00%


(1)   As of the Cut-off Date, the weighted average mortgage interest rate of the
      30 Year Mortgage Loans is expected to be approximately 6.548% per annum.

(2)   Approximate (+/-5%).

                    Number of Months Since Origination(1)(2)



                                                                              Aggregate Stated       % of 30 Year Cut-off
                                                       Number of 30 Year   Principal Balance as of   Date Pool Principal
Months Since Origination (2)                            Mortgage Loans          Cut-off Date               Balance
- ----------------------------------------------------   -----------------   -----------------------   --------------------
                                                                                            
1 - 2                                                              1,536           $274,189,494.00                  95.36%
3 - 4                                                                 33              7,177,932.30                   2.50
5 - 6                                                                  8              2,227,126.65                   0.77
9 - 10                                                                 1                167,666.62                   0.06
11 - 12                                                                4              1,810,797.09                   0.63
13 - 14                                                                6              1,658,155.34                   0.58
15 - 16                                                                1                221,706.70                   0.08
19 - 20                                                                1                 86,408.07                   0.03
             Total..................................               1,590           $287,539,286.77                 100.00%


(1)   As of the Cut-off Date, the weighted average number of months since
      origination of the 30 Year Mortgage Loans is expected to be approximately
      1.68 months.

(2)   Approximate (+/-5%).

                              Remaining Terms(1)(2)



                                                                              Aggregate Stated       % of 30 Year Cut-off
                                                       Number of 30 Year   Principal Balance as of   Date Pool Principal
Remaining Terms (2)                                     Mortgage Loans          Cut-off Date               Balance
- ----------------------------------------------------   -----------------   -----------------------   --------------------
                                                                                            
181 - 200                                                              1                $89,660.42                   0.03%
201 - 220                                                              5                610,241.19                   0.21
221 - 240                                                             53              6,689,405.57                   2.33
241 - 260                                                              1                 54,095.00                   0.02
261 - 280                                                              8                678,433.01                   0.24
281 - 300                                                             18              1,970,066.27                   0.69
301 - 320                                                              3                646,147.79                   0.22
321 - 340                                                              6                898,600.73                   0.31
341 - 360                                                          1,495            275,902,636.79                  95.95
             Total..................................               1,590           $287,539,286.77                 100.00%


(1)   As of the Cut-off Date, the weighted average remaining term to stated
      maturity of the 30 Year Mortgage Loans is expected to be approximately 355
      months.

(2)   Approximate (+/-5%).

                        Credit Scores of Mortgagors(1)(2)



                                                                              Aggregate Stated       % of 30 Year Cut-off
                                                       Number of 30 Year   Principal Balance as of   Date Pool Principal
Credit Scores(2)                                        Mortgage Loans          Cut-off Date               Balance
- ----------------------------------------------------   -----------------   -----------------------   --------------------
                                                                                            
801 - 850                                                             89            $12,377,715.16                   4.30%
751 - 800                                                            541             91,784,367.35                  31.92
701 - 750                                                            529            102,626,895.25                  35.69
651 - 700                                                            368             68,764,660.61                  23.91
601 - 650                                                             53              8,873,908.54                   3.09
Not Scored                                                            10              3,111,739.86                   1.08
             Total..................................               1,590           $287,539,286.77                 100.00%


(1)   The scores shown are Bureau Credit Scores from Experian (FICO), Equifax
      (Beacon) and TransUnion (Empirica).

(2)   Approximate (+/-5%).