FINANCIAL ASSET SECURITIES CORP, 424B5, 1997-10-06

FINANCIAL ASSET SECURITIES CORP
424B5, 1997-10-06
ASSET-BACKED SECURITIES

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PROSPECTUS SUPPLEMENT RULE 424(B)(5)
(To Prospectus dated September 9, 1997) File # 333-29381

(LOGO)
NEW CENTURY MORTGAGE CORPORATION
NEW CENTURY HOME EQUITY LOAN TRUST, SERIES 1997-NC5
$165,000,000
Asset Backed Pass-Through Certificates
$44,000,000 Class A-1 Variable Pass-Through Rate*
$25,000,000 Class A-2 6.47% Pass-Through Rate
$21,000,000 Class A-3 6.51% Pass-Through Rate
$22,500,000 Class A-4 6.78% Pass-Through Rate*
$18,675,000 Class A-5 7.13% Pass-Through Rate*
$16,500,000 Class A-6 6.70% Pass-Through Rate*
Notional Balance Class A-7IO 0.65% Pass-Through Rate
$ 6,187,000 Class M-1 7.00% Pass-Through Rate*
$ 5,363,000 Class M-2 7.24% Pass-Through Rate*
$ 5,775,000 Class B 7.59% Pass-Through Rate*

/*/Subject to adjustment, as described herein.

Distributions payable on the 25th day of each month,
commencing in October 1997

FINANCIAL ASSET SECURITIES CORP.
Depositor
NEW CENTURY MORTGAGE CORPORATION
Seller and Master Servicer
--------------------------

The New Century Home Equity Loan Trust, Series 1997-NC5, Asset Backed
Pass-Through Certificates will consist of (i) the Class A-1 Certificates,
Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class
A-5 Certificates, Class A-6 Certificates and Class A-7IO Certificates
(collectively, the "Senior Certificates"), (ii) the Class M-1 Certificates
and the Class M-2 Certificates (collectively, the "Mezzanine Certificates"),
(iii) the Class B Certificates (the "Subordinate Certificates" and, together
with the Senior Certificates and the Mezzanine Certificates, the "Offered
Certificates") and (iv) the Class R Certificates (the "Residual
Certificates"). The Offered Certificates and the Residual Certificates are
collectively referred to herein as the "Certificates." Only the Offered
Certificates are offered hereby.

FOR A DISCUSSION OF CERTAIN RISKS ASSOCIATED WITH AN INVESTMENT IN THE
OFFERED CERTIFICATES, SEE THE INFORMATION UNDER "RISK FACTORS" BEGINNING ON
PAGE S-10 HEREIN AND IN THE PROSPECTUS BEGINNING ON PAGE 11.

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

THE CERTIFICATES DO NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
DEPOSITOR, THE SELLER, THE MASTER SERVICER, THE SUBSERVICER, THE TRUSTEE OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL ENTITY, THE
DEPOSITOR, THE SELLER, THE MASTER SERVICER, THE SUBSERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES OR ANY OTHER PERSON. DISTRIBUTIONS ON THE
CERTIFICATES WILL BE PAYABLE SOLELY FROM THE ASSETS TRANSFERRED TO THE TRUST
FUND FOR THE BENEFIT OF THE CERTIFICATEHOLDERS.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT
OR THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED
THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL.

GREENWICH CAPITAL
MARKETS, INC.
September 19, 1997

THE YIELDS TO MATURITY OF THE OFFERED CERTIFICATES MAY VARY FROM THE
ANTICIPATED YIELDS TO THE EXTENT ANY SUCH OFFERED CERTIFICATES ARE PURCHASED
AT A DISCOUNT OR PREMIUM AND TO THE EXTENT THE RATE AND TIMING OF PAYMENTS
THEREON DIFFER FROM THOSE ASSUMED IN CALCULATING ANTICIPATED YIELDS. THE
YIELD TO INVESTORS ON THE CLASS A-1 CERTIFICATES WILL ALSO VARY DEPENDING
UPON, AMONG OTHER THINGS, THE LEVEL OF THE LONDON INTERBANK OFFERED RATE FOR
ONE-MONTH UNITED STATES DOLLAR DEPOSITS ("ONE-MONTH LIBOR").
CERTIFICATEHOLDERS SHOULD CONSIDER, IN THE CASE OF THE OFFERED CERTIFICATES
PURCHASED AT A DISCOUNT, THE RISK THAT A LOWER THAN ANTICIPATED RATE OF
PRINCIPAL PAYMENTS COULD RESULT IN AN ACTUAL YIELD THAT IS LOWER THAN THE
ANTICIPATED YIELD AND, IN THE CASE OF THE CLASS A-7IO CERTIFICATES AND ANY
OTHER CLASSES OF OFFERED CERTIFICATES PURCHASED AT A PREMIUM, THE RISK THAT A
FASTER THAN ANTICIPATED RATE OF PRINCIPAL PAYMENTS COULD RESULT IN AN ACTUAL
YIELD THAT IS LOWER THAN THE ANTICIPATED YIELD. SEE "RISK FACTORS--YIELD,
PREPAYMENT AND MATURITY CONSIDERATIONS" HEREIN.

The Certificates will represent in the aggregate the entire beneficial
ownership interest in a trust fund (the "Trust Fund") to be created pursuant
to a Pooling and Servicing Agreement, dated as of September 1, 1997 (the
"Pooling and Servicing Agreement"), among the Depositor, New Century Mortgage
Corporation ("New Century"), as seller and master servicer (in such
capacities, the "Seller" and the "Master Servicer," respectively), and First
Trust National Association, as trustee (the "Trustee"). The Trust Fund will
consist primarily of a group of 15-year, 20 year and 30-year fixed-rate
mortgage loans (the "MortgageLoans") secured by first and secondliens on one-
to four-family residential properties. Distributions on each class of
Offered Certificates (each, a "Class") will be made primarily from
collections on the Mortgage Loans. As of the close of business on September
1, 1997, the Trust Fund consisted of Mortgage Loans (collectively, the
"Initial Mortgage Loans") having aggregate principal balances of
approximately $124,902,035 after application of scheduled payments due on or
before the Cut-Off Date, whether or not received. On or prior to November 1,
1997, additional mortgage loans (the "Subsequent Mortgage Loans") in an
amount not to exceed approximately $40,097,965 in aggregate Cut-Off Date Loan
Balance may be purchased by the Trust Fund with amounts on deposit in an
account (the "Pre-Funding Account") to be established for such purpose on or
about September 29, 1997, which is the date the Initial Mortgage Loans are
expected to be conveyed to the Trust Fund and the Certificates are expected
to be issued (the "Closing Date").

The Offered Certificates will be purchased by Greenwich Capital Markets,
Inc. (the "Underwriter") from the Depositor and will be offered by the
Underwriter from time to time in negotiated transactions or otherwise at
varying prices to be determined at the time of sale. Proceeds to the
Depositor from the sale of the Offered Certificates are expected to be
approximately $167,869,488 plus accrued interest, before deducting expenses
payable by the Depositor.

The aggregate original principal balance of each Class of Offered
Certificates (each such balance, an "Original Certificate Principal Balance"
and, as such balance is reduced from time to time, the "Certificate Principal
Balance") is set forth above. The Class A-7IO Certificates have no principal
balance and accrue interest on their notional balance (the "Certificate
Notional Balance") equal to the aggregate Loan Balance of the Mortgage Loans
then outstanding. The initial Certificate Notional Balance of the Class A-
7IO Certificates will be equal to the Initial Cut-Off Date Pool Balance (as
defined herein). Thereafter, the Certificate Notional Balance of the Class
A-7IO Certificates will increase to the extent of the aggregate of the Cut-
Off Date Loan Balances (as defined herein) of any Subsequent Mortgage Loans
before declining as described herein. The Senior Certificates, the Mezzanine
Certificates and the Subordinate Certificates evidence senior, mezzanine and
subordinate beneficial ownership interests, respectively, in the Trust Fund.
Distributions to holders of the Offered Certificates will be made on the 25th
day of each month or, if such 25th day is not a Business Day, on the first
Business Day thereafter (each, a "Distribution Date"), commencing in October
1997.

Under the limited circumstances described herein, the Majority Residual
Interestholders (as defined herein) have the option (but not the obligation)
to purchase the Mortgage Loans, and the Master Servicer has the option (but
not the obligation) to purchase the Mortgage Loans. Such purchase would
result in an early retirement of the Offered Certificates.

The interests of the owners of the Offered Certificates will initially
be represented by book-entries on the records of The Depository Trust Company
(the "Depository"). No person acquiring a beneficial interest in such a
Certificate will be entitled to receive a physical certificate representing
such Certificate, except in the limited circumstances described herein. See
"Description of the Certificates--Book-Entry Certificates" herein.

Except for certain representations and warranties relating to the
Mortgage Loans, New Century's obligations with respect to the Certificates
are limited to its contractual servicing obligations. The Offered
Certificates evidence interests in the Trust Fund only and are payable solely
from amounts received with respect thereto. The Offered Certificates do not
constitute an obligation of or an interest in the Depositor, the Seller, the
Trustee, the Master Servicer or the Subservicer, or any of their respective
affiliates, and will not be insured or guaranteed by any governmental agency.
An election will be made to treat the Trust Fund as a real estate mortgage
investment conduit (the "REMIC") for federal income tax purposes.

Greenwich Capital Markets, Inc. (the "Underwriter") intends to make a
secondary market in the Offered Certificates but has no obligation to do so.
There is currently no secondary market for the Offered Certificates and there
can be no assurance that such a market will develop or, if it does develop,
that it will continue.
---------------------

The Offered Certificates are offered by the Underwriter, subject to
prior sale, when, as and if delivered to and accepted by the Underwriter, and
subject to approval of certain legal matters by counsel. It is expected that
delivery of the Offered Certificates will be made in book-entry form only
through the facilities of The Depository Trust Company on or about the
Closing Date.
----------------------

This Prospectus Supplement does not contain complete information about
the offering of the Offered Certificates. Additional information is contained
in the Prospectus dated September 9, 1997 (the "Prospectus") which
accompanies this Prospectus Supplement and purchasers are urged to read both
this Prospectus Supplement and the Prospectus in full. Sales of the Offered
Certificates may not be consummated unless the purchaser has received both
this Prospectus Supplement and the Prospectus.

UNTIL NINETY DAYS AFTER THE DATE OF THIS PROSPECTUS SUPPLEMENT, ALL
DEALERS EFFECTING TRANSACTIONS IN THE OFFERED CERTIFICATES, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS
SUPPLEMENT AND THE PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF
DEALERS TO DELIVER A PROSPECTUS SUPPLEMENT AND THE PROSPECTUS WHEN ACTING AS
UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

To the extent statements contained herein do not relate to historical or
current information, this Prospectus Supplement may be deemed to consist of
forward looking statements that involve risks and uncertainties that may
adversely affect the distributions to be made on, or the yields of, the
Offered Certificates, which risks and uncertainties are discussed under "Risk
Factors" and "Prepayment and Yield Considerations." As a consequence, no
assurance can be given as to the actual amounts and timing of distributions
on, or the yield of, any Class of Offered Certificates.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

There are incorporated herein by reference all documents filed by the
Depositor with the Securities and Exchange Commission (the "Commission")
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, as amended, on or subsequent to the date of this Prospectus
Supplement and prior to the termination of the offering of the Offered
Certificates. The Depositor will provide without charge to each person to
whom this Prospectus Supplement and Prospectus are delivered, on request of
such person, a copy of any or all of the documents incorporated herein by
reference other than the exhibits to such documents (unless such exhibits are
specifically incorporated by reference in such documents). Requests should
be made in writing to Mr. Peter McMullin, Vice President, Financial Asset
Securities Corp., at 600 Steamboat Road, Greenwich, Connecticut 06830.

SUMMARY OF TERMS

This Summary of Terms is qualified in its entirety by reference to the
detailed information appearing elsewhere in this Prospectus Supplement and in
the accompanying Prospectus. Certain capitalized terms used in this Summary
of Terms are defined elsewhere in this Prospectus Supplement or in the
Prospectus.

Title of Certificates New Century Home Equity Loan Trust, Series
1997-NC5, Asset Backed Pass-Through
Certificates, consisting of (i) the Class A-1
Certificates, Class A-2 Certificates, Class A-3
Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-6 Certificates and Class
A-7IO Certificates (collectively, the "Senior
Certificates"), (ii) the Class M-1 Certificates
and Class M-2 Certificates (collectively, the
"Mezzanine Certificates"), (iii) the Class B
Certificates (the "Subordinate Certificates"
and, together with the Senior Certificates and
the Mezzanine Certificates, the "Offered
Certificates") and (iv) the Class R
Certificates (the "Residual Certificates"). The
Offered Certificates and the Residual
Certificates are collectively referred to
herein as the "Certificates." Only the Offered
Certificates are offered hereby.

The Depositor Financial Asset Securities Corp. (the
"Depositor"), a Delaware corporation. The
Depositor is an indirect limited purpose
finance subsidiary of National Westminster Bank
Plc and an affiliate of Greenwich Capital
Markets, Inc. ("Greenwich"). See "The
Depositor" in the Prospectus and "Method of
Distribution" herein. None of the Depositor,
National Westminster Bank Plc or any of their
respective affiliates or any other person or
entity will insure or guarantee or otherwise be
obligated with respect to the Certificates.

Master Servicer
and Seller New Century Mortgage Corporation ("New
Century"), a California Corporation, will serve
as the master servicer (in such capacity, the
"Master Servicer"). See "The Pooling and
Servicing Agreement--The Seller and Master
Servicer" herein. The Mortgage Loans were
originated or purchased by New Century (in such
capacity, the "Seller") and subsequently sold
to the Depositor pursuant to a mortgage loan
purchase agreement (the "Mortgage Loan Purchase
Agreement") dated September 1, 1997 between the
Seller and the Depositor.

Subservicer Advanta Mortgage Corp. USA (in such capacity,
the "Subservicer"), a Delaware corporation. See
"Pooling and Servicing Agreement--The
Subservicer" herein.

Trustee First Trust National Association, a national
banking association, not in its individual
capacity but solely as trustee on behalf of the
holders of the Certificates (the "Trustee").

Cut-Off Date With respect to any Initial Mortgage Loan (as
defined herein), the close of business on
September 1, 1997 (the "Initial Cut-Off Date").
With respect to any Subsequent Mortgage Loan,
the close of business on the date identified as
the Cut-Off Date in the Subsequent Transfer
Agreement.

Closing Date On or about September 29, 1997.

Description of Certificates

A. General The Certificates will be issued pursuant to a
Pooling and Servicing Agreement, dated as of
September 1, 1997 (the "Pooling and Servicing
Agreement"), among the Depositor, the Seller,
the Master Servicer and the Trustee.

The holders of the Certificates (the
"Certificateholders") will be entitled to
receive collections on the Mortgage Loans
included in the Trust Fund. The Mortgage Loans
that have been designated for inclusion in the
Trust Fund as of September 1, 1997 are referred
to herein as the "Initial Mortgage Loans" and
those additional Mortgage Loans to be acquired
by the Trust Fund on or before November 1, 1997
are referred to herein as the "Subsequent
Mortgage Loans."

B. Form of Certificates The Offered Certificates will initially be
issued in book-entry form. So long as such
Certificates are Book-Entry Certificates (as
defined herein), such Certificates will be
evidenced by one or more certificates
registered in the name of Cede & Co. ("Cede"),
as nominee of The Depository Trust Company (the
"Depository"). No person acquiring a
beneficial ownership interest in such
Certificates will be entitled to receive a
Definitive Certificate (as defined herein)
representing such person's interest, except in
the event Definitive Certificates are issued
under the limited circumstances described
herein.

C. Distributions Distributions on the Offered Certificates will
be made on the 25th day of each month or, if
such day is not a Business Day, on the first
Business Day thereafter, commencing in October
1997 (each, a "Distribution Date").
Distributions on each Distribution Date will be
made to holders of the Certificates of record
as of the last Business Day of the month
preceding the month of such Distribution Date
(each, a "Record Date"), except that the final
distribution on an Offered Certificate will be
made only upon presentation and surrender of
such Offered Certificate at the office or
agency of the Trustee in St. Paul, Minnesota.
Distributions on the Mortgage Loans will be
applied to the payment of principal and
interest on the Certificates in accordance with
the priorities described below.

1. Interest On each Distribution Date, to the extent funds
are available therefor, the holders of each
Class of Offered Certificates will be entitled
to receive interest in an amount equal to the
sum of (i) interest accrued during the related
Accrual Period (as defined herein) at the
related Pass-Through Rate (as defined herein)
on the Certificate Principal Balance or
Certificate Notional Balance, as the case may
be, of such Class and (ii) any Unpaid Interest
Shortfall Amount (as defined herein) payable to
such Class, except that payment of Unpaid
Interest Shortfall Amounts to the Mezzanine and
Subordinate Certificates will be subordinated
to required principal distributions in respect
of all Classes of Offered Certificates on such
Distribution Date. See "Description of the
Certificates--Allocation of Available Funds"
herein.

2. Principal Amounts distributable in respect of principal
of the Offered Certificates (other than the
Class A-7IO Certificates) will be allocated to
those Classes of such Offered Certificates then
entitled to receive distributions of principal
in the order and priorities described in
"Description of the Certificates--Allocation of
Available Funds" herein. The Class A-7IO
Certificates are notional certificates and
holders thereof are not entitled to receive
distributions of principal. On each Distribu-
tion Date, to the extent funds are available
therefor after distributions of interest on the
Offered Certificates (as described in the
preceding paragraph), those Classes of Offered
Certificates then entitled to receive principal
distributions will generally receive as
principal the sum of (i) an amount (the
"Regular Principal Distribution Amount") equal
to the lesser of (a) the aggregate of the
Certificate Principal Balances of the Offered
Certificates immediately prior to such
Distribution Date and (b) the sum of (x) all
scheduled installments of principal due on the
Mortgage Loans during the related Due Period,
whether or not received, and all unscheduled
collections and recoveries of principal on the
Mortgage Loans, to the extent actually received
during the related Due Period and (y) on the
Distribution Date immediately following the Due
Period in which the end of the Funding Period
(as defined herein) occurs, that portion of the
Pre-Funded Amount not utilized to purchase
Subsequent Mortgage Loans (the "Unutilized
Funding Amount"), if such amount is less than
$100,000 and (ii) to the extent described
herein, an amount necessary to increase the
Overcollateralized Amount (as defined herein)
to the related Overcollateralization Target
Amount (as defined herein). If the Unutilized
Funding Amount equals or exceeds $100,000,
holders of the Offered Certificates will
receive a pro rata distribution of such
Unutilized Funding Amount, as described herein
(rather than a distribution of such amount
pursuant to the order and priorities otherwise
applicable to the Regular Principal
Distribution Amount as described in
"Description of the Certificates--Allocation of
Available Funds").

Pass-Through Rates The Pass-Through Rate for the Class A-1
Certificates for a particular Distribution Date
is equal to the lesser of (a) One-Month LIBOR
on the related LIBOR Determination Date (as
defined herein) plus 0.10% and (b) the Weighted
Average Rate Cap. The Pass-Through Rate on the
Class A-1 Certificates for the first
Distribution Date will be equal to 5.75625%.
The "Weighted Average Rate Cap" is a rate per
annum equal to the weighted average of the
interest rates (the "Mortgage Rates") of the
Mortgage Loans outstanding as of the second
preceding Due Date (or, with respect to the
first Distribution Date, as of the Initial Cut-
Off Date), reduced by the sum of (i) the
Servicing Fee Rate (as defined herein), (ii)
the Trustee fee rate of 0.0125% per annum (the
"Trustee Fee Rate") and (iii) the Pass-Through
Rate on the Class A-7IO Certificates. The
Pass-Through Rate for the Class A-2 and Class
A-3 Certificates will be equal to the rate set
forth on the cover page hereof. The Pass-
Through Rates for the Class A-4, Class A-5,
Class A-6, Class M-1, Class M-2 and Class B
Certificates will be equal to the lesser of (a)
the Weighted Average Rate Cap and (b) the rate
set forth on the cover page hereof (the "Stated
Rate") for such Class of Certificates;
provided, however, that on any Distribution
Date after the Call Option Date (as defined
below), the Stated Rate for each of the Class
A-5, Class A-6, Class M-1, Class M-2 and Class
B Certificates will be increased by 0.50% (50
basis points). The "Call Option Date" is the
first Distribution Date on which the aggregate
Loan Balance (as defined herein) of the
Mortgage Loans is less than or equal to 10% of
the Maximum Collateral Amount (as defined
herein). See "Calculation of One-Month LIBOR"
herein.

Credit Enhancement The credit enhancement provided for the benefit
of the holders of the Offered Certificates
consists solely of (a) any
overcollateralization resulting from allocation
of the internal cash flows of the Trust Fund
and (b) the subordination provided to the
Offered Certificates by any Class or Classes of
Certificates that are subordinate thereto.

Overcollateralization. The Pooling and
Servicing Agreement provides for limited
acceleration of principal distributions on the
Offered Certificates relative to the
amortization of the Mortgage Loans. This
acceleration of principal distributions is
achieved by the application of certain excess
cashflow as a payment of principal of the
Offered Certificates (other than the Class A-
7IO Certificates), thereby creating
overcollateralization to the extent the
aggregate Loan Balances (as defined herein) of
the Mortgage Loans and the Pre-Funded Amount
exceeds the aggregate Certificate Principal
Balance of the Offered Certificates. Once the
required level of overcollateralization is
reached, and subject to the provisions
described in the next paragraph, further
application of such acceleration feature will
cease, unless necessary to maintain the
required level of overcollateralization.

As described herein, subject to certain trigger
tests, the required levels of
overcollateralization may increase or decrease.
An increase would result in a temporary period
of accelerated amortization of the Offered
Certificates relative to the Mortgage Loans in
the Trust Fund to increase the actual level of
overcollateralization to its required level; a
decrease would result in a temporary period of
decelerated amortization to reduce the actual
level of overcollateralization to its required
level.

Subordination. The Mezzanine and Subordinate
Certificates are subordinate in right of
certain payments to the Senior Certificates.
The Class M-2 Certificates are subordinate in
right of certain payments to the Class M-1
Certificates. The Subordinate Certificates are
subordinate in right of certain payments to the
Mezzanine Certificates. Generally, on any date
on which no overcollateralization exists, all
Realized Losses on the Mortgage Loans will be
borne by the most subordinate Class of Offered
Certificates before being borne by a Class
senior thereto.

The Mortgage Loans The Initial Mortgage Loans will be conveyed to
the Trust Fund by the Depositor on or about
September 29, 1997 (the "Closing Date"). The
aggregate Loan Balances of the Mortgage Loans
as of the close of business on the Initial Cut-
Off Date (the "Initial Cut-Off Date Pool
Balance") was approximately $124,902,035 after
application of scheduled payments due on or
before the Initial Cut-Off Date, whether or not
received.

The Initial Mortgage Loans consist of 1,461
Mortgage Loans relating to Mortgaged Properties
located in 34 states. Subsequent Mortgage
Loans in an amount not to exceed approximately
$40,097,965 in aggregate Cut-Off Date Loan
Balance may, subject to availability, also be
included in the Trust Fund on or before
November 1, 1997.

Each Mortgage Loan is evidenced by a promissory
note (a "Mortgage Note") and secured by a
mortgage, deed of trust or other similar
security instrument creating a first or second
lien on the related Mortgaged Property.

Each Mortgage Note provides for the
amortization of the amount financed under such
Mortgage Loan over a series of substantially
equal monthly payments, except for Balloon
Mortgage Loans, for which the monthly payments
are based on an amortization schedule that
would extend beyond the stated maturity date
and which provide for a payment at maturity
that is substantially larger than any scheduled
payment.

All weighted averages specified herein are
weighted based on the Cut-Off Date Loan
Balances of the Initial Mortgage Loans. All
Mortgage Loan statistics set forth herein are
based on principal balances, interest rates,
terms to maturity, mortgage loan counts and
similar statistics as of the Initial Cut-Off
Date, unless indicated to the contrary herein.
References to percentages of the Mortgage Loans
mean percentages of the Initial Cut-Off Date
Pool Balance.

The statistical information presented in this
Prospectus Supplement is based solely on the
Initial Mortgage Loans and does not take into
account any Subsequent Mortgage Loans that may
be added to Trust Fund during the Funding
Period through application of amounts on
deposit in the Pre-Funding Account. As a
result of the foregoing, the statistical
information presented herein regarding the
Mortgage Loans may vary in certain respects
from comparable information after giving effect
to the acquisition of any Subsequent Mortgage
Loans. See "The Trust Fund."

The Initial Mortgage Loans bear interest at
fixed rates (the "Mortgage Rates") which range
from approximately 6.8% to 16.5% per annum.
The weighted average Mortgage Rate of the
Initial Mortgage Loans was approximately 9.52%
per annum. The Cut-Off Date Loan Balances of
the Initial Mortgage Loans ranged from
approximately $9,962 to $850,000. The average
Cut-Off Date Loan Balance of the Initial
Mortgage Loans was approximately $85,491. The
weighted average original term to stated
maturity of the Initial Mortgage Loans was
approximately 325 months. The weighted average
remaining term to stated maturity of the
Initial Mortgage Loans was approximately 323
months. As of the Initial Cut-Off Date, the
weighted average number of months that had
elapsed since origination of the Initial
Mortgage Loans was approximately 1 month.

Initial Mortgage Loans representing
approximately 94.51% of the Initial Cut-Off
Date Pool Balance are secured by mortgages
which are first liens. The remainder of the
Initial Mortgage Loans are second in lien
priority (together with any Subsequent Mortgage
Loan that is second in lien priority, the
"Second Mortgage Loans") to mortgage loans that
are secured by senior liens of the related
Mortgage Properties (any such senior lien, a
"First Lien"). Except with respect to one
Initial Mortgage Loan representing 0.02% of the
Initial Cut-Off Date Pool Balance, the First
Liens relating to such Second Mortgage Loans
will not be included in the Trust Fund.

The lowest and highest Combined Loan-to-Value
Ratios, at origination, of the Initial Mortgage
Loans were approximately 6.67% and 90.00%
respectively. The weighted average Combined
Loan-to-Value Ratio of the Initial Mortgage
Loans at origination was approximately 68.83%.
"Combined Loan-to-Value Ratio" means, with
respect to any Mortgage Loan, the fraction,
expressed as a percentage, the numerator of
which is the principal balance of such Mortgage
Loan at origination plus, in the case of a
Second Mortgage Loan, the outstanding principal
balance of the related First Lien on the date
of origination of such Mortgage Loan, and the
denominator of which is the appraised value of
the related Mortgaged Property at the time of
origination of such Mortgage Loan or, in the
case of a purchase money Mortgage Loan, the
lesser of the purchase price or the appraised
value. See "The Trust Fund."

Initial Mortgage Loans representing
approximately 0.84% of the Initial Cut-Off Date
Pool Balance require monthly payments of
principal that have been determined based on
amortization schedules significantly longer
than the respective original terms of such
Mortgage Loans (each, a "Balloon Mortgage
Loan"), leaving a substantial portion of the
original principal amount due and payable as a
significantly larger single payment on the
maturity date (each such payment, together with
accrued interest on the related Balloon
Mortgage Loan, "Balloon Payment"). Each
Mortgage Loan that is not a Balloon Mortgage
Loan provides for a schedule of equal monthly
payments which are sufficient to amortize fully
the principal balance of such Mortgage Loans
over its original term. See "Risk Factors-
Balloon Mortgage Loans."

The Mortgage Loans are not insured or
guaranteed by any governmental entity, private
mortgage insurer or by any other person or
entity. See "The Trust Fund."

Pre-Funding Account On the Closing Date, approximately $40,097,965
(the "Pre-Funded Amount") will be deposited in
an account (the "Pre-Funding Account") that
will be in the name of and maintained by the
Trustee as part of the Trust Fund for the
benefit of the holders of the Offered
Certificates and will be used to acquire
Subsequent Mortgage Loans. See "The Trust
Fund" herein. The Pre-Funding Account will not
be an asset of the REMIC. Any investment
earnings on amounts in the Pre-Funding Account
will be taxable to the Seller. During the
period beginning on the Closing Date and
generally terminating on the earlier to occur
of (i) the date on which the amount on deposit
in the Pre-Funding Account (exclusive of any
investment earnings) is less than $100,000 and
(ii) November 1, 1997 (the "Funding Period"),
the Pre-Funded Amount will be maintained in the
Pre-Funding Account. The Pre-Funded Amount
will be reduced during the Funding Period by
the amount thereof used to purchase Subsequent
Mortgage Loans in accordance with the Pooling
and Servicing Agreement. Any Unutilized
Funding Amount will be distributed to holders
of the Classes of Offered Certificates on the
related Distribution Date in reduction of the
related Certificate Principal Balances, thus
resulting in an unscheduled distribution of
principal in respect of such Classes of Offered
Certificates on such date. The allocation of
such distribution to the various Classes of
Offered Certificates will depend on the size of
the Unutilized Funding Amount. If the
Unutilized Funding Amount equals or exceeds
$100,000, holders of the Offered Certificates
will be entitled to a pro rata distribution of
such Unutilized Funding Amount, on the basis of
the respective Original Certificate Principal
Balances of such classes, as described herein.
If the Unutilized Funding Amount is less than
$100,000, it will be distributed pursuant to
the allocation of the Regular Principal
Distribution Amount for the related
Distribution Date, as described in "Description
of the Certificates--Allocation of Available
Funds."

Capitalized Interest
Account On the Closing Date, the Seller will deposit
into an account (the "Capitalized Interest
Account"), to be maintained with and in the
name of the Trustee on behalf of the Trust
Fund, a portion of the proceeds of the sale of
the Offered Certificates. The amount deposited
therein will be used by the Trustee on the
Distribution Dates in October and November 1997
to cover shortfalls in interest on the Offered
Certificates that may arise as a result of the
utilization of the Pre-Funding Account for the
purchase by the Trust Fund of Subsequent
Mortgage Loans after the Closing Date. Any
amounts remaining in the Capitalized Interest
Account at the end of the Funding Period are
required to be paid directly to the Seller.
The Capitalized Interest Account will not be an
asset of the REMIC. Any investment earnings on
amounts in the Capitalized Interest Account
will be taxable to the Seller.

Underwriting Standards . The Seller's underwriting standards are
primarily intended to assess the value of the
Mortgaged Property and to evaluate the adequacy
of such property as collateral for the mortgage
loans. In addition to the value of the
Mortgaged Property, the Seller also considers,
among other things, a Mortgagor's credit
history, repayment ability and debt service-to-
income ratio. The Mortgage Loans may
experience higher rates of delinquencies and
foreclosures than mortgage loans underwritten
in a more traditional manner. See "New
Century's Portfolio of Mortgage Loans--
Underwriting Guidelines of New Century" herein.

Servicing New Century will act as the Master Servicer
under the Pooling and Servicing Agreement. The
Master Servicer will be responsible for
providing for the servicing of the Mortgage
Loans and will receive from interest collected
on the Mortgage Loans a monthly servicing fee
on each Mortgage Loan equal to the Loan Balance
thereof multiplied by one-twelfth of the
Servicing Fee Rate (such product, the
"Servicing Fee"). Pursuant to a subservicing
agreement (the "Subservicing Agreement")
between the Master Servicer and Advanta
Mortgage Corp. USA (the "Subservicer") dated as
of September 1, the Subservicer will service
all of the Mortgage Loans. The terms and
conditions of the Subservicing Agreement are
consistent with and do not violate the terms of
the Pooling and Servicing Agreement. The
Subservicing Agreement does not relieve the
Master Servicer from any of its obligations to
service the Mortgage Loans in accordance with
the terms and conditions of the Pooling and
Servicing Agreement. See "The Pooling and
Servicing Agreement" herein.

The Master Servicer will be obligated to make
advances ("Delinquency Advances") with respect
to delinquent payments of principal and
interest on any Mortgage Loan to the extent
described herein. The Trustee will be obligated
to make any such Delinquency Advances if the
Master Servicer fails in its obligation to do
so, to the extent provided in the Pooling and
Servicing Agreement. See "The Pooling and
Servicing Agreement--Advances" herein.

Payments to Cover
Prepayment Interest
Shortfalls The Master Servicer will be required to fund in
respect of each Distribution Date, without any
right of reimbursement, an amount equal to the
lesser of (a) the aggregate, for each Mortgage
Loan, of the excess, if any, of a full month's
interest on the amount of each Principal
Prepayment at a rate per annum equal to the
related interest rate (the "Mortgage Rate")
applicable to such Mortgage Loan (or such lower
rate as may be in effect for a Mortgage Loan
because of application of the Civil Relief Act)
minus the Servicing Fee Rate (the "Net Mortgage
Rate") over the amount of interest actually
paid by or on behalf of the Mortgagor in
connection with such Principal Prepayment
during the related Due Period less the
Servicing Fee for the related Mortgage Loan for
such month (a "Prepayment Interest Shortfall")
and (b) the aggregate Servicing Fee received by
the Master Servicer in the related Due Period.
See "The Pooling and Servicing Agreement--
Adjustment to Servicing Fee in Connection with
Certain Prepaid Mortgage Loans" herein.

Optional Termination On any Distribution Date on which the aggregate
Loan Balances of the Mortgage Loans is less
than or equal to 10% of the Maximum Collateral
Amount (as defined herein), the holders of the
majority interest in the Residual Certificates
(the "Majority Residual Interestholders") will
have the option (but not the obligation) to
purchase, as a whole, the Mortgage Loans and
the REO Property, if any, and thereby effect
the early retirement of all Certificates. In
addition, on any Distribution Date on which the
aggregate Loan Balances of the Mortgage Loans
is less than or equal to 5% of the Maximum
Collateral Amount, the Master Servicer will
have a similar option with respect to the
Mortgage Loans and REO Properties in the Trust
Fund. See "Description of the Certificates--
Optional Termination" herein.

Certain Federal Income Tax
Considerations An election will be made to treat the Trust
Fund (other than the Pre-Funding Account and
the Capitalized Interest Account) as a "real
estate mortgage investment conduit" ("REMIC")
for federal income tax purposes. The Offered
Certificates will constitute "regular
interests" in the REMIC and the Residual
Certificates will constitute the sole class of
"residual interests" in the REMIC. See
"Certain Material Federal Income Tax
Consequences" herein and "Certain Material
Federal Income Tax Consequences" in the
Prospectus.

ERISA Considerations The acquisition of an Offered Certificate by an
employee benefit plan subject to the Employee
Retirement Income Security Act of 1974, as
amended ("ERISA"), or a plan or arrangement
subject to Section 4975 of the Code (as defined
herein) (each of the foregoing, a "Plan")
could, in some instances, result in a
"prohibited transaction" or other violation of
the fiduciary responsibility provisions of
ERISA and Code Section 4975.

Subject to the considerations and conditions
described under "ERISA Considerations" herein,
it is expected that the Senior Certificates may
be purchased by a Plan.

Any Plan fiduciary considering whether to
purchase any Offered Certificates on behalf of
a Plan should consult with its counsel
regarding the applicability of the provisions
of ERISA and the Code. See "ERISA
Considerations" herein and in the Prospectus.

Legal Investment The Offered Certificates will not constitute
"mortgage related securities" for purposes of
SMMEA. The appropriate characterization of the
Offered Certificates under various legal
investment restrictions, and thus the ability
of investors subject to these restrictions to
purchase Offered Certificates, may be subject
to significant interpretive uncertainties. All
investors whose investment authority is subject
to legal restrictions should consult their own
legal advisors to determine whether, and to
what extent, the Offered Certificates will
constitute legal investments for them. See
"Legal Investment" in the Prospectus.

Ratings It is a condition to the issuance of the
Offered Certificates that (i) the Senior
Certificates, other than the Class A-7IO
Certificates, be rated "AAA" by Standard &
Poor's, a division of The McGraw-Hill Companies
("S&P") and Fitch Investors Service, L.P.
("Fitch" and, together with S&P, the "Rating
Agencies") and the Class A-7IO Certificates be
rated "AAAr" by S&P and "AAA" by Fitch, (ii)
the Class M-1 Certificates be rated "AA" by
each of the Rating Agencies, (iii) the Class M-
2 Certificates be rated "A" by each of the
Rating Agencies, and (iv) the Class B
Certificates be rated "BBB" by Fitch and "BBB-"
by S&P. No rating addresses whether Subsequent
Mortgage Loans will be purchased by the Trust
Fund, the amount of any such Mortgage Loans to
be so purchased, or the impact any such
purchase might have on the yields of the
Offered Certificates. The security ratings of
the Offered Certificates should be evaluated
independently from similar ratings on other
types of securities. A security rating is not a
recommendation to buy, sell or hold securities
and may be subject to revision or withdrawal at
any time by the Rating Agencies. See "Ratings"
herein.

RISK FACTORS

Investors should consider, among other things, the following factors in
connection with the purchase of the Offered Certificates.

UNDERWRITING STANDARDS, LIMITED OPERATING HISTORY AND POTENTIAL DELINQUENCIES

The Seller's underwriting standards are intended primarily to assess the
value of the mortgaged property underlying the related Mortgage Loan (the
"Mortgaged Property") and to evaluate the adequacy of such Mortgaged Property
as collateral for the Mortgage Loan. The Seller provides loans primarily to
borrowers who do not qualify for mortgage loans conforming to FNMA and FHLMC
guidelines but who generally have substantial equity in their property. While
the Seller's primary consideration in underwriting a Mortgage Loan is the
value of the related Mortgaged Property, the Seller also considers, among
other things, a Mortgagor's credit history, repayment ability and debt
service-to-income ratio, as well as the type and use of the of the Mortgaged
Property. The Seller's underwriting standards do not prohibit a Mortgagor
from obtaining secondary financing at the time of the Seller's origination of
a first lien priority Mortgage Loan. Such secondary financing would reduce
the equity the Mortgagor would otherwise have in the related Mortgaged
Property as indicated in the Seller's Loan-to-Value Ratio determination.

As a result of the Seller's underwriting standards, the Mortgage Loans
are likely to experience rates of delinquency, foreclosure and bankruptcy
that are higher, and that may be substantially higher, than those experienced
by mortgage loans underwritten pursuant to the FNMA and FHLMC guidelines.

Furthermore, since the underwriting standards emphasize the property
value, changes in the values of Mortgaged Properties may have a greater
effect on the loss experience of the Mortgage Loans than on loans originated
in a more traditional manner. No assurance can be given that the values of
the Mortgaged Properties have remained or will remain at the levels which
existed on the dates of origination of the related Mortgage Loans.

The Seller commenced receiving applications for mortgage loans under its
regular lending program in February 1996. Accordingly, the Seller does not
have representative historical delinquency, bankruptcy, foreclosure or
default experience that may be referred to for purposes of estimating the
future delinquency and loss experience of the Mortgage Loans.

YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS

Yield Generally. The yields to maturity of the Offered Certificates may
vary from the anticipated yields to the extent such Offered Certificates are
purchased at a discount or premium and to the extent the rate and timing of
payments thereon differ from those assumed in calculating the anticipated
yield. Certificateholders should consider, in the case of the Offered
Certificates purchased at a discount, the risk that a slower than anticipated
rate of principal payments could result in an actual yield that is lower than
the anticipated yield and, in the case of the Class A-7IO Certificates and
any other Class of Offered Certificates purchased at a premium, the risk that
a faster than anticipated rate of principal payments could result in an
actual yield that is lower than the anticipated yield. In addition, the
timing of changes in the rate of Principal Prepayments (as defined herein) on
the Mortgage Loans may significantly affect an investor's actual yield to
maturity, even if the average rate of Principal Prepayments is consistent
with such investor's expectation. In general, the earlier a Principal
Prepayment on a Mortgage Loan occurs, the greater the effect of such
Principal Prepayment on an investor's yield to maturity. The effect on an
investor's yield of Principal Prepayments occurring faster (or slower) than
the rate anticipated by the investor during the period immediately following
the issuance of the Offered Certificates may not be fully offset by a
subsequent decrease (or increase) in the rate of Principal Prepayments of a
like amount.

Because amounts distributable to the holders of the Class A-7IO
Certificates consist entirely of interest, the yield to maturity of the Class
A-7IO Certificates will be extremely sensitive to the repurchase, prepayment
and default experience of the Mortgage Loans and prospective investors should
fully consider the associated risks, including the risk that such investors
may not fully recover their initial investment. No assurances can be given
as to whether Subsequent Mortgage Loans will be deposited in the Trust Fund
during the Funding Period. In addition, investors in the Class A-7IO
Certificates should be aware that on any Distribution Date on which the
aggregate Loan Balance of the Mortgage Loans is less than or equal to 10% of
the Maximum Collateral Amount, the Majority Residual Interestholders will
have the option (but not the obligation) to purchase, as a whole, the
Mortgage Loans and the REO Property, if any, and thereby effect the early
retirement of all Certificates. In addition, on any Distribution Date on
which the aggregate Loan Balance of the Mortgage Loans is less than or equal
to 5% of the Maximum Collateral Amount, the Master Servicer will have a
similar option with respect to the Mortgage Loans in the Trust Fund.

The Pass-Through Rate on each of the Class A-4, Class A-5, Class A-6,
Class M-1, Class M-2 and Class B Certificates is limited to the lesser of the
Weighted Average Rate Cap and the Stated Rate for such Class of Certificates.
As of the Initial Cut-Off Date, the weighted average Mortgage Rate was
approximately 9.52%. The weighted average Mortgage Rate will decline if
Mortgage Loans with higher Mortgage Rates are prepaid faster than Mortgage
Loans with lower Mortgage Rates. If these differing rates of prepayments are
substantial enough to cause the Weighted Average Rate Cap to fall below the
Stated Rate of the Class A-4, Class A-5, Class A-6, Class M-1, Class M-2 or
Class B Certificates, the yield on that Class of Certificates will be
reduced. Such Certificateholders thereof will not be entitled to interest in
excess of the Weighted Average Rate Cap on any given Distribution Date, nor
will those Certificates be able to receive the difference between its Stated
Rate and the Weighted Average Rate Cap on any future Distribution Date.

Prepayment Considerations and Risks. The rates of principal
distributions on the Offered Certificates, the aggregate amounts of
distributions thereon and the yields to maturity of the Offered Certificates
will be related to, among other things, the rate and timing of payments of
principal on the Mortgage Loans. The rate of principal payments on the
Mortgage Loans will in turn be affected by the amortization schedules of the
Mortgage Loans and by the rate of Principal Prepayments thereon (including
for this purpose, prepayments resulting from (i) refinancing, (ii)
liquidations of the Mortgage Loans due to defaults, casualties and
condemnations and (iii) repurchases by the Seller or the Master Servicer).
In addition, as described herein, Initial Mortgage Loans representing
approximately 0.84% of the Initial Cut-Off Date Pool Balance are Balloon
Mortgage Loans that generally provide for scheduled amortization over 30
years from their respective dates of origination and a single lump-sum
payment at the end of the fifteenth year. Also, the Mortgage Loans may be
prepaid by the mortgagors (each, a "Mortgagor") at any time; however, with
respect to Mortgage Loans representing approximately 0.05%, 1.75%, 5.02%,
3.63%, 0.92% and 73.23% of the Initial Cut-Off Date Pool Balance, a
prepayment charge will generally apply to certain prepayments by Mortgagors
during the first 6 month, one year, two years, three years, four years and
five years after origination, respectively. Such prepayment charge may, in
certain limited circumstances, be waived by the Master Servicer. Any such
prepayment charge will be paid to the holders of the Residual Certificates
(which are not offered hereby). The Mortgage Loans are subject to the "due-
on-sale" provisions included therein (insofar as such provisions are
enforceable under applicable state law). Prepayments, liquidations and
purchases of the Mortgage Loans (including any optional purchase by the
Master Servicer of a defaulted Mortgage Loan or any purchase by the Majority
Residual Certificateholders, or by the Master Servicer, of the remaining
Mortgage Loans and REO Property in connection with the optional termination
of the Trust Fund) will, subject to certain conditions, result in
distributions of principal to holders of the Offered Certificates then
entitled to receive such principal distributions that would otherwise be
distributed over the remaining terms of the Mortgage Loans. In addition, the
overcollateralization provisions of the Trust Fund will result in a limited
acceleration of principal payments to the holders of the Offered
Certificates. Moreover, as described herein, on the Distribution Date
immediately following the Due Period in which the end of the Funding Period
occurs, a principal prepayment will be made to the holders of certain Classes
of Certificates in the amount which represents the excess of the Pre-Funded
Amount over the aggregate Loan Balance of all Subsequent Mortgage Loans
acquired by the Trust Fund subsequent to the Closing Date (i.e., the balance
on deposit in the Pre-Funding Account on such date (net of investment
earnings)). See "Description of the Certificates" herein. Since the rate of
payment of principal on the Mortgage Loans will depend on future events and a
variety of factors, no assurance can be given as to such rate or the rate of
Principal Prepayments.

The weighted average life of a pool of loans is the average amount of
time that will elapse from the date such pool is formed until each dollar of
principal is repaid to the investors in such pool. Because it is expected
that there will be principal prepayments and defaults on the Mortgage Loans,
the actual weighted average life of the Mortgage Loans is expected to vary
substantially from the weighted average remaining term to stated maturity of
the Mortgage Loans as set forth herein under "The Trust Fund--Mortgage Loan
Statistics."

Defaults and Delinquent Payments. The yields to maturity of the Offered
Certificates will be sensitive to defaults and delinquent payments on the
Mortgage Loans. If a purchaser of an Offered Certificate calculates its
anticipated yield based on an assumed rate of default and amount of losses
that is lower than the default rate and amount of losses actually incurred
and not borne by a Class of Certificates subordinate thereto, its actual
yield to maturity will be lower than the yield to maturity so calculated and
could, in the event of substantial losses, be negative. The timing of
Realized Losses that are not borne by a subordinate Class will also affect an
investor's actual yield to maturity even if the rate of defaults and severity
of such losses are consistent with an investor's expectations. In general,
the earlier a loss occurs, the greater is the effect on an investor's yield
to maturity. There can be no assurance as to the delinquency, foreclosure or
loss experience with respect to the Mortgage Loans.

Payment Delay. Under the Pooling and Servicing Agreement, payments of
principal and interest on the Mortgage Loans in respect of any Due Period
generally will not be passed through to the holders of the Offered
Certificates until the Distribution Date in the calendar month in which the
Due Period ends. As a result, the monthly distributions to the holders of
the Offered Certificates (other than the Class A-1 Certificates) generally
will reflect Mortgagor payments during the period from the second day of the
prior calendar month to the first day of the calendar month of such
Distribution Date. Each Distribution Date will be on the 25th day of each
month (or the next succeeding business day), commencing in October 1997.
Thus, the effective yield to the holders of all Offered Certificates (other
than the Class A-1 Certificates) will be below that otherwise produced by the
related Pass-Through Rate and the price paid for such Offered Certificates by
such holders because distributions on such Certificates in respect of any
given month will not be made until on or about the 25th day of the month in
which the related Due Period ends and will not bear interest during such
delay.

EFFECT OF MORTGAGE RATES ON THE PASS-THROUGH RATE FOR THE CLASS A-1
CERTIFICATES

As described herein, the Pass-Through Rate for the Class A-1
Certificates adjusts monthly to equal the lesser of (a) One-Month LIBOR plus
0.10% and (b) Weighted Average Rate Cap. The Mortgage Loans, from which
distributions on the Class A-1 Certificates will be derived, will bear fixed
Mortgage Rates; consequently, the amount of interest that accrues on the
Class A-1 Certificates at the related Pass-Through Rate during any Accrual
Period may be less than the amount that would accrue at One-Month LIBOR plus
0.10%, in which circumstance the value of the Class A-1 Certificates may be
temporarily or permanently reduced.

SUBSEQUENT MORTGAGE LOANS

The ability of the Seller to originate or purchase mortgage loans
subsequent to the date hereof and on or prior to November 1, 1997 that meet
the requirements for transfer to the Trust Fund under the Pooling and
Servicing Agreement will be affected by a variety of factors, including
interest rates, employment levels, the rate of inflation and consumer
perception of economic conditions generally. On the Distribution Date
immediately following the Due Period in which the end of the Funding Period
occurs, a principal prepayment will be made to the holders of certain Classes
of Certificates in the amount which represents the excess of the Pre-Funded
Amount over the Loan Balance of all Subsequent Mortgage Loans acquired by the
Trust Fund subsequent to the Closing Date (i.e., the balance on deposit in
the Pre-Funding Account on such date (net of investment earnings)). The
effect of this payment will be as generally described above under "Yield,
Prepayment and Maturity Considerations." No assurance can be given as to the
magnitude of the portion of the Pre-Funded Amount that will be so
distributed.

BALLOON MORTGAGE LOANS

Initial Mortgage Loans representing approximately 0.84% of the Initial
Cut-Off Date Pool Balance are Balloon Mortgage Loans, which generally have
original terms of 15 years and provide for monthly payments based on a 30
year amortization schedule and final monthly payments substantially greater
than the preceding monthly payments. The existence of a Balloon Payment
generally will necessitate that the related Mortgagor refinance the Mortgage
Loan or sell the Mortgaged Property on or prior to the stated maturity date.
The ability of a Mortgagor to accomplish either of these alternatives will be
affected by a number of factors, including the level of available mortgage
rates at the time of sale or refinancing, the Mortgagor's equity in the
related Mortgaged Property, the financial condition of the Mortgagor, tax
laws and prevailing general economic conditions. None of the Seller, the
Master Servicer, the Depositor or the Trustee is obligated to refinance any
Mortgage Loan.

SECOND MORTGAGE LOANS

Initial Mortgage Loans representing 94.51% of the Initial Cut-Off Date
Pool Balance are secured by first liens, with the remaining Initial Mortgage
Loans (representing approximately 5.49% of the Initial Cut-Off Date Pool
Balance) being Second Mortgage Loans. Except with respect to one Initial
Mortgage Loan, representing 0.02% of the Initial Cut-Off Date Pool Balance,
the First Liens related to such Second Mortgage Loans will not be included in
the Trust Fund.

The primary risk to holders of mortgage loans secured by second
mortgages is that the proceeds from any liquidation, insurance or
condemnation proceedings will be available to satisfy the outstanding balance
of a mortgage loan only to the extent that the claims of the related First
Liens have been satisfied in full, including any related foreclosure costs.
In addition, a mortgagee may not foreclose on the property securing a second
mortgage unless it forecloses subject to the first mortgage, in which case it
must either pay the entire amount due on the first mortgage at or prior to
the foreclosure sale or undertake the obligation to make payments on the
first mortgage. In servicing second mortgages in its portfolio, the Master
Servicer or the Subservicer may satisfy the first mortgage at or prior to the
foreclosure sale. The Master Servicer may also advance funds to keep the
first mortgage current until such time as the first mortgage is satisfied.
The Trust Fund will have no direct source of funds (and may not be permitted
under the REMIC provisions of the Code) to satisfy any First Lien or to make
payments due to the First Lien mortgagee. The Pooling and Servicing
Agreement provides that the Master Servicer may advance such amounts under
the circumstances described therein. See "The Pooling and Servicing
Agreement" herein.

An overall decline in the residential real estate market, the general
condition of a Mortgaged Property or other factors could adversely affect the
values of the Mortgaged Properties such that the outstanding balances of the
Second Mortgage Loans, together with any First Liens on the Mortgaged
Properties, equal or exceed the values of the Mortgaged Properties. Such a
decline could reduce or eliminate any economic interest of the Trust Fund in
a Mortgaged Property before having any effect on the interest of the related
First Lien mortgagee. In a period of such decline, the rates of
delinquencies, foreclosures and losses on the Second Mortgage Loans could be
higher than those heretofore experienced by the Seller or in the home equity
mortgage lending industry in general. In addition, adverse economic
conditions (which may or may not affect real property values) may affect the
timely payment by Mortgagors of scheduled payments of principal and interest
on the Mortgage Loans and, accordingly, the actual rates of delinquencies,
foreclosures and losses.

Information is provided under "The Trust Fund" with respect to the
Combined Loan-to-Value Ratios of the Initial Mortgage Loans. As discussed
above, the value of the Mortgaged Properties securing the payment of Second
Mortgage Loans could be adversely affected by a number of factors. As a
result, despite the amortization of the Mortgage Loans and any related First
Liens on such Mortgaged Properties, there can be no assurance that the
Combined Loan-to-Value Ratios of any Second Mortgage Loans determined as of a
date subsequent to the origination date will be the same or lower than the
Combined Loan-to-Value Ratios for such Mortgage Loans determined as of the
origination date.

DELINQUENT MORTGAGE LOANS

Initial Mortgage Loans representing approximately 1.71% of the Initial
Cut-Off Date Pool Balance were at least 30 but no more than 59 days
delinquent in their scheduled monthly payments of principal and interest as
of September 5, 1997 (the "Delinquency Statistic Date"). In addition, it
should be noted that Initial Mortgage Loans representing approximately 63.73%
of the Initial Cut-Off Date Pool Balance have a first scheduled monthly
payment due on or after August 6, 1997, and therefore, it was not possible
for such Initial Mortgage Loans to have had a scheduled monthly payment that
was 30 days or more delinquent as of the Delinquency Statistic Date.

GEOGRAPHIC CONCENTRATION

Initial Mortgage Loans representing approximately 56.10%, 5.95% and
5.63% of the Initial Cut-Off Date Pool Balance are secured by Mortgaged
Properties located in California, Hawaii and Arizona, respectively. If these
residential real estate markets should experience an overall decline in
property values after the dates of origination of the Initial Mortgage Loans,
the rates of delinquencies, foreclosures, bankruptcies and losses on the
Initial Mortgage Loans may increase substantially. Changes in the values of
Mortgaged Properties may have an effect on the delinquency, foreclosure,
bankruptcy and loss experience of the Initial Mortgage Loans. No assurance
can be given that the values of the Mortgaged Properties have remained or
will remain at the levels in effect on the dates of origination of the
related Mortgage Loans.

REPURCHASES OF CERTAIN MORTGAGE LOANS

Pursuant to the Pooling and Servicing Agreement, the Seller has agreed
to cure in all material respects any breach of the Seller's representations
and warranties set forth in the Pooling and Servicing Agreement with respect
to each Mortgage Loan. If the Seller cannot cure such breach within a
specified period of time, the Seller is required to repurchase such Mortgage
Loans (the "Defective Loans") from the Trust Fund or substitute other loans
for such Defective Loans and to indemnify the Trust for certain losses
incurred by the Trust with respect to Defective Loans in excess of the
proceeds received from the repurchase or substitution of such Defective
Loans. For a summary description of the Seller's representations and
warranties, See "The Pooling and Servicing Agreement" in the Prospectus.

As a result of the substantial growth in its loan origination activity,
the Seller has operated since February 1996 (and expects to continue to
operate for the foreseeable future) on a negative operating cash flow basis.
During the six months ended June 30, 1997 and the year ended December 31,
1996, the Seller operated on a negative cash flow basis with its operations
having been funded primarily from borrowings and loan sales (including
fundings provided by the Underwriter and an affiliate thereof) and the net
proceeds of periodic securities offerings. Were such external sources of
funding to become unavailable or were they to prove insufficient to meet the
Seller's needs, the financial ability of the Seller to perform its
obligations in connection with the related transaction, including the
obligation to repurchase or replace Defective Loans (as defined herein) from
the Trust Fund, may be adversely affected. In addition, if the Seller
repurchases, or is obligated to repurchase, defective mortgage loans from any
other series of asset-backed securities, the financial ability of the Seller
to repurchase Defective Loans from the Trust Fund may be adversely affected.
Furthermore, other events relating to the Seller and its lending activities
can occur that would adversely affect the financial ability of the Seller to
repurchase Defective Loans from the Trust Fund, including, without
limitation, the sale or other disposition of all or any significant portion
of its assets. If the Seller is unable to repurchase or replace a Defective
Loan, then the Master Servicer, on behalf of the Trust, will pursue other
customary and reasonable efforts, if any, to recover the maximum amount
possible with respect to such Defective Loan, and any resulting loss will be
borne by the holders of the Offered Securities to the extent that such loss
is not otherwise covered by amounts available from the credit enhancement
provided for the Offered Securities.

SOLDIERS' AND SAILORS' CIVIL RELIEF ACT

Generally, under the terms of the Soldiers' and Sailors' Civil Relief
Act of 1940, as amended (the "Civil Relief Act"), a mortgagor who enters
military service after the origination of such mortgagor's mortgage loan
(including a mortgagor who is a member of the National Guard or is in reserve
status at the time of the origination of the mortgage loan and is later
called to active duty) may not be charged interest (including fees and
charges) above an annual rate of 6% during the period of such mortgagor's
active duty status, unless a court orders otherwise upon application of the
lender. It is possible that the application of the Civil Relief Act could
have an effect, for an indeterminate period of time, on the ability of the
Master Servicer to collect full amounts of interest on certain of the
Mortgage Loans. Any such interest shortfalls could result in losses to the
holders of the Offered Certificates. In addition, the Civil Relief Act
imposes limitations which would impair the ability of the Master Servicer (or
the Subservicer) to foreclose on an affected Mortgage Loan during the
Mortgagor's period of active duty status. Thus, in the event that such a
Mortgage Loan goes into default, there may be delays and losses occasioned by
the inability to realize upon the related Mortgaged Property in a timely
fashion. See "Certain Legal Aspects of the Loans--Soldiers' and Sailors'
Civil Relief Act" in the Prospectus.

LEGAL CONSIDERATIONS

The transfer of the Mortgage Loans from the Seller to the Depositor will
be treated by the Seller and the Depositor as a sale of the Mortgage Loans.
The Seller will warrant that such transfer is a sale of its interest in the
Mortgage Loans. In the event of an insolvency of the Seller, the receiver or
bankruptcy trustee of the Seller may attempt to recharacterize the sale of
the Mortgage Loans as a borrowing by the Seller secured by a pledge of the
Mortgage Loans. If the receiver or bankruptcy trustee decided to challenge
such transfer, delays in payments on the Certificates and possible reductions
in the amount of such payments could occur. The Depositor will warrant in
the Pooling and Servicing Agreement that the transfer of the Mortgage Loans
to the Trust Fund is a valid transfer of all of the Depositor's right, title
and interest in the Mortgage Loans to the Trust Fund.

CERTAIN OTHER LEGAL CONSIDERATIONS REGARDING THE MORTGAGE LOANS

Applicable federal and state laws regulate interest rates and other
charges with respect to mortgage loans and require certain disclosures. In
addition, other laws, public policy and general principles of equity relating
to the protection of consumers, unfair and deceptive practices and debt
collection practices may apply to the origination, servicing and collection
of the Mortgage Loans. Depending on the provisions of the applicable law and
the specific facts and circumstances involved, violations of these laws,
policies and principles may limit the ability to collect all or part of the
principal of or interest on the Mortgage Loans, may entitle the borrower to a
refund of amounts previously paid and, in addition, could subject the owner
of the Mortgage Loans to damages and administrative enforcement. See "Risk
Factors--Certain Other Legal Considerations Regarding the Loans" in the
Prospectus.

BOOK-ENTRY REGISTRATION

The Offered Certificates initially will be represented by one or more
certificates registered in the name of Cede & Co. ("Cede"), as nominee of The
Depository Trust Company ("DTC"), and will not be registered in the names of
the holders of the Certificate Owners (as defined herein) or their nominees.
Because of this, unless and until Definitive Certificates are issued,
Certificate Owners will not be recognized by the Trustee as
"Certificateholders" (as such term is used herein and in the Pooling and
Servicing Agreement) and will be able to exercise the rights of the holders
of the Offered Certificates only indirectly through DTC and its participating
organizations. See "Description of the Certificates--Form, Denomination,
Exchange, Registration and Title" herein.

ENVIRONMENTAL RISKS

Federal, state and local laws and regulations impose a wide range of
requirements on activities that may affect the environment. In certain
circumstances, these laws and regulations impose obligations on owners or
operators of residential properties such as Mortgaged Properties. The
failure to comply with such laws and regulations may result in fines and
penalties.

Under various federal, state and local laws and regulations, an owner or
operator of real estate may be liable for the costs of addressing hazardous
substances on, in or beneath such property and other related costs. Such
liability could exceed the value of the property and the aggregate assets of
the owner or operator. In addition, persons who transport or dispose of
hazardous substances, or arrange for the transportation, disposal or
treatment of hazardous substances, at off-site locations may also be held
liable if there are releases or threatened releases of hazardous substances
at such off-site locations.

Under the laws of some states and under the federal Comprehensive
Environmental Response, Compensation and Liability Act ("CERCLA"),
contamination of property may give rise to a lien on the property to assure
the payment of the costs of clean-up. In several states, such a lien has
priority over the lien of an existing mortgage against such property.

Under the laws of some states, and under CERCLA and the federal Solid
Waste Disposal Act, there is a possibility that a lender may be held liable
as an "owner" or "operator" for costs of addressing releases or threatened
releases of hazardous substances at a property, or releases of petroleum from
an underground storage tank, under certain circumstances.

NEW CENTURY'S PORTFOLIO OF MORTGAGE LOANS

UNDERWRITING GUIDELINES OF NEW CENTURY

The Mortgage Loans will be acquired by the Depositor from the Seller.
All of the Mortgage Loans were originated or acquired by the Seller generally
in accordance with the underwriting criteria described below.

The information set forth below with regard to the Seller's underwriting
standards has been provided to the Depositor or compiled from information
provided to the Depositor by the Seller. None of the Depositor, the Trustee,
the Subservicer or any of their respective affiliates has made any
independent investigation of such information or has made or will make any
representation as to the accuracy or completeness of such information.

The Seller's underwriting standards are primarily intended to assess the
value of the mortgaged property and to evaluate the adequacy of such property
as collateral for the mortgage loan. All of the Mortgage Loans were also
underwritten with a view toward the resale thereof in the secondary mortgage
market. While the Seller's primary consideration in underwriting a mortgage
loan is the value of the mortgaged property, the Seller also considers, among
other things, a mortgagor's credit history, repayment ability and debt
service-to-income ratios as well as the type and use of the mortgaged
property. In the case of first lien Mortgage Loans, there may be second lien
financing of the mortgaged properties provided by lenders at any time
(including, at origination). The Mortgage Loans generally bear higher rates
of interest than mortgage loans that are originated in accordance with FNMA
and FHLMC standards. The higher interest rates and differing underwriting
standards and procedures are likely to result in rates of delinquencies and
foreclosures that are higher, and that may be substantially higher, than
those experienced by portfolios of mortgage loans underwritten in a more
traditional manner. Unless prohibited by state law or otherwise waived by
the Seller upon the payment by the related mortgagor of higher origination
fees and a higher Mortgage Rate, mortgage loans originated by the Seller
generally provide for the payment by the mortgagor of a prepayment penalty.

As a result of the Seller's underwriting criteria, changes in the values
of Mortgaged Properties may have a greater effect on the delinquency,
foreclosure and loss experience on the Mortgage Loans than such changes would
be expected to have on mortgage loans that are originated in a more
traditional manner. No assurance can be given that the values of the related
Mortgaged Properties have remained or will remain at the levels in effect on
the dates of origination of the related Mortgage Loans.

The Mortgage Loans will have been originated generally in accordance
with the underwriting guidelines of the Seller (the "Underwriting
Guidelines"). On a case-by-case basis, exceptions to the Underwriting
Guidelines are made where compensating factors exist.

Each applicant completes an application which includes information with
respect to the applicant's liabilities, income, credit history, employment
history and personal information. The Underwriting Guidelines require a
credit report on each applicant from a credit reporting company. The report
typically contains information relating to such matters as credit history
with local and national merchants and lenders, installment debt payments and
any record of defaults, bankruptcies, repossessions or judgments. Mortgaged
properties that are to secure mortgage loans generally are appraised by
qualified independent appraisers. Such appraisers inspect and appraise the
subject property and verify that such property is in acceptable condition.
Following each appraisal, the appraiser prepares a report which includes a
market value analysis based on recent sales of comparable homes in the area
and, when deemed appropriate, replacement cost analysis based on the current
cost of constructing a similar home. All appraisals are required to conform
to the Uniform Standards of Professional Appraisal Practice adopted by the
Appraisal Standards Board of the Appraisal Foundation and are generally on
forms acceptable to FNMA and FHLMC. The Underwriting Guidelines require a
review of the appraisal by a qualified employee of the Seller or by an
appraiser retained by the Seller.

The Mortgage Loans were originated consistent with, and in general
conformity to, the Underwriting Guideline's "Full Documentation", "Limited
Documentation" and "Stated Income Documentation" residential loan programs.
Under each of the programs, the Seller reviews the applicant's source of
income, calculates the amount of income from sources indicated on the loan
application or similar documentation, reviews the credit history of the
applicant, calculates the debt service-to-income ratio to determine the
applicant's ability to repay the loan, reviews the type and use of the
property being financed, and reviews the condition of the property. The
Underwriting Guidelines require that mortgage loans be underwritten in a
standardized procedure which complies with applicable federal and state laws
and regulations and requires the Seller's underwriters to be satisfied that
the value of the property being financed, as indicated by an appraisal and a
review of the appraisal, currently supports the outstanding loan balance. In
general, the maximum loan amount for mortgage loans originated under the
programs is $500,000, except that on a case by case basis, the maximum loan
amount can be up to $1,500,000. The Underwriting Guidelines generally permit
loans on one- to four-family residential properties to have a loan-to-value
ratio ("LTV") at origination of up to 80%, depending on, among other things,
the purpose of the mortgage loan, a mortgagor's credit history, repayment
ability and debt service-to-income ratio, as well as the type and use of the
property. With respect to Mortgage Loans secured by mortgaged properties
acquired by a mortgagor under a "lease option purchase", the LTV of the
related mortgage loan is based on the lower of the appraised value at the
time of origination of such mortgage loan or the sale price of the related
mortgaged property if the "lease option purchase price" was set less than 12
months prior to origination and is based on the appraised value at the time
of origination if the "lease option purchase price" was set 12 months or more
prior to origination.

The Underwriting Guidelines require that the income of each applicant be
verified. The specific income documentation required by the Seller under its
various programs is as follows: under the Full Documentation program,
applicants generally are required to submit two written forms of verification
of stable income for at least 12 months; under the Limited Documentation
programs, one such form of verification is required for 12 months; under the
Stated Income Documentation program, an applicant may be qualified based upon
monthly income as stated on the mortgage loan application if the applicant
meets certain criteria. All the foregoing programs require that, with
respect to salaried employees, there be a telephone verification of the
applicant's employment. Verification of the source of funds (if any)
required to be deposited by the applicant into escrow in the case of a
purchase money loan is generally required under the Full Documentation
program. No such verification is required under the other programs.

The Underwriting Guidelines have the following categories and criteria
for grading the potential likelihood that an applicant will satisfy the
repayment obligations of a mortgage loan:

"A+" Risk. Under the "A+" risk category, the applicant must have
generally repaid installment or revolving debt according to its terms.
A maximum of one 30-day late payment and no 60-day late payments within
the last 12 months is acceptable on an existing mortgage loan. An
existing mortgage loan is required to be current at the time the
application is submitted. No open collection accounts or open
charge-offs may remain open after the funding of the loan. No
bankruptcy or notice of default filings may have occurred during the
preceding three years; provided, however, that if the borrower's
bankruptcy has been discharged during the past three years and the
borrower has re-established a credit history otherwise complying with
the credit parameters set forth in this paragraph, then the borrower may
qualify for a mortgage loan. The mortgaged property must be in at least
average condition. A maximum LTV of 85% is permitted for a mortgage
loan on a single family owner-occupied property. A maximum LTV of 80%
is permitted for a mortgage loan on an owner-occupied condominium or a
two- to four-family residential properly. In certain instances, a
maximum LTV of 90% is permitted for a mortgage loan secured by a single
family owner-occupied property originated under the Full Documentation
program. The debt service-to-income ratio generally ranges from 42% to
45% or less, depending on the LTV.

"A-" Risk. Under the "A-" risk category, an applicant must have
generally repaid installment or revolving debt according to its terms.
A maximum of one 30-day late payment and no 60-day late payments within
the last 12 months is acceptable on an existing mortgage loan where the
LTV is 85% or less. No late payments within the last 12 months is
acceptable if the LTV is over 85%. An existing mortgage loan is not
required to be current at the time the application is submitted. Minor
derogatory items are allowed as to non-mortgage credit, and a letter of
explanation may be required under the Full Documentation program. Not
more than $500 in open collection accounts or open charge-offs affecting
title may remain open after funding of the loan. No bankruptcy or
notice of default filings may have occurred during the preceding three
years; provided, however, that if the borrower's bankruptcy has been
discharged during the past two years and the borrower has re-established
a credit history otherwise complying with the credit parameters set
forth in this paragraph, then the borrower may qualify for a mortgage
loan. The mortgaged property must be in at least average condition. A
maximum LTV of 85% (or 80% and 75% for mortgage loans originated under
the Limited Documentation and Stated Income Documentation programs,
respectively) is permitted for a mortgage loan on a single family
owner-occupied property. A maximum LTV of 75% (or 65% for mortgage
loans originated under the Limited Documentation and Stated Income
Documentation programs) is permitted for a mortgage loan on a non-owner-
occupied property. However, for most refinance mortgage loans under the
Full Documentation program, a maximum LTV of 80% is permitted for a
mortgage loan on an owner-occupied property and a maximum LTV of 75% is
permitted only for a mortgage loan on a non-owner-occupied property. In
certain instances, a maximum LTV of 85% is permitted for a mortgage loan
secured by a single family owner-occupied property originated under the
Full Documentation program. The debt service-to-income ratio is
generally 55% or less.

"B" Risk. Under the "B" risk category, an applicant may have
experienced isolated credit problems, but should have generally repaid
installment or revolving debt according to its terms. A maximum of four
30-day late payments within the last 12 months is acceptable on an
existing mortgage loan, along with not more than one 60-day late payment
if the LTV is 75% or less, and no 60-day late payments if the LTV is
over 75%. An existing mortgage loan is not required to be current at
the time the application is submitted. As to non-mortgage credit, some
prior defaults may have occurred and a letter of explanation may be
required under the Full Documentation program. Generally, no more than
$1,000 in open charge-offs or collection accounts may remain open after
the funding of the loan. No bankruptcy or notice of default filings by
the applicant may have occurred during the preceding two years;
provided, however, that if the borrower's bankruptcy has been discharged
during the past two years and the borrower has re-established a credit
history otherwise complying with the credit parameters set forth in this
paragraph, the borrower may qualify for a mortgage loan. The mortgaged
property must be in at least average condition. A maximum LTV of 80%
(or 75% and 70% for mortgage loans originated under the Limited
Documentation and Stated Income Documentation programs, respectively) is
permitted for a mortgage loan on an owner-occupied detached property
originated under the Full Documentation program. A maximum LTV of 75%
(or 70% and 65% for mortgage loans originated under the Limited
Documentation and Stated Income Documentation programs, respectively) is
permitted for a mortgage loan on a non-owner-occupied property. The
debt service-to-income ratio is generally 60% or less.

"C" Risk. Under the "C" risk category, an applicant may have
experienced significant credit problems in the past. An unlimited
number of 30-day and 60-day late payments and a maximum of two 90-day
late payments within the last 12 months is acceptable on an existing
mortgage loan if the LTV is 70% or less. A maximum of either two 60-day
late payments or one 90-day late payment is acceptable if the LTV is
over 70%. An existing mortgage loan is not required to be current at
the time the application is submitted. As to non-mortgage credit,
significant prior defaults may have occurred. No more than $2,500 in
open charge-offs or collection accounts may remain open after the
funding of the loan. Allowances will be made, however, for numerous
open medical accounts with individual balances equal to or less than
$2,500. No bankruptcy or notice of default filings by the applicant may
have occurred during the preceding 18 months; provided, however, that if
the borrower's bankruptcy has been discharged during the past 18 months
and the borrower has re-established a credit history otherwise complying
with the credit parameters set forth in this paragraph, the borrower may
qualify for a mortgage loan. The mortgaged property must be in adequate
condition. Generally, a maximum LTV of 75% for a mortgage loan on a
single family, owner-occupied property for a Full Documentation program
(or 70% for mortgage loans originated under the Limited Documentation
and Stated Income Documentation programs) is permitted. The debt
service-to income ratio is generally 60% or less.

"C-" Risk. Under the "C-" risk category, an applicant may have
experienced significant credit problems in the past. An unlimited
number of 30-day and 60-day late payments and a maximum of two 90-day
late payments and one 120-day late payment is acceptable on an existing
mortgage loan if the LTV is more than 65%. For a loan with a LTV of 65%
or less, there may be a current notice of default. An existing mortgage
loan is not required to be current at the time the application is
submitted. As to non-mortgage credit, significant prior defaults may
have occurred. Open charge-offs or collection accounts may remain open
after the funding of the loan. A bankruptcy, notice of sale filing,
notice of default filing or foreclosure may be permitted on a case
by-case basis. The mortgaged property may exhibit some deferred
maintenance. A maximum LTV of 70% is permitted for a mortgage loan on
an owner-occupied property. The maximum LTV for either a
non-owner-occupied property or a condominium is 65%. The debt
service-to-income ratio is generally 65% or less.

Mortgage Credit Only. The Mortgage Credit Only program allows for
only two risk grade categories, A+ and A-. A maximum of zero 30-day
late payments for A+, or three 30-day late payments for A-, and no
60-day late payments within the last 12 months is acceptable on an
existing mortgage loan if the LTV is 80% for A+ or 75% for A-, or less.
An existing mortgage loan is not required to be current at the time the
application is submitted. Derogatory items are allowed as to
non-mortgage credit, and a letter of explanation may be required under
the Full Documentation program. No bankruptcy or notice of default
filings may have occurred during the preceding three years for A+ or two
years for A-; provided, however, that if the borrower's bankruptcy has
been discharged during the past two years and the borrower has
re-established a credit history otherwise complying with the credit
parameters set forth in this paragraph, the borrower may then qualify
for a mortgage loan. The mortgaged property must be in at least average
condition. A maximum LTV of 80% for A+ or 75% for A- (or 75% for
mortgage loans originated under the Limited Documentation program) is
permitted for a mortgage loan on a single family owner-occupied
property. The debt service-to-income ratio is generally 55% for A+ or
50% for A-, or less.

Exceptions. As described above, the foregoing categories and
criteria are guidelines only. On a case-by-case basis, it may be
determined that an applicant warrants a risk category upgrade, a debt
service-to-income ratio exception, a pricing exception, a loan-to-value
exception, an exception from certain requirements of a particular risk
category, etc. (collectively called an "upgrade" or an "exception").
An upgrade or exception may generally be allowed if the application
reflects certain compensating factors, among others: low LTV; pride of
ownership; a maximum of one 30-day late payment on all mortgage loans
during the last 12 months; and stable employment or ownership of current
residence of five or more years. An upgrade or exception may also be
allowed if the applicant places a down payment through escrow of at
least 20% of the purchase price of the mortgaged property or if the new
loan reduces the applicant's monthly aggregate mortgage payment by 25%
or more. Accordingly, certain mortgagors may qualify in a more
favorable risk category that, in the absence of such compensating
factors, would satisfy only the criteria of a less favorable risk
category.

The Seller commenced receiving applications for mortgage loans under
its regular lending program in February 1996. Accordingly, the Seller
(whether as an originator or acquirer of mortgage loans) does not have
representative historical delinquency, bankruptcy, foreclosure or default
experience that may be referred to for purposes of estimating the future
delinquency and loss experience of the Mortgage Loans.

THE TRUST FUND

GENERAL

The Initial Mortgage Loans are expected to include 1,461 fixed-rate
Mortgage Loans evidenced by Mortgage Notes secured by first or second lien
mortgages or deeds of trust (collectively, the "Mortgages") on the Mortgaged
Properties. This subsection describes generally the characteristics of the
Initial Mortgage Loans. The Mortgaged Properties consist of owner-occupied
properties and non-owner-occupied investment properties. The Mortgaged
Properties do not include mobile homes which are not permanently affixed to
the ground, commercial properties or unimproved land. With respect to each
Initial Mortgage Loan and each Subsequent Mortgage Loan, the "Cut-Off Date
Loan Balance" is the unpaid principal balance of such Mortgage Loan on the
applicable Cut-Off Date after application of all scheduled payments of
principal due on or before such Cut-Off Date, whether or not received.

Mortgage Loans included in the Trust Fund consist of fixed-rate loans
from the Seller's portfolio that are not delinquent in excess of the levels
permitted in the Pooling and Servicing Agreement. Pursuant to the Pooling
and Servicing Agreement, the Seller will make various representations and
warranties regarding the Mortgage Loans. See "The Pooling and Servicing
Agreement -- Assignment of the Mortgage Loans."

CHARACTERISTICS OF THE INITIAL MORTGAGE LOANS

The following is a brief description of certain terms of the Initial
Mortgage Loans expected to be included in the Trust Fund as of the Initial
Cut-Off Date. Prior to the Closing Date, the Seller may remove any of the
Initial Mortgage Loans intended for inclusion in the Trust Fund, substitute
comparable Mortgage Loans therefor, or add comparable Mortgage Loans thereto;
however, the aggregate of the Cut-Off Date Loan Balances of the Initial
Mortgage Loans so replaced, added or removed will not exceed 3.0% of the
Initial Cut-Off Date Pool Balance. To the extent that, prior to the Closing
Date, Initial Mortgage Loans are so replaced, added or removed, an amount
equal to the Cut-Off Date Loan Balance of such Mortgage Loans will be added
to or deducted from the Pre-Funded Amount on the Closing Date, as applicable.
As a result, the statistical information presented below regarding the
Initial Mortgage Loans may vary in certain respects from comparable
information based on the actual composition of the Trust Fund at the Closing
Date.

All Mortgage Loan statistics set forth herein are based on principal
balances, interest rates, terms to maturity, mortgage loan counts and similar
statistics as of the Initial Cut-Off Date, unless indicated to the contrary
herein. All weighted averages specified herein are weighted based on the
Cut-Off Date Loan Balances of the Initial Mortgage Loans. References to
percentages of the Mortgage Loans mean percentages of the Initial Cut-Off
Date Pool Balance.

MORTGAGE LOAN STATISTICS

The Initial Mortgage Loans are expected to consist of 1,461 fixed-rate
Mortgage Loans evidenced by Mortgage Notes secured by Mortgages on Mortgaged
Properties located in 34 states. Additional Mortgage Loans (the "Subsequent
Mortgage Loans") are expected to be acquired by the Trust Fund on or prior to
November 1, 1997. Initial Mortgage Loans representing approximately 94.51%
of the Initial Cut-Off Date Pool Balance are secured by first liens on the
related Mortgaged Properties, and the remainder are secured by second liens
on the related Mortgaged Properties. As of the Initial Cut-Off Date, the
aggregate Cut-Off Date Loan Balances of the Initial Mortgage Loans (the
"Initial Cut-Off Date Pool Balance") totaled approximately $124,902,035 after
application of scheduled payments due on or before the Cut-Off Date, whether
or not received. The Initial Mortgage Loans bear interest at fixed Mortgage
Rates ranging from approximately 6.80% to 16.50% per annum. The weighted
average Mortgage Rate for the Initial Mortgage Loans was approximately 9.52%
per annum. The lowest Cut-Off Date Loan Balance of any Initial Mortgage Loan
was approximately $9,962 and the highest was approximately $850,000. The
average Cut-Off Date Loan Balance of the Initial Mortgage Loans was
approximately $85,491. The weighted average original term to stated maturity
of the Initial Mortgage Loans was approximately 325 months. The weighted
average remaining term to stated maturity of the Initial Mortgage Loans was
approximately 323 months. As of the Initial Cut-Off Date, the weighted
average number of months that have elapsed since origination of the Mortgage
Loans was approximately 1 month. The lowest and highest Combined Loan-to-
Value Ratios of the Initial Mortgage Loans at origination were approximately
6.67% and 90.00%, respectively. The weighted average Combined Loan-to-Value
Ratio of the Initial Mortgage Loans was approximately 68.83%. The weighted
average Combined Loan-to-Value Ratio of the Initial Mortgage Loans that are
Second Mortgage Loans was approximately 64.22%.

Initial Mortgage Loans representing approximately 13.76% of the Initial
Cut-Off Date Pool Balance are secured by non-owner-occupied (including second
homes) Mortgaged Properties (based solely upon statements made by the related
Mortgagors at the time of origination of the related Mortgage Loans).

Initial Mortgage Loans representing approximately 18.67%, 0.25% and
80.24% of the Initial Cut-Off Date Pool Balance are fully amortizing Mortgage
Loans having original stated maturities of approximately 15 years, 20 years
and 30 years, respectively. Initial Mortgage Loans representing approximately
0.84% of the Initial Cut-Off Date Pool Balance are Balloon Mortgage Loans
that generally provide for scheduled amortization over 30 years from their
respective dates of origination and a balloon payment at the end of the
fifteenth year. No Initial Mortgage Loan, including any Balloon Mortgage
Loan, is scheduled to mature later than September 1, 2027.

As of the Delinquency Statistic Date, approximately 1.71% of the Initial
Mortgage Loans were between 30 and 59 days past due, and no Initial Mortgage
Loan was 60 or more days past due.

The Combined Loan-to-Value Ratios of the Initial Mortgage Loans were
distributed as follows (the sum of the percentages in the following table may
not equal the total due to rounding):

<TABLE>
<CAPTION>
Range of Combined Number of Aggregate Percent of Initial
Loan-to-Value Initial Cut-Off Date Cut-Off Date
Ratios(%) Mortgage Loans Loan Balance Pool Balance
- ------------------- -------------- ----------------- ------------------
<S> <C> <C> <C>
6.67 - 10.00 1 $ 24,985.61 0.02%
10.01 - 15.00 4 122,345.99 0.10
15.01 - 20.00 10 409,701.20 0.33
20.01 - 25.00 26 913,136.95 0.73
25.01 - 30.00 27 1,276,012.69 1.02
30.01 - 35.00 29 1,287,599.22 1.03
35.01 - 40.00 36 1,961,854.13 1.57
40.01 - 45.00 43 3,261,749.21 2.61
45.01 - 50.00 59 3,871,144.29 3.10
50.01 - 55.00 64 4,364,738.28 3.49
55.01 - 60.00 116 10,646,870.51 8.52
60.01 - 65.00 134 11,008,950.31 8.81
65.01 - 70.00 203 17,233,694.41 13.80
70.01 - 75.00 268 24,780,809.15 19.84
75.01 - 80.00 332 33,197,270.09 26.58
80.01 - 85.00 92 9,147,479.29 7.32
85.01 - 90.00 17 1,393,693.85 1.12
- ------------------- ----- --------------- -------

TOTAL . . . . . . . . . . . . . . . . . . . 1,461 $124,902,035.18 100.00%
===== =============== =======

</TABLE>

As of the Initial Cut-Off Date, the weighted average Combined Loan-to-
Value Ratio of the Initial Mortgage Loans was approximately 68.83%.

Mortgage Rates of the Initial Mortgage Loans were distributed as follows
(the sum of the percentages in the following table may not equal the total
due to rounding):

<TABLE>
<CAPTION>
Number of Aggregate Percent of Initial
Range of Initial Cut-Off Date Cut-Off Date Pool
Mortgage Rates (%) Mortgage Loans Loan Balance Balance
----------------------- -------------- ------------ ------------------
<S> <C> <C> <C>
6.8000 - 7.0000 2 $ 479,600.39 0.38%
7.0001 - 7.5000 25 2,448,427.08 1.96
7.5001 - 8.0000 94 9,731,190.91 7.79
8.0001 - 8.5000 131 14,552,226.29 11.65
8.5001 - 9.0000 279 29,055,612.89 23.26
9.0001 - 9.5000 182 18,087,953.57 14.48
9.5001 - 10.0000 251 19,455,481.79 15.58
10.0001 - 10.5000 128 9,469,993.59 7.58
10.5001 - 11.0000 132 9,525,723.09 7.63
11.0001 - 11.5000 58 3,078,427.48 2.46
11.5001 - 12.0000 67 3,515,359.04 2.81
12.0001 - 12.5000 38 1,980,269.45 1.59
12.5001 - 13.0000 38 2,085,831.53 1.67
13.0001 - 13.5000 18 750,622.23 0.60
13.5001 - 14.0000 8 343,737.00 0.28
14.0001 - 14.5000 6 181,256.86 0.15
14.5001 - 15.0000 1 47,191.00 0.04
15.0001 - 15.5000 2 83,137.13 0.07
16.0001 - 16.5000 1 29,993.86 0.02
------------------------ ----- --------------- -------

TOTAL . . . . . . . . . . . 1,461 $124,902,035.18 100.00%
===== =============== =======

</TABLE>

As of the Initial Cut-Off Date, the weighted average Mortgage Rate was
approximately 9.52% per annum.

The original terms to maturity of the Initial Mortgage Loans were
distributed as follows (the sum of the percentages in the following table may
not equal the total due to rounding):

<TABLE>
<CAPTION>
Number of Aggregate Percent of Initial
Original Terms to Initial Cut-Off Date Cut-Off Date
Maturity (months) Mortgage Loans Loan Balance Pool Balance
----------------- -------------- --------------- ------------------
<S> <C> <C> <C>
180 416 $ 24,371,904.28 19.51%
240 6 313,644.89 0.25
360 1,039 100,216,486.01 80.24
------------- --------------- ------------------

TOTAL . . . . . . . . . . . . . . . 1,461 $124,902,035.18 100.00%
============= =============== ==================
</TABLE>

As of the Initial Cut-Off Date, the weighted average original term to
maturity was approximately 325 months.

The remaining terms to maturity of the Initial Mortgage Loans were
distributed as follows (the sum of the percentages in the following table may
not equal the total due to rounding):

<TABLE>
<CAPTION>
Number of Aggregate Percent of Initial
Range of Remaining Terms Initial Cut-Off Date Cut-Off Date
Maturity (months) Mortgage Loans Loan Balance Pool Balance
------------------------ -------------- --------------- ------------------
<S> <C> <C> <C>
166 - 168 1 $ 23,151.68 0.02%
169 - 180 415 24,348,752.60 19.49
229 - 240 6 313,644.89 0.25
337 - 348 2 136,455.58 0.11
349 - 360 1,037 100,080,030.43 80.13
------------------------ -------------- --------------- -------

TOTAL . . . . . . . . . . . . . . . 1,461 $124,902,035.18 100.00%
============== =============== =======

</TABLE>

As of the Initial Cut-Off Date, the weighted average remaining term to
maturity was approximately 323 months.

The Cut-Off Date Loan Balances of the Initial Mortgage Loans were
distributed as follows (the sum of the percentages in the following table may
not equal the total due to rounding):

<TABLE>
<CAPTION>
Range of Number of Aggregate Percent of
Initial Cut-Off Date Initial Cut-Off Date Initial Cut-Off Date
Loan Balance($) Mortgage Loans Loan Balance Pool Balance
- ------------------------------- -------------- ------------- --------------------
<S> <C> <C> <C>
9,961.62 - 10,000.00 1 $ 9,961.61 0.01%
10,000.01 - 15,000.00 5 71,094.39 0.06
15,000.01 - 20,000.00 36 685,154.84 0.55
20,000.01 - 25,000.00 62 1,436,804.88 1.15
25,000.01 - 30,000.00 47 1,326,224.08 1.06
30,000.01 - 35,000.00 65 2,162,088.00 1.73
35,000.01 - 40,000.00 80 3,016,480.05 2.42
40,000.01 - 45,000.00 72 3,110,672.99 2.49
45,000.01 - 50,000.00 73 3,516,593.23 2.82
50,000.01 - 55,000.00 80 4,216,127.85 3.38
55,000.01 - 60,000.00 83 4,817,268.07 3.86
60,000.01 - 65,000.00 69 4,334,661.63 3.47
65,000.01 - 70,000.00 69 4,701,614.49 3.76
70,000.01 - 75,000.00 61 4,458,869.30 3.57
75,000.01 - 80,000.00 49 3,810,575.63 3.05
80,000.01 - 85,000.00 48 3,974,904.95 3.18
85,000.01 - 90,000.00 65 5,720,005.60 4.58
90,000.01 - 95,000.00 48 4,459,101.75 3.57
95,000.01 - 100,000.00 57 5,591,449.48 4.48
100,000.01 - 105,000.00 46 4,733,364.72 3.79
105,000.01 - 110,000.00 36 3,881,158.75 3.11
110,000.01 - 115,000.00 32 3,606,794.98 2.89
115,000.01 - 120,000.00 36 4,256,182.44 3.41
120,000.01 - 125,000.00 22 2,711,798.91 2.17
125,000.01 - 130,000.00 9 1,152,981.52 0.92
130,000.01 - 135,000.00 10 1,336,515.33 1.07
135,000.01 - 140,000.00 20 2,755,782.70 2.21
140,000.01 - 145,000.00 13 1,864,921.32 1.49
145,000.01 - 150,000.00 15 2,231,789.29 1.79
150,000.01 - 200,000.00 80 14,095,824.56 11.29
200,000.01 - 250,000.00 35 7,821,378.67 6.26
250,000.01 - 300,000.00 17 4,768,863.68 3.82
300,000.01 - 350,000.00 8 2,641,055.07 2.11
350,000.01 - 400,000.00 4 1,481,573.48 1.19
400,000.01 - 450,000.00 3 1,257,577.45 1.01
450,000.01 - 500,000.00 3 1,463,430.61 1.17
550,000.01 - 600,000.00 1 571,388.87 0.46
800,000.01 - 850,000.00 1 850,00.00 0.68
- ------------------------------- -------------- --------------- -------------------
TOTAL . . . . . . . . . . . . . . . . . 1,461 $124,902,035.18 100.00%
============== =============== ===================
</TABLE>

As of the Initial Cut-Off Date, the average Cut-Off Date Loan Balance of
the Initial Mortgage Loans was approximately $85,490.78.

As of the Initial Cut-Off Date, the geographic distribution of the
Initial Mortgage Loans was as follows (the sum of the percentages in the
following table may not equal the total due to rounding):

<TABLE>
<CAPTION> Number of Aggregate Percent of
Initial Cut-Off Date Initial Cut-Off Date
State Mortgage Loans Loan Balance Pool Balance
- --------------------------------------------- -------------- ----------------- --------------------
<S> <C> <C> <C>
Arizona . . . . . . . . . . . . . . . . . . . 112 $ 7,030,189.71 5.63%
California . . . . . . . . . . . . . . . . . 696 70,063,844.70 56.10
Colorado . . . . . . . . . . . . . . . . . . 46 3,714,886.32 2.97
Delaware . . . . . . . . . . . . . . . . . . 1 80,893.80 0.06
Florida . . . . . . . . . . . . . . . . . . . 27 1,939,742.37 1.55
Georgia . . . . . . . . . . . . . . . . . . . 2 181,321.53 0.15
Hawaii . . . . . . . . . . . . . . . . . . . 47 7,432,689.58 5.95
Idaho . . . . . . . . . . . . . . . . . . . . 2 160,831.83 0.13
Illinois . . . . . . . . . . . . . . . . . . 91 5,611,363.23 4.49
Indiana . . . . . . . . . . . . . . . . . . . 16 720,032.15 0.58
Iowa . . . . . . . . . . . . . . . . . . . . 2 89,860.04 0.07
Kansas . . . . . . . . . . . . . . . . . . . 10 386,603.56 0.31
Kentucky . . . . . . . . . . . . . . . . . . 2 125,915.96 0.10
Louisiana . . . . . . . . . . . . . . . . . . 1 103,944.04 0.08
Maryland . . . . . . . . . . . . . . . . . . 2 159,065.34 0.13
Massachusetts . . . . . . . . . . . . . . . . 2 85,238.24 0.07
Minnesota . . . . . . . . . . . . . . . . . . 20 1,475,820.94 1.18
Mississippi . . . . . . . . . . . . . . . . . 2 58,500.00 0.05
Missouri . . . . . . . . . . . . . . . . . . 24 1,344,502.34 1.08
Montana . . . . . . . . . . . . . . . . . . . 4 213,312.78 0.17
Nevada . . . . . . . . . . . . . . . . . . . 32 2,303,234.27 1.84
New Jersey . . . . . . . . . . . . . . . . . 7 452,844.17 0.36
New Mexico . . . . . . . . . . . . . . . . . 19 1,136,112.97 0.91
Ohio . . . . . . . . . . . . . . . . . . . . 86 4,985,123.35 3.99
Oklahoma . . . . . . . . . . . . . . . . . . 5 139,031.09 0.11
Oregon . . . . . . . . . . . . . . . . . . . 40 3,699,692.83 2.96
Pennsylvania . . . . . . . . . . . . . . . . 38 2,869,099.05 2.30
South Carolina . . . . . . . . . . . . . . . 7 512,532.54 0.41
Tennessee . . . . . . . . . . . . . . . . . . 3 105,931.41 0.08
Texas . . . . . . . . . . . . . . . . . . . . 29 2,035,511.58 1.63
Utah . . . . . . . . . . . . . . . . . . . . 39 2,718,315.59 2.18
Washington . . . . . . . . . . . . . . . . . 20 1,657,890.36 1.33
Wisconsin . . . . . . . . . . . . . . . . . . 24 1,204,057.13 0.96
Wyoming . . . . . . . . . . . . . . . . . . . 3 104,100.38 0.08
-------------- ----------------- --------------
TOTAL . . . . . . . . . . . . . . . . . 1,461 $124,902,035.18 100.00%
============== ================= ==============
</TABLE>

As of the Initial Cut-Off Date, the distribution of the types of
Mortgaged Properties related to the Initial Mortgage Loans was as follows
(the sum of the percentages in the following table may not equal the total
due to rounding):

<TABLE>
<CAPTION>
Number of Aggregate Percent of
Initial Cut-Off Date Initial Cut-Off Date
Mortgaged Property Type Mortgage Loans Loan Balance Pool Balance
- ------------------------------------------- -------------- --------------- --------------------
<S> <C> <C> <C>
Single family . . . . . . . . . . . . . . . 1,264 $107,115,364.48 85.76%
Two- to four-family . . . . . . . . . . . . 114 11,900,962.42 9.53
PUD . . . . . . . . . . . . . . . . . . . . 41 3,759,292.81 3.01
Condominium . . . . . . . . . . . . . . . . 38 1,926,878.86 1.54
Manufactured Housing . . . . . . . . . . . 3 159,607.26 0.13
Mobile Home . . . . . . . . . . . . . . . . 1 39,929.35 0.03
-------------- --------------- --------------------
TOTAL . . . . . . . . . . . . . . . . 1,461 $124,902,035.18 100.00%
============== =============== ====================
</TABLE>

As of the Initial Cut-Off Date, the distribution of the occupancy status
of the Mortgaged Properties related to the Initial Mortgage Loans was as
follows (the sum of the percentages in the following table may not equal the
total due to rounding):

<TABLE>
<CAPTION>
Number of Aggregate Percent of
Initial Cut-Off Date Initial Cut-Off Date
Occupancy Status Mortgage Loans Loan Balance Pool Balance
- ------------------------------------------- -------------- --------------- --------------------
<S> <C> <C> <C>
Owner-occupied . . . . . . . . . . . . . . 1,230 $107,715,675.94 86.24%
Investor . . . . . . . . . . . . . . . . . 224 16,483,728.88 13.20
Second Home . . . . . . . . . . . . . . . . 7 702,630.36 0.56
-------------- --------------- --------------------
TOTAL . . . . . . . . . . . . . . . . 1,461 $124,902,035.18 100.00%
============== =============== ====================

</TABLE>

As of the Initial Cut-Off Date, the distribution of the lien priority of
the Mortgages related to the Initial Mortgage Loans was as follows (the sum
of the percentages in the following table may not equal the total due to
rounding):

<TABLE>
<CAPTION>
Number of Aggregate Percent of
Initial Cut-Off Date Initial Cut-Off Date
Lien Priority Mortgage Loans Loan Balance Pool Balance
- --------------------------- -------------- --------------- --------------------
<S> <C> <C> <C>
First lien . . . . . . . . 1,311 $118,041,873.60 94.51%
Second lien . . . . . . . . 150 6,860,161.58 5.49
-------------- --------------- --------------------
TOTAL . . . . . . . . 1,461 $124,902,035.18 100.00%
============== =============== ====================
</TABLE>

As of the Initial Cut-Off Date, the distribution of the months since
origination of the Initial Mortgage Loans was as follows (the sum of the
percentages in the following table may not equal the total due to rounding):

<TABLE>
<CAPTION>
Number of Aggregate Percent of
Months Since Initial Cut-Off Date Initial Cut-Off Date
Origination Mortgage Loans Loan Balance Pool Balance
- --------------------------------- -------------- ----------------- --------------------
<S> <C> <C> <C>
0 384 $ 35,031,020.00 28.05%
1 526 44,655,019.45 35.75
2 439 36,667,139.13 29.36
3 74 5,203,701.10 4.17
4 20 1,847,112.98 1.48
5 9 984,570.72 0.79
6 3 246,996.10 0.20
7 1 19,403.62 0.02
8 1 70,863.41 0.06
10 1 16,601.41 0.01
14 1 23,151.68 0.02
15 2 136,455.58 0.11
-------------- ----------------- --------------------
TOTAL . . . . . . . . . . . . . . . 1,461 $124,902,035.18 100.00%
============== ================= ====================

</TABLE>

As of the Initial Cut-Off Date, the weighted average number of months
since origination of the Initial Mortgage Loans was approximately 1 month.

As of the Initial Cut-Off Date, the Initial Mortgage Loans were
originated under the different loan programs as follows (the sum of the
percentages in the following table may not equal the total due to rounding):

<TABLE>
<CAPTION>
Number of Aggregate Percent of Initial
Initial Cut-Off Date Cut-Off Date
Loan Programs Mortgage Loans Loan Balance Pool Balance
- ------------------------------------------- -------------- ---------------- ------------------
<S> <C> <C> <C>
Full Documentation . . . . . . . . . . . . 975 $ 80,041,788.77 64.08%
Limited Documentation . . . . . . . . . . . 97 10,811,283.29 8.66
Stated Income . . . . . . . . . . . . . . . 389 34,048,963.12 27.26
-------------- ---------------- ------------------
TOTAL . . . . . . . . . . . . . . . . 1,461 $124,902,035.18 100.00%
============== ================ ==================
</TABLE>

As of the Initial Cut-Off Date, the Initial Mortgage Loans were rated in
the following risk categories (the sum of the percentages in the following
table may not equal the total due to rounding):

<TABLE>
<CAPTION>
Number of Aggregate Percent of Initial
Initial Cut-Off Date Cut-Off Date
Risk Categories Mortgage Loans Loan Balance Pool Balance
- --------------------------------------------- -------------- --------------- ------------------
<S> <C> <C> <C>
A+ . . . . . . . . . . . . . . . . . . . . . 429 $ 38,411,488.70 30.75%
A+MO/*/ . . . . . . . . . . . . . . . . . . . 42 3,528,379.31 2.82
A- . . . . . . . . . . . . . . . . . . . . . 509 44,627,039.76 35.73
A-MO/*/ . . . . . . . . . . . . . . . . . . . 11 1,038,914.49 0.83
B . . . . . . . . . . . . . . . . . . . . . . 235 20,230,720.82 16.20
C . . . . . . . . . . . . . . . . . . . . . . 127 8,894,695.21 7.12
C- . . . . . . . . . . . . . . . . . . . . . 108 8,170,796.89 6.54
-------------- --------------- ------------------
TOTAL . . . . . . . . . . . . . . . . . 1,461 $124,902,035.18 100.00%
============== =============== ==================
</TABLE>
____________________
/*/ Underwritten pursuant to the Mortgage Credit Only program.

As of the Initial Cut-Off Date, the Initial Mortgage Loans were
originated for the following purposes (the sum of the percentages in the
following table may not equal the total due to rounding):

<TABLE>
<CAPTION>
Number of Aggregate Percent of Initial
Initial Cut-Off Date Cut-Off Date
Purpose Mortgage Loans Loan Balance Pool Balance
- ------------------------------------------- -------------- ----------------- ------------------
<S> <C> <C> <C>
Cash Out Refinance . . . . . . . . . . . . 1,093 $ 91,255,790.74 73.06%
Rate/Term Refinance . . . . . . . . . . . . 284 27,000,543.99 21.62
Purchase . . . . . . . . . . . . . . . . . 84 6,645,700.45 5.32
-------------- ----------------- ------------------
TOTAL . . . . . . . . . . . . . . . . 1,461 $124,902,035.18 100.00%
============== ================= ==================
</TABLE>

CONVEYANCE OF SUBSEQUENT MORTGAGE LOANS

The Pooling and Servicing Agreement permits the Trust Fund to acquire,
prior to November 1, 1997, Subsequent Mortgage Loans in an amount not to
exceed approximately $40,097,965 in aggregate Cut-Off Date Loan Balance. The
Subsequent Mortgage Loans may have characteristics that differ from those of
the Initial Mortgage Loans. Accordingly, the statistical characteristics of
the Mortgage Loans set forth above (which are based exclusively on the
Initial Mortgage Loans) and the statistical characteristics of the Mortgage
Loans after giving effect to the acquisition of any Subsequent Mortgage Loans
will likely differ in certain respects. Each date on which the Seller
transfers any Subsequent Mortgage Loans to the Trust Fund shall be referred
to herein as a "Subsequent Transfer Date."

The Subsequent Mortgage Loans to be conveyed to the Trust Fund will be
subject to the approval of the Rating Agencies and are not expected to vary
materially in the aggregate from the Initial Mortgage Loans.

PAYMENTS ON THE MORTGAGE LOANS

Except for the Balloon Mortgage Loans, each Mortgage Loan provides for
the amortization of the amount financed under the Mortgage Loan over a series
of substantially equal monthly payments.

Each Mortgage Loan provides for monthly payments by the related
Mortgagor according to the actuarial method (such Mortgage Loans, "Actuarial
Loans"). Actuarial Loans provide that interest is charged to the Mortgagors
thereunder, and payments are due from such Mortgagors, as of a scheduled day
of each month that is fixed at the time of origination. Scheduled monthly
payments made by Mortgagors on the Actuarial Loans either earlier or later
than the scheduled due dates thereof will not affect the amortization
schedule or the relative application of such payments to principal and
interest.

THE POOLING AND SERVICING AGREEMENT

ASSIGNMENT OF THE MORTGAGE LOANS

On the Closing Date, the Seller will transfer ownership of the Initial
Mortgage Loans to the Depositor. Immediately after such transfer, pursuant to
the Pooling and Servicing Agreement, the Depositor will sell, transfer,
assign, set over and otherwise convey without recourse to the Trustee, in
trust for the benefit of the holders of the Certificates, all right, title
and interest of the Depositor in and to each such Initial Mortgage Loan and
all right, title and interest in and to all other assets included in the
Trust Fund, including all principal and interest payments due after the
Initial Cut-Off Date. On each Subsequent Transfer Date, the Seller will
transfer ownership of the related Subsequent Mortgage Loans to the Trustee in
trust for the benefit of the holders of the Certificates, including all
principal and interest payments due after such Cut-Off Date.

In connection with such transfer and assignment, on the Closing Date the
Depositor will deliver, or cause to be delivered, the following documents
(collectively constituting the "Trustee's Mortgage File") to the Trustee with
respect to each Mortgage Loan: (i) the original Mortgage Note, endorsed in
blank or to the order of the Trustee, with all prior and intervening
endorsements showing a complete chain of endorsement from the originator of
the Mortgage Loan to the Seller; (ii) the original Mortgage with evidence of
recording thereon (or, if the original Mortgage has not been returned from
the applicable public recording office or is not otherwise available, a copy
of the Mortgage certified by a responsible officer of the Seller or by the
closing attorney or by an officer of the title insurer or agent of the title
insurer which issued the related title insurance policy or commitment
therefor to be a true and complete copy of the original Mortgage submitted
for recording); (iii) the original executed assignment of the Mortgage
executed by the Seller to the Trustee or in blank, acceptable for recording
except with respect to any currently unavailable information; (iv) the
original assignment and any intervening assignments of the Mortgage, showing
a complete chain of assignment from the originator of the Mortgage Loan to
the Seller (or, if any such assignment has not been returned from the
applicable public recording office or is not otherwise available, a copy of
such assignment certified by a responsible officer of the Seller or by the
closing attorney or by an officer of the title insurer or agent of the title
insurer which issued the related title insurance policy or commitment
therefor to be a true and complete copy of such assignment submitted for
recording); (v) the original, or a copy certified by the Seller or the
originator of the Mortgage Loan to be a true and complete copy of the
original, of each assumption, modification, written assurance or substitution
agreement, if any; and (vi) an original, or a copy certified by the Seller to
be a true and complete copy of the original, of a lender's title insurance
policy, or if a lender's title policy has not been issued as of the Closing
Date a marked-up commitment (binder) (including any marked additions thereto
or deletions therefrom) to issue such policy; provided, that with respect to
the Initial Mortgage Loans, the Seller anticipates delivery to the Trustee of
the documents set forth in (vi) above within 15 days following the Closing
Date.

On each Subsequent Closing Date, the Depositor will deliver, or cause to
be delivered to the Trustee, the Trustee's Mortgage File with respect to each
Subsequent Mortgage Loan to be conveyed to the Trustee on such date.

The Trustee will review the Mortgage Loan documents relating to the
Initial Mortgage Loans on or prior to the Closing Date and will review the
Mortgage Loan documents relating to the Subsequent Mortgage Loans on or prior
to the Subsequent Transfer Date, and will hold such documents in trust for
the benefit of the holders of the Certificates. After the Closing Date, if
any document is found to be missing or defective in any material respect, the
Trustee is required to notify the Master Servicer, the Seller and the
Depositor in writing. If the Seller cannot or does not cure such omission or
defect within 60 days after its receipt of notice from the Trustee, the
Seller will be required to repurchase the related Mortgage Loan (the
"Defective Loan") from the Trust Fund at a price (the "Purchase Price") to
include 100% of the Loan Balance thereof plus accrued and unpaid interest
thereon, calculated at a rate equal to the difference between the Mortgage
Rate and the Servicing Fee Rate (the "Net Mortgage Rate") (or, if New Century
is no longer the Master Servicer, at the applicable Mortgage Rate) through
the day immediately preceding the due date in the Due Period in which such
purchase occurs. Rather than repurchase the Defective Loan as provided
above, the Seller may remove such Defective Loan (a "Deleted Mortgage Loan")
from the Trust Fund and substitute in its place another Mortgage Loan of like
kind (a "Replacement Mortgage Loan"); provided, however, that such
substitution is permitted only within two years after the Closing Date and
may not be made unless an opinion of counsel is provided to the effect that
such substitution would not disqualify the Trust Fund as a REMIC or result in
a prohibited transaction tax under the Code. Any Replacement Mortgage Loan
generally will, on the date of substitution, among other characteristics set
forth in the Pooling and Servicing Agreement, (i) have a Loan Balance, after
deduction of the principal portion of the scheduled payment due in the Due
Period during which such substitution occurred, not in excess of, and not
substantially less than the Loan Balance of the Deleted Mortgage Loan (the
amount of any shortfall to be deposited by the Seller in the Collection
Account not later than the succeeding Determination Date and held for
distribution to the holders of the Certificates on the related Distribution
Date), (ii) have a Mortgage Rate not less than (and not more than one
percentage point greater than) the Mortgage Rate of the Deleted Mortgage
Loan, (iii) have a Combined Loan-to-Value Ratio not higher than that of the
Deleted Mortgage Loan, (iv) have a remaining term to maturity not more than
two years greater than, nor more than two years less than, that of the
Deleted Mortgage Loan, (v) have the same or lower credit risk, as measured by
credit risk category under the Seller's underwriting guidelines and (vi)
comply with all of the representations and warranties set forth in the
Pooling and Servicing Agreement as of the date of substitution. This cure,
repurchase or substitution obligation constitutes the sole remedy available
to the holders of the Offered Certificates or the Trustee for omission of, or
a material defect in, a Mortgage Loan document.

THE SELLER AND MASTER SERVICER

The information set forth in the following paragraphs has been provided
by the Seller and the Master Servicer. None of the Depositor, the Trustee,
the Subservicer or any of their respective affiliates has made or will make
any representation as to the accuracy or completeness of such information.

New Century Mortgage Corporation (the "Company"), a wholly-owned
subsidiary of New Century Financial Corporation ("NCFC"), is a consumer
finance and mortgage banking company that originates, sells and services
first and second mortgage loans and other consumer loans. The Company
emphasizes the origination of mortgage loans that are commonly referred to as
non-conforming "B&C" loans. The Company commenced lending operations on
February 26, 1996. It is headquartered in Newport Beach, California.

NCFC announced that it completed an initial public offering of 3,500,000
shares of common stock at a price of $11.00 per share pursuant to a
prospectus dated as of June 25, 1997. Net proceeds to NCFC after deducting
offering expenses were approximately $31,000,000. Upon completion of the
initial public offering, NCFC had 14,108,324 shares outstanding.

From February 26, 1996 through June 30, 1997, the Company originated
approximately $1,040.5 million in mortgage loans, including $433.0 million in
the quarter ended June 30, 1997. As of June 30, 1997, approximately $853.8
million of these loans had been sold, mostly on a servicing-released basis,
with approximately $331.3 million of these loans being sold through
securitization.

As of June 30, 1997, the Company had opened retail and wholesale branch
offices in the states of Arizona, California, Colorado, Florida, Georgia,
Hawaii, Illinois, Indiana, Iowa, Minnesota, Missouri, Montana, Nevada, New
Mexico, Ohio, Oregon, Pennsylvania, Texas, Utah, Washington and Wisconsin,
and was originating mortgage loans through 3 regional operating centers, 22
wholesale sales offices and 44 retail sales offices. As of June 30, 1997, the
Company had approximately 623 employees.

THE COMPANY COMMENCED LENDING OPERATIONS IN FEBRUARY 1996. ACCORDINGLY,
THE COMPANY HAS NO REPRESENTATIVE HISTORICAL DELINQUENCY, BANKRUPTCY,
FORECLOSURE OR DEFAULT EXPERIENCE THAT MAY BE REFERRED TO FOR PURPOSES OF
ESTIMATING FUTURE DELINQUENCY AND LOSS EXPERIENCE OF THE MORTGAGE LOANS.

THE SUBSERVICER

The information set forth in the following paragraphs has been provided
by the Subservicer. None of the Depositor, the Master Servicer, the Trustee
or any of their respective affiliates has made or will make any
representation as to the accuracy or completeness of such information.

Advanta Mortgage Corp. USA (the "Subservicer" or "Advanta") will act as
the subservicer for the Mortgage Loans. The Subservicer is an indirect
subsidiary of Advanta Corp., a Delaware corporation ("Advanta Parent"), a
publicly-traded company based in Horsham, Pennsylvania with assets as of June
30, 1997 of approximately $6.5 billion. Advanta Parent, through its
subsidiaries (including the Subservicer) managed assets (including mortgage
loans) in excess of $20.6 billion as of June 30, 1997.

On March 17, 1997, Advanta Parent issued a press release (the "Press
Release"), announcing that it expected to report 1997 results well below
previous expectations. The Press Release stated that for the first quarter,
Advanta Parent expected to report a loss of approximately $20 million
compared to earnings of $41 million in the first quarter of 1996. On April
16, 1997, Advanta Parent reported a loss of $19.8 million for the first
quarter of 1997. The losses are attributed to a number of factors, including
increases in consumer bankruptcies and charge-offs and lower receivables
balances than originally anticipated in its credit card business. On July 16,
1997, Advanta Parent reported net income of $5.4 million for the second
quarter of 1997, compared to net income of $45.1 million for the second
quarter of 1996. Advanta Parent has retained BT Wolfensohn, a division of
the Bankers Trust New York Corporation, to explore all strategic alternatives
that build upon the historic strength and success of the company as a whole
and of its business units, including the Subservicer, with the aim of
maximizing the company's value for its shareholders and other constituents.
The strategic alternatives which might be considered include, but are not
limited to, a strategic alliance with another company, an alliance or initial
public offering involving one or more of Advanta Parent's operating units or
a merger or sale involving Advanta Parent as a whole. There is no assurance
that any such alterative will be pursued. The result of pursuing such
alternatives may positively or adversely affect the financial ability of the
Subservicer to perform its financial and other obligations or to service the
Mortgage Loans in the Trust Fund.

As of June 30, 1997, the Subservicer and its subsidiaries were servicing
approximately 61,000 mortgage loans that were originated by the Subservicer
representing an aggregate outstanding principal balance of approximately $3.7
billion. The Subservicer also services approximately 110,000 mortgage loans
representing an aggregate outstanding principal balance of approximately $7.5
billion, which loans were not originated by the Subservicer and are being
serviced for third parties on a contract servicing basis.

The Certificates will not represent an interest in or an obligation of,
nor are the Mortgage Loans guaranteed by the Subservicer or Advanta Parent,
nor will the Mortgage Loans be insured or guaranteed by the FDIC or any other
governmental agency or instrumentality.

Delinquency and Loss Experience of the Subservicer. The following
tables set forth information relating to the delinquency, loan loss and
foreclosure experience of the Subservicer for its Owned and Managed Servicing
Portfolio for June 30, 1997 and for each of the four prior years ended
December 31. The Subservicer's "Owned and Managed Servicing Portfolio"
consists of the Subservicer's servicing portfolio of fixed and variable rate
mortgage loans excluding certain loans serviced by the Subservicer that were
not originated or purchased and reunderwritten by the Subservicer or any
affiliate thereof. In addition to the Owned and Managed Servicing Portfolio,
the Subservicer serviced as of June 30, 1997, approximately 110,000 mortgage
loans with an aggregate principal balance as of such date of approximately
$7.5 billion; such loans were not originated by the Subservicer or any
affiliate thereof and are being serviced for third parties on a contract
servicing basis (the "Third-Party Servicing Portfolio"). Mortgage loans such
as the Mortgage Loans in the Trust Fund would be included in the
Subservicer's Third-Party Servicing Portfolio. THE FOLLOWING TABLES, HOWEVER,
PERTAIN ONLY TO THE SUBSERVICER'S OWNED AND MANAGED SERVICING PORTFOLIO, NOT
THE THIRD-PARTY SERVICING PORTFOLIO, AND NO INFORMATION RELATING TO THE
DELINQUENCY, LOAN LOSS AND FORECLOSURE EXPERIENCE OF THE SUBSERVICER FOR ITS
THIRD-PARTY SERVICING PORTFOLIO ARE AVAILABLE.

DELINQUENCY AND FORECLOSURE EXPERIENCE OF THE SUBSERVICER'S
OWNED AND MANAGED SERVICING PORTFOLIO OF MORTGAGE LOANS

<TABLE>
<CAPTION> Six Months
Ending June 30, Year Ending December 31,
------------------ --------------------------------------------------------------------------------
1997 1996 1995 1994 1993
------------------------------------------------------------------------------------------------------
Number Dollar Number Dollar Number Dollar Number Dollar Number Dollar
of Amount of Amount of Amount of Amount of Amount
Loans (000) Loans (000) Loans (000) Loans (000) Loans (000)
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Portfolio 61,010 $3,688,283 43,303 $2,595,981 35,592 $1,797,582 26,446 $1,346,100 25,460 $1,149,864

Delinquency
Percentage/(1)/
30-59 days 2.84% 2.69% 3.07% 2.90% 2.67% 2.44% 2.01% 1.57% 2.43% 2.22%
60-89 days 0.82 0.88 0.85 0.90 0.72 0.71 0.57 0.45 0.77 0.63
90 days or more 1.33 1.73 1.45 1.26 1.69 1.23 1.85 1.51 2.19 2.12
Total 4.99% 5.30% 5.37% 5.06% 5.08% 4.38% 4.43% 3.53% 5.39% 4.97%

Foreclosure Rate/(F2)/ 1.33% 1.51% 1.62% 1.92% 1.29% 1.53% 1.35% 1.38% 1.32% 1.62%

REO Properties/(F3)/ 0.23% -- 0.42% -- 0.52% -- 0.47% -- 0.42% --

</TABLE>
- --------------------
/(1)/ The period of delinquency is based on the number of days payments
are contractually past due. The delinquency statistics for the
period exclude loans in foreclosure.

/(2)/ The "Foreclosure Rate" is the number of mortgage loans or the dollar
amount of mortgage loans in foreclosure as a percentage of the total
number of mortgage loans or the dollar amount of mortgage loans, as
the case may be, as of the date indicated.

/(3)/ REO Properties (i.e., "real estate owned" properties--properties
relating to mortgage foreclosed or for which deeds in lieu of
foreclosure have been accepted, and held by the Subservicer pending
disposition) percentages are calculated using the number of loans,
not the dollar amount.

LOAN LOSS EXPERIENCE OF THE SUBSERVICER'S
OWNED AND MANAGED SERVICING PORTFOLIO OF MORTGAGE LOANS

<TABLE>
<CAPTION> Six Months Ending
June 30, Year Ending December 31,
------------------ --------------------------------------------------------------------
1997 1996 1995 1994 1993
------------------ ----------- ----------- ----------- ---------
(Dollars in thousands)
----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Average amount
outstanding/(1)/ $3,078,712 $2,102,643 $1,540,238 $1,225,529 $1,049,447

Gross losses/(2)/ $7,954 $15,184 $13,978 $20,886 $14,115

Recoveries/(3)/ $21 $117 $148 $179 $123

Net losses/(4)/ $7,933 $15,067 $13,830 $20,707 $13,992

Net losses as a
percentage of
average amount
outstanding 0.52%/(5)/ 0.72% 0.90% 1.69% 1.33%
_____________
/(1)/ The "Average Amount Outstanding" during the period is the arithmetic average of the principal balances of the mortgage
loans outstanding on the last business day of each month during the period.
/(2)/ "Gross Losses" are amounts which have been determined to be uncollectible relating to mortgage loans for each
respective period.
/(3)/ "Recoveries" are recoveries from liquidation proceeds and deficiency judgments.
/(4)/ "Net Losses" represents "Gross Losses" minus "Recoveries".
/(5)/ Based on annualized net losses.

</TABLE>

- ------------
* THE OWNED AND MANAGED PORTFOLIO STATISTICS HAVE BEEN RESTATED TO EXCLUDE
INTEREST ADVANCES ON THE SERVICED PORTFOLIO TO BE CONSISTENT WITH THE
PRESENTATION OF THE OWNED PORTFOLIO.

The Subservicer experienced an increase in the net loss rate on its
Owned and Managed Servicing Portfolio during the period from 1990 through
1994. It believes that such increase was due to four primary factors: the
seasoning of its portfolio, economic conditions, a decline in property values
in certain regions and the acceleration of charge-offs on loans in 1994. In
addition, the level of net losses during such period was negatively impacted
by the performance on its Non-Income Verification ("NIV") loan program. The
net loss rates as a percentage of the average amount outstanding on its Owned
and Managed Servicing Portfolio, excluding NIV loans, are 1.42% and 0.88% for
the periods ending December 31, 1994 and December 31, 1993, respectively.

It is unlikely that the delinquency experience of the Mortgage Loans
comprising the Trust Fund will correspond to the delinquency experience of
the Subservicer's Owned and Managed Servicing Portfolio set forth in the
foregoing tables. The statistics shown above represent the delinquency
experience for the Subservicer's Owned and Managed Servicing Portfolio,
rather than the Third-Party Servicing Portfolio, and the statistics represent
the delinquency experience only for the periods presented, whereas the
aggregate delinquency experience on the Mortgage Loans will depend on the
results obtained over the life of the pool. The Subservicer's Owned and
Managed Servicing Portfolio includes mortgage loans with a variety of payment
and other characteristics (including geographic location) which are not
necessarily representative of the payment and other characteristics of the
Mortgage Loans. The Subservicer's Owned and Managed Servicing Portfolio also
includes mortgage loans underwritten pursuant to guidelines not necessarily
representative of those applicable to the Mortgage Loans. Accordingly, there
can be no assurance that the Mortgage Loans will perform consistent with the
delinquency or foreclosure experience described herein. It should be further
noted that if the residential real estate market should experience an overall
decline in property values, the actual rates of delinquencies and
foreclosures could be higher than those previously experienced by the
Subservicer. In addition, adverse economic conditions may affect the timely
payment by mortgagors of scheduled payments of principal and interest on the
Mortgage Loans and, accordingly, the actual rates of delinquencies and
foreclosures with respect to the Mortgage Loans in the Trust Fund.

THE SUBSERVICING AGREEMENT

Pursuant to the Subservicing Agreement between the Master Servicer and
the Subservicer, the Subservicer will service the Mortgage Loans. The terms
and conditions of the Subservicing Agreement are consistent with and do not
violate the provisions of the Pooling and Servicing Agreement. The
Subservicing Agreement does not relieve the Master Servicer from any of its
obligations to service the Mortgage Loans in accordance with the terms and
conditions of the Pooling and Servicing Agreement. In the event the Master
Servicer is terminated for reasons unrelated to the performance of the
Subservicer, subject to certain conditions, the Subservicer will be appointed
successor Master Servicer.

Upon the occurrence and continuation of certain events, the Master
Servicer, if a Subservicer Event of Default has occurred under the
Subservicing Agreement, may remove the Subservicer. A "Subservicer Event of
Default" under the Subservicing Agreement includes, but is not limited to (i)
the Subservicer's failure to deliver funds or make payments when due, failure
to perform any other obligation of the Subservicer under the Subservicing
Agreement or failure to cure a breach of a representation or warranty by the
Subservicer which materially and adversely affects the interests of the
Certificateholders, in each case subject to specified cure periods following
notice of any such failure; or (ii) the Subservicer's commencement, or the
commencement against it without prompt discharge, of bankruptcy or similar
proceedings jeopardizing or eliminating the ability of the Subservicer to pay
or otherwise discharge its obligations.

If the Subservicer is removed or resigns, the successor to the
Subservicer, which may be the Master Servicer or another subservicer, shall
be selected by the Master Servicer.

THE TRUSTEE

First Trust National Association, a national banking association, will
act as Trustee for the Certificates pursuant to the Pooling and Servicing
Agreement. The Trustee's offices for notices under the Pooling and Servicing
Agreement are located at 180 East Fifth Street, St. Paul, Minnesota 55101,
and its telephone number is (800) 934-6802.

The principal compensation to be paid to the Trustee in respect of its
obligations under the Agreement will be equal to accrued interest at the
Trustee Fee Rate of 0.0125% per annum on the aggregate Loan Balance of the
Mortgage Loans.

SERVICING COMPENSATION AND PAYMENT OF EXPENSES

The Master Servicer will be paid a monthly fee from interest collected
with respect to each Mortgage Loan (as well as from any liquidation proceeds
from a Liquidated Mortgage Loan that are applied to accrued and unpaid
interest) equal to one-twelfth of the Loan Balance thereof multiplied by the
Servicing Fee Rate (such product, the "Servicing Fee"). The "Servicing Fee
Rate" for each Mortgage Loan will equal 0.50% per annum. The amount of the
monthly Servicing Fee is subject to adjustment with respect to prepaid
Mortgage Loans, as described herein under "--Adjustment to Servicing Fee in
Connection with Certain Prepaid Mortgage Loans." The Master Servicer is also
entitled to receive, as additional servicing compensation, amounts in respect
of all late payment fees, assumption fees and other similar charges and all
reinvestment income earned on amounts on deposit in the Collection Account
and the Certificate Account. The Master Servicer is obligated to pay certain
ongoing expenses associated with the Mortgage Loans and incurred by the
Trustee in connection with its responsibilities under the Pooling and
Servicing Agreement.

ADJUSTMENT TO SERVICING FEE IN CONNECTION WITH CERTAIN PREPAID MORTGAGE LOANS

When a borrower prepays all or a portion of a Mortgage Loan between
scheduled monthly payment dates (each, a "due date"), the borrower pays
interest on the amount prepaid only to the date of prepayment. This results
in a shortfall in the collection of interest on the Mortgage Loan, as
compared with the interest that would otherwise have been collected and
available for distribution to Certificateholders. In order to mitigate the
effect of any such shortfall in interest distributions to holders of the
Offered Certificates on any Distribution Date (a "Prepayment Interest
Shortfall"), the amount of the Servicing Fee otherwise payable to the Master
Servicer for such month shall, to the extent of such shortfall, be deposited
by the Master Servicer in the Collection Account for distribution to holders
of the Offered Certificates on such Distribution Date. However, any such
reduction in the Servicing Fee will be made only to the extent of the
Servicing Fee otherwise payable to the Master Servicer with respect to
payments on the Mortgage Loans received during the Due Period to which such
Distribution Date relates. Any such deposit by the Master Servicer will be
reflected in the distributions to holders of the Offered Certificates made on
the Distribution Date on which the Principal Prepayment received would be
distributed. See "Description of the Certificates--Example of Distributions"
herein.

ADVANCES

Subject to the following limitations, the Master Servicer will be
obligated to advance or cause to be advanced on or before each Distribution
Date its own funds, or funds in the Collection Account that constitute
amounts held for future distribution, in an amount equal to the aggregate of
all payments of principal and interest, net of the Servicing Fee, that were
due during the related Due Period on the Mortgage Loans and that were
delinquent on the related Determination Date, plus certain amounts
representing assumed payments not covered by any current net income on the
Mortgaged Properties acquired through foreclosure or deed in lieu of
foreclosure (any such advance, an "Delinquency Advance").

Delinquency Advances are required to be made only to the extent they are
deemed by the Master Servicer to be recoverable from related late
collections, insurance proceeds or liquidation proceeds. The purpose of
making such Delinquency Advances is to maintain a regular cash flow to the
Certificateholders, rather than to guarantee or insure against losses. The
Master Servicer will not be required to make any Delinquency Advances with
respect to reductions in the amount of the monthly payments on the Mortgage
Loans due to bankruptcy proceedings or the application of the Civil Relief
Act.

All Delinquency Advances will be reimbursable to the Master Servicer
from late collections, insurance proceeds and liquidation proceeds from the
Mortgage Loan as to which such unreimbursed Delinquency Advance was made. In
addition, any Delinquency Advances previously made in respect to any Mortgage
Loan that are at any time deemed by the Master Servicer to be nonrecoverable
from related late collections, insurance proceeds or liquidation proceeds may
be reimbursed to the Master Servicer out of any funds in the Collection
Account prior to the distributions on the Certificates. In the event the
Master Servicer fails in its obligation to make any such Delinquency Advance,
the Trustee will be obligated to make any such Delinquency Advance, to the
extent required in the Pooling and Servicing Agreement.

DESCRIPTION OF THE CERTIFICATES

GENERAL

The Offered Certificates will be issued pursuant to a Pooling and
Servicing Agreement, dated as of September 1, 1997 (the "Pooling and
Servicing Agreement"), among the Depositor, the Seller, the Master Servicer
and the Trustee. Set forth below are summaries of the specific terms and
provisions pursuant to which the Offered Certificates will be issued. The
following summaries do not purport to be complete and are subject to, and are
qualified in their entirety by reference to, the provisions of the Pooling
and Servicing Agreement. When particular provisions or terms used in the
Pooling and Servicing Agreement are referred to, the actual provisions
(including definitions of terms) are incorporated by reference.

New Century Home Equity Loan Trust, Series 1997-NC5 will consist of
(i) the Class A-1 Certificates, Class A-2 Certificates, Class A-3
Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-6
Certificates and Class A-7IO Certificates (collectively, the "Senior
Certificates"), (ii) the Class M-1 Certificates and the Class M-2
Certificates (collectively, the "Mezzanine Certificates"), (iii) the Class B
Certificates (the "Subordinate Certificates" and, together with the Senior
Certificates and the Mezzanine Certificates, the "Offered Certificates") and
(iv) the Class R Certificates (the "Residual Certificates"). The Offered
Certificates and the Residual Certificates are collectively referred to
herein as the "Certificates." The Residual Certificates do not have a
principal balance and will evidence a residual interest in the Trust Fund.

The Offered Certificates will have Original Certificate Principal
Balances or an initial Certificate Notional Balance (in the case of the Class
A-7IO Certificates) specified on the cover hereof or described herein and,
together with the Residual Certificates, will evidence the entire beneficial
ownership interest in the Trust Fund. The aggregate of the Original
Certificate Principal Balances of the Offered Certificates is $165,000,000.
The Class A-7IO Certificates have no principal balance and accrue interest on
a notional balance (the "Certificate Notional Balance") equal to the
aggregate Loan Balance of the Mortgage Loans then outstanding. The initial
Certificate Notional Balance of the Class A-7IO Certificates will be equal to
the Initial Cut-Off Date Pool Balance; thereafter, the Certificate Notional
Balance of the Class A-7IO Certificates will increase to the extent of the
aggregate of the Cut-Off Date Loan Balances of any Subsequent Mortgage Loans
before declining as described herein.

The Offered Certificates will be issued in book-entry form as described
below. The Offered Certificates will be issued in minimum dollar
denominations or notional balances of $100,000 and integral multiples of
$1,000 in excess thereof (except that one certificate of each class may be
issued in a denomination which is not an integral multiple thereof). The
assumed final maturity dates for the Classes of Offered Certificates are the
applicable Distribution Dates set forth in the table below:

Class Assumed Final Maturity Date
------------------------- ---------------------------
Class A-1 May 25, 2012
Class A-2 July 25, 2018
Class A-3 June 25, 2022
Class A-4 August 25, 2025
Class A-5 October 25, 2028
Class A-6 October 25, 2028
Class A-7IO October 25, 2028
Class M-1 October 25, 2028
Class M-2 October 25, 2028
Class B October 25, 2028

BOOK-ENTRY CERTIFICATES

The Offered Certificates will initially be book-entry certificates (the
"Book-Entry Certificates"). The Book-Entry Certificates will be issued in one
or more certificates, the original aggregate principal balances of which will
equal the Original Certificate Principal Balance or the initial Certificate
Notional Balance (in the case of the Class A-7IO Certificates) of each Class
and will be held by a nominee of The Depository Trust Company (together with
any successor depository selected by the Depositor, the "Depository").
Beneficial interests in the Book-Entry Certificates will be held indirectly
by investors through the book-entry facilities of the Depository, as
described herein. The Depositor has been informed by the Depository that its
nominee will be Cede & Co. ("Cede"). Accordingly, Cede is expected to be the
holder of record of the Book-Entry Certificates. Except as described below,
no person acquiring a Book-Entry Certificate (each, a "beneficial owner" or
"Certificate Owner") will be entitled to receive a physical certificate
representing such Certificate (a "Definitive Certificate") except in the
event Definitive Certificates are issued under the limited circumstances
described herein.

The beneficial owner's ownership of a Book-Entry Certificate will be
recorded on the records of the brokerage firm, bank, thrift institution or
other financial intermediary (each, a "Financial Intermediary") that
maintains the beneficial owner's account for such purpose. In turn, the
Financial Intermediary's ownership of such Book-Entry Certificate will be
recorded on the records of the Depository (or of a participating firm that
acts as agent for the Financial Intermediary, whose interest will in turn be
recorded on the records of the Depository, if the beneficial owner's
Financial Intermediary is not a Depository participant). Therefore, the
beneficial owner must rely on the foregoing procedures to evidence its
beneficial ownership of a Book-Entry Certificate. Beneficial ownership of a
Book-Entry Certificate may be transferred only in compliance with the
procedures of such Financial Intermediaries and Depository participants.

The Depository, which is a New York-chartered limited purpose trust
company, performs services for its participants, some of which (and/or their
representatives) own the Depository. In accordance with its normal
procedures, the Depository is expected to record the positions held by each
Depository participant in the Book-Entry Certificates, whether held for its
own account or as a nominee for another person. In general, beneficial
ownership of the Book-Entry Certificates will be subject to the rules,
regulations and procedures governing the Depository and Depository
participants as in effect from time to time.

Distributions on the Book-Entry Certificates will be made on each
Distribution Date by the Trustee to the Depository. The Depository will be
responsible for crediting the amount of such payments to the accounts of the
applicable Depository participants in accordance with the Depository's normal
procedures. Each Depository participant will be responsible for disbursing
such payments to the beneficial owners of the Book-Entry Certificates that it
represents and to each Financial Intermediary for which it acts as agent.
Each such Financial Intermediary will be responsible for disbursing funds to
the beneficial owners of the Book-Entry Certificates that it represents.

Under a book-entry format, beneficial owners of the Book-Entry
Certificates may experience some delay in their receipt of payments, since
such payments will be forwarded by the Trustee to Cede. None of the
Depositor, the Seller, the Master Servicer or the Trustee is responsible or
liable for such delays in the application of such payments to such beneficial
owners. Because the Depository can only act on behalf of Financial
Intermediaries, the ability of a beneficial owner to pledge Book-Entry
Certificates to persons or entities that do not participate in the Depository
system, or otherwise take actions in respect of the Book-Entry Certificates,
may be limited due to the absence of physical certificates for the Book-Entry
Certificates. In addition, issuance of the Book-Entry Certificates in book-
entry form may reduce the liquidity of such Certificates in the secondary
market since certain potential investors may be unwilling to purchase
Certificates for which they cannot obtain physical certificates.

Unless and until Definitive Certificates are issued, it is anticipated
that the only "Certificateholder" of the Book-Entry Certificates within the
meaning of the Pooling and Servicing Agreement will be Cede, as nominee of
the Depository. Beneficial owners of the Book-Entry Certificates will not be
"Certificateholders," as that term is used in the Pooling and Servicing
Agreement. Beneficial owners are only permitted to exercise the rights of
Certificateholders indirectly through Financial Intermediaries and the
Depository. Reports on the Trust Fund provided by the Master Servicer to
Cede, as nominee of the Depository, may be made available to beneficial
owners upon request, in accordance with the rules, regulations and procedures
creating and affecting the Depository, and to the Financial Intermediaries to
whose Depository accounts the Book-Entry Certificates of such beneficial
owners are credited.

The Depository has advised the Depositor and the Trustee that, unless
and until Definitive Certificates are issued, the Depository will take any
action permitted to be taken by the holders of the Book-Entry Certificates
under the Pooling and Servicing Agreement only at the direction of one or
more Financial Intermediaries to whose Depository accounts the Book-Entry
Certificates are credited, to the extent that such actions are taken on
behalf of Financial Intermediaries whose holdings include such Book-Entry
Certificates.

Definitive Certificates will be issued to beneficial owners of the Book-
Entry Certificates, or their nominees, rather than to the Depository, only if
(a) the Depositor advises the Trustee in writing that the Depository is no
longer willing, qualified or able to discharge properly its responsibilities
as nominee and depository with respect to the Book-Entry Certificates and the
Depositor or the Trustee is unable to locate a qualified successor; (b) the
Depositor, at its sole option, advises the Trustee that it elects to
terminate a book-entry system through the Depository; or (c) beneficial
owners of the Book-Entry Certificates having not less than 51% of the Voting
Rights evidenced by the Book-Entry Certificates advise the Trustee and the
Depository through the Financial Intermediaries in writing that the
continuation of a book-entry system with respect to such Book-Entry
Certificates through the Depository (or a successor thereto) is no longer in
the best interests of beneficial owners.

Upon the occurrence of any of the events described in the immediately
preceding paragraph, the Trustee will be required to notify all beneficial
owners of the Book-Entry Certificates through the Depository of the
occurrence of such event and the availability of Definitive Certificates.
Upon surrender by the Depository of the global certificate or certificates
representing the Book-Entry Certificates and instructions for re-
registration, the Trustee will issue the Definitive Certificates, and
thereafter the Trustee will recognize the holders of such Definitive
Certificates as Certificateholders under the Pooling and Servicing Agreement.

DISTRIBUTIONS

Distributions on the Offered Certificates will be made by the Trustee on
the 25th day of each month, or if such day is not a Business Day, on the
first Business Day thereafter, commencing in October 1997 (each, a
"Distribution Date"), to the persons in whose names such Certificates are
registered at the close of business on the last Business Day of the month
preceding the month of the related Distribution Date (each, a "Record Date").

DEPOSITS INTO THE COLLECTION ACCOUNT

The Master Servicer shall establish or cause to be established and,
initially, maintain an account (the "Collection Account") on behalf of the
Trustee for the benefit of the Certificateholders. Within two business days
after receipt (or, if applicable, on or prior to such other date as may be
specified in the Pooling and Servicing Agreement), the Master Servicer will
remit to the Trustee (or, in the event the Collection Account is maintained
with another institution pursuant to the Pooling and Servicing Agreement, to
such institution) for deposit into the Collection Account the following
payments and collections received or made by it subsequent to the applicable
Cut-Off Date (to the extent not applied in computing the applicable Cut-Off
Date Loan Balance) or received prior to the applicable Cut-Off Date but due
the Trust Fund:

(i)(a) all payments on account of scheduled principal, and (b) all
Principal Prepayments, in each case on the Mortgage Loans;

(ii) all payments on account of interest on the Mortgage Loans
(net of the related Servicing Fee) that are due subsequent to the
applicable Cut-Off Date;

(iii) with respect to any Mortgage Loan, all proceeds of any
related insurance policies (to the extent such proceeds are not applied
to the restoration of the related Mortgaged Property or released to the
related Mortgagor in accordance with either the Master Servicer's or the
Subservicer's normal servicing procedures) ("Insurance Proceeds"), and
all other cash amounts received either (a) through eminent domain or
condemnation with respect to the Mortgaged Properties or (b) in
connection with the liquidation of defaulted Mortgage Loans
("Liquidation Proceeds"), together with the net proceeds on a monthly
basis received with respect to any Mortgaged Properties acquired by the
Master Servicer by foreclosure, deed in lieu of foreclosure or
otherwise, net of the sum of (A) all unreimbursed Servicing Advances (as
defined in the Pooling and Servicing Agreement) and unreimbursed
Delinquency Advances, if any, with respect to such Mortgage Loan, (B)
all accrued interest on such Mortgage Loan at the applicable Net
Mortgage Rate from the Due Date as to which interest was last paid by
the related Mortgagor through the due date in the Due Period relating to
the Distribution Date in which such proceeds are required to be
distributed on such Mortgage Loan (to the extent not already covered in
(A) above), (C) all accrued and unpaid Servicing Fees, if any, and (D)
without duplication, liquidation expenses.

(iv) all payments made by the Master Servicer in respect of
Prepayment Interest Shortfalls;

(v) any amount required to be deposited by the Master Servicer in
connection with any losses on investment of funds in the Collection
Account;

(vi) any amounts required to be deposited by the Master Servicer
with respect to any deductible clause in any blanket hazard insurance
policy maintained by the Master Servicer in lieu of requiring each
Mortgagor to maintain a primary hazard insurance policy;

(vii) all proceeds of any Mortgage Loans or property acquired in
respect of Mortgage Loans through foreclosure and purchased by the
Seller or the Master Servicer and all amounts required to be deposited
in connection with shortfalls in the principal amount of Replacement
Mortgage Loans;

(viii) all prepayment penalties, if any, collected during the
related Due Period;

(ix) the amount of any Delinquency Advances to be deposited to the
Collection Account pursuant to the Pooling and Servicing Agreement; and

(x) all amounts required to be deposited therein in respect of
repurchases of Mortgage Loans as provided in the Pooling and Servicing
Agreement.

WITHDRAWALS FROM THE COLLECTION ACCOUNT

The Master Servicer, or the Trustee at the written request of the Master
Servicer, will withdraw funds from the Collection Account for the following
purposes:

(i) to deposit into the Certificate Account prior to 3:00 p.m.,
New York time, on the Servicer Remittance Date immediately preceding
each Distribution Date (after having received Delinquency Advances for
such period) the related Interest Remittance Amount and the related
Principal Remittance Amount, net of amounts to be paid as follows:

(A) to pay to the Master Servicer or the Seller, as the case
may be, with respect to each Mortgage Loan that has
previously been purchased or replaced pursuant to the
Pooling and Servicing Agreement all amounts received thereon
in any month subsequent to the month of such purchase or
substitution, as the case may be;

(B) to reimburse the Master Servicer for any Delinquency
Advance or Servicing Advance previously made that the
Master Servicer has determined to be a nonrecoverable
Delinquency Advance or a nonrecoverable Servicing Advance;

(C) to reimburse the Seller, the Depositor and the Master
Servicer for certain losses, liabilities, costs and expenses
reimbursable to them pursuant to the Pooling and Servicing
Agreement;

(ii) to pay to the Master Servicer in respect to any Mortgage
Loan (x) all recovered and previously unreimbursed Delinquency Advances
and Servicing Advances (but only to the extent received from the related
Mortgagor) and (y) any interest or investment income earned on funds
deposited in the Collection Account (net of investment losses);

(iii) to reimburse the Master Servicer or the Trustee, as the
case may be, for expenses reasonably incurred in respect of any breach
or defect giving rise to a repurchase obligation under the Pooling and
Servicing Agreement, including any expenses arising out of the
enforcement of the purchase obligation, but only to the extent included
in the related purchase price;

(iv) to pay to the Master Servicer the excess, if any, of any
Net Recovery Proceeds (as defined in the Pooling and Servicing
Agreement) over the Loan Balance of the related Mortgage Loan, to the
extent any such excess was deposited into the Collection Account;

(v) to withdraw any amount not required to be deposited into the
Collection Account, which amount shall include all interest payments as
to which the related Due Date occurs on or prior to the applicable Cut-
Off Date;

(vi) to clear and terminate the Collection Account pursuant to
the Pooling and Servicing Agreement upon the termination of the Trust
Fund; and

(vii) in the event of a prepayment or satisfaction of a Mortgage
Loan, to pay the refunds and expenses to which the Mortgagor is entitled
as set forth on requests submitted by the Master Servicer.

DEPOSITS INTO THE CERTIFICATE ACCOUNT

The Trustee shall maintain a certificate account (the "Certificate
Account") on behalf of the registered holders of the Certificates. The
Trustee shall, promptly upon receipt, deposit into the Certificate Account
and retain therein the following:

(i) the amounts withdrawn from the Collection Account as described
under clause (i) under "-Withdrawals from the Collection Account" above;

(ii) any amount received by the Trustee in connection with a
termination of the Trust Fund in accordance with the Pooling and
Servicing Agreement;

(iii) any amount received from the Master Servicer and required to
be deposited therein in respect of losses on investment of funds in the
Certificate Account; and

(iv) the amount, if any, required to be withdrawn from either the
Pre-Funding Account or the Capitalized Interest Account in respect of
such Distribution Date.

WITHDRAWALS FROM THE CERTIFICATE ACCOUNT

The Trustee will withdraw funds from the Certificate Account and apply
them not later than 1:00 p.m. New York time on each Distribution Date in the
following order of priority:

(i) first, to pay the Trustee the Trustee Fee for such Distribution
Date;

(ii) second, to pay to the Master Servicer any interest or
investment income earned on funds deposited in the Certificate Account
(net of investment losses); and

(iii) third, any remaining amounts then on deposit in the
Certificate Account, to make distributions to the Certificateholders as
described under "--Allocation of Available Funds" below.

PRE-FUNDING ACCOUNT

On the Closing Date, the Seller will deposit approximately $40,097,965
(the "Pre-Funded Amount") into an account (the "Pre-Funding Account"), to be
maintained by and in the name of the Trustee as part of the Trust Fund for
the benefit of the holders of the Certificates. The Pre-Funding Account will
be used to acquire Subsequent Mortgage Loans during the period beginning on
the Closing Date and generally terminating on the earlier to occur of (i) the
date on which the amount on deposit in the Pre-Funding Account (exclusive of
any investment earnings) is less than $100,000 and (ii) November 1, 1997 (the
"Funding Period"). The Pre-Funded Amount will be reduced during the Funding
Period by the amount thereof used to purchase Subsequent Mortgage Loans in
accordance with the Pooling and Servicing Agreement. Any Pre-Funded Amount
remaining at the end of the Funding Period (the "Unutilized Funding Amount")
will be distributed to holders of certain Classes of Certificates on the
Distribution Date immediately following the Due Period in which the end of
the Funding Period occurs, in reduction of the related Certificate Principal
Balances, thus resulting in an unscheduled distribution of principal in
respect of such Classes of Certificates on such date. The manner in which
the Unutilized Funding Amount is allocated to the Certificates will depend on
its size. If the Unutilized Funding Amount equals or exceeds $100,000,
holders of the Certificates will be entitled to a pro rata distribution of
such Unutilized Funding Amount, on the basis of the respective Original
Certificate Principal Balances of such classes. If the Unutilized Funding
Amount is less than $100,000, it will be distributed pursuant to the
allocation of the Regular Principal Distribution Amount for the related
Distribution Date, as described in "-- Allocation of Available Funds" below.

Amounts on deposit in the Pre-Funding Account will be invested in
Eligible Investments (as defined in the Pooling and Servicing Agreement).
All interest and any other investment earnings on amounts on deposit in the
Pre-Funding Account will be deposited in the Certificate Account. The Pre-
Funding Account will not be an asset of the REMIC. For federal income tax
purposes, the Pre-Funding Account will be owned by and all investment
earnings on amounts in the Pre-Funding Account shall be taxable to the
Seller.

CAPITALIZED INTEREST ACCOUNT

On the Closing Date the Seller will deposit into an account (the
"Capitalized Interest Account"), to be maintained with and in the name of the
Trustee as part of the Trust Fund for the benefit of the holders of the
Certificates, a portion of the proceeds of the sale of the Certificates. The
amount deposited therein will be used by the Trustee on the Distribution
Dates in October and November 1997 to cover shortfalls in interest on the
Certificates that may arise as a result of the utilization of the Pre-Funding
Account for the purchase by the Trust Fund of Subsequent Mortgage Loans after
the Closing Date. Any amounts remaining in the Capitalized Interest Account
at the end of the Funding Period which are not needed to cover shortfalls on
the related Distribution Dates are required to be paid directly to the
Seller. The Capitalized Interest Account will not be an asset of the REMIC.
For federal income tax purposes, the Capitalized Interest Account will be
owned by and all investment earnings on amounts in the Capitalized Interest
Account will be taxable to the Seller.

ALLOCATION OF AVAILABLE FUNDS

Distributions to holders of each class of Offered Certificates will be
made on each Distribution Date from Available Funds. "Available Funds" as of
any Distribution Date are the aggregate amount on deposit in the Distribution
Account relating to the Mortgage Loans after 1:00 p.m. New York time on such
Distribution Date (excluding the portion thereof, if any, consisting of any
net investment earnings).

On each Distribution Date, the Trustee will withdraw from the
Certificate Account Available Funds then on deposit therein and will
distribute the same in the following order of priority:

(A) concurrently, to each Class of Senior Certificates, the
Interest Distributable Amount for such Class for such Distribution Date
(any insufficiency being allocated among the Classes of Senior
Certificates in proportion to such Classes' respective Interest
Distributable Amounts for such Distribution Date);

(B) sequentially, to the Class M-1, Class M-2 and Class B
Certificates, in that order, the related Monthly Interest Distributable
Amount for such Distribution Date;

(C) on the Distribution Date immediately following the Due Period
in which the end of the Funding Period occurs, the Pro Rata Pre-Funding
Distribution Amount, if any, to the Certificates, pro rata, on the basis
of their respective Original Certificate Principal Balances;

(D) from the lesser of (x) that portion of such Available Funds
remaining after making the distributions in paragraphs (A), (B) and (C)
above and (y) the Regular Principal Distribution Amount:

(i) to the Class A-6 Certificates, the Class A-6 Priority
Distribution Amount up to the amount necessary to reduce the
Certificate Principal Balance of the Class A-6 Certificates to zero;

(ii) sequentially, to the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5 and Class A-6 Certificates, in that order,
until the respective Certificate Principal Balances thereof are
reduced to zero, the amount necessary to reduce the Aggregate Senior
Certificate Principal Balance (after giving effect to any reduction
thereof on such Distribution Date pursuant to paragraph (C) and
clause (D)(i) above) to the related Senior Optimal Principal Balance
for such Distribution Date;

(iii) sequentially, to the Class M-1, Class M-2 and Class B
Certificates, in that order, the amount necessary to reduce the
Certificate Principal Balance of each such Class to the related
Optimal Principal Balance for such Distribution Date;

(E) from the General Excess Available Amount for such Distribution
Date:

(i) the Overcollateralization Deficiency Amount, if any,
payable as follows:

(1) to the Class A-6 Certificates, the Class A-6 Priority
Excess Distribution Amount up to the amount necessary to reduce
the Certificate Principal Balance of the Class A-6 Certificates
(after giving effect to any reduction thereof on such
Distribution Date pursuant to sections (C) and (D) above) to
zero;

(2) sequentially, to the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5 and Class A-6 Certificates, in that order,
until the respective Certificate Principal Balances thereof are
reduced to zero, the amount necessary to reduce the Aggregate
Senior Certificate Principal Balance for the Certificates (after
giving effect to any reduction thereof on such Distribution Date
pursuant to sections (C), (D) and (E)(i)(1) above) to the
related Senior Optimal Principal Balance for such Distribution
Date;

(3) sequentially, to the Class M-1, Class M-2 and Class B
Certificates, in that order, the amount necessary to reduce the
Certificate Principal Balance of each such class (after giving
effect to any reduction thereof on such Distribution Date
pursuant to sections (C) and (D) above) to the related Optimal
Principal Balance for such Distribution Date; or

(ii) to the Class M-1 Certificates, the related Unpaid Interest
Shortfall Amount for such Distribution Date and then the related
Loss Reimbursement Deficiency, if any, for such Distribution Date;

(iii) to the Class M-2 Certificates, the related Unpaid
Interest Shortfall Amount for such Distribution Date and then the
related Loss Reimbursement Deficiency, if any, for such Distribution
Date; and

(iv) to the Class B Certificates, the related Unpaid Interest
Shortfall Amount for such Distribution Date and then the related
Loss Reimbursement Deficiency, if any, for such Distribution Date.

As more fully described in the Pooling and Servicing Agreement, any
remaining Available Funds for such Distribution Date then on deposit in the
Certificate Account will be distributed to the Master Servicer, in payment of
unpaid servicing fees and reimbursement of certain outstanding Delinquency
Advances, and then to holders of the Residual Certificates.

Notwithstanding the foregoing, if the Certificate Principal Balance of
the Senior Certificates on any Distribution Date would exceed the aggregate
Loan Balance of the related Mortgage Loans in the Trust Fund after giving
effect to distributions to be made on such Distribution Date (a "Senior Class
Subordination Deficit"), then all amounts distributable as principal of the
Senior Certificates on such Distribution Date will be allocated concurrently
to the outstanding classes of Senior Certificates, pro rata, on the basis on
their respective Certificate Principal Balances.

DEFINITIONS

The "Accrual Period" for the Offered Certificates (other than the Class
A-1 Certificates) for a given Distribution Date will be the calendar month
preceding the month of such Distribution Date and will be calculated based on
a 360-day year consisting of twelve 30-day months. The "Accrual Period" for
the Class A-1 Certificates for a given Distribution Date will be the actual
number of days (based on a 360-day year) included in the period commencing on
the immediately preceding Distribution Date and ending on the day immediately
preceding such Distribution Date; provided, however, that the initial Accrual
Period for the Class A-1 Certificates will be the actual number of days
included in the period commencing on the Closing Date and ending on and
including October 26, 1997.

The "Allocable Loss Amount" with respect to each Distribution Date means
the excess, if any, of (a) the aggregate of the Certificate Principal
Balances of all Classes of Offered Certificates (after giving effect to all
distributions on such Distribution Date) over (b) the aggregate Loan Balance
of the Mortgage Loans in the Trust Fund as of the related Due Date.

The "Aggregate Senior Certificate Principal Balance" means, with respect
to any Distribution Date, the aggregate of the Certificate Principal Balances
of the Senior Certificates.

The "Call Option Date" is the first Distribution Date on which the
aggregate Loan Balance of the Mortgage Loans in the Trust Fund is less than
or equal to 10% of the Maximum Collateral Amount.

The "Certificate Notional Balance" of the Class A-7IO Certificates, as
of any Distribution Date, will be equal to the aggregate of the Loan Balances
of the Mortgage Loans as of the second preceding Due Date.

The "Certificate Principal Balance" of any Class of Offered
Certificates, as of any Distribution Date, will be equal to the Certificate
Principal Balance thereof on the Closing Date (the "Original Certificate
Principal Balance") reduced by the sum of (i) all amounts actually
distributed in respect of principal of such Class on all prior Distribution
Dates and (ii) with respect to any Mezzanine Certificates and the Subordinate
Certificates, all related Allocable Loss Amounts applied in reduction of
principal of such Certificates on all prior Distribution Dates.

The "Class A-6 Priority Excess Distribution Amount" with respect to any
Distribution Date is the lesser of (A) the product of (x) the applicable
Class A-6 Priority Percentage for such Distribution Date and (y) the Class
A-6 Pro Rata Excess Distribution Amount for such Distribution Date and (B)
the least of (x) General Excess Available Amount, (y) the amount, if any, by
which the Aggregate Senior Certificate Principal Balance (after giving effect
to any reduction thereof pursuant to sections (C) and (D) under "--Allocation
of Available Funds" above on such Distribution Date) exceeds the Senior
Optimal Principal Balance for such Distribution Date and (z) the
Overcollateralization Deficiency Amount for such Distribution Date.

The "Class A-6 Priority Distribution Amount" with respect to any
Distribution Date is the lesser of (A) the product of (x) the applicable
Class A-6 Priority Percentage for such Distribution Date and (y) the Class
A-6 Pro Rata General Distribution Amount for such Distribution Date and (B)
the Senior Principal Distribution Amount for such Distribution Date.

The "Class A-6 Priority Percentage" with respect to each Distribution
Date is the applicable percentage specified below:

Distribution Date Priority Percentage
----------------- -------------------

October 1997 - September 2000 0%
October 2000 - September 2002 45%
October 2002 - September 2003 80%
October 2003 - September 2004 100%
October 2004 and thereafter 300%

The "Class A-6 Pro Rata Excess Distribution Amount" with respect to any
Distribution Date is an amount equal to the product of (x) a fraction, the
numerator of which is the Certificate Principal Balance of the Class A-6
Certificates immediately prior to such Distribution Date and the denominator
of which is the Aggregate Senior Certificate Principal Balance immediately
prior to such Distribution Date and (y) the least of (1) the General Excess
Available Amount, (2) the amount, if any, by which the Aggregate Senior
Certificate Principal Balance (after giving effect to any reduction thereof
pursuant to sections (C) and (D) under "--Allocation of Available Funds"
above on such Distribution Date) exceeds the Senior Optimal Principal Balance
for such Distribution Date and (3) the Overcollateralization Deficiency
Amount for such Distribution Date.

The "Class A-6 Pro Rata General Distribution Amount" with respect to any
Distribution Date is an amount equal to the product of (x) a fraction, the
numerator of which is the Certificate Principal Balance of the Class A-6
Certificates immediately prior to such Distribution Date and the denominator
of which is the Aggregate Senior Certificate Principal Balance immediately
prior to such Distribution Date and (y) the Senior Principal Distribution
Amount for such Distribution Date.

The "Class B Optimal Principal Balance" means (i) with respect to any
Distribution Date prior to the Stepdown Date or any Distribution Date on
which a Stepdown Trigger Event has occurred and is continuing, zero, and
(ii) with respect to any other Distribution Date, the aggregate Loan Balance
of the Mortgage Loans in the Trust Fund as of the related Due Date that
precedes such Distribution Date minus the sum of (a) the aggregate of the
Certificate Principal Balances of the Senior Certificates and Mezzanine
Certificates (after taking into account any distributions made on such
Distribution Date in reduction of such Certificate Principal Balances prior
to such determination) and (b) the Overcollateralization Target Amount for
such Distribution Date; provided, however, that the Class B Optimal Principal
Balance shall never be less than zero or greater than the Original
Certificate Principal Balance of the Class B Certificates.

The "Class M-1 Optimal Principal Balance" means (i) with respect to any
Distribution Date prior to the Stepdown Date or any Distribution Date on
which a Stepdown Trigger Event has occurred and is continuing, zero, and
(ii) with respect to any other Distribution Date, the aggregate Loan Balance
of the Mortgage Loans in the Trust Fund as of the related Due Date that
precedes such Distribution Date minus the sum of (i) the aggregate of the
Certificate Principal Balances of the Senior Certificates (after taking into
account any distributions made on such Distribution Date in reduction of the
Certificate Principal Balances of such Classes of Senior Certificates prior
to such determination) and (ii) the greater of (x) the sum of (1) 13.5% of
the Aggregate Loan Balance of the Mortgage Loans in the Trust Fund as of the
related Due Date and (2) the Overcollateralization Target Amount for such
Distribution Date (calculated without giving effect to the proviso in the
definition thereof) and (y) 0.50% of the related Maximum Collateral Amount;
provided however, that the Class M-1 Optimal Principal Balance shall never be
less than zero or greater than the Original Certificate Principal Balance of
the Class M-1 Certificates.

The "Class M-2 Optimal Principal Balance" means (i) with respect to any
Distribution Date prior to the Stepdown Date or any Distribution Date on
which a Stepdown Trigger Event has occurred and is continuing, zero, and
(ii) with respect to any other Distribution Date, the aggregate Loan Balance
of the Mortgage Loans in the Trust Fund as of the related Due Date that
precedes such Distribution Date minus the sum of (i) the aggregate of the
Certificate Principal Balances of the Senior Certificates and the Class M-1
Certificates (after taking into account any distributions made on such
Distribution Date in reduction of such Certificate Principal Balances prior
to such determination) and (ii) the greater of (x) the sum of (1) 7.0% of the
aggregate Loan Balance of the Mortgage Loans in the Trust Fund as of the
related Due Date and (2) the Overcollateralization Target Amount for such
Distribution Date (calculated without giving effect to the proviso in the
definition thereof) and (y) 0.50% of the related Maximum Collateral Amount;
provided, however, that the Class M-2 Optimal Principal Balance shall never
be less than zero or greater than the Original Certificate Principal Balance
of the Class M-2 Certificates.

The "Delinquency Percentage," with respect to any Distribution Date is
the fraction, expressed as a percentage, the numerator of which is the
aggregate of the Loan Balances of all Mortgage Loans in the Trust Fund that
are 60 or more days Delinquent, in foreclosure or relating to REO Properties
as of the related Due Date and the denominator of which is the aggregate Loan
Balance of all Mortgage Loans as of the related Due Date.

A Mortgage Loan is "Delinquent" if any monthly payment due thereon is
not made by the close of business on the day such monthly payment is
scheduled to be due. A Mortgage Loan is "30 days Delinquent" if such
monthly payment has not been received by the close of business on the
corresponding day of the month immediately succeeding the month in which such
monthly payment was due or, if there was no such corresponding day (e.g., as
when a 30-day month follows a 31-day month in which a payment was due on the
31st day of such month), then on the last day of such immediately succeeding
month; and similarly for "60 days Delinquent", etc.

A "Due Date" with respect to any Distribution Date is the first day of
the calendar month in which such Distribution Date occurs.

A "Due Period" (i) with respect to the initial Distribution Date and (a)
any scheduled payments of principal is the period from and including
September 2, 1997 through and including October 1, 1997 and (b) any
unscheduled payments of principal is the period from and including September
2, 1997 through and including September 30, 1997 and (ii) with respect to any
subsequent Distribution Date and (a) any scheduled payments of principal, is
the period beginning on the second day of the month in the month preceding
the Distribution Date and ending on the first day of the month in the month
in which such Distribution Date occurs and (b) any unscheduled payments of
principal, is the calendar month preceding the month in which such
Distribution Date occurs.

The "General Excess Available Amount" means with respect to each
Distribution Date is the amount, if any, by which the Available Funds for
such Distribution Date exceeds the aggregate amount distributed on such
Distribution Date pursuant to sections (A), (B), (C) and (D) under "--
Allocation of Available Funds" above.

The "Interest Distributable Amount" for any Distribution Date and each
Class of Offered Certificates equals the sum of (i) the Monthly Interest
Distributable Amount for such Class for such Distribution Date and (ii) the
Unpaid Interest Shortfall Amount for such Class for such Distribution Date.

The "Interest Remittance Amount" for any Distribution Date and related
Servicer Remittance Date is the aggregate amount of all interest payments due
on the Mortgage Loans during the related Due Period (including the interest
due on any Subsequent Mortgage Loan transferred to the Trust during the
related Due Period which has a due date between the day following the related
Cut-Off Date and the last day of the related Due Period) which were either
collected or advanced, net of the related Servicing Fee thereon, plus, in the
case of the first Distribution Date, the Closing Date Deposit (as defined in
the Pooling and Servicing Agreement), minus the amount, if any, by which (a)
the aggregate of the Prepayment Interest Shortfalls resulting from Principal
Prepayments on the Mortgage Loans during the related Due Period exceeds (b)
the aggregate Servicing Fee received by the Master Servicer with respect to
the related Due Period.

The "Loan Balance" of any Mortgage Loan with respect to any date of
determination is the outstanding scheduled principal balance thereof
calculated in accordance with the terms of the related Mortgage Note, after
giving effect to all payments of scheduled principal due on or prior to such
date of determination, whether or not received on the date of calculation,
and all payments of unscheduled principal received prior to the month of such
date of determination, provided, however, that the Loan Balance for any
Mortgage Loan that has been liquidated through foreclosure sale, trustee's
sale, disposition of the related REO Property or taking of the related
Mortgaged Property by eminent domain shall be zero as of the end of the month
in which such Mortgage Loan becomes liquidated and at all times thereafter.

"Loss Reimbursement Deficiency" means, with respect to any Distribution
Date and the Class M-1 Certificates, Class M-2 Certificates or Class B
Certificates, the amount of Allocable Loss Amounts applied to the reduction
of the Certificate Principal Balance of such Class and not reimbursed
pursuant to "--Allocation of Available Funds" above as of such Distribution
Date.

The "Maximum Collateral Amount" means the sum of (a) the Initial Cut-Off
Date Pool Balance and (b) the Cut-Off Date Loan Balances, of all Subsequent
Mortgage Loans.

The "Monthly Interest Distributable Amount" for any Distribution Date
and each Class of Offered Certificates equals the amount of interest accrued
during the related Accrual Period at the related Pass-Through Rate on the
Certificate Principal Balance or Certificate Notional Balance, as applicable,
of such Class immediately prior to such Distribution Date (or, in the case of
the first Distribution Date, on the Closing Date).

The "Optimal Principal Balance" with respect to any Distribution Date
means the Class B Optimal Principal Balance, Class M-1 Optimal Principal
Balance, Class M-2 Optimal Principal Balance or the Senior Optimal Principal
Balance, as the context requires.

An "Overcollateralization Deficiency Amount" with respect to any
Distribution Date equals the amount, if any, by which the
Overcollateralization Target Amount exceeds the related Overcollateralized
Amount on such Distribution Date (such Overcollateralized Amount to be
calculated after giving effect to all prior distributions on all Classes of
Certificates on such Distribution Date pursuant to sections (A), (B), (C) and
(D) under "--Allocation of Available Funds" above).

The "Overcollateralization Target Amount" means (a) with respect to any
Distribution Date occurring prior to the related Stepdown Date, an amount
equal to (I) 1.25% of the related Maximum Collateral Amount if a Stepup
Trigger Event has not occurred and (II) 1.65% of such Maximum Collateral
Amount if a Stepup Trigger Event has occurred; and (b) with respect to any
Distribution Date on or after such Stepdown Date, an amount equal to (I)
2.50% of the aggregate Loan Balance as of the related Due Date if a Stepup
Trigger Event has not occurred and (II) 3.30% of such aggregate Loan Balance
if a Stepup Trigger Event has occurred; provided, however, that the
Overcollateralization Target Amount shall in no event be less than 0.50% of
the related Maximum Collateral Amount.

The "Overcollateralized Amount" for any Distribution Date is the amount,
if any, by which (i) the aggregate Loan Balance as of the related Due Date
exceeds (ii) the aggregate Certificate Principal Balance of the Offered
Certificates as of such Distribution Date after giving effect to
distributions to be made on such Certificates on such Distribution Date.

A "Principal Prepayment" is any mortgagor payment or other recovery of
principal on a Mortgage Loan that is received in advance of its scheduled due
date and is not accompanied by an amount representing scheduled interest due
on any date or dates in any month or months in or subsequent to the month of
prepayment.

The "Principal Remittance Amount" for any Distribution Date is the sum
of the amounts specified in clause (i)(a), clause (i)(b), clause (iii),
clause (vi), clause (vii), clause (ix) (with respect to the principal portion
of such Delinquency Advances only) and clause (x) under "--Deposits into the
Collection Account" above, in the case of clause (i)(a) to the extent such
amounts relate to scheduled principal payments due during the related Due
Period, or any prior Due Period for which there was no related Delinquency
Advance, and received by the related Determination Date, and, in each other
case, to the extent such amounts relate to principal and are actually
received in the related Due Period.

The "Pro Rata Pre-Funding Distribution Amount" means, as to the
Distribution Date immediately following the Due Period in which the end of
the Funding Period occurs, (i) the Unutilized Funding Amount, if such amount
is greater than or equal to $100,000 and (ii) zero, if such amount is less
than $100,000.

A "Realized Loss" (i) with respect to any defaulted Mortgage Loan that
is finally liquidated (a "Liquidated Loan") is the amount of loss realized
equal to the portion of the Loan Balance remaining unpaid after application
of all amounts recovered (net of amounts reimbursable to the Master Servicer
for related Delinquency Advances, expenses and Servicing Fees) towards
interest and principal owing on the Mortgage Loan and (ii) with respect to
certain Mortgage Loans the principal balances or the scheduled payments of
principal of which have been reduced in connection with bankruptcy
proceedings, the amount of such reduction.

A "Realized Loss Percentage" means, as to any Distribution Date, the
percentage equivalent of a fraction, the numerator of which is the amount of
cumulative Realized Losses on the Mortgage Loans from the Initial Cut-Off
Date through the end of the related Due Period and the denominator of which
is the Maximum Collateral Amount.

The "Regular Pre-Funding Distribution Amount" means, as to the
Distribution Date immediately following the Due Period in which the end of
the Funding Period occurs, (i) the Unutilized Funding Amount, if such amount
is less than $100,000 and (ii) zero, if such amount is greater than or equal
to $100,000.

The "Regular Principal Distribution Amount" means, with respect to any
Distribution Date, an amount equal to the lesser of:

(A) the aggregate of the Certificate Principal Balances of the
Classes of Offered Certificates immediately prior to such Distribution
Date; and

(B) the sum of (i) each scheduled payment of principal due on the
Mortgage Loans during the related Due Period, whether or not received,
(ii) all partial and full principal prepayments of such Mortgage Loans
applied by the Master Servicer during such Due Period, (iii) all amounts
referred to in the definition of "Principal Remittance Amount," other
than amounts specified in clause (i)(a) and clause (i)(b) under "--
Deposits in the Collection Account," up to the aggregate Loan Balance,
as applicable (vi) on the Distribution Date immediately following the
Due Period in which the end of the Funding Period occurs, the Regular
Pre-Funding Distribution Amount, if any, and (vii) on the Distribution
Date on which the Trust Fund is to be terminated in accordance with the
Pooling and Servicing Agreement, that portion of the Termination Price,
in respect of principal.

The "Senior Credit Enhancement Percentage," with respect to any
Distribution Date, is the percentage obtained by dividing (i) the sum of
(a) the aggregate of the Certificate Principal Balances of the Mezzanine
Certificates and the Subordinate Certificates and (b) the Overcollateralized
Amount, in each case after giving effect to the distributions of principal on
such Distribution Date, by (ii) the aggregate Loan Balance of the Mortgage
Loans in the Trust Fund as of the related Due Date.

The "Senior Optimal Principal Balance" means (i) with respect to any
Distribution Date prior to the Stepdown Date or any Distribution Date on
which a Stepdown Trigger Event has occurred and is continuing, zero and
(ii) with respect to any other Distribution Date, the aggregate Loan Balance
of the Mortgage Loans in the Trust Fund as of the related Due Date that
precedes such Distribution Date minus the greater of (a) the sum of (1) 21.0%
of the aggregate Loan Balance of the Mortgage Loans in the Trust Fund as of
the related Due Date and (2) the Overcollateralization Target Amount for such
Distribution Date (calculated without giving effect to the proviso in the
definition thereof) and (b) 0.50% of the related Maximum Collateral Amount;
provided, however, that any Senior Optimal Principal Balance shall never be
less than zero or greater than the Aggregate Senior Certificate Principal
Balance as of the Closing Date.

The "Senior Principal Distribution Amount" means, with respect to each
Distribution Date, the lesser of the (i) Regular Principal Distribution
Amount for such Distribution Date and (ii) the amount, if any, by which the
Aggregate Senior Certificate Principal Balance for such Distribution Date
(after giving effect to distributions made on such Distribution Date pursuant
to section (C) under "-- Allocation of Available Funds" above) exceeds the
Senior Optimal Principal Balance for such Distribution Date.

The "Servicer Remittance Date" means, with respect to each Distribution
Date, the 18th day of each month of such Distribution Date (or, if such day
is not a Business Day, the next following Business Day).

The "Stepdown Date" means the earlier of:

(X) the first Distribution Date occurring after September 2000 as to
which all of the following conditions exist:

(1) the aggregate Loan Balance of the Mortgage Loans in
the Trust Fund has been reduced to an amount less than or
equal to 50% of the related Maximum Collateral Amount;

(2) no Stepdown Trigger Event is continuing; and

(3) the Trustee determines (before actual distributions
are made on such Distribution Date) that, if effect were
given to all distributions of principal to be made on such
date (assuming that the Stepdown Date has occurred), the
Aggregate Senior Certificate Principal Balance would be
reduced on such date to the excess of (i) the aggregate Loan
Balance of the Mortgage Loans in the Trust Fund as of the
related Due Date over (ii) the greater of (a) the sum of (1)
21% of the aggregate Loan Balance of the Mortgage Loans in
the Trust Fund as of the related Due Date and (2) the
related Overcollateralization Target Amount for such
Distribution Date (such Overcollateralization Target Amount
to be calculated (A) as if such Distribution Date were
occurring on or after the related Stepdown Date and (B)
without giving effect to the proviso in clause (i) of the
definition of "Overcollateralization Target Amount" and (b)
0.50% of the related Maximum Collateral Amount; and

(Y) the Distribution Date on which the Aggregate Senior Certificate
Principal Balance equals zero.

The "Stepdown Trigger Event" means, with respect to any Distribution
Date that the Delinquency Percentage exceeds the lesser of (i) 50% of the
Senior Credit Enhancement Percentage for such Distribution Date (assuming,
for purposes of calculating the Senior Credit Enhancement Percentage, that
distributions are made on such Distribution Date and no Stepdown Trigger
Event has occurred) and (ii) 11.75%.

A "Stepup Trigger Event" shall occur and be continuing upon the first
Distribution Date on which the Stepup Cumulative Loss Test is met.

The "Stepup Cumulative Loss Test" means, a determination as to whether:
(i) for any Distribution Date occurring in or prior to September 1999, the
related Realized Loss Percentage is more than 0.56%, (ii) for any subsequent
Distribution Date occurring in or prior to September 2000, the Realized Loss
Percentage is more than 1.29%, (iii) for any subsequent Distribution Date
occurring in or prior to September 2001, the Realized Loss Percentage is more
than 2.20%, (iv) for any subsequent Distribution Date occurring in or prior
to September 2002, the Realized Loss Percentage is more than 2.91%, or (v)
for any subsequent Distribution Date occurring in or after October 2002, the
Realized Loss Percentage is more than 3.43%.

The "Unpaid Interest Shortfall Amount" means (i) for each Class of
Offered Certificates and the first Distribution Date, zero, and (ii) with
respect to each Class of Offered Certificates and any Distribution Date after
the first Distribution Date, the amount, if any, by which (a) the sum of (1)
the Monthly Interest Distributable Amount for such Class for the immediately
preceding Distribution Date and (2) the outstanding Unpaid Interest Shortfall
Amount, if any, for such Class for such preceding Distribution Date exceeds
(b) the aggregate amount distributed on such Class in respect of interest
pursuant to clause (a) of this definition on such preceding Distribution
Date, plus interest on the amount of interest due but not paid on the
Certificates of such Class on such preceding Distribution Date, to the extent
permitted by law, at the Pass-Through Rate for such Class for the related
Accrual Period.

CALCULATION OF ONE-MONTH LIBOR

On the second LIBOR Business Day (as defined below) preceding the
commencement of each Accrual Period following the initial Accrual Period
(each such date, a "LIBOR Determination Date"), the Trustee will determine
the London interbank offered rate for one-month United States dollar deposits
("One-Month LIBOR") for such Accrual Period for the Class A-1 Certificates on
the basis of the offered rates of the Reference Banks for one-month United
States dollar deposits, as such rates appear on the Telerate Page 3750, as of
11:00 a.m. (London time) on such LIBOR Determination Date. As used in this
section, "LIBOR Business Day" means a day on which banks are open for dealing
in foreign currency and exchange in London and New York City; "Telerate Page
3750" means the display page currently so designated on the Dow Jones
Telerate Service (or such other page as may replace that page on that service
for the purpose of displaying comparable rates or prices); and "Reference
Banks" means leading banks selected by the Trustee and engaged in
transactions in Eurodollar deposits in the international Eurocurrency market
(i) with an established place of business in London, (ii) whose quotations
appear on the Telerate Page 3750 on the LIBOR Determination Date in question,
(iii) which have been designated as such by the Trustee and (iv) not
controlling, controlled by or under common control with, the Depositor, the
Seller, the Master Servicer, the Subservicer or any successor Servicer. The
One-Month LIBOR value for the initial Accrual Period will be 5.65625% per
annum.

On each LIBOR Determination Date, One-Month LIBOR for the related
Accrual Period for the Class A-1 Certificates will be established by the
Trustee as follows:

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

(b) If on such LIBOR Determination Date fewer than two Reference
Banks provide such offered quotations, One-Month LIBOR for the related
Accrual Period will be the higher of (x) One-Month LIBOR as determined
on the previous LIBOR Determination Date and (y) the Reserve Interest
Rate. The "Reserve Interest Rate" will be the rate per annum that the
Trustee determines to be either (i) the arithmetic mean (rounded upwards
if necessary to the nearest whole multiple of 0.0625%) of the one-month
United States dollar lending rates which New York City banks selected by
the Trustee are quoting on the relevant LIBOR Determination Date to the
principal London offices of leading banks in the London interbank market
or (ii) in the event that the Trustee can determine no such arithmetic
mean, the lowest one-month United States dollar lending rate which New
York City banks selected by the Trustee are quoting on such LIBOR
Determination Date to leading European banks.

The establishment of One-Month LIBOR on each LIBOR Determination Date by
the Trustee and the Trustee's calculation of the rate of interest applicable
to the Class A-1 Certificates for the related Accrual Period will (in the
absence of manifest error) be final and binding.

EXAMPLE OF DISTRIBUTIONS

The following chart sets forth an example of distributions on the
Certificates for the first month of the Trust Fund's existence:

September 1, 1997...... Initial Cut-Off Date for Initial Mortgage Loans.
September 2, to
September 30, 1997..... (A) Initial Due Period for Principal Prepayments.
The Master Servicer receives Principal
Prepayments and interest thereon to the date of
such prepayment. For succeeding Distribution
Dates, the Due Period for Principal Prepayments
will be the calendar month preceding the month
of such Distribution Date.
September 2, to
October 1, 1997........ Initial Due Period for scheduled payments of
principal. The Master Servicer receives scheduled
payments of principal and interest. For
succeeding Distribution Dates, the Due Period for
scheduled payments of principal will commence on
the second day of the preceding calendar month
and end on the first day of the month of such
Distribution Date.
September 30, 1997..... (B) Initial Record Date. Each subsequent Record
Date will be the last Business Day of the month
preceding the month of the related Distribution
Date.
October 15, 1997....... (C) Determination Date (the fifteenth day of the
month of such Distribution Date or, if such
fifteenth day is not a Business Day, the
preceding Business Day).
October 18, 1997....... (D) Master Servicer Remittance Date.
October 27, 1997....... (E) Distribution Date.

Succeeding monthly periods follow the pattern of (A) through (E).

- -------------
(A) Principal Prepayments received during this period will be distributed to
holders of the Certificates on October 27, 1997 (to the extent not
applied in computing the Initial Cut-Off Date Pool Balance). When a
Mortgage Loan is prepaid in full, interest on the amount prepaid is
collected only from the last due date as to which the most recent
scheduled payment was made by the borrower to the date of prepayment.
(B) Distributions of principal and interest on October 27, 1997 will be made
to holders of the Certificates of record as of the close of business on
the Record Date.
(C) Determination Date.
(D) No later than each Master Servicer Remittance Date, the Master Servicer
is required to make Delinquency Advances with respect to the Mortgage
Loans.
(E) The Trustee will make distributions to holders of the Certificates on
the 25th day of the month in which the related Due Period ends, or if
such day is not a Business Day, on the next Business Day.

WEIGHTED AVERAGE LIVES

The timing of changes in the rate of Principal Prepayments on the
Mortgage Loans may significantly affect an investor's actual yield to
maturity, even if the average rate of Principal Prepayments is consistent
with such investor's expectation. In general, the earlier a Principal
Prepayment on the Mortgage Loans occurs, the greater the effect of such
Principal Prepayment on an investor's yield to maturity. The effect on an
investor's yield of Principal Prepayments occurring at a rate faster (or
slower) than the rate anticipated by the investor during the period
immediately following the issuance of the Offered Certificates may not be
fully offset by a subsequent like decrease (or increase) in the rate of
Principal Prepayments in a like amount.

The projected weighted average life of any Class of Offered Certificates
is the average amount of time that will elapse from September 30, 1997 (the
"Settlement Date") until each dollar of principal is scheduled to be repaid
to the investors in such Class of Offered Certificates. Because it is
expected that there will be prepayments and defaults on the Mortgage Loans,
the actual weighted average lives of the Classes of Offered Certificates are
expected to vary substantially from the weighted average remaining terms to
stated maturity of the Mortgage Loans as set forth herein under "The Trust
Fund."

The "Assumed Final Maturity Date" for each Class of Offered Certificates
is as set forth herein under "Description of the Certificates--General". For
the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates, such date is
the date on which the "Original Certificate Principal Balance" set forth
herein for such Class less all amounts distributed to the related
Certificateholders on account of principal would be reduced to zero, assuming
that no prepayments are received on the Mortgage Loans, scheduled monthly
payments of principal of and interest on each of the Mortgage Loans are
timely received, no excess cashflow is used to make accelerated payments of
principal to the Certificateholders of such Classes of Offered Certificates.
The Assumed Final Maturity Date for the other Offered Certificates is the
thirteenth Distribution Date following the Due Period in which the Loan
Balances of all Mortgage Loans in the Trust Fund have been reduced to zero,
assuming that the Mortgage Loans pay in accordance with their terms. The
weighted average life of each Class of Offered Certificates is likely to be
shorter than would be the case if payments actually made on the Mortgage
Loans conformed to the foregoing assumptions, and the final Distribution Date
with respect to the Offered Certificates could occur significantly earlier
than the related Assumed Final Maturity Date because (i) prepayments are
likely to occur, (ii) excess cashflow, if any, will be applied as principal
of the Offered Certificates as described herein, (iii) the
Overcollateralization Target Amount is as defined herein and (iv) the
Majority Residual Certificateholders and the Master Servicer may cause a
termination of the Mortgage Loans in the Trust Fund as provided herein.

The model used in this Prospectus Supplement with respect to the
Mortgage Loans is the prepayment assumption (the "Prepayment Assumption")
which represents an assumed rate of prepayment each month relative to the
then outstanding principal balance of a pool of mortgage loans for the life
of such mortgage loans. With respect to the Mortgage Loans in the Trust
Fund, the Prepayment Assumption assumes constant prepayment rates of 4.0% per
annum of the then outstanding principal balance of the Mortgage Loans in the
first month of the life of the Mortgage Loans and an additional 1.455% per
annum (i.e., 16% divided by 11) in each month thereafter until the twelfth
month. Beginning in the twelfth month and in each month thereafter during
the life of the Mortgage Loans, the Prepayment Assumption assumes a constant
prepayment rate of 20% per annum. As used in the table below, 0% Prepayment
Assumption assumes prepayment rates equal to 0% of the Prepayment Assumption
(i.e., no prepayments). Correspondingly, 150% Prepayment Assumption assumes
prepayment rates equal to 150% of the Prepayment Assumption and so forth.
The Depositor believes that no existing statistics of which it is aware
provide a reliable basis for holders of the Offered Certificates to predict
the amount or the timing of receipt of prepayments on the Mortgage Loans.

Each of the Prepayment Scenarios in the table on page S-53 assumes the
respective percentages of Prepayment Assumptions described thereunder. For
example, Prepayment Scenario III assumes 75% of the Prepayment Assumption
with respect to the Mortgage Loans in the Trust Fund.

The tables on pages S-54 through S-62 were prepared on the basis of the
assumptions in the following paragraph and the tables set forth below. There
are certain differences between the loan characteristics included in such
assumptions and the characteristics of the actual Mortgage Loans. Any such
discrepancy may have an effect upon the percentages of Original Certificate
Principal Balances outstanding and weighted average lives of the Offered
Certificates set forth in the tables on pages S-54 through S-62. In
addition, since the actual Mortgage Loans in the Trust Fund will have
characteristics that differ from those assumed in preparing the tables set
forth below, the distributions of principal of the Offered Certificates may
be made earlier or later than indicated in the tables.

The percentages and weighted average lives in the tables on pages S-54
through S-62 were determined assuming that: (i) the Mortgage Loans consist
of sub-pools of mortgage loans with Cut-Off Date Loan Balances, Mortgage
Rates, original and remaining terms to maturity and original amortization
terms as set forth in the table below, (ii) the Closing Date for the Offered
Certificates occurs on September 29, 1997 and the Offered Certificates were
sold to investors by the Underwriter on September 30, 1997
(iii) distributions on the Offered Certificates are made on the 25th day of
each month regardless of the day on which the Distribution Date actually
occurs, commencing in October 1997, in accordance with the priorities
described herein, (iv) the Pass-Through Rate for each Class of Offered
Certificates is as described on the cover hereof, (v) the Accrual Period for
the each Class of Offered Certificates (other than the Class A-1
Certificates) for each Distribution Date will consist of 30 days in a 360-day
year consisting of twelve 30-day months and with respect to the Class A-1
Certificates for each Distribution Date will consist of the actual number of
days from and including the preceding Distribution Date (or the Closing Date
in the case of the first Distribution Date) to and including the day
immediately preceding such Distribution Date, (vi) the prepayment rates with
respect to the Mortgage Loans are a multiple of the Prepayment Assumption as
stated in the "Prepayment Scenarios" table below, (vii) prepayments include
thirty days' interest thereon, (viii) the Seller is not required to
substitute or repurchase any or all of the Mortgage Loans pursuant to the
Pooling and Servicing Agreement and no optional termination is exercised,
except with respect to the entries identified by the row heading "Weighted
Average Life (years) to Call Option Date" in the tables below, (ix) the
Overcollateralization Target Amount is set initially as specified in the
Pooling and Servicing Agreement and thereafter decreases in accordance with
the provisions of the Pooling and Servicing Agreement, (x) scheduled payments
for all Mortgage Loans are received on the second day of each month, the
principal portion of such payments is computed prior to giving effect to
prepayments received in such month and there are no losses or delinquencies
with respect to such Mortgage Loans, (xi) all the Mortgage Loans prepay at
the same rate and all such payments are treated as prepayments in full of
individual Mortgage Loans, with no shortfalls in collection of interest,
(xii) such prepayments are received on the last day of each month commencing
in the month of the Closing Date, (xiii) Sub-Pools 4, 5 and 6 (specified in
the table below) will be transferred to the Trust Fund in October 1997 with
scheduled principal payments on such Mortgage Loans being received by the
Master Servicer during the Due Period beginning October 2, 1997 and passed
through to holders of the Offered Certificates on the Distribution Date in
November 1997; (xiv) sufficient funds will be available in the Capitalized
Interest Account to cover any shortfalls in interest due to the Pre-Funding
Account and the transfer of Mortgage Loans described in clause (xv); (xv) no
reinvestment income from any Account is earned and available for
distribution; and (xvi) the amount on deposit in the Pre-Funding Account at
the end of the Pre-Funding Period is zero. Nothing contained in the
foregoing assumptions should be construed as a representation that the
Mortgage Loans will not experience delinquencies or losses.

PREPAYMENT SCENARIOS
<TABLE>
<CAPTION>

Prepayment Scenario: Scenario I Scenario II Scenario III Scenario IV Scenario V Scenario VI
<S> <C> <C> <C> <C> <C> <C>
% of the Prepayment Assumption 0% 50% 75% 100% 150% 200%
</TABLE>

ASSUMED MORTGAGE LOAN CHARACTERISTICS
<TABLE>
<CAPTION>

Original Remaining Original
Term to Term to Amortization
Cut-Off Date Mortgage Maturity Maturity Term
Sub-Pool Loan Balance Rate (Months) (Months) (Months)
<S> <C> <C> <C> <C> <C>
1 $1,051,399.46 11.3959% 180 177 360
2 $23,634,149.71 9.8154% 181 180 181
3 $100,216,486.01 9.4317% 360 359 360
4 $337,536.36 11.3959% 180 179 360
*
5 $7,587,396.81 9.8154% 181 180 181
*
6 $32,173,031.65 9.4317% 360 359 360
*

$165,000,000.00

__________________
* Sub-Pools 4, 5 and 6 represent the Subsequent Mortgage Loans.
</TABLE>

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

PERCENT OF ORIGINAL CERTIFICATE PRINCIPAL BALANCE OUTSTANDING*

<TABLE>
<CAPTION> Class A-1
Prepayment Scenario
Distribution Date Scenario I Scenario II Scenario III Scenario IV Scenario V Scenario VI
<S> <C> <C> <C> <C> <C> <C>
Initial Percentage . . . . . 100% 100% 100% 100% 100% 100%
September 25, 1998 . . . . . 91% 67% 55% 43% 18% 0%
September 25, 1999 . . . . . 87% 29% 1% 0% 0% 0%
September 25, 2000 . . . . . 82% 0% 0% 0% 0% 0%
September 25, 2001 . . . . . 77% 0% 0% 0% 0% 0%
September 25, 2002 . . . . . 71% 0% 0% 0% 0% 0%
September 25, 2003 . . . . . 65% 0% 0% 0% 0% 0%
September 25, 2004 . . . . . 59% 0% 0% 0% 0% 0%
September 25, 2005 . . . . . 53% 0% 0% 0% 0% 0%
September 25, 2006 . . . . . 48% 0% 0% 0% 0% 0%
September 25, 2007 . . . . . 41% 0% 0% 0% 0% 0%
September 25, 2008 . . . . . 33% 0% 0% 0% 0% 0%
September 25, 2009 . . . . . 25% 0% 0% 0% 0% 0%
September 25, 2010 . . . . . 15% 0% 0% 0% 0% 0%
September 25, 2011 . . . . . 4% 0% 0% 0% 0% 0%
September 25, 2012 . . . . . 0% 0% 0% 0% 0% 0%
September 25, 2013 . . . . . 0% 0% 0% 0% 0% 0%
September 25, 2014 . . . . . 0% 0% 0% 0% 0% 0%
September 25, 2015 . . . . . 0% 0% 0% 0% 0% 0%
September 25, 2016 . . . . . 0% 0% 0% 0% 0% 0%
September 25, 2017 . . . . . 0% 0% 0% 0% 0% 0%
September 25, 2018 . . . . . 0% 0% 0% 0% 0% 0%
September 25, 2019 . . . . . 0% 0% 0% 0% 0% 0%
September 25, 2020 . . . . . 0% 0% 0% 0% 0% 0%
September 25, 2021 . . . . . 0% 0% 0% 0% 0% 0%
September 25, 2022 . . . . . 0% 0% 0% 0% 0% 0%
September 25, 2023 . . . . . 0% 0% 0% 0% 0% 0%
September 25, 2024 . . . . . 0% 0% 0% 0% 0% 0%
September 25, 2025 . . . . . 0% 0% 0% 0% 0% 0%
September 25, 2026 . . . . . 0% 0% 0% 0% 0% 0%
September 25, 2027 . . . . . 0% 0% 0% 0% 0% 0%
Weighted Average Life (years)
to Maturity . . . . . . . . 8.01 1.48 1.11 0.91 0.70 0.59

Weighted Average Life (years)
to Call Option Date . . . . 8.01 1.48 1.11 0.91 0.70 0.59

</TABLE>

* Rounded to the nearest whole percentage.

PERCENT OF ORIGINAL CERTIFICATE PRINCIPAL BALANCE OUTSTANDING*

<TABLE>
<CAPTION> Class A-2
Prepayment Scenario
Distribution Date Scenario I Scenario II Scenario III Scenario IV Scenario V Scenario VI
<S> <C> <C> <C> <C> <C> <C>
Initial Percentage . . . . . . . 100% 100% 100% 100% 100%
September 25, 1998 . . . . . . . 100% 100% 100% 100% 100% 87%
September 25, 1999 . . . . . . . 100% 100% 100% 56% 0% 0%
September 25, 2000 . . . . . . . 100% 90% 22% 0% 0% 0%
September 25, 2001 . . . . . . . 100% 39% 0% 0% 0% 0%
September 25, 2002 . . . . . . . 100% 0% 0% 0% 0% 0%
September 25, 2003 . . . . . . . 100% 0% 0% 0% 0% 0%
September 25, 2004 . . . . . . . 100% 0% 0% 0% 0% 0%
September 25, 2005 . . . . . . . 100% 0% 0% 0% 0% 0%
September 25, 2006 . . . . . . . 100% 0% 0% 0% 0% 0%
September 25, 2007 . . . . . . . 100% 0% 0% 0% 0% 0%
September 25, 2008 . . . . . . . 100% 0% 0% 0% 0% 0%
September 25, 2009 . . . . . . . 100% 0% 0% 0% 0% 0%
September 25, 2010 . . . . . . . 100% 0% 0% 0% 0% 0%
September 25, 2011 . . . . . . . 100% 0% 0% 0% 0% 0%
September 25, 2012 . . . . . . . 80% 0% 0% 0% 0% 0%
September 25, 2013 . . . . . . . 68% 0% 0% 0% 0% 0%
September 25, 2014 . . . . . . . 55% 0% 0% 0% 0% 0%
September 25, 2015 . . . . . . . 41% 0% 0% 0% 0% 0%
September 25, 2016 . . . . . . . 25% 0% 0% 0% 0% 0%
September 25, 2017 . . . . . . . 7% 0% 0% 0% 0% 0%
September 25, 2018 . . . . . . . 0% 0% 0% 0% 0% 0%
September 25, 2019 . . . . . . . 0% 0% 0% 0% 0% 0%
September 25, 2020 . . . . . . . 0% 0% 0% 0% 0% 0%
September 25, 2021 . . . . . . . 0% 0% 0% 0% 0% 0%
September 25, 2022 . . . . . . . 0% 0% 0% 0% 0% 0%
September 25, 2023 . . . . . . . 0% 0% 0% 0% 0% 0%
September 25, 2024 . . . . . . . 0% 0% 0% 0% 0% 0%
September 25, 2025 . . . . . . . 0% 0% 0% 0% 0% 0%
September 25, 2026 . . . . . . . 0% 0% 0% 0% 0% 0%
September 25, 2027 . . . . . . . 0% 0% 0% 0% 0% 0%
Weighted Average Life (years)
to Maturity . . . . . . . . . . 17.31 3.82 2.68 2.10 1.49 1.19
Weighted Average Life (years)
to Call Option Date . . . . . . 17.31 3.82 2.68 2.10 1.49 1.19
</TABLE>

* Rounded to the nearest whole percentage.

PERCENT OF ORIGINAL CERTIFICATE PRINCIPAL BALANCE OUTSTANDING*

<TABLE>
<CAPTION> Class A-3
Prepayment Scenario
Distribution Date Scenario I Scenario II Scenario III Scenario IV Scenario V Scenario VI
<S> <C> <C> <C> <C> <C> <C>
Initial Percentage . . . . . . . . . 100% 100% 100% 100% 100% 100%
September 25, 1998 . . . . . . . . . 100% 100% 100% 100% 100% 100%
September 25, 1999 . . . . . . . . . 100% 100% 100% 100% 64% 0%
September 25, 2000 . . . . . . . . . 100% 100% 100% 54% 0% 0%
September 25, 2001 . . . . . . . . . 100% 100% 54% 0% 0% 0%
September 25, 2002 . . . . . . . . . 100% 93% 3% 0% 0% 0%
September 25, 2003 . . . . . . . . . 100% 48% 0% 0% 0% 0%
September 25, 2004 . . . . . . . . . 100% 19% 0% 0% 0% 0%
September 25, 2005 . . . . . . . . . 100% 3% 0% 0% 0% 0%
September 25, 2006 . . . . . . . . . 100% 0% 0% 0% 0% 0%
September 25, 2007 . . . . . . . . . 100% 0% 0% 0% 0% 0%
September 25, 2008 . . . . . . . . . 100% 0% 0% 0% 0% 0%
September 25, 2009 . . . . . . . . . 100% 0% 0% 0% 0% 0%
September 25, 2010 . . . . . . . . . 100% 0% 0% 0% 0% 0%
September 25, 2011 . . . . . . . . . 100% 0% 0% 0% 0% 0%
September 25, 2012 . . . . . . . . . 100% 0% 0% 0% 0% 0%
September 25, 2013 . . . . . . . . . 100% 0% 0% 0% 0% 0%
September 25, 2014 . . . . . . . . . 100% 0% 0% 0% 0% 0%
September 25, 2015 . . . . . . . . . 100% 0% 0% 0% 0% 0%
September 25, 2016 . . . . . . . . . 100% 0% 0% 0% 0% 0%
September 25, 2017 . . . . . . . . . 100% 0% 0% 0% 0% 0%
September 25, 2018 . . . . . . . . . 88% 0% 0% 0% 0% 0%
September 25, 2019 . . . . . . . . . 67% 0% 0% 0% 0% 0%
September 25, 2020 . . . . . . . . . 45% 0% 0% 0% 0% 0%
September 25, 2021 . . . . . . . . . 20% 0% 0% 0% 0% 0%
September 25, 2022 . . . . . . . . . 0% 0% 0% 0% 0% 0%
September 25, 2023 . . . . . . . . . 0% 0% 0% 0% 0% 0%
September 25, 2024 . . . . . . . . . 0% 0% 0% 0% 0% 0%
September 25, 2025 . . . . . . . . . 0% 0% 0% 0% 0% 0%
September 25, 2026 . . . . . . . . . 0% 0% 0% 0% 0% 0%
September 25, 2027 . . . . . . . . . 0% 0% 0% 0% 0% 0%
Weighted Average Life (years)
to Maturity . . . . . . . . . . . . 22.73 6.17 4.14 3.12 2.13 1.63

Weighted Average Life (years)
to Call Option Date . . . . . . . . 22.73 6.17 4.14 3.12 2.13 1.63

</TABLE>
* Rounded to the nearest whole percentage.

PERCENT OF ORIGINAL CERTIFICATE PRINCIPAL BALANCE OUTSTANDING*

<TABLE>
<CAPTION> Class A-4
Prepayment Scenario
Distribution Date Scenario I Scenario II Scenario III Scenario IV Scenario V Scenario VI
<S> <C> <C> <C> <C> <C> <C>
Initial Percentage . . . . . . . 100% 100% 100% 100% 100% 100%
September 25, 1998 . . . . . . . 100% 100% 100% 100% 100% 100%
September 25, 1999 . . . . . . . 100% 100% 100% 100% 100% 73%
September 25, 2000 . . . . . . . 100% 100% 100% 100% 35% 0%
September 25, 2001 . . . . . . . 100% 100% 100% 89% 0% 0%
September 25, 2002 . . . . . . . 100% 100% 100% 45% 0% 0%
September 25, 2003 . . . . . . . 100% 100% 70% 15% 0% 0%
September 25, 2004 . . . . . . . 100% 100% 44% 0% 0% 0%
September 25, 2005 . . . . . . . 100% 100% 34% 0% 0% 0%
September 25, 2006 . . . . . . . 100% 87% 21% 0% 0% 0%
September 25, 2007 . . . . . . . 100% 70% 6% 0% 0% 0%
September 25, 2008 . . . . . . . 100% 53% 0% 0% 0% 0%
September 25, 2009 . . . . . . . 100% 37% 0% 0% 0% 0%
September 25, 2010 . . . . . . . 100% 21% 0% 0% 0% 0%
September 25, 2011 . . . . . . . 100% 7% 0% 0% 0% 0%
September 25, 2012 . . . . . . . 100% 0% 0% 0% 0% 0%
September 25, 2013 . . . . . . . 100% 0% 0% 0% 0% 0%
September 25, 2014 . . . . . . . 100% 0% 0% 0% 0% 0%
September 25, 2015 . . . . . . . 100% 0% 0% 0% 0% 0%
September 25, 2016 . . . . . . . 100% 0% 0% 0% 0% 0%
September 25, 2017 . . . . . . . 100% 0% 0% 0% 0% 0%
September 25, 2018 . . . . . . . 100% 0% 0% 0% 0% 0%
September 25, 2019 . . . . . . . 100% 0% 0% 0% 0% 0%
September 25, 2020 . . . . . . . 100% 0% 0% 0% 0% 0%
September 25, 2021 . . . . . . . 100% 0% 0% 0% 0% 0%
September 25, 2022 . . . . . . . 93% 0% 0% 0% 0% 0%
September 25, 2023 . . . . . . . 64% 0% 0% 0% 0% 0%
September 25, 2024 . . . . . . . 32% 0% 0% 0% 0% 0%
September 25, 2025 . . . . . . . 0% 0% 0% 0% 0% 0%
September 25, 2026 . . . . . . . 0% 0% 0% 0% 0% 0%
September 25, 2027 . . . . . . . 0% 0% 0% 0% 0% 0%
Weighted Average Life (years)
to Maturity . . . . . . . . . . 26.43 11.27 7.27 5.02 3.05 2.18

Weighted Average Life (years)
to Call Option Date . . . . . . 26.43 11.27 7.27 5.02 3.05 2.18
</TABLE>

* Rounded to the nearest whole percentage.

PERCENT OF ORIGINAL CERTIFICATE PRINCIPAL BALANCE OUTSTANDING*

<TABLE>
<CAPTION> Class A-5
Prepayment Scenario
Distribution Date Scenario I Scenario II Scenario III Scenario IV Scenario V Scenario VI
<C> <C> <C> <C> <C> <C> <C>
Initial Percentage . . . . . . . . 100% 100% 100% 100% 100% 100%
September 25, 1998 . . . . . . . . 100% 100% 100% 100% 100% 100%
September 25, 1999 . . . . . . . . 100% 100% 100% 100% 100% 100%
September 25, 2000 . . . . . . . . 100% 100% 100% 100% 100% 33%
September 25, 2001 . . . . . . . . 100% 100% 100% 100% 98% 20%
September 25, 2002 . . . . . . . . 100% 100% 100% 100% 55% 0%
September 25, 2003 . . . . . . . . 100% 100% 100% 100% 34% 0%
September 25, 2004 . . . . . . . . 100% 100% 100% 92% 24% 0%
September 25, 2005 . . . . . . . . 100% 100% 100% 86% 24% 0%
September 25, 2006 . . . . . . . . 100% 100% 100% 74% 22% 0%
September 25, 2007 . . . . . . . . 100% 100% 100% 61% 17% 0%
September 25, 2008 . . . . . . . . 100% 100% 91% 48% 11% 0%
September 25, 2009 . . . . . . . . 100% 100% 75% 38% 6% 0%
September 25, 2010 . . . . . . . . 100% 100% 62% 29% 3% 0%
September 25, 2011 . . . . . . . . 100% 100% 50% 22% 0% 0%
September 25, 2012 . . . . . . . . 100% 91% 40% 17% 0% 0%
September 25, 2013 . . . . . . . . 100% 80% 33% 12% 0% 0%
September 25, 2014 . . . . . . . . 100% 70% 27% 9% 0% 0%
September 25, 2015 . . . . . . . . 100% 60% 22% 6% 0% 0%
September 25, 2016 . . . . . . . . 100% 52% 18% 3% 0% 0%
September 25, 2017 . . . . . . . . 100% 44% 14% 1% 0% 0%
September 25, 2018 . . . . . . . . 100% 37% 11% 0% 0% 0%
September 25, 2019 . . . . . . . . 100% 31% 7% 0% 0% 0%
September 25, 2020 . . . . . . . . 100% 25% 5% 0% 0% 0%
September 25, 2021 . . . . . . . . 100% 20% 3% 0% 0% 0%
September 25, 2022 . . . . . . . . 100% 16% 1% 0% 0% 0%
September 25, 2023 . . . . . . . . 100% 11% 0% 0% 0% 0%
September 25, 2024 . . . . . . . . 100% 7% 0% 0% 0% 0%
September 25, 2025 . . . . . . . . 96% 2% 0% 0% 0% 0%
September 25, 2026 . . . . . . . . 49% 0% 0% 0% 0% 0%
September 25, 2027 . . . . . . . . 0% 0% 0% 0% 0% 0%
Weighted Average Life (years)
to Maturity . . . . . . . . . . . 28.98 20.01 15.12 11.54 6.45 3.23

Weighted Average Life (years)
to Call Option Date . . . . . . . 28.54 16.81 12.33 9.32 5.39 3.23
</TABLE>

* Rounded to the nearest whole percentage.

PERCENT OF ORIGINAL CERTIFICATE PRINCIPAL BALANCE OUTSTANDING*

<TABLE>
<CAPTION> Class A-6
Prepayment Scenario
Distribution Date Scenario I Scenario II Scenario III Scenario IV Scenario V Scenario VI
<C> <C> <C> <C> <C> <C> <C>
Initial Percentage . . . . . . . 100% 100% 100% 100% 100% 100%
September 25, 1998 . . . . . . . 100% 100% 100% 100% 100% 100%
September 25, 1999 . . . . . . . 100% 100% 100% 100% 100% 100%
September 25, 2000 . . . . . . . 100% 100% 100% 100% 100% 100%
September 25, 2001 . . . . . . . 99% 94% 90% 89% 89% 92%
September 25, 2002 . . . . . . . 98% 88% 83% 80% 75% 68%
September 25, 2003 . . . . . . . 97% 77% 72% 66% 56% 40%
September 25, 2004 . . . . . . . 94% 68% 60% 52% 38% 23%
September 25, 2005 . . . . . . . 87% 46% 34% 24% 18% 13%
September 25, 2006 . . . . . . . 79% 31% 19% 11% 6% 6%
September 25, 2007 . . . . . . . 71% 20% 11% 5% 2% 1%
September 25, 2008 . . . . . . . 63% 13% 6% 2% 0% 0%
September 25, 2009 . . . . . . . 54% 8% 3% 1% 0% 0%
September 25, 2010 . . . . . . . 46% 5% 2% 0% 0% 0%
September 25, 2011 . . . . . . . 38% 3% 1% 0% 0% 0%
September 25, 2012 . . . . . . . 29% 2% 0% 0% 0% 0%
September 25, 2013 . . . . . . . 26% 1% 0% 0% 0% 0%
September 25, 2014 . . . . . . . 22% 1% 0% 0% 0% 0%
September 25, 2015 . . . . . . . 19% 1% 0% 0% 0% 0%
September 25, 2016 . . . . . . . 16% 0% 0% 0% 0% 0%
September 25, 2017 . . . . . . . 13% 0% 0% 0% 0% 0%
September 25, 2018 . . . . . . . 10% 0% 0% 0% 0% 0%
September 25, 2019 . . . . . . . 8% 0% 0% 0% 0% 0%
September 25, 2020 . . . . . . . 6% 0% 0% 0% 0% 0%
September 25, 2021 . . . . . . . 4% 0% 0% 0% 0% 0%
September 25, 2022 . . . . . . . 3% 0% 0% 0% 0% 0%
September 25, 2023 . . . . . . . 2% 0% 0% 0% 0% 0%
September 25, 2024 . . . . . . . 1% 0% 0% 0% 0% 0%
September 25, 2025 . . . . . . . 0% 0% 0% 0% 0% 0%
September 25, 2026 . . . . . . . 0% 0% 0% 0% 0% 0%
September 25, 2027 . . . . . . . 0% 0% 0% 0% 0% 0%
Weighted Average Life (years)
to Maturity . . . . . . . . . . 13.37 8.08 7.30 6.80 6.34 5.97

Weighted Average Life (years)
to Call Option Date . . . . . . 13.37 8.07 7.27 6.73 5.72 4.68

</TABLE>

* Rounded to the nearest whole percentage.

PERCENT OF ORIGINAL CERTIFICATE PRINCIPAL BALANCE OUTSTANDING*

<TABLE>
<CAPTION> Class M-1
Prepayment Scenario
Distribution Date Scenario I Scenario II Scenario III Scenario IV Scenario V Scenario VI
<S> <C> <C> <C> <C> <C> <C>
Initial Percentage . . . . . . . 100% 100% 100% 100% 100% 100%
September 25, 1998 . . . . . . . 100% 100% 100% 100% 100% 100%
September 25, 1999 . . . . . . . 100% 100% 100% 100% 100% 100%
September 25, 2000 . . . . . . . 100% 100% 100% 100% 100% 100%
September 25, 2001 . . . . . . . 100% 100% 100% 85% 52% 30%
September 25, 2002 . . . . . . . 100% 100% 88% 66% 36% 18%
September 25, 2003 . . . . . . . 100% 100% 73% 52% 25% 10%
September 25, 2004 . . . . . . . 100% 89% 61% 41% 17% 6%
September 25, 2005 . . . . . . . 100% 78% 51% 32% 12% 0%
September 25, 2006 . . . . . . . 100% 69% 42% 25% 8% 0%
September 25, 2007 . . . . . . . 100% 60% 35% 19% 3% 0%
September 25, 2008 . . . . . . . 100% 52% 28% 15% 0% 0%
September 25, 2009 . . . . . . . 100% 45% 23% 11% 0% 0%
September 25, 2010 . . . . . . . 100% 39% 19% 9% 0% 0%
September 25, 2011 . . . . . . . 100% 33% 15% 7% 0% 0%
September 25, 2012 . . . . . . . 100% 28% 12% 2% 0% 0%
September 25, 2013 . . . . . . . 100% 24% 10% 0% 0% 0%
September 25, 2014 . . . . . . . 100% 21% 8% 0% 0% 0%
September 25, 2015 . . . . . . . 100% 18% 7% 0% 0% 0%
September 25, 2016 . . . . . . . 100% 15% 3% 0% 0% 0%
September 25, 2017 . . . . . . . 100% 13% 0% 0% 0% 0%
September 25, 2018 . . . . . . . 97% 11% 0% 0% 0% 0%
September 25, 2019 . . . . . . . 90% 9% 0% 0% 0% 0%
September 25, 2020 . . . . . . . 82% 8% 0% 0% 0% 0%
September 25, 2021 . . . . . . . 73% 6% 0% 0% 0% 0%
September 25, 2022 . . . . . . . 63% 1% 0% 0% 0% 0%
September 25, 2023 . . . . . . . 53% 0% 0% 0% 0% 0%
September 25, 2024 . . . . . . . 41% 0% 0% 0% 0% 0%
September 25, 2025 . . . . . . . 28% 0% 0% 0% 0% 0%
September 25, 2026 . . . . . . . 14% 0% 0% 0% 0% 0%
September 25, 2027 . . . . . . . 0% 0% 0% 0% 0% 0%
Weighted Average Life (years)
to Maturity . . . . . . . . . . 25.95 12.70 9.28 7.17 4.97 4.18

Weighted Average Life (years)
to Call Option Date . . . . . . 25.82 11.85 8.58 6.62 4.58 3.90

</TABLE>

* Rounded to the nearest whole percentage.

PERCENT OF ORIGINAL CERTIFICATE PRINCIPAL BALANCE OUTSTANDING*

<TABLE>
<CAPTION> Class M-2
Prepayment Scenario
Distribution Date Scenario I Scenario II Scenario III Scenario IV Scenario V Scenario VI
<S> <C> <C> <C> <C> <C> <C>
Initial Percentage . . . . . . . 100% 100% 100% 100% 100% 100%
September 25, 1998 . . . . . . . 100% 100% 100% 100% 100% 100%
September 25, 1999 . . . . . . . 100% 100% 100% 100% 100% 100%
September 25, 2000 . . . . . . . 100% 100% 100% 100% 100% 100%
September 25, 2001 . . . . . . . 100% 100% 100% 85% 52% 30%
September 25, 2002 . . . . . . . 100% 100% 88% 66% 36% 18%
September 25, 2003 . . . . . . . 100% 100% 73% 52% 25% 10%
September 25, 2004 . . . . . . . 100% 89% 61% 41% 17% 0%
September 25, 2005 . . . . . . . 100% 78% 51% 32% 12% 0%
September 25, 2006 . . . . . . . 100% 69% 42% 25% 4% 0%
September 25, 2007 . . . . . . . 100% 60% 35% 19% 0% 0%
September 25, 2008 . . . . . . . 100% 52% 28% 15% 0% 0%
September 25, 2009 . . . . . . . 100% 45% 23% 11% 0% 0%
September 25, 2010 . . . . . . . 100% 39% 19% 6% 0% 0%
September 25, 2011 . . . . . . . 100% 33% 15% 1% 0% 0%
September 25, 2012 . . . . . . . 100% 28% 12% 0% 0% 0%
September 25, 2013 . . . . . . . 100% 24% 9% 0% 0% 0%
September 25, 2014 . . . . . . . 100% 21% 4% 0% 0% 0%
September 25, 2015 . . . . . . . 100% 18% 1% 0% 0% 0%
September 25, 2016 . . . . . . . 100% 15% 0% 0% 0% 0%
September 25, 2017 . . . . . . . 100% 13% 0% 0% 0% 0%
September 25, 2018 . . . . . . . 97% 11% 0% 0% 0% 0%
September 25, 2019 . . . . . . . 90% 7% 0% 0% 0% 0%
September 25, 2020 . . . . . . . 82% 3% 0% 0% 0% 0%
September 25, 2021 . . . . . . . 73% 0% 0% 0% 0% 0%
September 25, 2022 . . . . . . . 63% 0% 0% 0% 0% 0%
September 25, 2023 . . . . . . . 53% 0% 0% 0% 0% 0%
September 25, 2024 . . . . . . . 41% 0% 0% 0% 0% 0%
September 25, 2025 . . . . . . . 28% 0% 0% 0% 0% 0%
September 25, 2026 . . . . . . . 14% 0% 0% 0% 0% 0%
September 25, 2027 . . . . . . . 0% 0% 0% 0% 0% 0%
Weighted Average Life (years)
to Maturity . . . . . . . . . . 25.93 12.57 9.14 7.07 4.87 4.00

Weighted Average Life (years)
to Call Option Date . . . . . . 25.82 11.85 8.58 6.62 4.55 3.77

</TABLE>
* Rounded to the nearest whole percentage.

PERCENT OF ORIGINAL CERTIFICATE PRINCIPAL BALANCE OUTSTANDING*

<TABLE>
<CAPTION> Class B
Prepayment Scenario
Distribution Date Scenario I Scenario II Scenario III Scenario IV Scenario V Scenario VI
<S> <C> <C> <C> <C> <C> <C>
Initial Percentage . . . . . . 100% 100% 100% 100% 100% 100%
September 25, 1998 . . . . . . 100% 100% 100% 100% 100% 100%
September 25, 1999 . . . . . . 100% 100% 100% 100% 100% 100%
September 25, 2000 . . . . . . 100% 100% 100% 100% 100% 100%
September 25, 2001 . . . . . . 100% 100% 100% 85% 52% 27%
September 25, 2002 . . . . . . 100% 100% 88% 66% 35% 10%
September 25, 2003 . . . . . . 100% 100% 73% 52% 19% 0%
September 25, 2004 . . . . . . 100% 89% 61% 41% 9% 0%
September 25, 2005 . . . . . . 100% 78% 51% 29% 1% 0%
September 25, 2006 . . . . . . 100% 69% 42% 19% 0% 0%
September 25, 2007 . . . . . . 100% 60% 33% 12% 0% 0%
September 25, 2008 . . . . . . 100% 52% 24% 6% 0% 0%
September 25, 2009 . . . . . . 100% 45% 17% 1% 0% 0%
September 25, 2010 . . . . . . 100% 38% 11% 0% 0% 0%
September 25, 2011 . . . . . . 100% 30% 6% 0% 0% 0%
September 25, 2012 . . . . . . 100% 23% 2% 0% 0% 0%
September 25, 2013 . . . . . . 100% 18% 0% 0% 0% 0%
September 25, 2014 . . . . . . 100% 14% 0% 0% 0% 0%
September 25, 2015 . . . . . . 100% 10% 0% 0% 0% 0%
September 25, 2016 . . . . . . 100% 7% 0% 0% 0% 0%
September 25, 2017 . . . . . . 100% 3% 0% 0% 0% 0%
September 25, 2018 . . . . . . 97% 1% 0% 0% 0% 0%
September 25, 2019 . . . . . . 90% 0% 0% 0% 0% 0%
September 25, 2020 . . . . . . 82% 0% 0% 0% 0% 0%
September 25, 2021 . . . . . . 73% 0% 0% 0% 0% 0%
September 25, 2022 . . . . . . 63% 0% 0% 0% 0% 0%
September 25, 2023 . . . . . . 53% 0% 0% 0% 0% 0%
September 25, 2024 . . . . . . 41% 0% 0% 0% 0% 0%
September 25, 2025 . . . . . . 24% 0% 0% 0% 0% 0%
September 25, 2026 . . . . . . 5% 0% 0% 0% 0% 0%
September 25, 2027 . . . . . . 0% 0% 0% 0% 0% 0%
Weighted Average Life (years)
to Maturity . . . . . . . . . 25.81 11.90 8.61 6.64 4.56 3.70

Weighted Average Life (years)
to Call Option Date . . . . . 25.77 11.66 8.44 6.50 4.46 3.63

</TABLE>
* Rounded to the nearest whole percentage.

SENSITIVITY OF THE CLASS A-7IO CERTIFICATES

The yield to maturity of the Class A-7IO Certificates will be highly
sensitive to the principal prepayment, repurchase and default experience of
the Mortgage Loans. Investors should carefully consider the associated
risks, including the risk that a rapid rate of principal prepayments on the
Mortgage Loans or repurchases of Mortgage Loans could result in the failure
of investors in the Class A-7IO Certificates to recover their initial
investments. The yield to holders of the Class A-7IO Certificates could also
be adversely affected in the event that the Majority Residual Interestholders
or the Master Servicer exercise the right under the Pooling and Servicing
Agreement to repurchase all remaining Mortgage Loans and REO Properties in
the Trust Fund and thereby effect the early retirement of the Certificates,
as described in "Description of the Certificates-Optional Termination."

The following tables (the "Yield Tables") demonstrate the sensitivity of
the pre-tax yields on the Class A-7IO Certificates to various constant
Percentages of Prepayment Assumption by projecting the aggregate payments of
interest on such Certificates and the corresponding pre-tax yields on a
corporate bond equivalent ("CBE") basis, assuming distributions on the
Mortgage Loans are made as set forth above under "Description of the
Certificates-Weighted Average Lives."

PRE-TAX YIELDS ON THE CLASS A-7IO CERTIFICATES
(PRICED TO MATURITY)
<TABLE>
<CAPTION> Percentages of Prepayment Assumption
-------------------------------------------------------
Assumed
Purchase Price 0% 50% 75% 100% 150% 200%
-------------- -- --- --- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
$3,286,024 33.096 22.658 17.239 11.671 0.037 (12.376)
$3,364,088 32.222 21.794 16.379 10.815 (0.811) (13.217)
$3,442,152 31.389 20.970 15.559 10.000 (1.619) (14.018)
$3,520,215 30.594 20.184 14.777 9.222 (2.389) (14.783)
</TABLE>

PRE-TAX YIELDS ON THE CLASS A-7IO CERTIFICATES
(PRICED TO THE 10% CALL)

<TABLE>
<CAPTION> Percentages of Prepayment Assumption
-------------------------------------------------------
Assumed
Purchase Price 0% 50% 75% 100% 150% 200%
- -------------- -- --- --- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
$3,286,024 33.096 22.582 16.839 10.541 (3.948) (20.346)
$3,364,088 32.222 21.709 15.947 9.616 (4.960) (21.437)
$3,442,152 31.389 20.876 15.094 8.731 (5.931) (22.486)
$3,520,215 30.594 20.080 14.279 7.882 (6.863) (23.495)
</TABLE>

The pre-tax yields set forth in the preceding tables were calculated by
determining the monthly discount rates which, when applied to the assumed
streams of cash flows to be paid on the Class A-7IO Certificates, would cause
the discounted present value of such assumed streams of cash flows to the
Closing Date to equal the assumed purchase prices (which include accrued
interest), and converting such monthly rates to CBE rates. Such calculations
do not take into account the interest rates at which funds received by
holders of the Class A-7IO Certificates may be reinvested and consequently
does not purport to reflect the return on any investment in the Class A-7IO
Certificates when such reinvestment rates are considered.

It is highly unlikely that the Mortgage Loans will prepay at the same
rate until maturity or that all of the Mortgage Loans will prepay at the same
rate or time. As a result of these factors, the pre-tax yield on the Class
A-7IO Certificates is likely to differ from those shown in such tables, even
if all of the Mortgage Loans prepay at the indicated percentages of the
Prepayment Assumption. No representation is made as to the actual rate of
principal payments on the Mortgage Loans (or the Mortgage Rates thereon) for
any period or over the life of the Class A-7IO Certificates or as to the
yield on the Class A-7IO Certificates. Investors must make their own
decisions as to the appropriate prepayment assumptions to be used in deciding
whether to purchase the Class A-7IO Certificates.

REPORTS TO HOLDERS OF THE CERTIFICATES

On each Distribution Date, the Trustee will forward to each holder of a
Certificate a statement generally setting forth:

(i) the aggregate amount of the distributions;

(ii) the amount of such distributions allocable to principal,
separately identifying the aggregate amount of any scheduled principal,
Principal Prepayments or other unscheduled recoveries of principal
included therein;

(iii) the amount of such distributions allocable to interest and the
calculation thereof;

(iv) the amount of any Unpaid Interest Shortfall Amount with
respect to each Class of Offered Certificates, separately identified;

(v) the Overcollateralization Target Amount and Overcollateralized
Amount as of such Distribution Date;

(vi) the Certificate Principal Balance of each Class of Offered
Certificates after giving effect to the distribution of principal on
such Distribution Date;

(vii) the aggregate Loan Balance for the Mortgage Loans in the Trust
Fund as of the related Due Date;

(viii) the related amount of the Servicing Fee paid to or retained
by the Master Servicer;

(ix) the amount of the Trustee Fee paid to the Trustee;

(x) the amount of Delinquency Advances and Servicing Advances for
the related Due Period;

(xi) the number and aggregate Loan Balance of Mortgage Loans that
were (A) delinquent (exclusive of Mortgage Loans in foreclosure) (1) 30
to 59 days, (2) 60 to 89 days and (3) 90 or more days, (B) in
foreclosure and delinquent (1) 30 to 59 days, (2) 60 to 89 days and (3)
90 or more days and (C) in bankruptcy as of the close of business on the
last day of the calendar month preceding such Distribution Date;

(xii) with respect to any Mortgage Loan that became an REO Property
during the preceding calendar month, the loan number, the Loan Balance
of such Mortgage Loan as of the close of business on the last day of the
related Due Period and the date of acquisition thereof, as well as the
total number and principal balance of any REO Properties as of the close
of business on the last day of the preceding Due Period;

(xiii) the aggregate amount of Realized Losses incurred during the
preceding calendar month, as well as the cumulative amount of Realized
Losses;

(xiv) any Overcollateralization Deficiency after giving effect to
the distribution of principal on such Distribution Date;

(xv) the Allocable Loss Amounts, if any, allocated to each Class
of the Mezzanine and Subordinate Certificates;

(xvi) whether a Stepdown Trigger Event or Stepup Trigger Event has
occurred and is continuing;

(xvii) the Optimal Principal Balance of each Class of Offered
Certificates;

(xviii) the Pass-Through Rate for each Class of Offered Certificates
for such Distribution Date; and

(xx) the amount on deposit in the Pre-Funding Account and in the
Capitalized Interest Account.

In addition, within a reasonable period of time after the end of each
calendar year, the Trustee will prepare and deliver to each holder of a
Certificate of record during the previous calendar year a statement
containing information necessary to enable holders of the Certificates to
prepare their tax returns. Such statements will not have been examined and
reported upon by an independent public accountant.

AMENDMENT

The Pooling and Servicing Agreement may be amended by the Seller, the
Depositor, the Master Servicer and the Trustee, without the consent of the
holders of the Certificates, for any of the purposes set forth under "The
Pooling and Servicing Agreement--Amendment" in the Prospectus. In addition,
the Pooling and Servicing Agreement may be amended by the Seller, the
Depositor, the Master Servicer and the Trustee and the holders of a majority
in interest of any Class of Offered Certificates affected thereby for the
purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the holders of Offered Certificates; provided,
however, that no such amendment may (i) reduce in any manner the amount of,
or delay the timing of, distributions required to be made on any Offered
Certificate without the consent of the holder of such Certificate; (ii)
adversely affect in any material respect the interests of the holders of any
Class of the Offered Certificates in a manner other than as described in
clause (i) above, without the consent of the holders of Offered Certificates
of such Class evidencing Percentage Interests aggregating at least 66%; or
(iii) reduce the aforesaid percentage of aggregate outstanding principal
amounts of Offered Certificates, the holders of which are required to consent
to any such amendment, without the consent of the holders of all such
Certificates.

OPTIONAL TERMINATION

The Majority Residual Certificateholders will have the right to
repurchase all remaining Mortgage Loans and REO Properties, if any, and
thereby effect the early retirement of the Certificates, subject to the
aggregate Loan Balance of the Mortgage Loans in the Trust Fund at the time of
repurchase being less than or equal to 10% of the Maximum Collateral Amount.
In addition, on any Distribution Date on which the aggregate Loan Balance of
the Mortgage Loans in the Trust Fund is less than or equal to 5% of the
Maximum Collateral Amount, the Master Servicer will have a similar option
with respect to the Trust Fund. In the event that the option is exercised,
the repurchase will be made at a price equal to the sum of (i) the greater of
(a) 100% of the Loan Balance of each Mortgage Loan and REO Property and (b)
the fair market value (net of accrued interest) of the Mortgage Loans and REO
Properties determined as set forth in the Pooling and Servicing Agreement,
(ii) 30 days' interest thereon at a rate equal to the applicable Mortgage
Rate and (iii) the aggregate amount of (x) all unreimbursed Delinquency
Advances, (y) all unreimbursed out-of-pocket costs and expenses previously
incurred by the Master Servicer in the performance of its servicing
obligations, to the extent such costs and expenses relate to the Mortgage
Loans and REO Properties then held as part of the Trust Fund and (z) any
accrued and unpaid Servicing Fees. Proceeds from such repurchase will be
included in Available Funds and will be distributed to the holders of the
Certificates in accordance with the Pooling and Servicing Agreement. Any
such repurchase of the Mortgage Loans and REO Properties will result in the
early retirement of the Certificates.

OPTIONAL PURCHASE OF DEFAULTED LOANS

As to any Mortgage Loan which is delinquent in payment by 90 days or
more, the Master Servicer may, at its option, purchase such Mortgage Loan
from the Trust Fund at a price which includes 100% of the Loan Balance
thereof plus accrued interest thereon at the applicable Mortgage Rate from
the date through which interest was last paid by the related Mortgagor
through the day before the due date in the Due Period in which such purchase
occurs; provided, however, that the total amount of such Mortgage Loans that
may be purchased by the Master Servicer described in this paragraph (not
including Mortgage Loans repurchased due to a breach of a representation or
warranty under the Pooling and Servicing Agreement) may not exceed 10% of the
Aggregate Maximum Collateral Amount.

EVENTS OF DEFAULT

Events of Default will consist, among other things, of: (i) any failure
by the Master Servicer to deposit in the Collection Account or Certificate
Account the required amounts or remit to the Trustee any payment which
continues unremedied for two Business Days; (ii) any failure by the Master
Servicer to observe or perform in any material respect any of its covenants
or agreements in the Pooling and Servicing Agreement, which continues
unremedied for 30 days after the first date on which (x) the Master Servicer
has knowledge of such failure or (y) written notice of such failure is given
to the Master Servicer by the Seller, the Trustee, the Depositor or the
holders of Offered Certificates evidencing not less than 51% of the voting
rights evidenced by the Offered Certificates; (iii) insolvency, readjustment
of debt, marshalling of assets and liabilities or similar proceedings, and
certain actions by or on behalf of the Master Servicer indicating its
insolvency or inability to pay its obligations; (iv) any failure of the
Master Servicer to maintain the stockholders' equity set forth in the Pooling
and Servicing Agreement; or (v) the failure to meet certain loss standards
with respect to the Mortgage Loans. As of any date of determination, voting
rights will be allocated among holders of the Offered Certificates as
described in the Pooling and Servicing Agreement. Voting rights will be
allocated among holders of the Certificates of each Class of Offered
Certificates in accordance with such holders' respective Percentage Interests
in such Class.

RIGHTS UPON EVENT OF DEFAULT

So long as an Event of Default under the Pooling and Servicing Agreement
remains unremedied, the Trustee at the direction of the holders of Offered
Certificates evidencing not less than 51% of the voting rights may terminate
all of the rights and obligations of the Master Servicer in its capacity as
servicer with respect to the Trust Fund, as provided in the Pooling and
Servicing Agreement, whereupon the Trustee will succeed to all of the
responsibilities and duties of the Master Servicer under the Pooling and
Servicing Agreement, including the obligation to make Delinquency Advances.
No assurance can be given that termination of the rights and obligations of
the Master Servicer under the Pooling and Servicing Agreement would not
adversely affect the servicing of the related Mortgage Loans, including the
delinquency experience of such Mortgage Loans.

No holder of an Offered Certificate, solely by virtue of such holder's
status as a holder of an Offered Certificate, will have any right under the
Pooling and Servicing Agreement to institute any proceeding with respect
thereto, unless such holder previously has given to the Trustee written
notice of default and unless the holders of Offered Certificates having not
less than 51% of the voting rights evidenced by the Offered Certificates so
agree and have offered reasonable indemnity to the Trustee.

USE OF PROCEEDS

The Depositor will apply the net proceeds of the sale of the Offered
Certificates against the purchase price of the Mortgage Loans transferred to
the Trust Fund.

CERTAIN MATERIAL FEDERAL INCOME TAX CONSEQUENCES

An election will be made to treat the Trust Fund (other than the Pre-
Funding Account and the Capitalized Interest Account) as a "real estate
mortgage investment conduit" (a "REMIC") for federal income tax purposes. In
the opinion of Brown & Wood LLP, tax counsel to the Trust and counsel to the
Underwriter, assuming compliance with the Pooling and Servicing Agreement,
the Trust Fund (other than the Pre-Funding Account and the Capitalized
Interest Account) will qualify as a REMIC, the Offered Certificates will
constitute "regular interests" in the related REMIC and the Residual
Certificates will constitute the sole Class of "residual interests" in the
REMIC.

ORIGINAL ISSUE DISCOUNT

The Offered Certificates may be issued with original issue discount for
federal income tax purposes. For purposes of determining the amount and rate
of accrual of original issue discount and market discount, the Depositor
intends to assume that there will be prepayments on the Mortgage Loans at
100% of the Prepayment Assumption. No representation is made as to whether
the Mortgage Loans will prepay at that rate or any other rate. See "Yield,
Prepayment and Maturity Considerations" herein and "Certain Material Federal
Income Tax Consequences" in the Prospectus.

The Offered Certificates may be treated as being issued at a premium. In
such case, the holders of the Offered Certificates may elect under Section
171 of the Internal Revenue Code of 1986, as amended (the "Code"), to
amortize such premium under the constant yield method and to treat such
amortizable premium as an offset to interest income on the Offered
Certificates. Such election, however, would apply to all the
Certificateholder's debt instruments acquired on or after the first taxable
year in which the election is first made, and should only be made after
consulting with a tax adviser.

If the method for computing original issue discount described in the
Prospectus results in a negative amount for any period with respect to a
holder of a Certificate, such holder will be permitted to offset such amounts
only against the respective future income, if any, from such Certificate.
Although the tax treatment is uncertain, a holder of a Certificate may be
permitted to deduct a loss to the extent that such holder's respective
remaining basis in such Certificate exceeds the maximum amount of future
payments to which such holder is entitled, assuming no further Principal
Prepayments of the Mortgage Loans are received. Although the matter is not
free from doubt, any such loss might be treated as a capital loss.

SPECIAL TAX ATTRIBUTES OF THE OFFERED CERTIFICATES

As is described more fully under "Certain Material Federal Income Tax
Consequences" in the Prospectus, the Offered Certificates will represent
qualifying assets under Sections 856(c)(5)(A) and 7701(a)(19)(C)(v) of the
Code, and net interest income attributable to the Offered Certificates will
be "interest on obligations secured by mortgages on real property" within the
meaning of Section 856(c)(3)(B) of the Code, to the extent the assets of the
Trust Fund are assets described in such sections. The Offered Certificates
will represent qualifying assets under Section 860G(a)(3) if acquired by a
REMIC within the prescribed time periods of the Code.

PROHIBITED TRANSACTIONS TAX AND OTHER TAXES

The Code imposes a tax on REMICs equal to 100% of the net income derived
from "prohibited transactions" (the "Prohibited Transactions Tax"). In
general, subject to certain specified exceptions, a prohibited transaction
means the disposition of a Mortgage Loan, the receipt of income from a source
other than a Mortgage Loan or certain other permitted investments, the
receipt of compensation for services, or gain from the disposition of an
asset purchased with the payments on the Mortgage Loans for temporary
investment pending distribution on the Certificates. It is not anticipated
that the Trust Fund will engage in any prohibited transactions in which it
would recognize a material amount of net income.

In addition, certain contributions to a trust fund that elects to be
treated as a REMIC made after the day on which such trust fund issues all of
its interests could result in the imposition of a tax on the trust fund equal
to 100% of the value of the contributed property (the "Contributions Tax").
The Trust Fund will not accept contributions that would subject it to such
tax.

In addition, a trust fund that elects to be treated as a REMIC may also
be subject to federal income tax at the highest corporate rate on "net income
from foreclosure property," determined by reference to the rules applicable
to real estate investment trusts. "Net income from foreclosure property"
generally means gain from the sale of a foreclosure property other than
qualifying rents and other qualifying income for a real estate investment
trust. It is not anticipated that the Trust Fund will recognize net income
from foreclosure property subject to federal income tax.

BACKUP WITHHOLDING

Certain Certificate Owners may be subject to backup withholding at the
rate of 31% with respect to interest paid on the Offered Certificates if the
Certificate Owners, upon issuance, fail to supply the Trustee or their broker
with their taxpayer identification number, furnish an incorrect taxpayer
identification number, fail to report interest, dividends, or other
"reportable payments" (as defined in the Code) properly, or, under certain
circumstances, fail to provide the Trustee or their broker with a certified
statement, under penalty of perjury, that they are not subject to backup
withholding.

The Trustee will be required to report annually to the Internal Revenue
Service (the "IRS"), and to each Certificateholder of record, the amount of
interest paid (and OID accrued, if any) on the Offered Certificates (and the
amount of interest withheld for federal income taxes, if any) for each
calendar year, except as to exempt holders (generally, holders that are
corporations, certain tax-exempt organizations or nonresident aliens who
provide certification as to their status as nonresidents). As long as the
only holder of record of a Class of Offered Certificates is Cede, as nominee
of DTC, the IRS and Certificate Owners of such Class will receive tax and
other information, including the amount of interest paid on such Certificates
owned, from Participants and Financial Intermediaries rather than from the
Trustee. (The Trustee, however, will respond to requests for necessary
information to enable Participants, Financial Intermediaries and certain
other persons to complete their reports.) Each non-exempt Certificate Owner
will be required to provide, under penalty of perjury, a certificate on IRS
form W-9 containing his or her name, address, correct federal taxpayer
identification number and a statement that he or she is not subject to backup
withholding. Should a nonexempt Certificate Owner fail to provide the
required certification, the Participants or Financial Intermediaries (or the
Paying Agent) will be required to withhold 31% of the interest (and
principal) otherwise payable to the holder, and remit the withheld amount to
the IRS as a credit against the holder's federal income tax liability.

Such amounts will be deemed distributed to the affected Certificate
Owner for all purposes of the related Certificates and the Pooling and
Servicing Agreement.

FEDERAL INCOME TAX CONSEQUENCES TO FOREIGN INVESTORS

The following information describes the United States federal income
tax treatment of holders that are not United States persons ("Foreign
Investors"). The term "Foreign Investor" means any person other than a
citizen or resident of the United States, a corporation, partnership or other
entity created or organized in or under the laws of the United States or any
political subdivision thereof (including a partnership that is not treated as
a United States person under any applicable Treasury regulations), an estate
whose income is subject to U.S. federal income tax regardless of its source
of income, or a trust if a court within the United States is able to exercise
primary supervision of the administration of the trust and one or more United
States persons have the authority to control all substantial decisions of the
trust. To the extent provided in regulations, certain trusts in existence on
August 20, 1996 and treated as United States persons prior to such date that
elect to continue to be treated as United States persons shall also not be
considered as Foreign Investors.

The Code and Treasury regulations generally subject interest paid to a
Foreign Investor to a withholding tax at a rate of 30% (unless such rate were
changed by an applicable treaty). The withholding tax, however, is
eliminated with respect to certain "portfolio debt investments" issued to
Foreign Investors. Portfolio debt investments include debt instruments
issued in registered form for which the United States payor receives a
statement that the beneficial owner of the instrument is a Foreign Investor.
The Offered Certificates will be issued in registered form; therefore, if the
information required by the Code is furnished (as described below) and no
other exceptions to the withholding tax exemption are applicable, no
withholding tax will apply to the Offered Certificates.

For the Offered Certificates to constitute portfolio debt investments
exempt from the United States withholding tax, the withholding agent must
receive from the Certificate Owner an executed IRS Form W-8 signed under
penalty of perjury by the Certificate Owner stating that the Certificate
Owner is a Foreign Investor and providing such Certificate Owner's name and
address. The statement must be received by the withholding agent in the
calendar year in which the interest payment is made, or in either of the two
preceding calendar years.

A Certificate Owner that is a nonresident alien or foreign corporation
will not be subject to United States federal income tax on gain realized on
the sale, exchange, or redemption of such Offered Certificate, provided that
(i) such gain is not effectively connected with a trade or business carried
on by the Certificate Owner in the United States, (ii) in the case of a
Certificate Owner that is an individual, such Certificate Owner is not
present in the United States for 183 days or more during the taxable year in
which such sale, exchange or redemption occurs and (iii) in the case of gain
representing accrued interest, the conditions described in the immediately
preceding paragraph are satisfied.

For further information regarding the federal income tax consequences of
investing in the Offered Certificates, see "Certain Material Federal Income
Tax Consequences--REMIC Certificates" in the Prospectus.

STATE TAXES

The Depositor makes no representations regarding the tax consequences of
purchase, ownership or disposition of the Offered Certificates under the tax
laws of any state. Investors considering an investment in the Offered
Certificates should consult their own tax advisors regarding such tax
consequences.

All investors should consult their own tax advisors regarding the
federal, state, local or foreign income tax consequences of the purchase,
ownership and disposition of the Offered Certificates.

ERISA CONSIDERATIONS

Section 406 of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), prohibits "parties in interest" with respect to an
employee benefit plan subject to ERISA and/or a plan or other arrangement
subject to the excise tax provisions set forth under Section 4975 of the Code
(each of the foregoing, a "Plan") from engaging in certain transactions
involving such Plan and its assets unless a statutory or administrative
exemption applies to the transaction. Section 4975 of the Code imposes
certain excise taxes on prohibited transactions involving plans described
under that Section; ERISA authorizes the imposition of civil penalties for
prohibited transactions involving plans not covered under Section 4975 of the
Code. Any Plan fiduciary which proposes to cause a Plan to acquire any of the
Offered Certificates should consult with its counsel with respect to the
potential consequences under ERISA and the Code of the Plan's acquisition and
ownership of such Certificates. See "ERISA Considerations" in the Prospectus.

Certain employee benefit plans, including governmental plans and certain
church plans, are not subject to ERISA's requirements. Accordingly, assets of
such plans may be invested in the Offered Certificates without regard to the
ERISA considerations described herein and in the Prospectus, subject to the
provisions of other applicable federal and state law. Any such plan which is
qualified and exempt from taxation under Sections 401(a) and 501(a) of the
Code may nonetheless be subject to the prohibited transaction rules set forth
in Section 503 of the Code.

Except as noted above, investments by Plans are subject to ERISA's
general fiduciary requirements, including the requirement of investment
prudence and diversification and the requirement that a Plan's investments be
made in accordance with the documents governing the Plan. A fiduciary which
decides to invest the assets of a Plan in the Offered Certificates should
consider, among other factors, the extreme sensitivity of the investments to
the rate of principal payments (including prepayments) on the Mortgage Loans.

The U.S. Department of Labor (the "DOL") has granted to Greenwich
Capital Markets, Inc. an administrative exemption (Prohibited Transaction
Exemption 90-59; Exemption Application No. D-8374) (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 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 applies to mortgage loans such as the Mortgage Loans in the Trust
Fund.

Among the conditions that must be satisfied for the Exemption to apply
are the following:

(1) the acquisition of the certificates by a Plan is on terms
(including the price for the certificates) that are at least as
favorable to the Plan as they would be in an arm's length transaction
with an unrelated party;

(2) the rights and interest evidenced by the certificates acquired
by the Plan are not subordinated to the rights and interests evidenced
by other certificates of the trust fund;

(3) the certificates acquired by the Plan have received a rating at
the time of such acquisition that is one of the three highest generic
rating categories from Standard & Poor's, a division of The McGraw-Hill
Companies ("S&P"), Moody's Investors Service, Inc. ("Moody's"), Duff &
Phelps Credit Rating Co. ("DCR") or Fitch Investors Service, L.P.
("Fitch" and, together with S&P, Moody's and DCR, the "Exemption Rating
Agencies");

(4) the trustee must not be an affiliate of any other member of the
Restricted Group (as defined below);

(5) the sum of all payments made to and retained by the
underwriters in connection with the distribution of the certificates
represents not more than reasonable compensation for underwriting the
certificates; the sum of all payments made to and retained by the seller
pursuant to the assignment of the loans to the trust fund represents not
more than the fair market value of such loans; the sum of all payments
made to and retained by the servicer and any other servicer represents
not more than reasonable compensation for such person's services under
the agreement pursuant to which the loans are pooled and reimbursements
of such person's reasonable expenses in connection therewith; and

(6) the Plan investing in the certificates is an "accredited
investor" as defined in Rule 501(a)(1) of Regulation D of the Securities
and Exchange Commission under the Securities Act of 1933.

The trust fund must also meet the following requirements:

(i) the corpus of the trust fund must consist solely of assets
of the type that have been included in other investment pools;

(ii) certificates in such other investment pools must have been
rated in one of the three highest generic rating categories by an
Exception Rating Agency for at least one year prior to the Plan's
acquisition of certificates; and

(iii) certificates evidencing interests in such other
investment pools must have been purchased by investors other than
Plans for at least one year prior to any Plan's acquisition of
certificates.

Moreover, the Exemption provides relief from certain self-dealing/
conflict of interest prohibited transactions that may occur when the Plan
fiduciary causes a Plan to acquire certificates in a trust as to which the
fiduciary (or its affiliate) is an obligor on the receivables held in the
trust provided that, among other requirements, (i) in the case of an
acquisition in connection with the initial issuance of certificates, at least
fifty percent (50%) of each Class of certificates in which Plans have
invested is acquired by persons independent of the Restricted Group; (ii)
such fiduciary (or its affiliate) is an obligor with respect to five percent
(5%) or less of the fair market value of the obligations contained in the
trust; (iii) the Plan's investment in certificates of any Class does not
exceed twenty-five percent (25%) of all of the certificates of that Class
outstanding at the time of the acquisition; and (iv) immediately after the
acquisition, no more than twenty-five percent (25%) of the assets of the Plan
with respect to which such person is a fiduciary are invested in certificates
representing an interest in one or more trusts containing assets sold or
serviced by the same entity. The Exemption does not apply to Plans sponsored
by either of the Underwriter, the Trustee, the Master Servicer, any obligor
with respect to Mortgage Loans included in the Trust Fund constituting more
than five percent of the aggregate unamortized principal balance of the
assets in the Trust Fund, or any affiliate of such parties (the "Restricted
Group").

On July 21, 1997, the DOL published in the Federal Register an amendment
to the Exemption which extends exemptive relief to certain mortgage-backed
and asset-backed securities transactions using pre-funding accounts for
trusts issuing pass-through certificates. The amendment generally allows
mortgage loans (the "Obligations") supporting payments to certificateholders,
and having a value equal to no more than twenty-five percent (25%) of the
total principal amount of the certificates being offered by the trust, to be
transferred to the trust within a 90-day or three-month period following the
closing date ("Pre-Funding Period"), instead of requiring that all such
Obligations be either identified or transferred on or before the closing
date. The relief is available when the following conditions are met:

(1) The ratio of the amount allocated to the pre-funding account to the
total principal amount of the certificates being offered (the "Pre-
Funding Limit") must not exceed twenty-five percent (25%).

(2) All Obligations transferred after the closing date (the "Additional
Obligations") must meet the same terms and conditions for eligibility as
the original Obligations used to create the trust, which terms and
conditions have been approved by an Exemption Rating Agency.

(3) The transfer of such Additional Obligations to the trust during the
Pre-Funding Period must not result in the certificates to be covered by
the Exemption receiving a lower credit rating from an Exemption Rating
Agency upon termination of the Pre-Funding Period than the rating that
was obtained at the time of the initial issuance of the certificates by
the trust.

(4) Solely as a result of the use of pre-funding, the weighted average
annual percentage interest rate (the "Average Interest Rate") for all of
the Obligations in the trust at the end of the Pre-Funding Period must
not be more than 100 basis points lower than the average interest rate
for the Obligations which were transferred to the trust on the closing
date.

(5) Either:

(i) the characteristics of the Additional Obligations must be
monitored by an insurer or other credit support provider which is
independent of the depositor; or

(ii) an independent accountant retained by the depositor must
provide the depositor with a letter (with copies provided to each
Exemption Rating Agency rating the certificates, the related
underwriter and the related trustee) stating whether or not the
characteristics of the Additional Obligations conform to the
characteristics described in the related prospectus or prospectus
supplement and/or pooling and servicing agreement. In preparing
such letter, the independent accountant must use the same type of
procedures as were applicable to the Obligations which were
transferred to the trust as of the closing date.

(6) The Pre-Funding Period must end no later than three months or 90
days after the closing date or earlier in certain circumstances if the
pre-funding account falls below the minimum level specified in the
pooling and servicing agreement or an event of default occurs.

(7) Amounts transferred to any pre-funding account and/or capitalized
interest account used in connection with the pre-funding may be invested
only in investments which are permitted by the Exemption Rating Agencies
rating the certificates and must:

(i) be direct obligations of, or obligations fully guaranteed as to
timely payment of principal and interest by, the United States or
any agency or instrumentality thereof (provided that such
obligations are backed by the full faith and credit of the United
States); or

(ii) have been rated (or the obligor has been rated) in one or the
three highest generic rating categories by an Exemption Rating
Agency ("Permitted Investments").

(8) The related prospectus or prospectus supplement must describe:

(i) any pre-funding account and/or capitalized interest account
used in connection with a pre-funding account;

(ii) the duration of the Pre-Funding Period;

(iii) the percentage and/or dollar amount of the Pre-Funding Limit
for the trust; and

(iv) that the amounts remaining in the pre-funding account at the
end of the Pre-Funding Period will be remitted to certificateholders
as repayments of principal.

(9) The related pooling and servicing agreement must describe the
Permitted Investments for the pre-funding account and/or capitalized
interest account and, if not disclosed in the related prospectus or
prospectus supplement, the terms and conditions for eligibility of
Additional Obligations.

The Underwriter believes that all of the conditions for exemptive relief
the Exemption with respect to pre-funding have been or will be satisfied.
Therefore, the acquisition, holding and transfer of the Offered Certificates
would be eligible for relief under the Exemption, as amended.

BECAUSE THE CHARACTERISTICS OF THE CLASS M-1, CLASS M-2 AND CLASS B
CERTIFICATES MAY NOT MEET THE REQUIREMENTS OF PTCE 83-1, THE EXEMPTION OR ANY
OTHER ISSUED EXEMPTION UNDER ERISA, THE PURCHASE AND HOLDING OF CLASS M-1,
CLASS M-2 AND CLASS B CERTIFICATES BY A PLAN OR BY INDIVIDUAL RETIREMENT
ACCOUNTS OR OTHER PLANS SUBJECT TO SECTION 4975 OF THE CODE MAY RESULT IN
PROHIBITED TRANSACTIONS OR THE IMPOSITION OF EXCISE TAXES OR CIVIL PENALTIES.
CONSEQUENTLY, INITIAL ACQUISITIONS AND TRANSFERS OF THE CLASS M-1, CLASS M-2
AND CLASS B CERTIFICATES WILL NOT BE REGISTERED BY THE TRUSTEE UNLESS THE
TRUSTEE RECEIVES: (I) A REPRESENTATION FROM THE ACQUIROR OR TRANSFEREE OF
SUCH CERTIFICATE, TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE
BENEFIT PLAN SUBJECT TO SECTION 406 OF ERISA OR A PLAN OR ARRANGEMENT SUBJECT
TO SECTION 4975 OF THE CODE, NOR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN
OR ARRANGEMENT NOR USING THE ASSETS OF ANY SUCH PLAN OR ARRANGEMENT TO EFFECT
SUCH TRANSFER OR (II) IF THE PURCHASER IS AN INSURANCE COMPANY, A
REPRESENTATION THAT THE PURCHASER IS AN INSURANCE COMPANY WHICH IS PURCHASING
SUCH CERTIFICATES WITH FUNDS CONTAINED IN AN "INSURANCE COMPANY GENERAL
ACCOUNT" (AS SUCH TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION
CLASS EXEMPTION 95-60 ("PTCE 95-60")) AND THAT THE PURCHASE AND HOLDING OF
SUCH CERTIFICATES ARE COVERED UNDER PTCE 95-60. SUCH REPRESENTATION AS
DESCRIBED ABOVE SHALL BE DEEMED TO HAVE BEEN MADE TO THE TRUSTEE BY THE
ACQUIROR OR TRANSFEREE'S ACCEPTANCE OF A CLASS M-1, CLASS M-2 OR CLASS B
CERTIFICATE. IN THE EVENT THAT SUCH REPRESENTATION IS VIOLATED, SUCH
ATTEMPTED TRANSFER OR ACQUISITION SHALL BE VOID AND OF NO EFFECT.

Prospective Plan investors should consult with their legal advisors
concerning the impact of ERISA and the Code, the applicability of PTCE 83-1
described in the Prospectus 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 general fiduciary standards of investment prudence and diversification,
an investment in the Offered Certificates is appropriate for the Plan, taking
into account the overall investment policy of the Plan and the composition of
the Plan's investment portfolio.

LEGAL INVESTMENT CONSIDERATIONS

The Certificates will not constitute "mortgage related securities" under
the Secondary Mortgage Market Enhancement Act of 1984 ("SMMEA").
Accordingly, many institutions with legal authority to invest in "mortgage
related securities" may not be legally authorized to invest in the
Certificates.

There may be restrictions on the ability of certain investors, including
depository institutions, either to purchase the Certificates or to purchase
Certificates representing more than a specified percentage of the investor's
assets. Investors should consult their own legal advisors in determining
whether and to what extent the Certificates constitute legal investments for
such investors.

METHOD OF DISTRIBUTION

Subject to the terms and conditions set forth in the Underwriting
Agreement among the Depositor, and Greenwich (an affiliate of the Depositor),
the Depositor has agreed to sell to the Underwriter, and the Underwriter has
agreed to purchase from the Depositor, the Offered Certificates. In
connection with the sale of the Offered Certificates, the Underwriter may be
deemed to have received compensation from the Depositor in the form of
underwriting discounts.

The Depositor has been advised by the Underwriter that it intends to
make a market in the Offered Certificates but have no obligation to do so.
There can be no assurance that a secondary market for the Offered
Certificates will develop or, if it does develop, that it will continue.

The Offered Certificates are offered by the Underwriter, subject to
prior sale, when, as and if delivered to and accepted by the Underwriter and
subject to its right to reject orders in whole or in part. It is expected
that delivery of the Offered Certificates will be made in book-entry form
only through the facilities of The Depository Trust Company on or about the
Closing Date.

The Depositor has agreed to indemnify the Underwriter against, or make
contributions to the Underwriter with respect to, certain liabilities,
including liabilities under the Securities Act of 1933, as amended.

LEGAL MATTERS

Certain legal matters in connection with the issuance of the Offered
Certificates will be passed upon for the Depositor and for the Underwriter by
Brown & Wood LLP, New York, New York, and for the Seller by Morrison &
Forester LLP, Irvine, California.

RATINGS

It is a condition to the issuance of the Offered Certificates that (i)
the Senior Certificates, other than the Class A-7IO Certificates, be rated
"AAA" by Standard & Poor's, a division of The McGraw-Hill Companies ("S&P"),
and Fitch Investor Service, L.P. ("Fitch" and, together with S&P, the "Rating
Agencies"), and that the Class A-7IO Certificates be rated "AAAr" by S&P and
"AAA" by Fitch; (ii) the Class M-1 Certificates be rated "AA" by each of the
Rating Agencies; (iii) the Class M-2 Certificates be rated "A" by each of the
Rating Agencies, and (iv) the Class B Certificates be rated "BBB" by Fitch
and "BBB-" by S&P. No rating addresses whether Subsequent Mortgage Loans
will be purchased by the Trust Fund, the amount of any such Mortgage Loans to
be so purchased, or the impact any such purchase might have on the yields of
the Offered Certificates.

The ratings on the Offered Certificates address the likelihood of the
receipt by the holders of the Offered Certificates of all distributions on
the Mortgage Loans to which they are entitled. The ratings on the Offered
Certificates also address the structural, legal and issuer-related aspects of
the Offered Certificates, including the nature of the Mortgage Loans. In
general, the ratings on the Offered Certificates address credit risk and not
prepayment risk. The ratings on the Offered Certificates do not represent
any assessment of the likelihood that principal prepayments of the Mortgage
Loans will be made by borrowers or the degree to which the rate of such
prepayments might differ from that originally anticipated. The "r" symbol is
appended to a rating by S&P if those Certificates that S&P believes may
experience high volatility or high variability in expected returns due to
non-credit risks. The absence of an "r" symbol in the ratings of the Offered
Certificates should not be taken as an indication that such Certificates will
exhibit no volatility or variability in total return. As a result, the
initial ratings assigned to the Offered Certificates do not address the
possibility that holders of the Offered Certificates might suffer a lower
than anticipated yield in the event of principal payments on the Offered
Certificates resulting from rapid prepayments of the Mortgage Loans or the
application of the General Excess Available Amount as described herein, or in
the event that the Trust Fund is terminated prior to the Assumed Final
Maturity Dates of the Offered Certificates. The ratings on the Offered
Certificates do not address the ability of the Trust to acquire Subsequent
Mortgage Loans, any potential redemption with respect thereto or the effect
on yield resulting therefrom.

The Depositor has not engaged any rating agency other than the Rating
Agencies to provide ratings on the Offered Certificates. However, there can
be no assurance as to whether any other rating agency will rate the Offered
Certificates, or, if it does, what rating would be assigned by any such other
rating agency. Any rating on the Certificates by another rating agency, if
assigned at all, may be lower than the ratings assigned to the Offered
Certificates by the Rating Agencies.

A security rating is not a recommendation to buy, sell or hold
securities and may be subject to revision or withdrawal at any time by the
assigning rating organization. Each security rating should be evaluated
independently of any other security rating. In the event that the ratings
initially assigned to any of the Offered Certificates by the Rating Agencies
are subsequently lowered for any reason, no person or entity is obligated to
provide any additional support or credit enhancement with respect to such
Offered Certificates.

INDEX OF DEFINED TERMS

Accrual Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-44
Actuarial Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-29
Additional Obligations . . . . . . . . . . . . . . . . . . . . . . . . S-71
Advanta . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-32
Advanta Parent . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-32
Aggregate Senior Certificate Principal Balance . . . . . . . . . . . . S-44
Allocable Loss Amount . . . . . . . . . . . . . . . . . . . . . . . . . S-44
Assumed Final Maturity Date . . . . . . . . . . . . . . . . . . . . . . S-51
Available Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-43
Average Amount Outstanding . . . . . . . . . . . . . . . . . . . . . . S-34
Average Interest Rate . . . . . . . . . . . . . . . . . . . . . . . . . S-71
Balloon Mortgage Loan . . . . . . . . . . . . . . . . . . . . . . . . . . S-6
Balloon Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-6
beneficial owner . . . . . . . . . . . . . . . . . . . . . . . . . . . S-38
Book-Entry Certificates . . . . . . . . . . . . . . . . . . . . . . . . S-38
Call Option Date . . . . . . . . . . . . . . . . . . . . . . . . . S-3, S-44
Capitalized Interest Account . . . . . . . . . . . . . . . . . . . S-7, S-42
CBE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-63
Cede . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-2, S-15, S-38
CERCLA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-15
Certificate Account . . . . . . . . . . . . . . . . . . . . . . . . . . S-41
Certificate Notional Balance . . . . . . . . . . . . . . . . . i, S-37, S-44
Certificate Owner . . . . . . . . . . . . . . . . . . . . . . . . . . . S-38
Certificate Principal Balance . . . . . . . . . . . . . . . . . . . . i, S-44
Certificateholders . . . . . . . . . . . . . . . . . . . . . . . . . . . S-2
Certificates . . . . . . . . . . . . . . . . . . . . . . . Cover, S-1, S-37
Civil Relief Act . . . . . . . . . . . . . . . . . . . . . . . . . . . S-14
Class . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . i
Class A-6 Priority Distribution Amount . . . . . . . . . . . . . . . . S-45
Class A-6 Priority Excess Distribution Amount . . . . . . . . . . . . . S-45
Class A-6 Priority Percentage . . . . . . . . . . . . . . . . . . . . . S-45
Class A-6 Pro Rata Excess Distribution Amount . . . . . . . . . . . . . S-45
Class A-6 Pro Rata General Distribution Amount . . . . . . . . . . . . S-45
Class B Optimal Principal Balance . . . . . . . . . . . . . . . . . . . S-45
Class M-1 Optimal Principal Balance . . . . . . . . . . . . . . . . . . S-45
Class M-2 Optimal Principal Balance . . . . . . . . . . . . . . . . . . S-46
Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . i, S-1, S-4
Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-67
Collection Account . . . . . . . . . . . . . . . . . . . . . . . . . . S-39
Combined Loan-to-Value Ratio . . . . . . . . . . . . . . . . . . . . . . S-6
Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ii
Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-31
Contributions Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . S-67
Cut-Off Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-1
Cut-Off Date Loan Balance . . . . . . . . . . . . . . . . . . . . . . . S-20
DCR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-70
Defective Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-30
Defective Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-14
Definitive Certificate . . . . . . . . . . . . . . . . . . . . . . . . S-38
Deleted Mortgage Loan . . . . . . . . . . . . . . . . . . . . . . . . . S-31
Delinquency Advance . . . . . . . . . . . . . . . . . . . . . . . . . . S-36
Delinquency Advances . . . . . . . . . . . . . . . . . . . . . . . . . . S-7
Delinquency Percentage . . . . . . . . . . . . . . . . . . . . . . . . S-46
Delinquency Statistic Date . . . . . . . . . . . . . . . . . . . . . . S-13
Delinquent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-46
Depositor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-1
Depository . . . . . . . . . . . . . . . . . . . . . . . . . . i, S-2, S-38
Distribution Date . . . . . . . . . . . . . . . . . . . . . . . i, S-2, S-39
DOL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-69
DTC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-15
Due date . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-36, S-46
Due Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-46
ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-8, S-69
Exemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-69
Exemption Rating Agencies . . . . . . . . . . . . . . . . . . . . . . . S-70
Financial Intermediary . . . . . . . . . . . . . . . . . . . . . . . . S-38
First Lien . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-5
Fitch . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-9, S-70, S-73
Foreign Investors . . . . . . . . . . . . . . . . . . . . . . . . . . . S-68
Funding Period . . . . . . . . . . . . . . . . . . . . . . . . . . S-6, S-42
General Excess Available Amount . . . . . . . . . . . . . . . . . . . . S-46
Greenwich . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-1
Gross Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-34
Initial Cut-Off Date . . . . . . . . . . . . . . . . . . . . . . . . . . S-1
Initial Cut-Off Date Pool Balance . . . . . . . . . . . . . . . . . S-4, S-21
Initial Mortgage Loans . . . . . . . . . . . . . . . . . . . . . . . i, S-2
Insurance Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . S-40
Interest Distributable Amount . . . . . . . . . . . . . . . . . . . . . S-46
Interest Remittance Amount . . . . . . . . . . . . . . . . . . . . . . S-46
IRS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-68
LIBOR Business Day . . . . . . . . . . . . . . . . . . . . . . . . . . S-50
LIBOR Determination Date . . . . . . . . . . . . . . . . . . . . . . . S-50
Liquidated Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-48
Liquidation Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . S-40
Loan Balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-47
Loss Reimbursement Deficiency . . . . . . . . . . . . . . . . . . . . . S-47
LTV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-18
Majority Residual Interestholders . . . . . . . . . . . . . . . . . . . . S-8
Master Servicer . . . . . . . . . . . . . . . . . . . . . . . . . . . i, S-1
Maximum Collateral Amount . . . . . . . . . . . . . . . . . . . . . . . S-47
Mezzanine Certificates . . . . . . . . . . . . . . . . . . Cover, S-1, S-37
Monthly Interest Distributable Amount . . . . . . . . . . . . . . . . . S-47
Moody's . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-70
Mortgage Loan Purchase Agreement . . . . . . . . . . . . . . . . . . . . S-1
Mortgage Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . i
Mortgage Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-5
Mortgage Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-8
Mortgage Rates . . . . . . . . . . . . . . . . . . . . . . . . . . S-3, S-5
Mortgaged Property . . . . . . . . . . . . . . . . . . . . . . . . . . S-10
Mortgages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-20
Mortgagor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-11
NCFC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-31
Net income from foreclosure property . . . . . . . . . . . . . . . . . S-67
Net Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-34
Net Mortgage Rate . . . . . . . . . . . . . . . . . . . . . . . . . S-8, S-31
New Century . . . . . . . . . . . . . . . . . . . . . . . . . . . . . i, S-1
NIV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-35
Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-71
Offered Certificates . . . . . . . . . . . . . . . . . . . Cover, S-1, S-37
One-Month LIBOR . . . . . . . . . . . . . . . . . . . . . . . . . . . i, S-50
Optimal Principal Balance . . . . . . . . . . . . . . . . . . . . . . . S-47
Original Certificate Principal Balance . . . . . . . . . . . . . . . i, S-44
Overcollateralization Deficiency Amount . . . . . . . . . . . . . . . . S-47
Overcollateralization Target Amount . . . . . . . . . . . . . . . . . . S-47
Overcollateralized Amount . . . . . . . . . . . . . . . . . . . . . . . S-47
Owned and Managed Servicing Portfolio . . . . . . . . . . . . . . . . . S-32
Pass-Through Rates . . . . . . . . . . . . . . . . . . . . . . . . . . . S-3
Permitted Investments . . . . . . . . . . . . . . . . . . . . . . . . . S-72
Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-8, S-69
Pooling and Servicing Agreement . . . . . . . . . . . . . . . . i, S-2, S-37
Pre-Funded Amount . . . . . . . . . . . . . . . . . . . . . . . . . S-6, S-42
Pre-Funding Account . . . . . . . . . . . . . . . . . . . . . . i, S-6, S-42
Pre-Funding Limit . . . . . . . . . . . . . . . . . . . . . . . . . . . S-71
Pre-Funding Period . . . . . . . . . . . . . . . . . . . . . . . . . . S-71
Prepayment Assumption . . . . . . . . . . . . . . . . . . . . . . . . . S-52
Prepayment Interest Shortfall . . . . . . . . . . . . . . . . . . . S-8, S-36
Press Release . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-32
Principal Prepayment . . . . . . . . . . . . . . . . . . . . . . . . . S-47
Principal Remittance Amount . . . . . . . . . . . . . . . . . . . . . . S-48
Pro Rata Pre-Funding Distribution Amount . . . . . . . . . . . . . . . S-48
Prohibited Transactions Tax . . . . . . . . . . . . . . . . . . . . . . S-67
Prospectus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ii
PTCE 95-60 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-72
Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-30
Rating Agencies . . . . . . . . . . . . . . . . . . . . . . . . . . S-9, S-73
Realized Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-48
Realized Loss Percentage . . . . . . . . . . . . . . . . . . . . . . . S-48
Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-2, S-39
Recoveries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-34
Reference Banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-50
Regular Pre-Funding Distribution Amount . . . . . . . . . . . . . . . . S-48
Regular Principal Distribution Amount . . . . . . . . . . . . . . . S-3, S-48
REMIC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ii, S-8, S-66
Replacement Mortgage Loan . . . . . . . . . . . . . . . . . . . . . . . S-31
Reserve Interest Rate . . . . . . . . . . . . . . . . . . . . . . . . . S-50
Residual Certificates . . . . . . . . . . . . . . . . . . . Cover, S-1, S-37
Restricted Group . . . . . . . . . . . . . . . . . . . . . . . . . . . S-71
S&P . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-9, S-70, S-73
Second Mortgage Loans . . . . . . . . . . . . . . . . . . . . . . . . . . S-5
Seller . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . i, S-1
Senior Certificates . . . . . . . . . . . . . . . . . . . . Cover, S-1, S-37
Senior Class Subordination Deficit . . . . . . . . . . . . . . . . . . S-44
Senior Credit Enhancement Percentage . . . . . . . . . . . . . . . . . S-48
Senior Optimal Principal Balance . . . . . . . . . . . . . . . . . . . S-48
Senior Principal Distribution Amount . . . . . . . . . . . . . . . . . S-49
Servicer Remittance Date . . . . . . . . . . . . . . . . . . . . . . . S-49
Servicing Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . S-7, S-36
Servicing Fee Rate . . . . . . . . . . . . . . . . . . . . . . . . . . S-36
Settlement Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-51
SMMEA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-72
Stated Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-3
Stepdown Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-49
Stepdown Trigger Event . . . . . . . . . . . . . . . . . . . . . . . . S-49
Stepup Cumulative Loss Test . . . . . . . . . . . . . . . . . . . . . . S-49
Stepup Trigger Event . . . . . . . . . . . . . . . . . . . . . . . . . S-49
Subordinate Certificates . . . . . . . . . . . . . . . . . Cyover, S-1, S-37
Subsequent Mortgage Loans . . . . . . . . . . . . . . . . . . . i, S-2, S-21
Subsequent Transfer Date . . . . . . . . . . . . . . . . . . . . . . . S-29
Subservicer . . . . . . . . . . . . . . . . . . . . . . . . . S-1, S-7, S-32
Subservicer Event of Default . . . . . . . . . . . . . . . . . . . . . S-35
Subservicing Agreement . . . . . . . . . . . . . . . . . . . . . . . . . S-7
Telerate Page 3750 . . . . . . . . . . . . . . . . . . . . . . . . . . S-50
Third-Party Servicing Portfolio . . . . . . . . . . . . . . . . . . . . S-32
Trust Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . i
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . i, S-1
Trustee Fee Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-3
Trustee's Mortgage File . . . . . . . . . . . . . . . . . . . . . . . . S-30
Underwriter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . i, ii
Underwriting Guidelines . . . . . . . . . . . . . . . . . . . . . . . . S-17
Unpaid Interest Shortfall Amount . . . . . . . . . . . . . . . . . . . S-50
Unutilized Funding Amount . . . . . . . . . . . . . . . . . . . . . S-3, S-42
Weighted Average Rate Cap . . . . . . . . . . . . . . . . . . . . . . . . S-3
Yield Table . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-63

<TABLE>
<CAPTION>
<S> <C>
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO NEW CENTURY HOME
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT EQUITY LOAN TRUST
CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS SERIES 1997-NC5
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
DEPOSITOR OR THE UNDERWRITERS. THIS PROSPECTUS SUPPLEMENT
AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER OF ANY
SECURITIES OTHER THAN THOSE TO WHICH THEY RELATE OR AN OFFER
TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, TO ANY PERSON
IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION FINANCIALASSETSECURITIES
CORP.
WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS (DEPOSITOR)
SUPPLEMENT AND THE PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT ---------------------------
THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THEIR RESPECTIVE DATES. PROSPECTUS SUPPLEMENT

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

TABLE OF CONTENTS GREENWICHCAPITALMARKETS,INC.

PAGE
---------------------------
PROSPECTUS SUPPLEMENT
September 19, 1997

Incorporation of Certain Documents by Reference . . ii
Summary of Terms . . . . . . . . . . . . . . . . S-1
Risk Factors . . . . . . . . . . . . . . . . . . S-10
New Century's Portfolio of Mortgage Loans . . . . S-17
The Trust Fund . . . . . . . . . . . . . . . . . S-20
The Pooling and Servicing Agreement . . . . . . . S-30
Description of the Certificates . . . . . . . . . S-37
Use of Proceeds . . . . . . . . . . . . . . . . . S-66
Certain Material Federal Income Tax Consequences S-66
State Taxes . . . . . . . . . . . . . . . . . . . S-69
ERISA Considerations . . . . . . . . . . . . . . S-69
Legal Investment Considerations . . . . . . . . . S-72
Method of Distribution . . . . . . . . . . . . . S-73
Legal Matters . . . . . . . . . . . . . . . . . . S-73
Ratings . . . . . . . . . . . . . . . . . . . . . S-73
Index of Defined Terms . . . . . . . . . . . . . S-75

PROSPECTUS

Prospectus Supplement or Current Report on Form 8-K 2
Incorporation of Certain Documents by Reference 2
Available Information 2
Reports to Securityholders 3
Summary of Terms 4
Risk Factors 11
The Trust Fund 16
Use of Proceeds 22
The Depositor 22
Loan Program 22
Description of the Securities 24
Credit Enhancement 34
Yield and Prepayment Considerations 40
The Agreements 42
Certain Legal Aspects of the Loans 55
Certain Material Federal Income Tax Considerations 67
State Tax Considerations 86
ERISA Considerations 86
Legal investment 89
Method of Distribution 90
Legal Matters 90
Financial Information 91
Rating 91
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