LEHMAN STRUCTURED SECURITIES CORP
424B1, 1996-10-31
ASSET-BACKED SECURITIES
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                                   PROSPECTUS



                               $65,731,702
                       Lehman Structured Securities Corp.

          Commercial Mortgage Pass-Through Certificates, Series 1996-1

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

     Commercial   Mortgage   Pass-Through   Certificates,   Series  1996-1  (the
"Certificates")  will  consist  of  three  classes,  Class  E-1  and  Class  E-2
(collectively,   the  "Offered   Certificates")   and  Class  R  (the  "Class  R
Certificate").  Only the Offered  Certificates are being offered hereby.  As set
forth herein,  the Class E-2 Certificates  will be subordinated to the Class E-1
Certificates. It is a condition to the issuance of the Offered Certificates that
the Class E-1  Certificates  be rated "BBB" by Duff & Phelps  Credit  Rating Co.
("D&P"), and that the Class E-2 Certificates be rated "BB" by each of Standard &
Poor's Ratings Services, a division of The McGraw-Hill Companies,  Inc. ("S&P"),
and D&P.

     The Certificates  will represent,  in the aggregate,  all of the beneficial
ownership  interests  in a trust  (the  "Trust")  to be  established  by  Lehman
Structured  Securities  Corp. (the  "Depositor")  pursuant to a Trust Agreement,
dated as of October 1, 1996,  between the  Depositor  and State  Street Bank and
Trust Company, as trustee (the "Trustee").  The primary assets of the Trust (the
"Trust Fund") will consist  primarily of certain  Resolution  Trust  Corporation
(the  "RTC"  and,  together  with its  successors  and  assigns,  the  "Seller")
Commercial Mortgage Pass-Through  Certificates,  Series 1994-C1 (the "Underlying
Certificates"),   Class  E  (the  "Underlying  Class  E  Certificates"),   which
Underlying Class E Certificates  represent  approximately 59.37% of the original
Certificate Principal Amount of Class E of the Underlying  Certificates,  with a
current  principal  balance of  $65,731,702.68  upon deposit into the Trust. The
Underlying  Class E  Certificates  represent  an  interest  in a trust fund (the
"Underlying  Trust Fund"),  the assets of which consist  primarily of adjustable
and fixed rate,  amortizing  and balloon  payment,  conventional  mortgage loans
secured  by first  liens  on  commercial  real  estate  properties,  multifamily
residential  properties  and mixed  residential/commercial  properties  and also
includes mortgage loans secured by junior liens on such types of properties (all
such mortgage loans, the "Mortgage Loans").  The Underlying Class E Certificates
were  acquired by the  Depositor in  secondary  market  transactions  at varying
prices.  The Underlying Class E Certificates are currently rated "BB" by S&P and
D&P.

                                                  (cover continued on next page)
  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. ANY REPRESENTATION TO THE CONTRARY
                             IS A CRIMINAL OFFENSE.

                Prospective investors in the Offered Certificates
should consider the factors discussed under "Risk Factors" beginning on page 12.
<PAGE>
<TABLE>
<CAPTION>

                        Initial Certificate     Price to      Underwriting        Certificate         Final Scheduled        CUSIP
          Class          Principal Amount      Public (3)       Discount         Interest Rate      Distribution Date(1)     Number
          -----          --------- ------      ---------        --------         -------------      -----------------        ------

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

                                               Initial Certificate         Certificate          Final Scheduled
                               Class           Principal Amount(1)        Interest Rate      Distribution Date(2)

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

<S>                         <C>                   <C>             <C>                <C>               <C> <C>  <C>       <C>
    Class E-1........       $29,579,266           (2)             (2)                7.995%            June 25, 2026      52518RAA4
                             ----------                                                                                            
    Class E-2........       $36,152,436          85.50%           0.25%              7.995%            June 25, 2026      52518RAB2
                             ----------                                                                                            


- ------------------------
<FN>

(1)  Determined on the basis of the assumptions set forth herein.

(2)  The Class E-1 Certificates  will be offered by Lehman Brothers from time to
     time in  negotiated  transactions  or  otherwise  at  varying  prices to be
     determined at the time of sale.

(3)  The aggregate  proceeds  (excluding accrued interest) to the Depositor from
     the sale of the  Offered  Certificates  will be  approximately  $60,525,000
     before  deduction  of expenses  payable by the  Depositor  estimated  to be
     approximately $525,000. ------------------------------
</FN>
</TABLE>


     The Offered  Certificates  offered by this Prospectus are offered by Lehman
Brothers Inc. or one of its affiliates  ("Lehman Brothers" or the "Underwriter")
subject to prior sale, to withdrawal,  cancellation or modification of the offer
without  notice,  to delivery to and  acceptance by Lehman  Brothers and certain
further  conditions.  It is  expected  that the Class E-2  Certificates  will be
delivered in definitive  form at the offices of Lehman  Brothers,  New York, New
York, and that the Class E-1  Certificates  will be delivered in book-entry form
through the Same-Day Funds Settlement System of The Depository Trust Company, in
each case on or about  November 1, 1996.  ------------------------------  LEHMAN
BROTHERS October 29, 1996

<PAGE>

                                      
(cover continued from previous page)


     The primary credit support for the Underlying  Class E Certificates  is (i)
the right to draw on a reserve fund (the "Reserve Fund") established by the RTC,
(ii) the credit support  provided by  subordination  to the  Underlying  Class E
Certificates of certificates ranking lower in priority of payments and higher in
priority  of  allocation  of losses,  and (iii) the extent to which the  current
Scheduled  Principal  Balance of the  Mortgage  Loans  exceeds  the  Certificate
Principal  Amount  of the  Underlying  Certificates.  The  Certificates  and the
Underlying Class E Certificates do not constitute  obligations of the Depositor,
the Trustee, the Seller, the RTC or any depository institution for which the RTC
has  acted  as  conservator  or  receiver.  Neither  the  Certificates  nor  the
Underlying Class E Certificates will be savings accounts or deposits and are not
insured  or  guaranteed  by  the  Federal  Deposit  Insurance  Corporation,  the
Resolution   Trust   Corporation   or   any   other   governmental   agency   or
instrumentality.

     Lehman Brothers, directly or through one or more of its affiliates, intends
to  make a  secondary  market  in the  Offered  Certificates  but  is  under  no
obligation  to do so. The  footnotes  to the table on the  previous  page are as
follows:


     The  Offered  Certificates  will bear  interest  at the rate per annum (the
"Certificate  Interest  Rate") set forth on the cover  hereof.  Interest  on the
Offered Certificates will be payable each month on the 25th day of the month (or
the next succeeding  Business Day if such 25th day is not a Business Day), which
is the same day on which  distributions  on the Underlying  Class E Certificates
are  scheduled to be made (each such date, a  "Distribution  Date"),  commencing
November 25, 1996.  Interest  will accrue on the Offered  Certificates  from the
first day of the month  preceding  the month in which the  related  Distribution
Date occurs through the last day of such preceding month (each such period,  the
"Certificate Interest Accrual Period"),  which is the same period over which the
Underlying Class E Certificates will accrue interest.  Principal payments on the
Offered  Certificates  will be made in the  amounts and in  accordance  with the
priorities described herein.

     An election will be made to treat the Trust Fund as a "real estate mortgage
investment  conduit" (a "REMIC" and, with respect to the Trust Fund,  the "Trust
REMIC") for  federal  income tax  purposes.  The  Offered  Certificates  will be
designated as "regular interests" and the Class R Certificate will be designated
as the "residual  interest" in the Trust REMIC.  See "CERTAIN FEDERAL INCOME TAX
CONSEQUENCES."

     The  transferability  of the  Offered  Certificates  is  subject to certain
limitations.  See  "DESCRIPTION  OF  THE  CERTIFICATES  --  Restrictions  on the
Transfer of the Certificates."

     Until ninety days after the date of this Prospectus,  all dealers effecting
transactions in the Offered  Certificates,  whether or not participating in this
distribution,  may be required to deliver a  Prospectus.  This is in addition to
the obligation of dealers acting as  underwriters to deliver the Prospectus with
respect to their unsold allotments or subscriptions.
<PAGE>

                             SUMMARY OF TRANSACTION


     The Offered  Certificates being offered hereby will evidence the beneficial
ownership   interests  in  the  Trust,   the  assets  of  which  consist  of  an
approximately  59.37%  portion  of  a  single  class  of  certificates  entitled
Commercial Mortgage Pass-Through  Certificates,  Series 1994-C1, Class E, issued
on  September  29,  1994,  by  the  Resolution  Trust   Corporation.   Principal
distributed on the Underlying  Class E Certificates  (other than with respect to
Excess  Interest)  on each  Distribution  Date  will  be  applied  first  to pay
principal on the Class E-1 Certificates,  until such Class E-1 Certificates have
been paid in full,  and then to pay  principal  on the  Class E-2  Certificates,
until such Class E-2 Certificates have been paid in full. Principal  distributed
on the  Underlying  Class E Certificates  resulting from Excess  Interest on any
such  Distribution  Date  will be  applied  to pay  principal  on the  Class E-1
Certificates and the Class E-2 Certificates, pro rata.

     The Class E-1  Certificates  will be assigned a rating of "BBB" by D&P, and
the Class E-2 Certificates will be assigned a rating of "BB" by D&P and S&P (the
"Rating Agencies").  In certain instances,  the owner of the Reserve Fund (which
as of October 1, 1996 is the Seller) is permitted,  pursuant to the terms of the
Collateral  Security  Agreement (as defined in the  Underlying  Prospectus),  to
obtain a release of funds on deposit in the Reserve  Fund,  provided and only to
the  extent  that any  such  release  does  not  result  in a  downgrade  of the
Underlying  Certificates to a rating level below the initial ratings assigned to
such Underlying  Certificates  (as indicated  below).  Amounts released from the
Reserve Fund to the owner of the Reserve Fund would not be recoverable from such
owner once they have been  released,  and  therefore  would not be  available to
holders of the Underlying  Certificates to cover losses.  The Depositor has been
advised by the Rating Agencies that (i) their rating of the Offered Certificates
is and will be based on the  assumption  that the owner of the Reserve Fund will
obtain,  from time to time,  a release of funds from the  Reserve  Fund and (ii)
accordingly,  since the Underlying  Certificates  have current  ratings equal to
their initial ratings,  any such release to such owner will not, solely based on
such release,  result in a downgrade or other qualification of the rating of the
Offered  Certificates  by either of the Rating  Agencies to the extent that such
Offered Certificates are then rated by such Rating Agency.

     Because an investor in the  Certificates  will  receive all of its payments
from  distributions  in  respect of the  Underlying  Class E  Certificates,  the
following table has been prepared to give such investors updated  information on
the status of the Resolution Trust Corporation, Commercial Mortgage Pass-Through
Certificates,  Series 1994-C1  transaction (the "Underlying  Transaction") as of
October 1, 1996, based on the Underlying Trustee's report to Certificateholders,
dated October 25, 1996 (the "Underlying  Trustee's October Report"): 

<TABLE>
<CAPTION>
 


           Initial   Current                  Pass
Underlying Ratings   Ratings                  Through            Original            October 1, 1996
Class      S&P/D&P   S&P/D&P   Collateral     Rate               Balance             Balance
- -----      -------   -------   ----------     ----               -------             -------
<S>       <C>        <C>       <C>            <C>     <C>        <C>                 <C>
 A-1      AAA/AAA    AAA/AAA   Multifamily    LIBOR + 0.45%#     $141,209,000        $106,749,920
 A-2A     AAA/AAA    AAA/AAA   Multifamily            6.80%       $35,772,000                  $0
 A-2B     AAA/AAA    AAA/AAA   Multifamily            7.45%       $23,155,000                  $0
 A-2C     AAA/AAA    AAA/AAA   Multifamily            7.45%      $129,291,000        $122,293,568
 A-3      AAA/AAA    AAA/AAA   Comm'l/Multi.  LIBOR + 0.55%#     $341,663,000        $245,939,999
 A-4      AAA/AAA    AAA/AAA   Comm'l/Multi.          7.25%       $68,714,000                  $0
 B        AA/AA+     AA/AA+    Comm'l/Multi.          8.00%       $56,905,000         $56,905,000
 C        A/AA       A/AA      Comm'l/Multi.          8.00%      $102,428,000        $102,428,000
 D        BBB/A      BBB/A     Comm'l/Multi.          8.00%       $68,286,000         $62,499,300
 E        BB/BB      BB/BB     Comm'l/Multi.          8.00%      $125,190,000        $110,723,249
 F        B/BB-      B/BB-     Comm'l/Multi.          8.00%       $45,524,000         $36,843,950
                                                                  -----------         -----------
                                                               $1,138,137,000        $844,382,985

</TABLE>
     # One month  LIBOR  calculated  in the manner  set forth in the  Underlying
Prospectus   under   "DESCRIPTION  OF  THE   CERTIFICATES  --  Distributions  --
Determination  of LIBOR" plus 45 or 55 basis points,  as applicable,  per annum,
such total amount subject to a cap of 13% per annum.

     In addition,  the following information about the Underlying  Certificates,
the Mortgage Loans and the Reserve Fund is provided as of October 1, 1996, based
on the Underlying  Trustee's  October Report:

<TABLE>
<CAPTION>

                                                           Underlying       October 1,                            Percentage
                                                           Closing Date     1996             Change               Change  
                                                           -------          ----             ------               ------  
<S>                                                        <C>              <C>              <C>                     <C>
Balance  of  the  Underlying   Certificates                $1,138,137,000   $844,382,985     ($293,754,015)         -25.8%


Scheduled Principal Balance of the                         $1,138,319,146    $873,687,532     ($264,631,614)        -23.2%
Underlying Mortgage Loans
Balance of the Reserve Fund*                                 $294,333,118    $274,361,948      ($19,971,170)         -6.8%
Reserve Fund Balance**                                              25.9%           32.5%               6.4%         25.6%
Certificate Principal Amount of Underlying Class F                   4.0%            4.4%               0.4%          9.1%
Certificates**
Overcollateralization of the Mortgage Pool**                         0.0%            3.5%               3.5%           N/A
                                                                     ----            ----               ----  ---      ---
Total Credit Support for Underlying Class E Certificates**          29.9%           40.3%              10.4%         35.0%
</TABLE>


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

* For a  description  of the  permitted  investments  of the Reserve  Fund,  see
"DESCRIPTION  OF THE  CERTIFICATES -- Reserve Fund -- General" in the Underlying
Prospectus.
** Credit Support for the Underlying Class E Certificates  consists
of the available funds in the Reserve Fund, the outstanding principal balance of
the Class F  Certificates  (as  defined in the  Underlying  Prospectus)  and the
amount of  overcollateralization  of the  Mortgage  Pool and is  expressed  as a
percentage of the principal balance of the Underlying Certificates.

     For  information  concerning  the level of  delinquencies  on the  Mortgage
Loans,  investors  are  urged to  review  "SERVICING  OF THE  MORTGAGE  LOANS --
Delinquency Experience" herein.

     For  additional  information  regarding  the  terms  and  structure  of the
Underlying   Transaction,   see  the  Prospectus   relating  to  the  Underlying
Transaction,  attached  hereto  as  Annex  A.  The  prospectus  relating  to the
Underlying  Transaction  speaks only as of September 26, 1994,  and  information
included  therein is not  current.  Prospective  investors  should refer to this
Prospectus for more current information.
<PAGE>

                           SUMMARY OF TERMS


     The  following  summary is  qualified  in its  entirety by reference to the
detailed  information   appearing  elsewhere  in  this  Prospectus  and  in  the
prospectus  relating to the RTC Commercial Mortgage  Pass-Through  Certificates,
Series 1994-C1 (the "Underlying Prospectus," annexed hereto as Annex A) pursuant
to which the Underlying Class E Certificates were issued. Capitalized terms used
but  not  defined  herein  have  the  meanings  assigned  in the  text  of  this
Prospectus. See "Index of Principal Terms."

     Information on the Mortgage Loans  contained  herein is based upon publicly
available information,  including,  in particular,  information contained in the
Underlying Prospectus, reports to holders of the Underlying Class E Certificates
(the "Underlying  Certificateholders")  which will include the Trust, reports of
the Master  Servicer and  Underlying  Trustee and other  reports  regarding  the
Mortgage  Loans  made  available  publicly  or  to  holders  of  the  Underlying
Certificates (including the Underlying Class E Certificates).  The Depositor has
not  independently  confirmed that the information  presented in such Underlying
Prospectus  or in such other reports is accurate or complete.  Furthermore,  the
Underlying  Prospectus  speaks only as of September  26, 1994,  and  information
included  therein is not  current.  Prospective  investors  should refer to this
Prospectus for more current information.

<PAGE>

                                SUMMARY OF TERMS



Depositor...................    Lehman   Structured   Securities   Corp.   (the
                                "Depositor").    The   Depositor's    principal
                                offices  are located at 200 Vesey  Street,  New
                                York,   New   York   10285,   telephone   (212)
                                526-5594.  See "THE DEPOSITOR" herein.



Certificates................    Commercial Mortgage Pass-Through  Certificates,
                                Series  1996-1,  in  the  Classes  and  in  the
                                initial   Certificate   Principal  Amounts  set
                                forth  on the  cover  page of  this  Prospectus
                                (the  "Certificates").  The  Certificates  will
                                consist of three  classes  (each,  a  "Class"),
                                Class   E-1  and   Class   E-2  (the   "Offered
                                Certificates")   and  Class  R  (the  "Class  R
                                Certificate").  The Class R Certificate  is not
                                being offered hereby.  See  "DESCRIPTION OF THE
                                CERTIFICATES" herein.

                                The  Offered  Certificates  will be  subject  to
                                certain transfer restrictions.  See "DESCRIPTION
                                OF  THE  CERTIFICATES  --  Restrictions  on  the
                                Transfer of the Certificates" herein.

                                The   Certificates   will   evidence,   in   the
                                aggregate,   all  of  the  beneficial  ownership
                                interests in a trust (the "Trust") the corpus of
                                which (the "Trust Fund") will consist  primarily
                                of the  Underlying  Class  E  Certificates.  The
                                Certificates   will  be   issued  by  the  Trust
                                pursuant to a Trust  Agreement to be dated as of
                                October 1, 1996 (the "Trust Agreement"), between
                                the   Depositor  and  the  Trustee  (as  defined
                                herein). See "DESCRIPTION OF THE CERTIFICATES --
                                The Trust Fund" herein.



Trust Fund..................    The  assets  in the  Trust  Fund  will  consist
                                primarily of Resolution Trust  Corporation (the
                                "RTC" acting in its  corporate  capacity and as
                                conservator  or receiver of various  depository
                                institutions,    and,    together    with   its
                                successors    and   assigns,    the   "Seller")
                                Commercial Mortgage Pass-Through  Certificates,
                                Series 1994-C1,  Class E (the "Underlying Class
                                E  Certificates")  representing  a  portion  of
                                Class E of the Underlying  Certificates  with a
                                current  principal  balance upon  transfer into
                                the Trust (after  giving  effect to the October
                                25, 1996  distribution) of $65,731,702.68 as of
                                October  1,  1996.  The   Underlying   Class  E
                                Certificates  represent  an interest in a trust
                                fund (the "Underlying Trust Fund"),  the assets
                                of  which  consist  primarily  of a  pool  (the
                                "Mortgage  Pool") of adjustable and fixed rate,
                                amortizing  and balloon  payment,  conventional
                                mortgage   loans  secured  by  first  liens  on
                                commercial real estate properties,  multifamily
                                residential      properties      and      mixed
                                residential/commercial  properties and mortgage
                                loans  secured by junior liens on such types of
                                properties  (all  such  mortgage   loans,   the
                                "Mortgage Loans").  Midland Data Systems,  Inc.
                                and  Banc   One   Management   and   Consulting
                                Corporation   act  as  Master   Servicer   (the
                                "Master  Servicer")  and Special  Servicer (the
                                "Special  Servicer"),   respectively,   of  the
                                Mortgage  Loans,  and  State  Street  Bank  and
                                Trust  Company is the trustee (the  "Underlying
                                Trustee")   with  respect  to  the   Underlying
                                Transaction.    A   brief    summary   of   the
                                Underlying   Certificates   is  included  above
                                under  "Summary  of  Transaction."  For further
                                information     regarding    the     Underlying
                                Certificates,  see  the  Underlying  Prospectus
                                attached hereto.

                                The Underlying Class E Certificates  were issued
                                on   September   29,   1994  with  an   original
                                Certificate  Principal  Amount  of  $74,320,000,
                                which amount constituted approximately 59.37% of
                                the entire Class when issued.


The Mortgage Loans*.........    As  of  September  1,  1996  the  Mortgage  Pool
                                consisted  of  1,686   Mortgage  Loans  with  an
                                approximate    aggregate   Scheduled   Principal
                                Balance   of   $879,146,305.    Based   on   the
                                information   in  the   Underlying   Prospectus,
                                substantially  all of the Mortgage Loans are not
                                insured or guaranteed by any governmental entity
                                or private mortgage insurer.  The Mortgage Loans
                                are secured by first liens (or: (i) with respect
                                to 67 Mortgage Loans with an aggregate Scheduled
                                Principal  Balance of approximately  $19,040,627
                                representing approximately 2.17% of the Mortgage
                                Pool  by  Scheduled   Principal  Balance  as  of
                                September 1, 1996,  by second liens on Mortgaged
                                Properties  (as defined  below) with  respect to
                                which the related  first liens are not  included
                                in the  Mortgage  Pool;  (ii) with  respect to 3
                                Mortgage  Loans  with  an  aggregate   Scheduled
                                Principal  Balance of  approximately  $1,972,568
                                representing approximately 0.22% of the Mortgage
                                Pool  by  Scheduled   Principal  Balance  as  of
                                September  1, 1996,  by third liens on Mortgaged
                                Properties  with  respect  to which the  related
                                first and second  liens are not  included in the
                                Mortgage  Pool;  and  (iii)  with  respect  to 4
                                Mortgage  Loans  with  an  aggregate   Scheduled
                                Principal  Balance  of  approximately   $146,957
                                representing approximately 0.02% of the Mortgage
                                Pool  by  Scheduled   Principal  Balance  as  of
                                September   1,  1996,   by  liens  on  Mortgaged
                                Properties   for  which  the  lien  position  is
                                unknown) on fee simple or leasehold interests in
                                multifamily   residential   properties,   office
                                buildings, retail buildings,  warehouses, hotels
                                and motels,  industrial  buildings and a variety
                                of  other  commercial   properties   located  in
                                approximately  41  states  and the  District  of
                                Columbia.

                                The   Mortgage   Loans  are  divided  into  four
                                Mortgage  Loan  Groups on the basis of  interest
                                rate   and   type   of   underlying    Mortgaged
                                Properties.

                                Mortgage Loan Groups 1 and 2 consist of Mortgage
                                Loans secured by first liens (or by junior liens
                                where all related  senior liens secure  Mortgage
                                Loans  included  in the  related  Mortgage  Loan
                                Group)  on  multifamily  residential  properties
                                ("Eligible Multifamily Mortgage Loans").

                                Mortgage Loan Group 1 consists of Mortgage Loans
                                having  Mortgage  Interest  Rates  (the  rate at
                                which  interest  accrues on each Mortgage  Loan)
                                which are  adjustable  and generally  subject to
                                minimum  interest rates ("Floor Interest Rates")
                                lower than those of the adjustable  rate Group 2
                                Mortgage Loans or no Floor Interest  Rates.  All
                                of the  Group  1  Mortgage  Loans  are  Eligible
                                Multifamily  Mortgage  Loans. As of September 1,
                                1996,  the 322 Mortgage  Loans in Mortgage  Loan
                                Group 1 had an approximate  aggregate  Scheduled
                                Principal  Balance of  $183,766,834,  a weighted
                                average Mortgage  Interest Rate of approximately
                                7.94% per annum and a weighted average remaining
                                term to stated  maturity of  approximately  19.0
                                years  based  on  the  Maturity  Date  Extension
                                Assumptions For Matured  Balloon  Mortgage Loans
                                described  herein.  Approximately  24.89% of the
                                Group 1 Mortgage Loans,  by Scheduled  Principal
                                Balance as of September  1, 1996,  are not fully
                                amortizing over their terms to maturity.

                                Mortgage Loan Group 2 consists of Mortgage Loans
                                having  Mortgage  Interest Rates which are fixed
                                (or,  in  limited   cases,   which  increase  or
                                decrease by fixed amounts after the Cut-Off Date
                                relating  to  the  Underlying  Transaction  (the
                                "Underlying  Cut-Off  Date") on a  predetermined
                                schedule)  and Mortgage  Loans  having  Mortgage
                                Interest Rates which are adjustable, but subject
                                to a Floor  Interest Rate of at least 8.375% per
                                annum.   Based   on  the   information   in  the
                                Underlying  Prospectus,   all  of  the  Group  2
                                Mortgage Loans are Eligible Multifamily Mortgage
                                Loans. As of September 1, 1996, the 410 Mortgage
                                Loans   in   Mortgage   Loan   Group  2  had  an
                                approximate    aggregate   Scheduled   Principal
                                Balance  of  $225,522,842,  a  weighted  average
                                Mortgage  Interest Rate of  approximately  8.85%
                                per annum and a weighted average  remaining term
                                to stated maturity of  approximately  14.5 years
                                based on the Maturity Date Extension Assumptions
                                For Matured  Balloon  Mortgage  Loans  described
                                herein.  Approximately  47.91%  of the  Group  2
                                Mortgage Loans, by Scheduled  Principal  Balance
                                as  of   September   1,  1996,   are  not  fully
                                amortizing over their terms to maturity.

                                Mortgage Loan Group 3 consists of Mortgage Loans
                                having   Mortgage   Interest   Rates  which  are
                                adjustable   and  generally   subject  to  Floor
                                Interest   Rates   lower   than   those  of  the
                                adjustable  rate  Group 4  Mortgage  Loans or no
                                Floor Interest  Rates.  As of September 1, 1996,
                                the 479 Mortgage  Loans in Mortgage Loan Group 3
                                had an approximate aggregate Scheduled Principal
                                Balance  of  $205,590,009,  a  weighted  average
                                Mortgage  Interest Rate of  approximately  8.31%
                                per annum and a weighted average  remaining term
                                to stated maturity of  approximately  11.9 years
                                based on the Maturity Date Extension Assumptions
                                For Matured  Balloon  Mortgage  Loans  described
                                herein.  Approximately  43.39%  of the  Group  3
                                Mortgage Loans, by Scheduled  Principal  Balance
                                as  of   September   1,  1996,   are  not  fully
                                amortizing over their terms to maturity.

                                Mortgage Loan Group 4 consists of Mortgage Loans
                                having  Mortgage  Interest Rates which are fixed
                                (or,  in  limited   cases,   which  increase  or
                                decrease by fixed  amounts  after  September  1,
                                1996 on a  predetermined  schedule) and Mortgage
                                Loans having  Mortgage  Interest Rates which are
                                adjustable, but subject to a Floor Interest Rate
                                of at least 8.375% per annum. As of September 1,
                                1996,  the 475 Mortgage  Loans in Mortgage  Loan
                                Group 4 had an approximate  aggregate  Scheduled
                                Principal  Balance of  $264,266,621,  a weighted
                                average Mortgage  Interest Rate of approximately
                                8.81% per annum and a weighted average remaining
                                term to stated  maturity  of  approximately  4.7
                                years  based  on  the  Maturity  Date  Extension
                                Assumptions For Matured  Balloon  Mortgage Loans
                                described  herein.  Approximately  87.39% of the
                                Group 4 Mortgage Loans,  by Scheduled  Principal
                                Balance as of September  1, 1996,  are not fully
                                amortizing over their terms to maturity.

                                As used herein,  "Mortgaged  Property" is either
                                (i) each fee  simple or  leasehold  interest  in
                                commercial,  multi-family  residential  or mixed
                                residential/commercial   property   securing   a
                                Mortgage  Loan,  or (ii) such  property,  as the
                                context requires.




     * Statistical information on the Mortgage Loans included in this Prospectus
is  generally  as of  September  1,  1996,  the last  day as of  which  detailed
information was made available by the Master  Servicer.  However,  to the extent
included in the Underlying Trustee's October Report,  certain information herein
is as of October 1, 1996, and is noted accordingly.  The Underlying Certificates
will be  transferred  to the Trust as of the  Cut-Off  Date  (October  1, 1996),
however,  and accordingly the information  with respect to the Mortgage Loans is
expected to vary on the Cut-Off Date from the information presented herein as of
September 1, 1996, due to scheduled  principal payments,  prepayments,  negative
amortization, losses and other factors.




Maturity Date Extension
 Assumptions For Matured
 Balloon Mortgage Loans.....  Unless noted  otherwise,  the  following  maturity
                              date extension  assumptions  were used for Matured
                              Balloon  Mortgage Loans to determine the remaining
                              term  to  stated  maturity,   in  classifying  the
                              Mortgage Loans as either Balloon Mortgage Loans or
                              fully  amortizing  Mortgage Loans and in preparing
                              certain   tables  under  "YIELD,   PREPAYMENT  AND
                              MATURITY  CONSIDERATIONS" herein: (i) the maturity
                              dates  for  all  non-amortizing  Balloon  Mortgage
                              Loans that became Matured  Balloon  Mortgage Loans
                              on or before the Underlying Cut-Off Date have been
                              extended to September  1, 1999;  (ii) the maturity
                              dates for all other  Balloon  Mortgage  Loans that
                              became Matured Balloon Mortgage Loans on or before
                              the Underlying  Cut-Off Date have been extended to
                              the dates on which such Mortgage  Loans would have
                              fully  amortized  based on their related  original
                              amortization  terms;  (iii) the maturity dates for
                              all  Mortgage  Loans that became  Matured  Balloon
                              Mortgage Loans after the  Underlying  Cut-Off Date
                              and on or  before  September  1,  1996  have  been
                              extended to the date of the first  anniversary  of
                              their related original  maturity dates that occurs
                              after  September 1, 1996; and (iv) Matured Balloon
                              Mortgage  Loans  which have been  restructured  to
                              have new maturity dates are assumed to pay through
                              maturity  in  accordance  with their  restructured
                              terms.



Reserve Fund................    The  Underlying  Certificates  have the benefit
                                of the  Reserve  Fund  as  credit  enhancement.
                                The Reserve  Fund  itself,  however,  is not an
                                asset   of   the    Underlying    Trust.    See
                                "DESCRIPTION  OF  THE  CERTIFICATES  -  Reserve
                                Fund"  in  the  Underlying  Prospectus,  for  a
                                description  of the  permitted  investments  of
                                the  Reserve  Fund,  see  "DESCRIPTION  OF  THE
                                CERTIFICATES  - Reserve  Fund - General" in the
                                Underlying Prospectus.


Interest....................    On each  Distribution  Date (as defined below),
                                distributions  in respect of  interest  will be
                                made to holders  of each  Class of the  Offered
                                Certificates,  to the extent of funds available
                                therefor,   in  accordance   with  the  payment
                                priorities  set  forth in  "Description  of the
                                Certificates  --  Priorities  of  Distribution"
                                herein,  in an amount equal to interest accrued
                                during the preceding  calendar  month (each,  a
                                "Certificate Interest Accrual Period"),  net of
                                any Deferred  Interest  allocated to such Class
                                as  described  below.  Interest  will accrue on
                                the  Offered   Certificates   during  the  same
                                period   as   on   the   Underlying   Class   E
                                Certificates.   Interest  will  accrue  on  the
                                Offered   Certificates  with  respect  to  each
                                Distribution    Date    on   its    outstanding
                                Certificate  Principal Amount immediately prior
                                to  such  Distribution  Date  at the  rate  per
                                annum  (the  "Certificate  Interest  Rate") for
                                each  such  Class of  7.995%.  Interest  on the
                                Offered  Certificates will be calculated on the
                                basis of a 360-day  year  consisting  of twelve
                                thirty-day  months.  No interest will accrue on
                                the Class R  Certificate.  Interest will accrue
                                on  the   Class   E-1   Certificates   and  the
                                Class E-2  Certificates  beginning  October  1,
                                1996   and   will   be   distributed   on  each
                                Distribution Date commencing November 25, 1996.

                                Distributions  of interest to the holders of the
                                Offered  Certificates  ("Certificateholders"  or
                                "Holders")  will be  reduced  by the  amount  of
                                Deferred  Interest  allocated to the  Underlying
                                Class E Certificates, and such Deferred Interest
                                will  be  allocated   first  to  the  Class  E-2
                                Certificates   and   then  to  the   Class   E-1
                                Certificates  as  more  fully  set  forth  under
                                "DESCRIPTION OF THE  CERTIFICATES -- Interest on
                                the  Certificates"  herein.  The  amount  of any
                                Deferred  Interest  allocated  to a Class of the
                                Offered   Certificates  will  be  added  to  the
                                Certificate Principal Amount thereof.  "Deferred
                                Interest"  means,  with  respect to any Mortgage
                                Loan, the excess of (x) interest accrued on such
                                Mortgage  Loan  at  the  annual  rate  at  which
                                interest  accrues  on the  principal  balance of
                                such  Mortgage  Loan  (the  "Mortgage   Interest
                                Rate")  over (y)  accrued  interest  due on such
                                Mortgage  Loan at the rate at which  interest is
                                paid on such Mortgage Loan (the "Payment Rate").
                                No  Deferred   Interest  is   allocated  to  any
                                Underlying  Certificates unless interest accrued
                                thereon (as  adjusted  for  prepayment  interest
                                shortfalls)   exceeds  all   interest,   net  of
                                servicing  fees,  accrued or deemed to accrue on
                                the Mortgage Loans,  plus late charges,  penalty
                                interest  and  certain  other  amounts  received
                                thereon.


Principal...................    The  amount  of  principal  distributed  on the
                                Offered  Certificates on each Distribution Date
                                will equal the amount of principal  distributed
                                on the Underlying  Class E Certificates on each
                                Distribution  Date.  Principal  distributed  on
                                the Underlying  Class E  Certificates  includes
                                both  principal  attributable  to principal due
                                or   received   on  the   Mortgage   Loans  and
                                principal  distributed to the Underlying  Class
                                E   Certificates   from   distributable   funds
                                remaining     after    all    other    required
                                distributions   are  made  on  the   Underlying
                                Certificates  and any required  deposits to the
                                Reserve  Fund  are  made  ("Excess  Interest"),
                                which  funds  will   generally   represent  the
                                difference  between  interest  payable  on  the
                                Mortgage  Loans,  net of servicing  and trustee
                                fees,  and interest  payable on the  Underlying
                                Certificates.   Principal  distributed  on  the
                                Underlying  Class E  Certificates  (other  than
                                Excess  Interest)  on  each  Distribution  Date
                                will be applied  first to pay  principal on the
                                Class E-1  Certificates,  until such  principal
                                amount  has been paid in full,  and then to pay
                                principal on the Class E-2 Certificates,  until
                                such Class E-2  Certificates  have been paid in
                                full.  Principal  distributed on the Underlying
                                Class  E  Certificates  resulting  from  Excess
                                Interest on any such  Distribution Date will be
                                applied  to  pay  principal  on the  Class  E-1
                                Certificates  and the Class  E-2  Certificates,
                                pro   rata,    determined   after   all   other
                                distributions     of    principal    on    such
                                Distribution  Date.   Distributions  of  Excess
                                Interest    are   made   on   the    Underlying
                                Certificates    only   from   available   funds
                                remaining   after  making  all  other  required
                                distributions  on the  Underlying  Certificates
                                (including   the  class   subordinate   to  the
                                Underlying  Class E  Certificates)  and  making
                                any  required  deposit in the  Reserve  Fund to
                                restore  it to the  "Liquidity  Amount"  (2% of
                                the aggregate  Scheduled  Principal  Balance of
                                the  Mortgage   Loans  as  of  the   Underlying
                                Cut-Off   Date)   or,    subject   to   certain
                                limitations,   to  reimburse  it  for  previous
                                "Basis Risk  Reserve  Fund Draw  Amounts"  (the
                                amounts  withdrawn  from  the  Reserve  Fund as
                                specified    under    "DESCRIPTION    OF    THE
                                CERTIFICATES  --  Reserve  Fund"),  if any.  At
                                any  such  time  as the  Certificate  Principal
                                Amounts of the Class E-1  Certificates  and the
                                Class  E-2   Certificates  is  equal  to  zero,
                                payments of principal  made with respect to the
                                Underlying   Class  E   Certificates   will  be
                                distributed to the Class R Certificate.


Denominations; Form.........    The  Class  E-1  Certificates  will be issued in
                                fully registered form in original  denominations
                                of $100,000 and integral  multiples of $1,000 in
                                excess thereof.  The Class E-2 Certificates will
                                be issued in fully registered  certificated form
                                in  original   denominations   of  $250,000  and
                                integral  multiples of $1,000 in excess thereof.
                                The Class  E-1  Certificates  initially  will be
                                issued in book-entry  form and initially will be
                                represented by one or more physical certificates
                                registered  in the  name of  Cede & Co.,  as the
                                nominee of The Depository Trust Company ("DTC").
                                No person acquiring an interest in any Class E-1
                                Certificate  (a "Class E-1  Certificate  Owner")
                                will be entitled  to receive a fully  registered
                                physical      certificate     (a     "Definitive
                                Certificate")    representing    such   person's
                                interest in the Trust Fund,  except in the event
                                that  Definitive  Certificates  are issued under
                                the limited circumstances  described herein. All
                                references  herein  to  Certificateholders   and
                                their rights  shall  include the rights of Class
                                E-1  Certificate  Owners,  as such rights may be
                                exercised  through  DTC  and  its  participating
                                organizations,  except  as  otherwise  specified
                                herein.  See "DESCRIPTION OF THE CERTIFICATES --
                                Book-Entry Certificates."



Cut-Off Date................    October 1, 1996 (the "Cut-Off Date").



Closing Date................    On or about  November 1,  1996  (the  "Closing
                                Date").


Record Date.................    The  record  date  for  the  Certificates  (the
                                "Record Date") for each  Distribution Date will
                                be the close of business  on the last  Business
                                Day  of the  month  immediately  preceding  the
                                month in which such  Distribution  Date occurs,
                                or,  for  the  first   Distribution  Date,  the
                                Closing Date.


Business Day................    Any day  that is not a  Saturday,  Sunday  or a
                                day  on  which  banking  or  savings  and  loan
                                institutions    in    the    Commonwealth    of
                                Massachusetts  or  the  City  of New  York  are
                                authorized or obligated by law to be closed.


Distribution Date...........    A  distribution  date  (each,  a  "Distribution
                                Date")  will be, for each  month,  the 25th day
                                of the  month  or,  if such  25th  day is not a
                                Business Day, the next succeeding  Business Day
                                commencing  November  25,  1996.  Distributions
                                on the  Certificates  are  made on the same day
                                as  distribution  on  the  Underlying  Class  E
                                Certificates.


Trustee.....................    State  Street  Bank  and  Trust   Company.   As
                                compensation  for  its  services,  the  Trustee
                                will  be   entitled   to  a  trustee  fee  (the
                                "Trustee  Fee")  payable  on each  Distribution
                                Date  at a per  annum  rate  of  0.005%  on the
                                aggregate     principal    balance    of    the
                                Certificates.  The  Trustee  Fee  will  be paid
                                solely   from   interest   collected   on   the
                                Underlying  Class E  Certificates  and  will be
                                paid     prior     to      distributions     to
                                Certificateholders.  Any unpaid  amounts of the
                                Trustee  Fee  will   accrue   interest  at  the
                                Certificate  Interest Rate,  compounded monthly
                                as of the  end  of  each  Certificate  Interest
                                Accrual  Period,  to the end of the Certificate
                                Interest    Accrual   Period    preceding   the
                                Distribution Date when paid.


Final Scheduled
 Distribution Date..........    June 25,  2026,  which is the  Final  Scheduled
                                Distribution  Date for the  Underlying  Class E
                                Certificates.

Use of Proceeds.............    The Depositor will apply  substantially  all of
                                the net  proceeds  from the sale of the Offered
                                Certificates  to the purchase of the Underlying
                                Class  E   Certificates   and  the  payment  of
                                expenses   incurred  in  connection   with  the
                                issuance  and   underwriting   of  the  Offered
                                Certificates.

Optional Termination........    With   respect  to  the   Underlying   Class  E
                                Certificates,  on  or  after  any  Distribution
                                Date on  which  the  principal  balance  of the
                                Underlying  Certificates  is less  than  10% of
                                the respective  initial  principal  balances of
                                such   Underlying   Certificates,   the  Master
                                Servicer,  the Special  Servicer (if it is then
                                servicing all of the Mortgage  Loans  remaining
                                in the  Underlying  Trust  Fund),  the owner of
                                the   Reserve   Fund   or  of   the   Class   R
                                Certificates  issued  in  connection  with  the
                                Underlying  Transaction (the "Underlying  Class
                                R  Certificates")   will  have  the  option  to
                                purchase,   in   whole,   the   assets  of  the
                                Underlying   Trust  Fund.   Any  such  purchase
                                would   result  in  the   termination   of  the
                                Underlying  Trust Fund and the early retirement
                                of the  Underlying  Class  E  Certificates  and
                                thus the  termination of the Trust Fund and the
                                early  retirement  of  the   Certificates.   No
                                separate  provisions  have  been  made  for the
                                optional termination of the Certificates.

Certain Federal Income Tax
 Consequences...............    An  election  will be made to treat  the  Trust
                                Fund  as  a  real  estate  mortgage  investment
                                conduit  (a  "REMIC",  and with  respect to the
                                Trust Fund, the "Trust  REMIC").  The Class E-1
                                Certificates  and Class E-2  Certificates  (the
                                "Regular  Certificates")  will be designated as
                                the "regular  interests" in the Trust REMIC and
                                the Class R  Certificate  will be designated as
                                the "residual interest" in the Trust REMIC.


                                The  Regular  Certificates   generally  will  be
                                treated  as newly  originated  debt  instruments
                                issued by the Trust REMIC for federal income tax
                                purposes.   Beneficial  owners  of  the  Regular
                                Certificates  will be required to report  income
                                thereon in accordance with the accrual method of
                                accounting.  As a result, beneficial owners will
                                be required to report  interest income unless it
                                reasonably  appears,  at the time such  interest
                                otherwise  would be earned,  that such  interest
                                will be  uncollectible,  but may be  required to
                                report original issue discount ("OID") as income
                                until the Regular  Certificate is disposed of or
                                becomes  partially or wholly worthless under the
                                bad debt rules. It is anticipated that the Class
                                E-1 Certificates will be issued at a premium for
                                federal  income tax  purposes and that the Class
                                E-2  Certificates  will be issued with OID in an
                                amount  equal  to  the  excess  of  the  initial
                                principal  balances  thereof  (plus  5  days  of
                                interest at the Certificate  Interest Rate) over
                                their issue price (including accrued interest).


                                See "CERTAIN FEDERAL INCOME TAX CONSEQUENCES."

Transfer Restrictions on
 the Certificates...........    Each   purchaser  of  Class  E-1   Certificates
                                (including  beneficial  owners thereof) will be
                                deemed to have  represented  to the Trustee (a)
                                that  it is not an  employee  benefit  plan  or
                                other  retirement  arrangement  subject  to the
                                fiduciary  responsibility   provisions  of  the
                                Employee  Retirement  Income  Security  Act  of
                                1974, as amended ("ERISA"),  or Section 4975 of
                                the Internal  Revenue Code of 1986,  as amended
                                (the  "Code"),   or  a  governmental  plan  (as
                                defined in Section  3(32) of ERISA)  subject to
                                any  federal,  state  or  local  law  ("Similar
                                Law") which is, to a material  extent,  similar
                                to the  foregoing  provisions  of ERISA and the
                                Code  (collectively,  a  "Plan"),  and  is  not
                                acting on behalf of a Plan or using the  assets
                                of a Plan to acquire such Certificates;  or (b)
                                if  it  is  an  insurance  company,   that  the
                                purchase and holding of Class E-1  Certificates
                                or any  interest  therein  is  exempt  from the
                                prohibited  transaction provisions of ERISA and
                                the Code  under  Prohibited  Transaction  Class
                                Exemption 95-60.

                                The   Class   E-2   Certificates   may  only  be
                                transferred  to a purchaser who certifies to the
                                Trustee   that  such   proposed   purchaser   or
                                transferee  (a) is  either  (i)  not a Plan or a
                                person  acting  on behalf of a Plan or using the
                                assets of a Plan to acquire such Certificates or
                                (ii) is an  insurance  company and the  purchase
                                and holding of Class E-2  Certificates is exempt
                                from the  prohibited  transaction  provisions of
                                ERISA and the Code under Prohibited  Transaction
                                Class  Exemption   95-60;  and  (b)  is  (i)  an
                                institution that is an "accredited  investor" as
                                defined in  paragraphs  (1), (2), (3) and (7) of
                                rule 501(a) under the Securities Act of 1933, as
                                amended  (the "Act") (or any entity in which all
                                of  the   equity   owners   come   within   such
                                paragraphs),  (ii)  a  "qualified  institutional
                                buyer" as  defined  in rule  144A  under the Act
                                ("Qualified Institutional Buyer"), or (iii) is a
                                person  (other than any rating agency rating the
                                Depositor's    securities)   involved   in   the
                                organization or operation of the Depositor or an
                                "affiliate",  as  defined  in rule 405 under the
                                Act.

                                See   "DESCRIPTION   OF  THE   CERTIFICATES  --
                                Restrictions    on   the    Transfer   of   the
                                Certificates."


Legal Investment............    The  Offered  Certificates  do  not  constitute
                                "mortgage  related  securities" for purposes of
                                the Secondary  Mortgage Market  Enhancement Act
                                of    1984    ("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  the  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.
                                Prospective    investors    in   the    Offered
                                Certificates  should  consult  their own legal,
                                tax and accounting  advisors in determining the
                                suitability of and  consequences to them of the
                                purchase,  ownership  and  disposition  of  the
                                Offered  Certificates.  See  "LEGAL  INVESTMENT
                                CONSIDERATIONS."


ERISA Considerations........    Under  current law, the purchase and holding of
                                the  Offered  Certificates  by or on  behalf of
                                any   Plan   may   result   in  a   "prohibited
                                transaction"  within the meaning of ERISA,  the
                                Code  or  Similar   Law.   Consequently,   each
                                purchaser  or   transferee  of  the  Class  E-1
                                Certificates   will  be  deemed  to  have  made
                                certain  representations,  and  purchasers  and
                                transferees of the Class E-2 Certificates  will
                                be  required to deliver a  certification,  both
                                as more fully described under  "Restrictions on
                                the Transfer of the Certificates" herein.



Rating......................    It  is a  condition  to  the  issuance  of  the
                                Offered   Certificates   that  the   Class  E-1
                                Certificates  be  rated  "BBB" by Duff & Phelps
                                Credit Rating Co.  ("D&P"),  and that the Class
                                E-2  Certificates  be  rated  "BB"  by D&P  and
                                Standard & Poor's Ratings Services,  a division
                                of  The  McGraw-Hill  Companies,  Inc.  ("S&P")
                                (D&P and S&P are  collectively  referred  to as
                                the "Rating Agencies").

                                A security  rating  addresses the  likelihood of
                                the   receipt  by   Certificateholders   of  all
                                distributions  to which such  Certificateholders
                                are    entitled.    The   rating    takes   into
                                consideration the characteristics of the Offered
                                Certificates,   the   characteristics   of   the
                                Underlying   Class   E   Certificates   and  the
                                characteristics  of the Mortgage  Loans, as well
                                as the structural  and legal aspects  associated
                                with the  Offered  Certificates.  Each  security
                                rating  assigned  to  the  Offered  Certificates
                                should be evaluated  independently  of any other
                                security rating.

                                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 agency. In addition, a security
                                rating  does  not  address  the   likelihood  or
                                frequency   of   prepayments   on  the   Offered
                                Certificates  as a result of  prepayments on the
                                Mortgage Loans, or the  corresponding  effect on
                                yield to investors in the Offered Certificates.

                                The  terms of the  instrument  establishing  the
                                Reserve  Fund  permits  the  owner   thereof  to
                                request  and to  obtain  a  release  of funds in
                                certain instances,  provided that the ratings of
                                the  Underlying  Certificates  will  not,  as  a
                                result of such  release or  otherwise,  be rated
                                lower than the initial ratings  assigned to such
                                Underlying Certificates.

                                The  Depositor  has been  advised  by the Rating
                                Agencies  that (i) their  rating of the  Offered
                                Certificates   is  and  will  be  based  on  the
                                assumption  that the owner of the  Reserve  Fund
                                will  obtain,  from time to time,  a release  of
                                funds   from   the   Reserve   Fund   and   (ii)
                                accordingly,  since the Underlying  Certificates
                                have  current  ratings  equal to  their  initial
                                ratings,  any such  release  to such  owner will
                                not,  solely based on such release,  result in a
                                downgrade or other  qualification  of the rating
                                of the  Offered  Certificates  by  either of the
                                Rating  Agencies to the extent that such Offered
                                Certificates  are  then  rated  by  such  Rating
                                Agency.   Nevertheless,   as  a  result  of  the
                                permitted  releases from the Reserve  Fund,  the
                                probability  of an  upgrade  of the  Certificate
                                ratings is significantly diminished.


RTC Representations;
 RTC Guarantee of Seller
 Representations............
                                The RTC,  with  respect  to  Mortgage  Loans for
                                which it has acted as  Seller  in its  corporate
                                capacity,  has made certain  representations and
                                warranties and has given certain  indemnities to
                                the Underlying Trust Fund. In addition, the RTC,
                                with respect to Mortgage  Loans for which it has
                                not acted as Seller in its  corporate  capacity,
                                has guaranteed the  obligations of the seller of
                                such Mortgage  Loans into the  Underlying  Trust
                                Fund  to  make  indemnification  payments  or to
                                repurchase  affected Mortgage Loans in the event
                                of breaches of  representations  and  warranties
                                made  by  such  seller  regarding,  among  other
                                representations,  certain characteristics of the
                                Mortgage  Loans,  or to cure such breaches.  See
                                "DESCRIPTION    OF   THE   MORTGAGE   LOANS   --
                                Representations    and    Warranties"   in   the
                                Underlying Prospectus.

                                Pursuant to the RTC Completion  Act, the RTC was
                                terminated  as of  December  31,  1995,  and the
                                FSLIC  Resolution  Fund (the  "FRF") has assumed
                                all  of  the  RTC's   assets  and   liabilities,
                                including the  obligations of the RTC as Seller.
                                See "THE RESOLUTION TRUST CORPORATION" herein.


For a summary  of the  terms of the  Underlying  Certificates  see  "SUMMARY  OF
INFORMATION" in the Underlying Prospectus, attached hereto as Annex A.
<PAGE>

                                                                             
                                  RISK FACTORS

    1.  Limited  Liquidity.  There  is  currently  no  market  for  the  Offered
Certificates, and no listing on any securities exchange or other arrangement for
secondary  market trading of the Offered  Certificates is being made.  While the
Underwriter has advised that it (or its affiliates)  intends to make a secondary
market  in  the  Offered  Certificates,  it is  under  no  obligation  to do so.
Accordingly, there can be no assurance that such a market will develop or, if it
does develop,  that it will provide  holders of such Offered  Certificates  with
liquidity of investment or continue for the life of the Offered Certificates.


    2. Draws on the Reserve  Fund;  Permitted  Release of Funds in Reserve Fund;
Impact  on  Ratings.  In  certain  instances  the owner of the  Reserve  Fund is
permitted,  pursuant  to the  terms of the  Collateral  Security  Agreement  (as
defined in the Underlying  Prospectus),  to obtain a release of certain funds on
deposit in the Reserve Fund, provided that any such release does not result in a
downgrade  of the  Underlying  Certificates  to a rating level below the initial
ratings  assigned to such  Underlying  Certificates.  Amounts  released from the
Reserve Fund to the owner of the Reserve Fund would not be recoverable from such
owner once they have been  released,  and  therefore  would not be  available to
holders of the Underlying  Certificates to cover losses.  The Depositor has been
advised by the Rating Agencies that (i) their rating of the Offered Certificates
is and will be based on the  assumption  that the owner of the Reserve Fund will
obtain,  from time to time,  a release of funds from the  Reserve  Fund and (ii)
accordingly,  since the Underlying  Certificates  have current  ratings equal to
their initial ratings,  any such release to such owner will not, solely based on
such release, result in a downgrade or other qualification of the ratings of the
Offered  Certificates  by either of the Rating  Agencies to the extent that such
Offered  Certificates are then rated by such Rating Agency.  Nevertheless,  as a
result of the permitted  releases from the Reserve Fund,  the  probability of an
upgrade of the Certificate ratings is significantly diminished.

    3.  Subordination of Underlying Class E Certificates to the Other Underlying
Certificates  Issued by the RTC. The Underlying Class E Certificates,  which are
the sole source of payments on the  Certificates,  are  subordinated in right of
distributions  to the Class A-1,  Class  A-2C,  Class A-3,  Class B, Class C and
Class D Certificates (all as defined in the Underlying Prospectus). In addition,
the sources of credit  support for the Underlying  Class E Certificates  are the
right to draw on the Reserve  Fund as well as the  subordination  of the Class F
Certificates    (as   defined   in   the   Underlying    Prospectus)   and   the
overcollateralization  of the  Mortgage  Pool,  which may not fully  protect the
Underlying Class E Certificates, and consequently the Certificates,  from losses
allocated  as a  result  of  realized  losses  on  the  Mortgage  Loans.  For an
indication of the current  credit  support  afforded to the  Underlying  Class E
Certificates   from  the   Reserve   Fund,   the   Class  F   Certificates   and
overcollateralization of the Mortgage Pool, see "SUMMARY OF TRANSACTION" herein.


      4.   Subordination  of  the  Class  E-2  Certificates  to  the  Class  E-1
Certificates. The rights of the holders of the Class E-2 Certificates to receive
distributions  with  respect  to the  Underlying  Class E  Certificates  will be
subordinated  to the  rights of the Class E-1  Certificateholders  to the extent
described  herein.  The  subordination  is intended to enhance the likelihood of
regular  receipt  by the  Class  E-1  Certificateholders  of the full  amount of
monthly   distributions   due  to   them   and  to   protect   the   Class   E-1
Certificateholders against losses.


      5. Variability in Weighted Average Life and Yield of Offered Certificates.
The payment experience on the Mortgage Loans (including payment of principal and
Excess  Interest) will affect the actual payment  experience on and the weighted
average lives of the  Underlying  Certificates  and,  accordingly,  the weighted
average lives and yields of the Offered  Certificates.  Pursuant to the terms of
the Underlying Certificates, principal is distributed on Underlying Certificates
both from principal  payable on the Mortgage Loans and from Excess Interest (the
amount of  distributable  funds remaining after all other  distributions  on the
Underlying  Certificates and any required deposits to the Reserve Fund, which is
generally the difference  between interest payable on the Mortgage Loans, net of
servicing   and  trustee   fees,   and  interest   payable  on  the   Underlying
Certificates).   Prepayments  on  the  Mortgage  Loans  (including   prepayments
resulting from  modifications,  defaults or  liquidations  or repurchases due to
certain  breaches of the  Seller's  representations  and  warranties)  and other
principal payments (including payments of substantial  principal balances due at
their stated maturity ("Balloon  Payments")) on the Mortgage Loans are generally
applied first to classes of the Underlying  Certificates  that are senior to the
Underlying  Class E  Certificates  and are  therefore  not applied to payment of
principal of the Underlying Class E Certificates until the certificate principal
balance of all senior  classes of  Underlying  Certificates  has been reduced to
zero. Excess Interest,  however, is required to be distributed to classes of the
Underlying  Certificates  (after  payment  in full of all other  amounts  due to
holders of Underlying Certificates, payment of applicable expenses, and deposits
into the  Reserve  Fund to restore  it to the  Liquidity  Amount or,  subject to
certain  limitations,  to reimburse it for previous Basis Risk Reserve Fund Draw
Amounts,  if any) in the following ratios:  Class D 20%, Class E 50% and Class F
30% and, after the principal balance of any such class has been reduced to zero,
the portion  attributable to such class  sequentially to Class C, Class D, Class
E, and Class F and then to more  senior  classes.  Accordingly,  50% (or more in
cases  described in the  preceding  sentence) of Excess  Interest  available for
distribution is required to be applied to the Underlying Class E Certificates as
distributions  of principal,  and will be applied to the Class E-1 and Class E-2
Certificates pro rata.  Accordingly,  the rate of principal payments  (including
prepayments) on the Mortgage Loans, and the amount of principal distributions on
the  Underlying  Certificates  attributable  to  Excess  Interest,  will  have a
significant impact on the weighted average lives and maturities,  and may have a
significant impact on the yield, of the Certificates. See "Yield, Prepayment and
Maturity Considerations" herein.


    6. Delinquency and Historic Loss  Information for Mortgage Loans.  Investors
in the Offered  Certificates  are urged to review the  delinquency  and realized
loss information  provided under "SERVICING OF THE MORTGAGE LOANS -- Delinquency
Experience" herein for a better  understanding of the delinquency history of the
Mortgage Loans and the current and historic level of realized losses.


    7. Prepayment as a Result of Optional Termination.  The Offered Certificates
will be prepaid in the event that the optional  termination  rights  relating to
the Underlying Certificates are exercised (generally where the principal balance
of the Underlying  Certificates  has been reduced to 10% or less of its original
principal  balance).  Any such  purchase  would result in the  prepayment of the
Underlying  Class E  Certificates  to the extent then  outstanding  and thus the
prepayment  of the Offered  Certificates.  As of October 1, 1996,  the principal
balance of the Underlying  Certificates has been reduced to approximately 88.44%
of its original  principal balance and the combined principal balance of Class E
and  Class F of the  Underlying  Certificates  is  approximately  12.97%  of the
original principal amount of the Underlying Certificates, of which approximately
9.73% is represented by Class E and approximately  3.24% is represented by Class
F.

     8. Limited Access to Mortgage Loan Information.  The Depositor's  access to
current  information  on the  Mortgage  Loans was  limited to  certain  publicly
available    information,    including   reports   distributed   to   Underlying
Certificateholders,   the  Underlying  Prospectus,  and  the  monthly  portfolio
performance  reports,  as well as data tapes  provided to the  Depositor  by the
Underlying  Trustee  and the Master  Servicer.  As a result,  in some  instances
information which was deemed relevant to an investor in the Offered Certificates
could not be updated.


    The following information relates to "Special  Considerations"  contained in
the  Underlying  Prospectus  and  is  intended  to  update  certain  statistical
information  contained in the Underlying  Prospectus.  Prospective investors are
urged to read the  information  set forth below  together  with the  information
relating thereto in the Underlying Prospectus.


     1. Delinquent  Mortgage Loans;  Matured Balloon Mortgage Loans. 61 Mortgage
Loans  having  an  aggregate   Scheduled   Principal  Balance  of  approximately
$32,342,131,   representing  approximately  3.68%  of  the  aggregate  Scheduled
Principal  Balance of the Mortgage  Loans as of September 1, 1996,  are Mortgage
Loans that are delinquent as to their Balloon  Payments as of September 1, 1996,
that have not yet been the subject of modification as a consequence  thereof and
on which the  Borrowers  continue to make Monthly  Payments  (defined  below) in
accordance  with their original  terms,  and 2 Mortgage Loans, 2 Mortgage Loans,
and  15  Mortgage  Loans,  having  aggregate  Scheduled  Principal  Balances  of
approximately $1,236,347, $4,679,399, and $15,289,779 respectively, representing
approximately  0.14%, 0.53% and 1.74%  respectively,  of the aggregate Scheduled
Principal  Balance of the Mortgage  Loans as of September 1, 1996,  are Mortgage
Loans that are delinquent as to their Balloon  Payments as of September 1, 1996,
that have not yet been the subject of modification as a consequence  thereof and
on which the Borrowers are delinquent  thirty days,  sixty days, and ninety days
or more, respectively (collectively, "Matured Balloon Mortgage Loans").

     With  respect  to  any  Mortgage  Loan  and  any  "Due  Period"  (for  each
Distribution  Date,  the  period  commencing  on the  second  day  of the  month
preceding  the month in which such  Distribution  Date occurs and ending on (and
including) the first day of the month in which such  Distribution  Date occurs),
the  "Monthly  Payment"  is the  scheduled  monthly  payment  of  principal  and
interest,  excluding any Balloon Payment, on such Mortgage Loan which is payable
by a Borrower in such Due Period under the related note ("Note") or, in the case
of an "REO  Mortgage  Loan" (a Mortgage  Loan as to which the related  Mortgaged
Property  has been  acquired  on behalf of the  Underlying  Trust  Fund  through
foreclosure  or deed in lieu of  foreclosure,  which the  Special  Servicer  has
acquired  possession  of or is  operating  or which  has been  abandoned  by the
related  Borrower),  which  would  otherwise  have been  payable  under the Note
relating to such REO Mortgage  Loan,  determined in accordance  with the Pooling
Agreement,  except that (x) with respect to any Mortgage Loan which by its terms
pays  interest  in advance of its accrual  rather  than in arrears,  the Monthly
Payment is the scheduled  monthly  payment of  principal,  excluding any Balloon
Payment,  due in such Due Period and the scheduled  monthly  payment of interest
due in the preceding Due Period, and (y) with respect to any Mortgage Loan as to
which the related  Borrower is not required to make  payments  monthly under the
terms of the related Note (a "Non-Monthly Payment Loan"), the Monthly Payment in
any month is interest  accrued  thereon from the Due Date in the  preceding  Due
Period to the Due Date in such  current Due Period and  principal  (other than a
Balloon  Payment) due in such current Due Period.  With respect to a Non-Monthly
Payment  Loan,  the Monthly  Payment in respect of such loan is deemed to be due
the same day of each Due  Period  as the day in the month in which  payments  in
respect  of such  loan  are  actually  due.  As to each  Mortgage  Loan  and any
Distribution  Date,  the "Due Date" is the day of the month in the  related  Due
Period on which a Monthly  Payment or Balloon Payment is due (or, in the case of
a Non-Monthly Payment Loan, deemed to be due) without giving effect to any grace
period,  except that with respect to Mortgage  Loans which by their terms accrue
interest  in  advance  rather  than in  arrears,  the Due Date for the  interest
portion of each  Monthly  Payment  will be deemed to be the date one month after
the date such payment is actually due.

    2. Borrower Default;  Negative Amortization;  Balloon Payments. 539 Mortgage
Loans,  representing  approximately  39.27% of the aggregate Scheduled Principal
Balance  of all of the  Mortgage  Loans as of  September  1, 1996,  provide  for
adjustment  of the rate of interest  which  becomes due (rather than accrues) on
each such Mortgage Loan on each Due Date (the "Payment  Rate") on a date that is
different  from the date on which the related  Mortgage  Interest Rate (which is
the rate at which interest accrues on such Mortgage Loan) adjusts.

    586  Mortgage  Loans  representing  approximately  53.91%  of the  aggregate
Scheduled  Principal  Balance of the Mortgage  Loans as of September 1, 1996 are
not fully  amortizing  over their terms to maturity  based on the Maturity  Date
Extension  Assumptions For Matured Balloon  Mortgage Loans described herein and,
thus, may have substantial principal balances at maturity.

    71 Mortgage Loans,  119 Mortgage Loans and 181 Mortgage Loans,  representing
approximately 6.90%, 11.64% and 14.98%, respectively, of the aggregate Scheduled
Principal  Balance of the Mortgage  Loans as of September 1, 1996,  have Balloon
Payments  due in the  years  1998,  1999  and  2000,  respectively  based on the
Maturity Date Extension Assumptions For Matured Balloon Mortgage Loans described
herein.

     3.  Loans-to-Facilitate;  Modified Mortgage Loans. Included in the Mortgage
Pool are Mortgage Loans which were  originated  for the purpose of  facilitating
the sale of mortgaged  properties  acquired by a "Depository  Institution"  (any
state or federally chartered  depository  institution for which the RTC has been
appointed    conservator   or   receiver)   upon    foreclosure   or   otherwise
("Loans-to-Facilitate").   The  Loans-to-Facilitate  are  composed  of  (a)  282
Mortgage Loans,  representing  approximately  24.82% of the aggregate  Scheduled
Principal  Balance of the  Mortgage  Loans as of  September  1, 1996,  which are
"Seller-Originated  Loans"  (Mortgage  Loans  that have been  originated  or, in
certain circumstances, modified by the Seller, in its capacity as conservator or
receiver of a Depository Institution);  and (b) 47 Mortgage Loans,  representing
approximately 3.80% of the aggregate Scheduled Principal Balance of the Mortgage
Loans as of September 1, 1996,  which were originated by entities other than the
Seller.

    Included  in  the  Mortgage  Pool  are  174  Mortgage  Loans,   representing
approximately  13.77%  of  the  aggregate  Scheduled  Principal  Balance  of the
Mortgage Loans as of September 1, 1996,  which the Seller  believes to have been
modified  subsequent to their  origination and prior to the closing date for the
Underlying  Transaction  ("Previously Modified Mortgage Loans"). The Seller does
not publicly provide  information  concerning the number of Mortgage Loans which
have been modified since such closing date.

    4.  Environmental  Law  Considerations.  320  Mortgage  Loans,  representing
approximately  16.96%  of  the  aggregate  Scheduled  Principal  Balance  of the
Mortgage  Loans as of September 1, 1996,  are secured by  multifamily  Mortgaged
Properties  located in Los Angeles  County that were built  before  1978,  after
which it is generally  believed that lead-based paint was no longer used in such
buildings.

    5. Geographic  Concentration;  Regional  Considerations  Affecting  Mortgage
Loans.  798  Mortgage  Loans,  244  Mortgage  Loans,  85 Mortgage  Loans and 190
Mortgage Loans,  representing  approximately  50.70%,  15.43%,  6.86% and 6.25%,
respectively, of the aggregate Scheduled Principal Balance of the Mortgage Loans
as of September  1, 1996,  are secured by  Mortgaged  Properties  located in the
States of California (84% of Mortgaged Properties in the State of California are
located in Southern  California),  Texas, Florida and Virginia.  Improvements on
Mortgaged  Properties  located in California may be more  susceptible to certain
types of special  hazards not covered by insurance  (such as  earthquakes)  than
properties located in other parts of the country. In addition,  the economies of
the States of California,  Texas, Florida and Virginia may be adversely affected
to a  greater  degree  than  that of  other  areas  of the  country  by  certain
developments  affecting  industries  concentrated in such states.  Moreover,  in
recent  periods,  several  regions of the United States  (including  California,
Texas,  Florida and  Virginia)  have  experienced  significant  downturns in the
market value of real estate.


    For a complete discussion of the risk factors with respect to the Underlying
Certificates,   see  "SPECIAL  CONSIDERATIONS"  in  the  Underlying  Prospectus,
attached hereto as Annex A.

                         DESCRIPTION OF THE CERTIFICATES

The Trust Fund

    The  Certificates  will be issued  pursuant to a Trust Agreement (the "Trust
Agreement"),  to be dated as of October 1, 1996,  between the  Depositor and the
Trustee.  The summary of provisions of the Trust Agreement contained herein does
not purport to be complete  and is subject to, and  qualified in its entirety by
reference to, the provisions of the Trust Agreement.

    The Trust Fund created  pursuant to the Trust  Agreement will consist of the
Underlying  Class  E  Certificates  and  a  special  account  (the  "Certificate
Account") to be  established  and  maintained  by the Trustee in the name of the
Trust.  As described in the Trust  Agreement,  the  Certificate  Account will be
either (i) an account or accounts  maintained with a federal or state depository
institution or trust company or (ii) a segregated trust account or accounts. The
Trustee is required to deposit  each  distribution  received by the Trustee with
respect to the Underlying Class E Certificates in the Certificate Account.

The Trustee

     State Street Bank and Trust Company will act as Trustee for the Trust Fund.
The mailing  address of the  Trustee's  Corporate  Trust  Office is 225 Franklin
Street, Boston, MA 02110.


    As compensation for its services,  the Trustee will be entitled to a trustee
fee (the "Trustee Fee") payable on each Distribution Date at a per annum rate of
0.005% on the aggregate  principal balance of the Certificates.  The Trustee Fee
will  be  paid  solely  from  interest  collected  on  the  Underlying  Class  E
Certificates and will be paid prior to distributions to Certificateholders.  Any
unpaid  amounts of the  Trustee  Fee will  accrue  interest  at the  Certificate
Interest Rate,  compounded  monthly as of the end of each  Certificate  Interest
Accrual Period, to the end of the Certificate  Interest Accrual Period preceding
the  Distribution  Date when paid. State Street Bank and Trust Company also will
act as REMIC  administrator  for the Certificates (in such capacity,  the "REMIC
Administrator") and will perform certain ministerial, administrative and limited
accounting  duties relating to the  Certificates  on behalf of the Trustee.  The
REMIC  Administrator also will perform certain tax reporting duties with respect
to the Certificates.  The Trustee will perform any public filing requirements of
the Trust.

Amendment; Voting Rights

     The Trust Agreement may be amended from time to time by the Trustee and the
Depositor, without the consent of any of the Certificateholders, (i) to cure any
ambiguity,  (ii) to correct or supplement  any  provisions  therein which may be
inconsistent with any other material  provision  therein,  (iii) to maintain the
qualification  of the Trust  REMIC as a REMIC or  prevent  the Trust  REMIC from
entering  into any  Prohibited  Transaction,  (iv) to change the  timing  and/or
nature of deposits into the  Certificate  Account  provided that (a) such change
may not, as evidenced by an opinion of counsel, adversely affect in any material
respect the  interests  of any  Certificateholder  and (b) such change shall not
result in a downgrade, qualification or withdrawal of the then-current rating of
the  Certificates,  as  evidenced  by a letter from each  Rating  Agency to such
effect, or (v) to add such other provisions with respect to matters or questions
arising under the Trust Agreement that shall not be materially inconsistent with
other provisions of the Trust Agreement; provided that such action shall not, as
evidenced by an opinion of counsel, adversely affect in any material respect the
interests of any Certificateholder. The Trust Agreement may also be amended from
time to time by the Trustee and the Depositor with the consent of the Holders of
Certificates  representing  not less than 66-2/3% of the percentage  interest of
each Class of Certificates  (in the case of the Class R Certificate,  its single
Holder) affected thereby for the purpose of adding any provisions to or changing
in any manner or  eliminating  any of the  provisions of the Trust  Agreement or
modifying  in any manner the rights of the  Holders of  Certificates;  provided,
however, that no such amendment shall (i) reduce in any manner the amount of, or
delay the timing of,  amounts  required  to be  distributed  on any  Certificate
without  the  consent  of the  Holder of such  Certificate  or (ii)  reduce  the
aforesaid percentage of the Certificates of each Class, the Holders of which are
required to consent to any such amendment  without the consent of the Holders of
all  Certificates  then  outstanding.  The  Trust  Agreement  provides  that  no
amendment  shall be deemed to affect the Class R  Certificate  unless it imposes
additional obligations on the Holder of the Class R Certificate or increases the
tax liability of such Holder.

    The voting rights of any Class of Certificates  shall be allocated among the
Holders  of  Certificates  of such  Class  in  proportion  to  their  respective
then-current  Certificate  Principal  Amounts,  except  that for the  purpose of
giving any consent or direction pursuant to the Trust Agreement, any Certificate
registered  in the name of the  Depositor  or the  Trustee or any  affiliate  of
either  shall be deemed  not to be  outstanding,  unless  100% of the  aggregate
Certificate  Principal Amount of the Certificates of such Class then outstanding
is held by the Depositor,  the Trustee or both. For purposes of any provision of
the Trust Agreement  requiring or permitting  actions with the consent of, or at
the  direction  of,  Holders of  Book-Entry  Certificates  evidencing  specified
percentage  interests  therein,  such direction or consent shall be given by the
beneficial owners of the Book-Entry Certificates having the requisite percentage
interests, acting through the Depository.


Book-Entry Certificates


    The Class E-1  Certificates  will initially be issued in book-entry  form (a
"Book-Entry   Certificate").   One  certificate   representing   the  Class  E-1
Certificates will be registered in the name of a nominee of The Depository Trust
Company  ("DTC" and,  together  with any  successor  depository  selected by the
Depositor, the "Depository"), and beneficial interests will be held by investors
through the  book-entry  facilities  of the  Depository.  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 Class E-1
Certificates.  No person  acquiring a Class E-1  Certificate  (each a "Class E-1
Certificate  Owner")  will  be  entitled  to  receive  a  physical   certificate
representing such Certificate except under the limited  circumstances  described
in the Trust Agreement. A beneficial owner will evidence its interest in a Class
E-1  Certificate by appropriate  entries on the books and records of one or more
financial intermediaries (including a Depository participant).  Distributions on
Book-Entry  Certificates  will be effected by credits to accounts  maintained on
the books and records of such  financial  intermediaries  for the benefit of the
beneficial owners.

    DTC is a limited purpose trust company organized under the laws of the State
of New  York  and is a  member  of  the  Federal  Reserve  System,  a  "clearing
corporation"  within the meaning of the New York Uniform  Commercial Code, and a
"clearing agency" registered  pursuant to Section 17A of the Securities Exchange
Act  of  1934.  DTC  was  created  to  hold  securities  for  its  participating
organizations  (each,  a  "Participant")  and to  facilitate  the  clearance and
settlement of securities  transactions  between  Participants through electronic
book-entries,   thereby   eliminating   the  need  for   physical   movement  of
certificates.  Participants  include  securities  brokers and dealers (including
Lehman Brothers Inc. (the  "Underwriter")),  banks, trust companies and clearing
corporations. Indirect access to the DTC system also is available to others such
as banks, brokers,  dealers and trust companies that clear through or maintain a
custodial  relationship  with  a  Participant,  either  directly  or  indirectly
("Indirect Participants").

    Class  E-1  Certificate   Owners  that  are  not  Participants  or  Indirect
Participants and that desire to purchase,  sell or otherwise  transfer ownership
of, or other  interests in, the Book-Entry  Certificates  may do so only through
Participants  and  Indirect  Participants.  In addition,  Class E-1  Certificate
Owners  will  receive  all  distributions  of  principal  and  interest  on  the
Book-Entry Certificates through a Participant or an Indirect Participant.  Under
a book-entry  format,  Class E-1 Certificate Owners may experience some delay in
their  receipt of payments,  since such  payments  will be forwarded to Cede, as
nominee for DTC.  DTC will  forward  such  payments to its  Participants,  which
thereafter will forward them to Class E-1 Certificate Owners directly or through
an Indirect Participant.  It is anticipated that the only "Certificateholder" of
a Book-Entry  Certificate will be Cede, as nominee of DTC. Class E-1 Certificate
Owners will not be recognized by the Trustee as Certificateholders, as such term
is used in the  Trust  Agreement,  and  Class  E-1  Certificate  Owners  will be
permitted  to  exercise  the  rights  of  Book-Entry   Certificateholders   only
indirectly through DTC and its Participants.

    Under the rules,  regulations and procedures  creating and affecting DTC and
its operations (the "Rules"),  DTC will be required to make book-entry transfers
of  Book-Entry  Certificates  among  Participants  and to receive  and  transmit
distributions  of  principal  of,  and  interest  on,  Book-Entry  Certificates.
Participants and Indirect  Participants with which Class E-1 Certificate  Owners
have accounts with respect to the Book-Entry Certificates similarly are required
to make book-entry transfers and receive and transmit such payments on behalf of
their respective Class E-1 Certificate Owners.  Accordingly,  although Class E-1
Certificate Owners will not possess physical  certificates,  the Rules provide a
mechanism by which  Participants  and Class E-1 Certificate  Owners will receive
payments and will be able to transfer their interests.


    Because  DTC can  only act on  behalf  of  Participants,  who in turn act on
behalf of Indirect Participants,  and on behalf of certain banks, the ability of
a Class E-1 Certificate  Owner to pledge  Book-Entry  Certificates to persons or
entities  that do not  participate  in the DTC system,  or to otherwise act with
respect to such  Certificates,  may be limited  due to the  absence of  physical
certificates for such Certificates.

    DTC has advised the Depositor  that it will take any action  permitted to be
taken by a Certificateholder  under the Trust Agreement only at the direction of
one or more Participants to whose accounts with DTC the Book-Entry  Certificates
are credited. Additionally, DTC has advised the Depositor that it will take such
action  where the  consent  of  specified  percentages  of the  Certificates  is
required  under the Trust  Agreement  only at the  direction of and on behalf of
Participants whose interests represent such specified percentages.  DTC may take
conflicting actions on behalf of other Participants.

    Neither the  Depositor nor the Trustee will have any liability to any aspect
of the records  relating to or payments made on account of beneficial  ownership
interests of the  Book-Entry  Certificates  held by Cede, as nominee for DTC, or
for  maintaining,   supervising  or  reviewing  any  records  relating  to  such
beneficial ownership interests.

Class E-1 Definitive Certificates


    The Book-Entry Certificates will be issued in fully registered, certificated
form  ("Definitive  Certificates")  to Class  E-1  Certificate  Owners  or their
nominees,  rather than to DTC or its nominee,  only if (i) the Depositor advises
the  Trustee  in  writing  that DTC is no longer  willing  or able to  discharge
properly its  responsibilities  as  depository  with  respect to the  Book-Entry
Certificates and the Depositor is unable to locate a qualified  successor within
30 days or (ii) the Depositor, at its option, elects to terminate the book-entry
system through DTC.


    Upon the occurrence of either event described in the  immediately  preceding
paragraph,  the  Trustee is required to notify DTC which in turn will notify all
Class  E-1  Certificate  Owners  through  Participants  of the  availability  of
Definitive Certificates in exchange for Book-Entry Certificates.  Upon surrender
by Cede,  as nominee of DTC, of the  definitive  certificates  representing  the
Book-Entry  Certificates  and receipt of instructions for  re-registration,  the
Trustee will reissue the Book-Entry  Certificates as Definitive  Certificates to
Class E-1 Certificate Owners.

Denominations; Form

    The Class E-1  Certificates  will be issued in  book-entry  form in original
denominations of $100,000 and in integral multiples of $1,000 in excess thereof.
One  certificate  of the Class  E-1  Certificates  may be issued in a  different
principal amount to accommodate the remainder of the initial principal amount of
the Class E-1 Certificates. One certificate of the Class E-1 Certificates may be
issued in certificated  form to the extent that the aggregate  principal balance
of the Class E-1  Certificates  does not equal a  denomination  accepted  by the
Depository.

    The Class E-2 Certificates will be issued in fully registered,  certificated
form in original  denominations of $250,000 and in integral  multiples of $1,000
in excess thereof.  One certificate of the Class E-2  Certificates may be issued
in a different  principal  amount to  accommodate  the  remainder of the initial
principal amount of the Class E-2 Certificates.

Restrictions on the Transfer of the Certificates

    Each  purchaser  of Class  E-1  Certificates  (including  beneficial  owners
thereof) will be deemed to have represented to the Trustee (a) that it is not an
employee benefit plan subject to the fiduciary responsibility  provisions of the
Employee  Retirement  Income  Security  Act of 1974,  as amended  ("ERISA"),  or
Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), or a
governmental plan (as defined in Section 3(32) of ERISA) subject to any federal,
state or local law ("Similar  Law") which is, to a material  extent,  similar to
the foregoing provisions of ERISA and the Code (collectively,  a "Plan"), and is
not  acting on  behalf of any such Plan or using the  assets of any such Plan to
acquire  such  Certificates;  or (b) if it is an  insurance  company,  that  the
purchase and holding of Class E-1 Certificates or any interest therein is exempt
from  the  prohibited  transaction  provisions  of  ERISA  and  the  Code  under
Prohibited Transaction Class Exemption 95-60.

    The  Class E-2  Certificates  may only be  transferred  to a  purchaser  who
certifies  to the Trustee that such  proposed  purchaser  or  transferee  (a) is
either (i) not a Plan or any  person  acting on behalf of any such Plan or using
the assets of any such Plan to acquire such certificates or (ii) is an insurance
company and the  purchase and holding of Class E-2  Certificates  is exempt from
the  prohibited  transaction  provisions of ERISA and the Code under  Prohibited
Transaction  Class  Exemption  95-60;  and (b) is (i) an institution  that is an
"accredited  investor" as defined in  paragraphs  (1),  (2), (3) and (7) of rule
501(a)  under  the Act (or any  entity in which all of the  equity  owners  come
within such  paragraphs),  (ii) a Qualified  Institutional  Buyer, or (iii) is a
person (other than any rating agency rating the Depositor's securities) involved
in the organization or operation of the Depositor or an "affiliate",  as defined
in rule 405 under the Act.


    Under current law the purchase and holding of Offered  Certificates by or on
behalf of a Plan may result in "prohibited  transactions"  within the meaning of
ERISA and Section 4975 of the Code or Similar Law. A person who  participates in
a prohibited transaction with a Plan and is a "party in interest" (as defined in
Section  3(14) of  ERISA)  or  "disqualified  person"  (as  defined  in  section
4975(e)(2)  of the  Code)  with  respect  to such Plan may be  subject  to civil
penalties  or excise  taxes  under  ERISA or the Code,  and may also be assessed
damages for any breach of a fiduciary duty owed to such Plan.


    The Trust Agreement will provide that any attempted or purported transfer in
violation of these transfer  restrictions will be null and void and will vest no
rights in any purported transferee.  Any transferor or agent to whom the Trustee
provides  information  as to any  applicable  tax imposed on such  transferor or
agent  may be  required  to  bear  the  cost  of  computing  or  providing  such
information.

Priorities of Distributions


    The  Trustee  Fee  will  be  paid  solely  from  interest  collected  on the
Underlying  Class E  Certificates  and will be paid  prior to  distributions  to
Certificateholders.  Any unpaid amounts of the Trustee Fee will accrue  interest
at the  Certificate  Interest  Rate,  compounded  monthly  as of the end of each
Certificate  Interest  Accrual Period,  to the end of the  Certificate  Interest
Accrual Period preceding the Distribution Date when paid. Interest and principal
distributable  to holders of the Certificates  will be distributed  according to
the following priorities:


          first, to the Class E-1  Certificates in an aggregate amount up to its
     Interest   Accrual   Amount  (as  defined   below)  with  respect  to  such
     Distribution Date;

          second, to the Class E-1 Certificates in an aggregate amount up to its
     previously unpaid Interest Shortfall Amount (as defined below);

          third, to the Class E-2  Certificates in an aggregate amount up to its
     Interest Accrual Amount with respect to such Distribution Date;

          fourth, to the Class E-2 Certificates in an aggregate amount up to its
     previously unpaid Interest Shortfall Amount;

          fifth, to the Class E-1 Certificates,  until the Certificate Principal
     Amount  thereof  has been  reduced to zero,  up to the amount of  principal
     distributed on the Underlying Class E Certificates that is not attributable
     to Excess Interest;

          sixth, to the Class E-2 Certificates,  until the Certificate Principal
     Amount  thereof  has been  reduced to zero,  up to the amount of  principal
     distributed on the Underlying Class E Certificates that is not attributable
     to Excess Interest,  less the amount  distributed on such Distribution Date
     under fifth above;

          seventh,  to each Class of Offered  Certificates in reduction of their
     principal  balances,  pro  rata,  based  on  their  respective  Certificate
     Principal Amounts after taking into account  distributions  under fifth and
     sixth  above,  in an aggregate  amount up to the amount of Excess  Interest
     distributed  on the Underlying  Class E  Certificates  with respect to such
     Distribution Date; and

          eighth, to the Class R Certificate.

     As described  above,  the "Interest  Shortfall  Amount" with respect to any
Class is the aggregate  amount of interest that was  distributable to such Class
on all preceding  Distribution  Dates less the aggregate amount thereof actually
distributed to such Class on all prior Distribution Dates, plus interest accrued
thereon at the applicable  Certificate  Interest Rate,  compounded monthly as of
the  end  of  each  Certificate  Interest  Accrual  Period,  to  the  end of the
Certificate Interest Accrual Period preceding the Distribution Date when paid.

Interest on the Certificates


     Interest accrued during the calendar month preceding each Distribution Date
on the Offered  Certificates (each, a "Certificate  Interest Accrual Period" and
such  amount,  the  "Interest  Accrual  Amount")  will  be  distributed  on each
Distribution  Date as  described  herein.  Interest  will  accrue on the Offered
Certificates  during the same period as on the Underlying  Class E Certificates.
Interest  will  accrue  on  the  Offered   Certificates  with  respect  to  each
Distribution Date on its outstanding  Certificate  Principal Amount  immediately
prior to such Distribution Date at the rate per annum (the "Certificate Interest
Rate")  for each  such  Class of  Offered  Certificates  of  7.995%  and will be
allocated  sequentially  to  the  Class  E-1  Certificates  and  the  Class  E-2
Certificates, in that order, in accordance with the payment priorities set forth
in  "Description  of the  Certificates  -- Priorities of  Distribution"  herein.
Interest  on the  Offered  Certificates  will be  calculated  on the  basis of a
360-day year consisting of twelve thirty-day  months. No interest will accrue on
the Class R Certificate.  Interest will accrue on the Class E-1 Certificates and
the  Class  E-2  Certificates  beginning  October  1,  1996  and be paid on each
Distribution Date commencing November 25, 1996.

     Distributions  of  interest  to the  holders  of the  Offered  Certificates
("Certificateholders")  will be  reduced  by the  amount  of  Deferred  Interest
allocated to the Underlying  Class E  Certificates,  and such Deferred  Interest
will be allocated  sequentially  to the Class E-2  Certificates  and then to the
Class E-1 Certificates. The amount of any Deferred Interest allocated to a class
of the Offered  Certificates  will be added to the Certificate  Principal Amount
thereof.  "Deferred  Interest"  means,  with respect to any Mortgage  Loan,  the
excess of (x) interest accrued on such Mortgage Loan at the annual rate at which
interest  accrues on the principal  balance of such Mortgage Loan (the "Mortgage
Interest Rate") over (y) accrued  interest due on such Mortgage Loan at the rate
at which  interest  is paid on such  Mortgage  Loan  (the  "Payment  Rate").  No
Deferred  Interest is allocated to any Underlying  Certificates  unless interest
accrued  thereon (as adjusted for prepayment  interest  shortfalls)  exceeds all
interest,  net of  servicing  fees,  accrued or deemed to accrue on the Mortgage
Loans,  plus late charges,  penalty  interest and certain other amounts received
thereon.


Principal on the Certificates


     The amount of principal  distributed  on the Offered  Certificates  on each
Distribution  Date  will  equal  the  amount  of  principal  distributed  on the
Underlying Class E Certificates on each Distribution Date. Principal distributed
on the  Underlying  Class E  Certificates  (other than with respect to principal
distributions  which are paid to the Underlying Class E Certificates from Excess
Interest) on each  Distribution  Date will be applied  first to pay principal on
the Class E-1  Certificates,  until such principal amount has been paid in full,
and then to pay  principal on the Class E-2  Certificates,  until such Class E-2
Certificates  have been paid in full.  Principal  distributed  on the Underlying
Class E  Certificates  resulting from Excess  Interest on any such  Distribution
Date will be  applied to pay  principal  on the Class E-1  Certificates  and the
Class E-2 Certificates on each Distribution Date, pro rata, determined after all
other  distribution of principal on such  Distribution  Date.  Distributions  of
Excess  Interest are made on the  Underlying  Certificates  only from  available
funds remaining after making all other required  distributions on the Underlying
Certificates  (including  the  class  subordinate  to  the  Underlying  Class  E
Certificates)  and making any required deposit in the Reserve Fund to restore it
to the Liquidity Amount or, subject to certain limitations,  to reimburse it for
previous  Basic  Risk  Reserve  Fund  Draw  Amounts.  At any  such  time  as the
Certificate  Principal  Amounts of the Class E-1  Certificates and the Class E-2
Certificates  is equal to zero,  payments of principal  made with respect to the
Underlying Class E Certificates will be distributed to the Class R Certificate.


Reports to Certificateholders


     On each  Distribution Date the Trustee shall forward a statement by mail to
each holder of a  Certificate  and to each Rating  Agency,  setting  forth among
other  things:  (i)  the  amount  of  any  distribution  to the  Holders  of the
Certificates  of each Class to be applied  to reduce the  Certificate  Principal
Amount  thereof,  separately  identifying  any  reduction  thereof on account of
Excess  Interest;  (ii) the  amount of any  distribution  to the  Holders of the
Certificates  of each Class allocable to accrued  interest;  (iii) the amount of
the Trustee Fee to be paid to the Trustee on such  Distribution  Date;  (iv) the
aggregate  Certificate  Principal  Amount of each  Class of  Certificates  after
giving  effect  to the  distribution  to be  made  on  such  Distribution  Date,
separately  identifying any reduction  thereof on account of principal losses on
the Mortgage Loans,  and any increase  thereof on account of Deferred  Interest;
(v) the principal losses on the Mortgage Loans, if any,  allocated to each Class
of  Certificates,   after  giving  effect  to  the  distribution  made  on  such
Distribution  Date; (vi) the amount of Deferred  Interest,  if any, allocated to
each Class of Certificates, after giving effect to the distribution made on such
Distribution  Date; and (vii) the Interest  Shortfall  Amount,  if any, for each
Class of  Certificates,  after giving  effect to the  distribution  made on such
Distribution  Date.  In  addition,  the  Trustee  shall  forward  or cause to be
forwarded by mail to each  Certificateholder  a copy of the periodic  statements
issued by the Underlying Trustee with respect to the Underlying Certificates.


     Within a reasonable period of time after the end of each calendar year, the
Trustee  shall  prepare  and  furnish to each  entity who at any time during the
calendar year was a  Certificateholder,  a statement  containing the information
set forth in clauses (i) through (iii) above,  aggregated for such calendar year
thereof  during  which  such  entity  was a  Holder  of the  Certificates.  Such
obligation of the Trustee  shall be deemed to have been  satisfied to the extent
that  substantially  comparable  information  shall be  provided  by the Trustee
pursuant to any requirements of the Code as from time to time are in force.

Optional Termination

     With  respect  to the  Underlying  Class E  Certificates,  on or after  any
Distribution Date on which the principal balance of the Underlying  Certificates
is less than 10% of the respective initial principal balances of such Underlying
Certificates, the Master Servicer, the Special Servicer (if it is then servicing
all of the Mortgage Loans remaining in the Underlying  Trust Fund), the owner of
the Reserve Fund or of the Underlying  Class R Certificate  will have the option
to  purchase,  in whole,  the  assets of the  Underlying  Trust  Fund.  Any such
purchase would result in the  prepayment of the Underlying  Class E Certificates
and thus the prepayment of the  Certificates.  No separate  provisions have been
made for the optional termination of the Certificates.

     For a detailed description of the Underlying Certificates, see "DESCRIPTION
OF THE CERTIFICATES" in the Underlying Prospectus, attached hereto as Annex A.


The Class R Certificate

     It is anticipated that the Class R Certificate  issued by the Trust will be
retained,  at  least  initially,  by the  Depositor.  The  Class  R  Certificate
represents  essentially  a 0% ownership  interest in the Trust Fund (the Offered
Certificates having the entire economic interest therein),  has substantially no
voting  rights or other  control over the Trust (all such voting rights or other
control being in the hands of the Offered  Certificates) and presents its Holder
with no special access to inside  information.  Except in limited  circumstances
where 66 2/3%  approval by each Class of  Certificateholders  is  required,  the
Class R Certificates  will have no voting rights because voting rights are based
on outstanding  Certificate  Principal  Amounts,  and the Certificate  Principal
Amount of the Class R Certificate is zero. For a description of voting rights of
the Certificates, see "THE TRUST AGREEMENT -- Amendment; Voting Rights" herein.

     The Class R Certificate represents a noneconomic "residual interest" in the
Trust REMIC. It is anticipated  that the monthly cash flows from the Trust Fund,
net of the Trustee Fee, will be  distributed  only to the Holders of the Offered
Certificates.  The Holder of the Class R Certificate  may be entitled to amounts
remaining in the Certificate  Account on the Final Schedule  Distribution  Date,
though no such distribution is expected.


                                 USE OF PROCEEDS

     The net proceeds from the sale of the Offered  Certificates will be applied
by  the  Depositor  towards  the  purchase  price  of  the  Underlying  Class  E
Certificates  and the  payment  of  expenses  incurred  in  connection  with the
issuance and  underwriting of the Offered  Certificates.  The Underlying Class E
Certificates  will have been acquired by the  Depositor in privately  negotiated
transactions.

                        DESCRIPTION OF THE MORTGAGE LOANS


THE  FOLLOWING  INFORMATION  CONCERNING  THE MORTGAGE  LOANS WAS INCLUDED IN THE
UNDERLYING  PROSPECTUS  BUT HAS  BEEN  UPDATED  TO THE  BEST OF THE  DEPOSITOR'S
ABILITY BASED UPON PUBLICLY AVAILABLE  INFORMATION,  INCLUDING REPORTS DELIVERED
TO HOLDERS OF THE UNDERLYING  CERTIFICATES AND THE MONTHLY PORTFOLIO PERFORMANCE
REPORTS  AS WELL AS DATA  TAPES  PROVIDED  TO THE  DEPOSITOR  BY THE  UNDERLYING
TRUSTEE AND THE MASTER SERVICER.


    Prospective investors should read this section together with "DESCRIPTION OF
THE MORTGAGE LOANS" in the Underlying  Prospectus.  Information contained herein
supplements the description of the Mortgage Loans in the Underlying Prospectus.


    Though  certain  information  included in the Underlying  Trustee's  October
Report is as of October  1, 1996 and is noted  herein  accordingly,  information
regarding  the Mortgage  Loans  included  herein is generally as of September 1,
1996, the most recent date as of which detailed  information  was made available
by  the  Master  Servicer  as  of  the  date  hereof.  The  Underlying  Class  E
Certificates  will be  transferred  to the  Trust  Fund as of the  Cut-Off  Date
(October 1, 1996),  one month later,  and  accordingly  the Scheduled  Principal
Balances  and  other  characteristics  of  the  Mortgage  Loans  underlying  the
Underlying  Class E Certificates are expected to differ from the information set
forth herein as of September 1, 1996.  Unless noted  otherwise,  the information
regarding  the Mortgage  Loan  balances  provided  herein is  information  as of
September  1,  1996 and is  based  on the  information  provided  by the  Master
Servicer,  whose records show an aggregate  Scheduled  Principal Balance for the
Mortgage  Loans as of September 1, 1996 of  $664,678.21  less than the aggregate
Scheduled  Principal  Balance  of the  Mortgage  Loans  shown in the  Underlying
Trustee's reports as of September 1, 1996.




General

    The Mortgage  Loans are  adjustable  and fixed rate,  amortizing and Balloon
Payment  mortgage  loans.  Based  on  information  contained  in the  Underlying
Prospectus,  substantially  all  of  the  Mortgage  Loans  are  not  insured  or
guaranteed by the United States, any governmental agency or any private mortgage
insurer.


    Each  Mortgage  Loan is  evidenced  by a Note and is secured  primarily by a
first lien on (or:  (i) in the case of 67  Mortgage  Loans  having an  aggregate
Scheduled  Principal Balance of $19,040,627,  representing 2.17% of the Mortgage
Pool by Scheduled  Principal Balance as of September 1, 1996, by second liens on
Mortgaged  Properties  with  respect to which the  related  first  liens are not
included in the Mortgage  Pool;  (ii) in the case of 3 Mortgage  Loans having an
aggregate Scheduled  Principal Balance of $1,972,568,  representing 0.22% of the
Mortgage Pool by Scheduled  Principal  Balance as of September 1, 1996, by third
liens on Mortgaged Properties with respect to which the related first and second
liens are not  included in the  Mortgage  Pool;  (iii) in the case of 4 Mortgage
Loans having an aggregate Scheduled Principal Balance of $146,957,  representing
0.02% of the  Mortgage  Pool by Scheduled  Principal  Balance as of September 1,
1996, by liens on Mortgaged  Properties for which the lien position is unknown),
or is an  Installment  Contract  (defined  below)  for the sale of, a  Mortgaged
Property located in one of approximately 41 states and the District of Columbia.

    An  "Installment  Contract" is where the lender  retains  legal title to the
property and enters into an  agreement  with the borrower for the payment of the
purchase price, plus interest,  over the term of such contract.  Only after full
performance  by the borrower of the  contract is the lender  obligated to convey
title to the real estate to the  purchaser.  See "CERTAIN  LEGAL  ASPECTS OF THE
MORTGAGE LOANS -- Installment Contracts" in the Underlying Prospectus.

    Based on the Underlying  Trustee's October Report, 112 Mortgage Loans having
an  aggregate   Scheduled   Principal  Balance  of  approximately   $79,150,291,
representing 9.1% of the aggregate  Scheduled  Principal Balance of the Mortgage
Loans as of October 1, 1996, will have a payment which is more than 60 days past
due and will therefore be considered Specially Serviced Mortgage Loans.

     1 Mortgage  Loan,  having a Scheduled  Principal  Balance of  approximately
$453,216, representing 0.05% of the aggregate Scheduled Principal Balance of the
Mortgage Loans as of September 1, 1996, is a "wraparound" mortgage loan.


    The  adjustable  rate Mortgage Loans bear interest at a per annum rate which
is adjusted  periodically  to equal the index  ("Index") plus or minus,  in most
cases, a fixed percentage set forth in the related Note (the "Margin"),  the sum
of which may be subject to a rounding  convention  provided  for in the  related
Note, subject,  however, to certain limitations  described below. The respective
Index on which each such adjustment will be based, and the intervals between the
dates of such  adjustments  (each such date,  an  "Adjustment  Date";  the first
Adjustment   Date  with  respect  to  each  adjustable  rate  Mortgage  Loan  is
hereinafter  referred  to as the  "First  Adjustment  Date")  are  described  in
Exhibits A, B, C, D and E hereto.


    None of the Group 1 Mortgage  Loans,  7 of the Group 2 Mortgage  Loans, 3 of
the Group 3 Mortgage Loans and none of the Group 4 Mortgage Loans,  collectively
representing approximately 0.82% of the aggregate Scheduled Principal Balance of
the Mortgage  Loans as of September  1, 1996,  bear  interest as of September 1,
1996 at rates lower than their Floor Interest Rates.

    As referred to herein, the "Scheduled  Principal Balance" of a Mortgage Loan
(other than a Discounted  Mortgage Loan) with respect to any Determination  Date
is equal to the  principal  balance of such  Mortgage Loan as of the Due Date of
such Mortgage Loan  occurring in the Due Period  relating to such  Determination
Date, after giving effect to (a) any principal  prepayments or other unscheduled
recoveries of principal,  any Balloon Payments and, as to Simple Interest Loans,
any  payments   attributable   to  principal   received  on  or  prior  to  such
Determination  Date, (b) the Deferred  Interest,  if any, added to the principal
balance of such Mortgage Loan on or before such Due Date, (c) except in the case
of any Simple Interest Loan, any payment in respect of principal, if any, due on
or  before  such Due Date  (other  than a Balloon  Payment,  but  including  the
principal portion of any Assumed Scheduled Payment, if applicable), irrespective
of any delinquency in payment by the Borrower,  and (d) any adjustment resulting
from a  Deficient  Valuation  or in  connection  with a Debt  Service  Reduction
resulting  from any  bankruptcy  or  similar  proceeding.  With  respect  to any
Discounted  Mortgage Loan, the "Scheduled  Principal  Balance"  thereof shall be
determined as described herein under "DESCRIPTION OF THE CERTIFICATES--  Reserve
Fund  --  Credit  Draws"  in  the   Underlying   Prospectus.   As  used  herein,
"Determination  Date" means, with respect to any Distribution Date, the 15th day
(or, if such date is not a Business  Day,  the  preceding  Business  Day) of the
month in which such Distribution Date occurs. "Assumed Scheduled Payment" means,
with respect to any Balloon  Mortgage  Loan that is delinquent in respect of its
Balloon Payment  (including any REO Mortgage Loan for which the related Note had
provided  for a Balloon  Payment,  any  Matured  Balloon  Mortgage  Loan and any
Discounted Mortgage Loan that provides for a Balloon Payment),  an amount deemed
to be due for such Balloon  Mortgage  Loan on each  Distribution  Date after the
related  Due Date and before the  Distribution  Date with  respect to which such
Mortgage  Loan was  modified  (or  further  modified)  by the  Special  Servicer
pursuant to the Pooling Agreement,  which will generally be equal to the Monthly
Payment that would otherwise have been due thereon during the related Due Period
had such Balloon  Payment not become due,  determined as provided in the Pooling
Agreement.  "Discounted  Mortgage  Loan" means,  any Mortgage Loan (1) which has
become subject to a modification,  waiver or amendment  pursuant to the terms of
which the present value of the remaining "Assumed Monthly Payments" (the Monthly
Payments  payable  pursuant  to a related  Note as  reduce  by any Debt  Service
Reduction, modification waiver or amendment, as calculated under "DESCRIPTION OF
THE CERTIFICATES -- Reserve Fund" in the Underlying  Prospectus) due thereon net
of applicable  servicing  fees of the Master  Servicer and the Special  Servicer
(including  the Workout  Fee),  discounted on a monthly basis at a rate equal to
the  applicable   Assumed  Net  Mortgage  Interest  Rate  (as  calculated  under
"DESCRIPTION OF THE CERTIFICATES -- Reserve Fund" in the Underlying Prospectus),
is less than the  Scheduled  Principal  Balance  thereof,  (2) which has  become
subject to a Debt Service Reduction or (3) with respect to which a determination
is made, at the time of foreclosure on the related Mortgaged Property,  that the
appraised  value of such  Mortgaged  Property is less than the unpaid  principal
balance of such Mortgage Loan, plus accrued but unpaid interest thereon.


The Mortgage Pool


     The  Mortgage  Pool will  consist  of 1,686  Mortgage  Loans,  which had an
approximate  aggregate  original  principal balance of $1,026,490,973 and had an
approximate  aggregate  Scheduled  Principal  Balance as of September 1, 1996 of
$879,146,305. Of these Mortgage Loans:

          (i) 322 Mortgage  Loans are Group 1 Mortgage Loans with an approximate
     aggregate  original  principal  balance of $208,010,107  and an approximate
     aggregate   Scheduled   Principal  Balance  as  of  September  1,  1996  of
     $183,766,834,  representing approximately 20.90% of the aggregate Scheduled
     Principal  Balance of the Mortgage  Loans;  the Group 1 Mortgage  Loans are
     generally  subject to lower Floor Interest  Rates than the adjustable  rate
     Group 2 Mortgage  Loans or no Floor  Interest  Rates;  the Group 1 Mortgage
     Loans consist of  adjustable  rate  Mortgage  Loans secured by  multifamily
     residential properties;

          (ii) 410 Mortgage Loans are Group 2 Mortgage Loans with an approximate
     aggregate  original  principal  balance of $246,888,971  and an approximate
     aggregate   Scheduled   Principal  Balance  as  of  September  1,  1996  of
     $225,522,842,  representing approximately 25.65% of the aggregate Scheduled
     Principal  Balance of the Mortgage Loans as of September 1, 1996; a portion
     of the Group 2 Mortgage  Loans have fixed  interest  rates (or,  in limited
     cases,  are subject to increases or  decreases  by fixed  amounts  based on
     predetermined  schedules)  for the  remaining  terms of the  loans  and the
     remaining  portion of the Group 2 Mortgage Loans have  adjustable  interest
     rates  subject to Floor  Interest  Rates of at least 8.375% per annum;  the
     Group 2 Mortgage Loans are secured by multifamily residential properties;

          (iii)  479  Mortgage   Loans  are  Group  3  Mortgage  Loans  with  an
     approximate  aggregate  original  principal  balance of $249,634,566 and an
     approximate  aggregate  Scheduled Principal Balance as of September 1, 1996
     of  $205,590,009,   representing  approximately  23.39%  of  the  aggregate
     Scheduled  Principal Balance of the Mortgage Loans as of September 1, 1996;
     the Group 3 Mortgage  Loans are generally  subject to lower Floor  Interest
     Rates than the adjustable  rate Group 4 Mortgage Loans or no Floor Interest
     Rates; and

          (iv) 475 Mortgage Loans are Group 4 Mortgage Loans with an approximate
     aggregate  original  principal  balance of $321,957,328  and an approximate
     aggregate   Scheduled   Principal  Balance  as  of  September  1,  1996  of
     $264,266,621,  representing approximately 30.06% of the aggregate Scheduled
     Principal  Balance of the Mortgage  Loans as of the Cut-Off Date; a portion
     of the Group 4 Mortgage  Loans have fixed  interest  rates (or,  in limited
     cases,  are subject to increases or  decreases  by fixed  amounts  based on
     predetermined  schedules)  for the  remaining  terms of the  loans  and the
     remaining  portion of the Group 4 Mortgage Loans have  adjustable  interest
     rates subject to Floor Interest Rates of at least 8.375% per annum.

     In addition,  the Mortgage  Pool will contain 2 additional  Mortgage  Loans
(each,  an "Excess  Cash Flow  Mortgage  Loan")  with an  approximate  aggregate
Scheduled Principal Balance as of September 1, 1996 of $685,107.


     Exhibit  E hereto  sets  forth  certain  information  with  respect  to the
Mortgage Pool as a whole.

     Exhibit F hereto sets forth  certain  information  with respect to Mortgage
Loans secured by properties located in Southern California.

     Exhibits H and I hereto set forth certain characteristics of the 50 largest
Mortgage Loans included in Mortgage Loan Groups 1 and 2 and Mortgage Loan Groups
3 and 4, respectively.

Group 1 Mortgage Loans


     With respect to approximately  20.73% of the aggregate  Scheduled Principal
Balance as of  September  1, 1996 of the Group 1  Mortgage  Loans,  the  maximum
principal  balance  which is  permitted  under the Note as a result of  negative
amortization  (the  "Maximum  Negative  Amortization  Amount") is generally  not
permitted to exceed a specified maximum amount of 10% of the principal amount of
the Mortgage  Loan on the date of  origination.  With  respect to  approximately
47.80% of the aggregate  Scheduled  Principal Balance as of September 1, 1996 of
the  Group  1  Mortgage  Loans,  no  Maximum  Negative  Amortization  Amount  is
specified.  With  respect  to  approximately  29.3% of the  aggregate  Scheduled
Principal  Balance of the Group 1 Mortgage  Loans as of  September  1, 1996,  no
negative amortization is permitted.

     All of the 50  Mortgage  Loans  in  Mortgage  Loan  Group 1 that had a debt
service coverage ratio known to be at or below 1.0,  representing  approximately
21.58% of the  aggregate  Scheduled  Principal  Balance  of the Group 1 Mortgage
Loans as of September 1, 1996, nevertheless met the representation of the Seller
that, as of the Underlying  Cut-Off Date, all Monthly  Payments due on or before
June 1, 1994 had been made. For further  information  regarding the debt service
coverage ratios of the Mortgage Loans,  including information regarding Mortgage
Loans as to which such ratios were not calculated and a discussion of the levels
of net operating  income used to determine the debt service  coverage ratio, see
Exhibit G hereto.

     Based  on the  Underlying  Trustee's  October  Report,  27 of the  Group  1
Mortgage Loans, representing approximately $21,610,268 or 11.8% of the aggregate
Scheduled Principal Balance of the Group 1 Mortgage Loans as of October 1, 1996,
will be Specially  Serviced  Mortgage  Loans  because the monthly  payments with
respect to such  Mortgage  Loans are more than 60 days past due as of October 1,
1996.

     252 of the Group 1 Mortgage Loans, representing  approximately $156,209,884
or 85.00% of the aggregate  Scheduled  Principal Balance of the Group 1 Mortgage
Loans as of September 1, 1996,  are secured by Mortgaged  Properties  located in
the Counties of Contra Costa, Los Angeles, Orange, San Bernadino, San Diego, San
Francisco or Santa Clara in the State of California.

     In addition,  1 of the Group 1 Mortgage Loans,  representing  approximately
$620,271 or 0.34% of the aggregate  Scheduled  Principal  Balance of the Group 1
Mortgage  Loans  as  of  September  1,  1996,  is  a   Seller-Originated   Loan.
Loans-to-Facilitate  other than Seller-Originated  Loans represent approximately
$4,985,270 or 2.71% of the aggregate  Scheduled Principal Balance of the Group 1
Mortgage  Loans as of  September  1,  1996.  29 of the Group 1  Mortgage  Loans,
representing  approximately  $20,995,816  or 11.43% of the  aggregate  Scheduled
Principal  Balance of the Group 1 Mortgage  Loans as of September  1, 1996,  are
Previously Modified Mortgage Loans.

     A description of certain additional characteristics of the Group 1 Mortgage
Loans as of September 1, 1996 is set forth in Exhibit A hereto.


Group 2 Mortgage Loans


     With respect to approximately  46.48% of the aggregate  Scheduled Principal
Balance as of  September  1, 1996 of the Group 2  Mortgage  Loans,  the  Maximum
Negative  Amortization  Amount is not generally  permitted to exceed a specified
maximum amount of 110% of the principal  amount of the Mortgage Loan on the date
of origination.  With respect to approximately  7.16% of the aggregate Scheduled
Principal  Balance as of  September  1, 1996 of the Group 2 Mortgage  Loans,  no
Maximum Negative Amortization Amount is specified. With respect to approximately
46.37% of the  aggregate  Scheduled  Principal  Balance  of the Group 2 Mortgage
Loans as of September 1, 1996, no negative amortization is permitted.

     All of the 40  Mortgage  Loans in  Mortgage  Loan  Group 2 that have a debt
service coverage ratio known to be at or below 1.0,  representing  approximately
11.99% of the  aggregate  Scheduled  Principal  Balance  of the Group 2 Mortgage
Loans as of September 1, 1996, nevertheless met the representation of the Seller
that, as of the Underlying  Cut-Off Date, all Monthly  Payments due on or before
June 1, 1994 had been made. For further  information  regarding the debt service
coverage ratios of the Mortgage Loans,  including information regarding Mortgage
Loans as to which such ratios were not calculated and a discussion of the levels
of net operating  income used to determine the debt service  coverage ratio, see
Exhibit G hereto.

     Based  on the  Underlying  Trustee's  October  Report,  39 of the  Group  2
Mortgage Loans, representing approximately $24,269,241 or 10.9% of the aggregate
Scheduled Principal Balance of the Group 2 Mortgage Loans as of October 1, 1996,
will be Specially  Serviced  Mortgage  Loans  because the monthly  payments with
respect to such  Mortgage  Loans are more than 60 days past due as of October 1,
1996.

     206 of the Group 2 Mortgage Loans, representing  approximately $122,009,579
or 54.10% of the aggregate  Scheduled  Principal Balance of the Group 2 Mortgage
Loans as of September 1, 1996,  are secured by Mortgaged  Properties  located in
the  Counties  of Los  Angeles,  Orange,  San  Diego or  Solano  in the State of
California.

     In addition, 85 of the Group 2 Mortgage Loans,  representing  approximately
$76,089,733 or 33.74% of the aggregate  Scheduled Principal Balance of the Group
2  Mortgage  Loans  as  of  September  1,  1996,  are  Seller-Originated  Loans.
Loans-to-Facilitate  other than Seller-Originated  Loans represent approximately
$16,953,387 or 7.52% of the aggregate Scheduled Principal Balance of the Group 2
Mortgage  Loans as of  September  1,  1996.  10 of the Group 2  Mortgage  Loans,
representing  approximately  $5,143,601  or  2.28%  of the  aggregate  Scheduled
Principal  Balance of the Group 2 Mortgage  Loans as of September  1, 1996,  are
Previously Modified Mortgage Loans.

     A description of certain additional characteristics of the Group 2 Mortgage
Loans as of September 1, 1996 is set forth in Exhibit B hereto.


Group 3 Mortgage Loans


     With respect to approximately  1.21% of the aggregate  Scheduled  Principal
Balance as of  September  1, 1996 of the Group 3  Mortgage  Loans,  the  Maximum
Negative  Amortization  Amount is generally  not permitted to exceed a specified
maximum  amount of 10% of the principal  amount of the Mortgage Loan on the date
of origination.  With respect to approximately 40.85% of the aggregate Scheduled
Principal  Balance as of  September  1, 1996 of the Group 3 Mortgage  Loans,  no
Maximum Negative Amortization Amount is specified. With respect to approximately
57.67% of the  aggregate  Scheduled  Principal  Balance  of the Group 3 Mortgage
Loans as of September 1, 1996, no negative amortization is permitted.

     All of the 21  Mortgage  Loans in  Mortgage  Loan  Group 3 that have a debt
service coverage ratio known to be at or below 1.0,  representing  approximately
5.36% of the aggregate Scheduled Principal Balance of the Group 3 Mortgage Loans
as of September 1, 1996, nevertheless met the representation of the Seller that,
as of the Underlying Cut-Off Date, all Monthly Payments due on or before June 1,
1994 had been made. For further information  regarding the debt service coverage
ratios of the Mortgage Loans,  including information regarding Mortgage Loans as
to which such ratios were not  calculated  and a discussion of the levels of net
operating  income used to determine the debt service coverage ratio, see Exhibit
G hereto.

     10 of the Group 3 Mortgage Loans, representing approximately $13,910,548 or
6.77% of the aggregate Scheduled Principal Balance of the Group 3 Mortgage Loans
as of September 1, 1996, are secured in whole or in part by leasehold mortgages.

     Based  on the  Underlying  Trustee's  October  Report,  29 of the  Group  3
Mortgage Loans, representing approximately $21,096,714 or 10.3% of the aggregate
Scheduled Principal Balance of the Group 3 Mortgage Loans as of October 1, 1996,
will be Specially  Serviced  Mortgage  Loans  because the monthly  payments with
respect to such  Mortgage  Loans are more than 60 days past due as of October 1,
1996.

     184 of the Group 3 Mortgage Loans, representing  approximately $104,647,980
or 50.90% of the aggregate  Scheduled  Principal Balance of the Group 3 Mortgage
Loans as of September 1, 1996,  are secured by Mortgaged  Properties  located in
the Counties of Los Angeles,  Orange, San Bernadino or San Diego in the State of
California.

     In  addition,  none of the Group 3  Mortgage  Loans  are  Seller-Originated
Loans.   Loans-to-Facilitate   other  than  Seller-Originated   Loans  represent
approximately  $3,094,608 or 1.51% of the aggregate  Scheduled Principal Balance
of the  Group 3  Mortgage  Loans as of  September  1,  1996.  59 of the  Group 3
Mortgage  Loans,  representing   approximately  $32,894,817  or  16.00%  of  the
aggregate  Scheduled  Principal  Balance  of the  Group 3  Mortgage  Loans as of
September 1, 1996, are Previously Modified Mortgage Loans.

     A description of certain additional characteristics of the Group 3 Mortgage
Loans as of September 1, 1996 is set forth in Exhibit C hereto.


Group 4 Mortgage Loans


     With respect to approximately  1.07% of the aggregate  Scheduled  Principal
Balance as of  September  1, 1996 of the Group 4  Mortgage  Loans,  the  Maximum
Negative  Amortization  Amount is not generally  permitted to exceed a specified
maximum amount of 110% of the principal  amount of the Mortgage Loan on the date
of origination.  With respect to approximately  1.69% of the aggregate Scheduled
Principal  Balance as of  September  1, 1996 of the Group 4 Mortgage  Loans,  no
Maximum Negative Amortization Amount is specified. With respect to approximately
97.25% of the  aggregate  Scheduled  Principal  Balance  of the Group 4 Mortgage
Loans as of September 1, 1996, no negative amortization is permitted.

     All of the 31  Mortgage  Loans in  Mortgage  Loan  Group 4 that have a debt
service coverage ratio known to be at or below 1.0,  representing  approximately
18.23% of the  aggregate  Scheduled  Principal  Balance  of the Group 4 Mortgage
Loans as of September 1, 1996, nevertheless met the representation of the Seller
that, as of the Underlying  Cut-Off Date, all Monthly  Payments due on or before
June 1, 1994 had been made. For further  information  regarding the debt service
coverage ratios of the Mortgage Loans,  including information regarding Mortgage
Loans as to which such ratios were not calculated and a discussion of the levels
of net operating  income used to determine the debt service  coverage ratio, see
Exhibit G hereto.

     11 of the Group 4 Mortgage Loans, representing  approximately $5,817,019 or
2.20% of the aggregate Scheduled Principal Balance of the Group 4 Mortgage Loans
as of September 1, 1996, are secured in whole or in part by leasehold mortgages.

     Based  on the  Underlying  Trustee's  October  Report,  17 of the  Group  4
Mortgage Loans, representing  approximately $12,174,068 or 4.6% of the aggregate
Scheduled Principal Balance of the Group 4 Mortgage Loans as of October 1, 1996,
will be Specially  Serviced  Mortgage  Loans  because the monthly  payments with
respect to such  Mortgage  Loans are more than 60 days past due as of October 1,
1996.

     21 of the Group 4 Mortgage Loans, representing approximately $12,365,648 or
4.68% of the aggregate Scheduled Principal Balance of the Group 4 Mortgage Loans
as of September  1, 1996,  are secured by  Mortgaged  Properties  located in the
Counties of Alameda, Los Angeles or Santa Clara in the State of California.

     In addition, 196 of the Group 4 Mortgage Loans, representing  approximately
$141,490,660 or 53.54% of the aggregate Scheduled Principal Balance of the Group
4  Mortgage  Loans  as  of  September  1,  1996,  are  Seller-Originated  Loans.
Loans-to-Facilitate  other than Seller-Originated  Loans represent approximately
$8,391,829 or 3.18% of the aggregate  Scheduled Principal Balance of the Group 4
Mortgage  Loans as of  September  1,  1996.  76 of the Group 4  Mortgage  Loans,
representing  approximately  $61,997,325  or 23.46% of the  aggregate  Scheduled
Principal  Balance of the Group 4 Mortgage  Loans as of September  1, 1996,  are
Previously Modified Mortgage Loans.

     A description of certain additional characteristics of the Group 4 Mortgage
Loans as of September 1, 1996 is set forth in Exhibit D hereto.


     For further  information  regarding the Mortgage Loans,  including  credit,
appraisal and underwriting  policies, see "DESCRIPTION OF THE MORTGAGE LOANS" in
the Underlying Prospectus, attached hereto as Annex A.

                         SERVICING OF THE MORTGAGE LOANS

     THE FOLLOWING  INFORMATION  CONCERNING THE MASTER  SERVICER AND THE SPECIAL
SERVICER WAS  OBTAINED  FROM  PUBLICLY  AVAILABLE  INFORMATION  PUBLISHED BY THE
MASTER SERVICER AND THE SPECIAL  SERVICER.  THE DEPOSITOR HAS NOT  INDEPENDENTLY
CONFIRMED,  AND MAKES NO  REPRESENTATION  THAT THE INFORMATION  PUBLISHED BY THE
MASTER SERVICER AND THE SPECIAL SERVICER IS ACCURATE OR COMPLETE.  THE FOLLOWING
IS  INTENDED TO UPDATE  INFORMATION  ABOUT THE MASTER  SERVICER  AND THE SPECIAL
SERVICER FOUND IN THE UNDERLYING PROSPECTUS.

The Master Servicer


     Midland Loan  Services,  L.P.  (the "Master  Servicer"  or  "Midland")  was
organized under the laws of Missouri in 1992 as a limited  partnership.  Midland
is a real estate  financial  services  company which provides loan servicing and
asset  management  for large pools of  commercial  and  multifamily  real estate
assets and originates  commercial  real estate loans.  Midland's  address is 210
West 10th Street, 6th Floor, Kansas City, Missouri 64105.


     Midland's  general  partner,   Midland  Data  Systems,   Inc.,  a  Missouri
corporation,  was  established  in 1990 for the  purpose  of  providing  systems
development,  data  processing  and commercial  loan servicing  primarily to the
Resolution Trust Corporation. As of October 31, 1995, Midland had 350 employees.
The company's  loan  operations  are  centralized  in Kansas City,  Missouri.  A
business development and marketing office is maintained in Washington, D.C.


     As of June 30,  1996,  Midland  and its  affiliates  were  responsible  for
servicing   approximately  11,500  commercial  and  multifamily  loans  with  an
aggregate principal balance of approximately  $11.8 billion,  the collateral for
which is located in 50 states and the District of Columbia. With respect to such
loans,  approximately  10,350  loans  with an  aggregate  principal  balance  of
approximately $8.8 billion pertain to commercial and multifamily mortgage-backed
securities.   Property  type   concentrations   within  the  portfolio   include
multifamily,  office,  retail,  hotel/motel and other types of income  producing
properties.


     Midland has been approved as a master and special  servicer for  investment
grade  commercial  and  multifamily  mortgage-backed  securities  rated by Fitch
Investors Service,  L.P. ("Fitch") and S&P. Midland is ranked "Above Average" as
a  commercial  loan  servicer  and  asset  manager  by S&P.  Midland  is  ranked
"Acceptable" as a master  servicer and "Above Average" as a special  servicer by
Fitch. S&P rates commercial loan servicers and special  servicers in one of five
rating categories, Strong, Above Average, Average, Below Average and Weak. Fitch
rates special  servicers in one of five  categories:  Superior,  Above  Average,
Average,  Below  Average and  Unacceptable.  Fitch  rates  master  servicers  as
Acceptable or  Unacceptable.  Such ratings are subject to change and there is no
assurance that Midland will maintain its current ratings.


     A substantial  percentage of the commercial and multifamily  loans included
in the  portfolio  of Midland and its  affiliates  are serviced on behalf of the
Resolution  Trust  Corporation  acting as  conservator  or receiver  for various
depository  institutions  and on behalf of various  trust funds with  respect to
mortgage-backed  securities  transactions  that involved mortgage loans acquired
from the Resolution Trust Corporation  acting in such capacity.  Midland and its
affiliates also provides  commercial loan servicing for  newly-originated  loans
and loans  acquired in the  secondary  market on behalf of issuers of commercial
and multifamily mortgage-backed  securities,  financial institutions and private
investors.   Recent  servicing   assignments  with  respect  to  mortgage-backed
securities  transactions include servicing as master servicer for the Resolution
Trust Corporation Commercial Pass-Through  Certificates Series 1995-C1,  1994-C2
and 1994-C1 transactions,  and for the CS First Boston Mortgage Securities Corp.
Commercial Mortgage Pass-Through Certificates Series 1995-AEWI transaction,  and
as servicer for the PS CMO Trust 94-C1  Commercial  Mortgage  Pay-Through  Bonds
Series 1994-C1 transaction, the JDN REMIC Trust Commercial Mortgage Pass-Through
Certificates  transaction,  the Nomura Asset Securities  Corporation  Commercial
Pass-Through  Certificates  Series 1994-C3  transaction,  the  Structured  Asset
Securities  Corporation  Multiclass  Pass-Through  Certificates  Series  1995-C1
transaction,  the Prudential Securities Secured Financing Corporation Commercial
Mortgage  Pass-Through  Certificates Series 1995-C1  transaction,  and the Asset
Securitization  Corporation Commercial Mortgage Pass-Through Certificates Series
1995-D1 transaction.


The Special Servicer


     Banc One Management and Consulting  Corporation ("BOMCC") is a wholly owned
subsidiary  of BANC ONE  CORPORATION.  BANC ONE  CORPORATION  is a bank  holding
company  with  bank   subsidiaries  in  several  states,  as  well  as  non-bank
subsidiaries  engaged in mortgage  banking,  finance,  leasing and other related
activities  in a  substantial  part  of  the  United  States.  Banc  One  or its
affiliates  own and are in the business of acquiring  assets  similar in type to
the assets of the  Underlying  Trust  Fund.  To the extent  that  assets  owned,
managed  and/or  serviced by Banc One or its affiliates are of a type similar to
the assets held by the Underlying Trust Fund, such assets might,  depending upon
the  particular  circumstances  (including,  for  example,  the location of such
assets), compete with the Mortgaged Properties for tenants, purchases, financing
and the like.

     BOMCC is  engaged in asset  management,  lending,  servicing,  liquidation,
collection,   asset  valuation  and  consulting  and  related   activities  with
nonaffiliated companies and governmental entities, including the Federal Deposit
Insurance  Corporation  and Resolution  Trust  Corporation.  BOMCC has operating
offices in Dallas,  Texas;  and has  managed  and  serviced  assets in all fifty
states,  the District of Columbia and Puerto Rico.  Since January 1, 1990, BOMCC
has resolved  35,415 assets  generating $8 billion in collections and sold 6,088
foreclosed assets generating $1.2 billion in net proceeds.

     As of June 30, 1996,  BOMCC was  responsible  for managing and  servicing a
portfolio of approximately  6,800 assets,  consisting of loans,  foreclosed real
estate  assets and other assets with a total  balance in excess of $4.5 billion.
Loan concentrations  within such portfolio included commercial office buildings,
retail centers,  industrial,  and multifamily  projects.  Foreclosed real estate
assets under management exceeded $27 million, with significant concentrations in
land, office buildings and retail centers. Approximately $3.8 billion of BOMCC's
assets  under  management  were   administered   under  contracts  that  may  be
characterized  as  master,  primary  or  general  servicing  contracts  with the
remaining  $.7 billion under  contracts  which may be  characterized  as special
servicing  contracts.  BOMCC has provided  servicing in some  capacity  under 31
commercial mortgage backed securities transactions.


Delinquency Experience

     Generally,  when a mortgagor fails to make a required payment on a mortgage
loan  and  does not cure the  deficiency  promptly,  the loan is  classified  as
delinquent.  In  many  cases,  delinquencies  are  cured  promptly,  but if not,
foreclosure proceedings are generally commenced.  The procedural steps necessary
for  foreclosure  vary from state to state,  but  generally,  if the loan is not
reinstated  within  certain  periods  specified  by the relevant  mortgage  loan
documents,  the property  securing the loan can be acquired by the lender.  If a
mortgagee  takes title to the mortgaged  property  through  foreclosure  but the
mortgaged  property has a value lower than the  outstanding  amount of the debt,
the law in certain states permits such mortgagee to obtain a deficiency judgment
in the amount of the  difference.  The laws of certain other states  restrict or
prohibit such deficiency judgments.


     Based on the Underlying  Trustee's  October Report,  realized losses on the
Mortgage Loans have totaled  $7,163,361,  which represents 0.63% of the original
aggregate Scheduled Principal Balance of the Mortgage Loans in the Mortgage Pool
as of  the  Underlying  Cut-Off  Date.  The  following  table  presents  certain
foreclosure and delinquency experience relating to the Mortgage Loans.

<PAGE>




                                                       As of October 1,
                                                 (Dollar Amounts in Thousands)

                                                  1995*               1996**

Total Principal Balance (End of Period)....
                                              $1,022,157,268     $873,687,532
Total Number of Mortgage Loans.............            1,903            1,672


Delinquencies and Foreclosures
Period of Delinquency:  30-59 days

     Principal Balance.....................      $28,458,059       $2,999,179
     Number of Mortgage Loans..............               39               13
     Percent Delinquent by
     Scheduled Principal Balance                        2.78%             0.34%
        of Mortgage Loans..................


Period of Delinquency:  60-89 Days

     Principal Balance.......................    $18,313,148     $11,186,213
     Number of Mortgage Loans................             23              17
     Percent Delinquent by
     Scheduled Principal Balance                        1.79%           1.28%
        of Mortgage Loans....................


Period of Delinquency:  90 Days or More

     Principal Balance.......................    $57,721,502     $58,601,781
     Number of Mortgage Loans................             76              85
     Percent Delinquent by
     Scheduled Principal Balance                        5.65%           6.71%
        of Mortgage Loans....................


In Foreclosure

     Principal Balance.........................   $1,285,446      $2,403,566
     Number of Mortgage Loans...................           1               4
     Percent in Foreclosure by Scheduled 
        Principal Balance of Mortgage Loans.....       0.13%           0.28%

REOs
     Principal Balance                                    $0      $6,958,731
     Number of Mortgage Loans                              0               6
     Percent in REO by Scheduled 
     Principal Balance of Mortgage Loans........          0%           0.80%

Total Delinquent, in Foreclosure, or REO
     Principal Balance......................    $105,778,156     $82,149,470
     Number of Mortgage Loans...............             139             125
     Percent Delinquent, in Foreclosure
     or REO by Scheduled Principal 
     Balance of Mortgage Loans..............          10.35%           9.40%


*    Obtained  from the  October  25, 1995  Underlying  Trustee's  report to the
     Underlying  Certificateholders. 

 **  Obtained from the Underlying  Trustee's October Report.



     For  further  discussion  of the  servicing  of  the  Mortgage  Loans,  see
"SERVICING OF THE MORTGAGE LOANS" in the Underlying Prospectus,  attached hereto
as Annex A.

                  YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS

     Prospective  investors  should  read this  section  together  with  "YIELD,
PREPAYMENT AND MATURITY CONSIDERATIONS" in the Underlying Prospectus.

General

     The  yield to  maturity  on the Class  E-1  Certificates  and the Class E-2
Certificates  will  depend  upon the price  paid by the  Certificateholder,  the
Certificate  Interest Rate and the rate and timing of the repayment of principal
in  respect  of such  Certificates.  The rate and  timing  of the  repayment  of
principal  of the  Certificates  will be affected  both by the rate of principal
payments on the Underlying  Class E Certificates and the source of the principal
so distributed.  Principal  distributions on the Underlying Class E Certificates
are made both from (x)  principal  receipts  with respect to the Mortgage  Loans
(including  amounts  drawn on the Reserve Fund with respect  thereto)  which are
allocated  to the  Underlying  Class  E  Certificates  and (y)  Excess  Interest
distributed  as  principal on the  Underlying  Class E  Certificates.  Principal
distributions on the Underlying  Class E Certificates  which are attributable to
principal received with respect to the Mortgage Loans will be allocated first to
the Class E-1  Certificates  until the Certificate  Principal Amount thereof has
been reduced to zero, and thereafter to the Class E-2 Certificates. In contrast,
principal  distributions on the Underlying Class E Certificates  attributable to
Excess  Interest will be allocated  pro rata between the Class E-1  Certificates
and the Class E-2 Certificates. See "Description of Certificates" herein.

     Distributions of principal  attributable to principal receipts with respect
to the Mortgage Loans will be made to the Underlying  Class E Certificates  only
after  distributions to more senior classes of the Underlying  Certificates have
reduced the Certificate  Principal Amounts thereof to zero.  Accordingly,  there
will initially not be any such principal distributions on the Certificates,  and
distributions  of principal on the  Certificates  will initially be attributable
solely to Excess  Interest and will  therefore be allocated pro rata between the
Class E-1 and Class E-2 Certificates.

Impact of  Prepayments  and Extensions of Receipt of Mortgage Loan Principal

     Principal  receipts  with respect to the  Mortgage  Loans may vary from the
dates on which  principal  (including  Balloon  Payments) is scheduled to be due
either (x) due to prepayments  (including  voluntary full or partial prepayments
by  borrowers  and  prepayments  resulting  from  modifications,   defaults,  or
liquidations   or   repurchases   due  to  certain   breaches  of  the  Seller's
representations   and   warranties)   or  (y)  due  to  extensions   because  of
delinquencies,  including in  particular  delinquencies  with respect to Balloon
Payments.  Pursuant  to the  terms  of the  Underlying  Certificates,  principal
distributions  may be made on the  Underlying  Certificates  with respect to any
Mortgage Loan, from funds drawn on the Reserve Fund, prior to final  liquidation
of or other  payments  on such  Mortgage  Loan in  connection  with  defaults or
modifications of such Mortgage Loan. In particular, such principal distributions
are  required  to be made (and may result in earlier  return of  principal  than
would have been the case were they not required) (x) upon  foreclosure  or other
acquisition of the related Mortgaged  Property to the extent the appraised value
thereof at such time is less than the last  principal  balance  of the  Mortgage
Loan and (y) upon  modification  to the extent the  discounted  present value of
remaining cash flows as modified,  net of applicable  servicing fees  (including
special  servicing fees), is less than the unmodified  principal balance of such
Mortgage Loan. In contrast,  the Seller is required to repurchase Mortgage Loans
for  breaches  of   representations   and   warranties   only  in  very  limited
circumstances, and is instead required only to cover any loss on a Mortgage Loan
with respect to which there is such a breach,  payable upon  realization of such
loss.  Accordingly,  breaches of representations  and warranties are unlikely to
significantly  accelerate  receipt of principal on the Underlying  Certificates.
Furthermore,  while advances of delinquent  payments are generally  required for
scheduled  payments  other  than  Balloon  Payments,  advances  of full  Balloon
Payments are not  required,  and  accordingly  delinquent  Balloon  Payments may
extend the weighted average lives of the Certificates.  For a full understanding
of the terms of the Underlying Class E Certificates,  potential investors should
thoroughly review the Underlying Prospectus attached hereto as Exhibit A.

     Principal   prepayments  may  be  influenced  by  a  variety  of  economic,
geographic,  demographic,  social,  tax, legal and other factors. In general, if
prevailing  interest  rates fall  significantly  below the interest rates on the
Mortgage Loans (and in particular  Mortgage  Loans with fixed Mortgage  Interest
Rates or with minimum  adjustable  Mortgage  Interest Rates that are higher than
prevailing  interest  rates),  the  Mortgage  Loans are  likely to be subject to
higher  prepayments  than if  prevailing  rates  remain at or above the interest
rates on such Mortgage  Loans.  Conversely,  if prevailing  interest  rates rise
significantly  above the Mortgage Interest Rates on the Mortgage Loans, the rate
of prepayment would be expected to decrease.  Other factors affecting prepayment
of  the  Mortgage  Loans  include  the   availability  of  credit  for  mortgage
refinancing,  changes in tax laws (including depreciation benefits),  changes in
Borrowers'  net  equity  in  the  Mortgaged  Properties,   servicing  decisions,
prevailing general economic conditions and the relative economic vitality of the
areas in which the Mortgaged  Properties are located,  the terms of the Mortgage
Loans (for  example,  the existence of prepayment  premiums or  due-on-sale  and
due-on-encumbrance   clauses),  the  quality  of  management  of  the  Mortgaged
Properties and the availability of other opportunities for investment.

     Some of the Mortgage  Loans may be prepaid at any time  without  premium or
penalty,  or provide for small  prepayment  premiums or penalties  which are not
expected to be an effective deterrent to prepayment. Some of the Mortgage Loans,
however,  may continue to have  prepayment  premiums or penalties which act as a
deterrent to  prepayment.  The ability of Borrowers  to make  scheduled  Balloon
Payments will be affected by many of the foregoing  factors and, in  particular,
the Borrower's  ability to refinance or to sell the related  Mortgaged  Property
and thereby generate  sufficient funds to pay all amounts due under the Mortgage
Loan.  Such  ability  may be  influenced  by,  in  particular,  the value of the
Mortgaged  Property  at that  time  and the net  income  received  with  respect
thereto, general market conditions, and the availability and terms (including in
particular available interest rates) of financing.

Impact of Excess Interest


     The rate of return of principal on the  Certificates,  and  accordingly the
weighted average life and yield thereof,  may be  significantly  affected by the
amount  of  principal  distributions  on the  Underlying  Class  E  Certificates
attributable  to  Excess  Interest.  Pursuant  to the  terms  of the  Underlying
Certificates,  principal is  distributed  on Underlying  Certificates  both from
principal  received with respect to the Mortgage Loans and from Excess  Interest
(distributable  funds remaining after all other required  distributions are made
on the Underlying Certificates and any required deposits to the Reserve Fund are
made,  generally  representing  the difference  between  interest payable on the
Mortgage Loans,  net of servicing and trustee fees, and interest  payable on the
Underlying  Certificates).  Because Excess  Interest  represents  only available
funds  remaining  after  distribution  of all other  amounts  due to  holders of
Underlying  Certificates (including Class F Certificates) and after deposit into
the Reserve Fund of amounts required to be deposited therein  (including amounts
required to restore the Reserve  Fund to the  Liquidity  Amount and,  subject to
certain  limitations,  to reimburse it for previous Basis Risk Reserve Fund Draw
Amounts,  if any), it is reduced by any  delinquencies  or losses not covered by
the Reserve Fund or overcollateralization. While principal received with respect
to the Mortgage  Loans is generally  applied first to classes of the  Underlying
Certificates  that are senior to the  Underlying  Class E  Certificates  and are
therefore  not  applied  to  payment  of  principal  of the  Underlying  Class E
Certificates  until the  Certificate  Principal  Amount of all senior classes of
Underlying Certificates has been reduced to zero, Excess Interest is required to
be   distributed   (after   payment  in  full  of  all  other   amounts  due  to
Certificateholders)  in the  following  ratios  to  classes  of  the  Underlying
Certificates:  Class D 20%, Class E 50% and Class F 30%, and after the principal
balance for any such class has been reduced to zero, the amount which would have
been distributed  thereto is distributed to Class C, then Class D, then Class E,
then Class F and then to more  senior  classes of the  Underlying  Certificates.
Accordingly, 50% (or more, in circumstances described in the preceding sentence)
of  Excess  Interest  that is  distributed  is  required  to be  applied  to the
Underlying  Class E  Certificates  as  distributions  of principal,  and will be
applied to the Class E-1 and Class E-2 Certificates pro rata.

     The amount of Excess  Interest  is  generally  higher to the extent (i) the
difference  between the  weighted  average  "Net  Mortgage  Interest  Rate" (the
Mortgage  Interest Rate, net of the applicable  servicing fee rate (as specified
in the Underlying Prospectus)) and the weighted average pass-through rate of the
Underlying Certificates is higher, (ii) the total Mortgage Loan balance to which
such   difference  is  applied   remains   higher,   and  (iii)  the  amount  of
overcollateralization  increases due to previous applications of Excess Interest
to reduce principal on the Underlying Certificates.  Over time, the reduction in
the aggregate  Scheduled Principal Balance of Mortgage Loans will tend to reduce
Excess  Interest  (though  increases  thereof due to negative  amortization  may
increase Excess Interest),  while increased  overcollateralization  due to prior
applications  of Excess  Interest  to  principal  will tend to  increase  Excess
Interest (all interest then due on such excess Mortgage Loan Scheduled Principal
Balance,  net of servicing  and trustee fees,  being  available for inclusion in
Excess Interest). Because interest rates on Mortgage Loans which bear adjustable
interest rates may adjust less frequently than interest rates on adjustable rate
Underlying  Certificates  (which adjust  monthly) or by smaller  amounts (due to
periodic or lifetime caps on Mortgage  Loans),  Excess  Interest will tend to be
reduced  in  rising  interest  rate  environments  where  interest  rates on the
adjustable  rate  Underlying  Certificates  increase  more rapidly than interest
rates on the adjustable rate Mortgage Loans.  In addition,  because  interest on
adjustable  rate Mortgage Loans is generally  determined  based on indexes other
than those used for the adjustable rate Underlying Certificates (which are based
on  one-month  LIBOR),  Excess  Interest  will tend to be greater in cases where
indexes on which  interest  rates for the  adjustable  rate  Mortgage  Loans are
determined increase less, or decrease more, than one-month LIBOR.

     Excess Interest distributed on the Underlying Certificates on September 25,
1996 was  approximately  $1,195,783.  As of  September 1, 1996,  the  difference
between the weighted average Net Mortgage Interest Rate (approximately 8.40% per
annum) and the weighted average pass-through rate of the Underlying Certificates
(approximately  7.05% per annum)  was  approximately  1.35% per  annum,  and the
difference  between the aggregate  Scheduled  Principal  Balance of the Mortgage
Loans  and  the  aggregate   Certificate  Principal  Amount  of  the  Underlying
Certificates  (after  reduction  for  distributions  of  principal to be made on
September 25, 1996) was  $27,530,752.  If the amount of Excess  Interest were to
remain at such  levels,  and  prepayment  rates  were to  remain at the  average
prepayment  rate at which the Mortgage Loans have prepaid since the closing date
for the  Underlying  Transaction,  absent credit losses which are not covered by
the  Reserve  Fund,  the  principal  of a  substantial  portion  of the  Offered
Certificates could be paid from distributions of Excess Interest.


Weighted Average Life of the Offered Certificates

     Prepayments  on  mortgage  loans  are  commonly  measured  by a  prepayment
standard or model.  The model used in this  Prospectus  in the tables below (the
"Prepayment  Model" or "CPR") represents an assumed constant rate of prepayments
each  month,  expressed  as an annual  rate,  relative  to the then  outstanding
principal  balance  of a pool of  mortgage  loans for the life of such  mortgage
loans.  CPR does not  purport  to be either  an  historical  description  of the
prepayment  experience  of any pool of  mortgage  loans or a  prediction  of the
anticipated  rate of  prepayment of any mortgage  loans,  including the Mortgage
Loans to be included in the Mortgage Pool.


     The  tables  of  percentages  of  initial   Certificate   Principal  Amount
outstanding set forth on pages 36 through 38 (the "Declining  Balance  Tables"),
the tables set forth on pages 40 through 43 (the  "Price/Yield  Tables") and the
tables  set forth on pages 47  through 46 (the  "Loss/Yield  Tables")  have been
prepared  on the  basis  of the  "Mortgage  Loan  Assumptions,"  which  are  the
assumptions set forth in the following two paragraphs.

     All such  tables  were  based on actual  Mortgage  Loans,  calculated  on a
Mortgage  Loan-by-Mortgage  Loan  basis,  based  on  their  Scheduled  Principal
Balances  and other  characteristics  as of  September  1, 1996.  The  following
assumptions as to behavior of the Mortgage Loans and the Underlying Certificates
following September 1, 1996 includes  assumptions as to the behavior thereof for
one month prior to the Cut-Off Date, and  accordingly  different  prepayment and
other  assumptions  will  result in  different  initial  principal  balances  of
Certificates  as of the Cut-Off Date.  Percentages  shown in the tables  reflect
percentages of the Certificate  Principal Amounts of the Certificates that would
exist as of the  Cut-Off  Date of October 1, 1996  based on  application  of the
relevant  assumptions during the month of September 1996. Weighted average lives
are shown from October 30, 1996.

     In addition,  it was assumed that,  beginning on September 1, 1996: (i) the
Mortgage Loans prepay (without prepayment penalties) at the indicated percentage
of the CPR; (ii) distributions on the Certificates are received, in cash, on the
25th day of each month,  commencing in October 1996; (iii) master servicing fees
and trustee fees for the Underlying Certificates are payable with respect to all
Mortgage  Loans at the rate of 0.117% per annum (with no special  servicing fees
being payable) and trustee fees are payable with respect to the  Certificates at
the rate of 0.005% per annum;  (iv) REO Mortgage  Loans and all  Mortgage  Loans
which are 30 or more days  delinquent as of September 1, 1996 are assumed to pay
in accordance with their stated terms; (v) with respect to the table assuming no
extensions,  that no defaults or delinquencies in, or modifications,  waivers or
amendments respecting, the payment by the Borrowers of principal and interest on
the Mortgage  Loans occur (except that the Maturity Date  Extension  Assumptions
For Matured  Balloon  Mortgage  Loans  apply);  (vi) with  respect to the tables
assuming extensions,  that with respect to Balloon Mortgage Loans (a) (1) in the
case of the tables  assuming three year  extensions,  the maturity dates of such
Mortgage  Loans are  extended on their  maturity  dates to the earlier of a date
three years after their original  maturity  dates and the original  amortization
term, (2) in the case of the tables assuming five year extensions,  the maturity
dates of such Mortgage Loans are extended on their maturity dates to the earlier
of a date five  years  after  their  original  maturity  dates and the  original
amortization  term and (3) the Maturity Date  Extension  Assumption  For Matured
Balloon  Mortgage  Loans  apply,  (b) (1) in the case of the Group 2 and Group 4
Mortgage  Loans,  such  extensions do not result in such Mortgage Loans becoming
Discounted  Mortgage  Loans  and  do not  require  reductions  in the  Scheduled
Principal  Balances  thereof  and  (2) in the  case of the  Group 1 and  Group 3
Mortgage  Loans,  such  extensions  result in each such Mortgage Loan becoming a
Discounted  Mortgage Loan and require a 25% reduction on the Scheduled Principal
Balance thereof and an immediate  withdrawal from the Reserve Fund, as described
in the Underlying  Prospectus under  "DESCRIPTION OF THE CERTIFICATES -- Reserve
Fund -- Credit  Draws," in an amount  equal to the  reduction  in the  Scheduled
Principal  Balance  thereof  (calculated   assuming  that  there  are  no  other
recoveries in respect of such Mortgage Loan), (c) in the case of adjustable rate
mortgage loans ("ARMs"), their Mortgage Interest Rates after extension are based
on the same indices,  margins,  caps and floors and their  Monthly  Payments are
calculated in the same manner as they were prior to such  extension,  (d) in the
case of fixed rate Mortgage  Loans,  their Monthly  Payments after extension are
the same as they were prior to extension, (e) servicing fees following extension
continue to be payable at the same rate as prior to  extension,  and no "Workout
Fee" (a fee payable to the Special Servicer equal to a fixed percentage, varying
from 1.00% to 2.00%,  depending on the unpaid principal balance of each Mortgage
Loan  as to  which  it is  acting  or at any  time  acted  as  Special  Servicer
(including those for which servicing has been returned to the Master  Servicer),
of net collections and net proceeds  received with respect to each such Mortgage
Loan) is payable with respect thereto and (f) apart from the assumed extensions,
there  are no  defaults  or  delinquencies  in,  or  modifications,  waivers  or
amendments respecting, the payment by the Borrowers of principal and interest on
such Mortgage Loans;  (vii) the Mortgage  Interest Rate stays constant until the
first  Adjustment  Date,  if any, and then adjusts to a Mortgage  Interest  Rate
equal to the applicable  Index for such assumed Mortgage Loan as set forth below
plus the  applicable  Margin  for such  assumed  Mortgage  Loan,  subject to the
applicable  Floor Interest Rates and maximum  Mortgage  Interest  Rates;  (viii)
LIBOR equals 5.4% and remains at that rate or adjusts on the Class A-1 and Class
A-3 Underlying  Certificates  (but does not adjust on the Mortgage Loans) as set
forth in the tables;  (ix) prepayments  represent  payment in full of individual
Mortgage Loans and are received on the respective Due Dates and include 30 days'
interest  thereon;  (x) there are no  repurchases  of Mortgage  Loans;  (xi) the
Certificates  are  purchased  on October  30,  1996;  (xii) no right of optional
termination  is  exercised;  and  (xiii) the Index for each  Mortgage  Loan will
adjust  immediately  to 4.84%  per annum in the case of ARMs  assumed  to have a
cost-of-funds index, 5.6% for Mortgage Loans assumed to have a one-year treasury
index, 6.1% for Mortgage Loans assumed to have a three-year treasury index, 6.3%
for  Mortgage  Loans  assumed  to have a  five-year  treasury  index,  8.25% for
Mortgage  Loans assumed to have a prime  rate-based  index and 5.4% for Mortgage
Loans assumed to have miscellaneous other indexes.

     The  Mortgage  Loan  Assumptions  are  expected  to vary  from  the  actual
characteristics  of the Mortgage Loans as of the Cut-Off Date due to the passage
of one month between  September 1, 1996 and the Cut-Off Date.  Furthermore,  the
performance  of the Mortgage  Loans  following  September 1, 1996 is expected to
vary from the Mortgage  Loan  Assumptions.  Any such  discrepancies  may have an
effect  upon  the  percentages  of the  initial  Certificate  Principal  Amounts
outstanding and the weighted  average lives of and other factors with respect to
the Certificates set forth in the tables below. Furthermore,  actual prepayments
are not likely to occur at constant  rates or at the assumed rates and the terms
of extensions are not likely to be uniform.  Variations in prepayment speeds and
extension  terms,  even if averaging to the same constant  prepayment  rate over
time and to the same weighted average extension term, may have different effects
on the  payment  rates of the  Certificates.  In  particular,  an uneven rate of
prepayments may impact the weighted average lives of the  Certificates,  since a
higher  rate of  prepayments  earlier  in any given  period  will have a greater
effect on the  amount of  Excess  Interest  available  for  distribution  to the
Underlying Class E Certificates than prepayments  received later in such period.
Furthermore, not all "Balloon Mortgage Loans" (those Mortgage Loans with Balloon
Payments) are expected to be extended or to be extended for the suggested terms,
and  prepayments and extensions may apply  disproportionately  to Mortgage Loans
with different  Mortgage Interest Rates. To the extent fixed rate Mortgage Loans
with higher Mortgage  Interest Rates prepay at higher rates or are extended less
frequently  or  for  shorter  terms,  the  Excess  Interest  available  to  make
distributions  in  reduction  of  the  certificate   principal  amounts  of  the
Underlying  Class  E  Certificates  may be  reduced  even at the  same  constant
prepayment rates. There can be no assurance as to the actual rates of prepayment
or extension of the Mortgage  Loans or as to variations  in applicable  interest
rates.


     Furthermore,  the Mortgage  Loan  Assumptions  vary to some degree from the
actual terms of the Mortgage Loans and the Pooling and Servicing  Agreement with
respect to the Underlying  Certificates  (the "Pooling  Agreement") in that: (i)
any  extension of a Mortgage Loan will occur only under  circumstances  in which
such  Mortgage  Loan has become a Specially  Serviced  Mortgage  Loan subject to
deduction of a Workout Fee from all future Monthly Payments,  except in the case
of certain Mortgage Loans whose remaining terms are to be extended by the Master
Servicer as described  in the  Underlying  Prospectus  under  "SERVICING  OF THE
MORTGAGE LOANS --  Modifications,  Waivers and Amendments;" (ii) upon extension,
and in  contrast  to the  assumptions,  some of the Group 1 and Group 3 Mortgage
Loans might not be Discounted Mortgage Loans and some of the Group 2 and Group 4
Mortgage Loans might be Discounted  Mortgage Loans,  depending upon the modified
terms  thereof;  (iii) the terms of any  extension  permitted  under the Pooling
Agreement  may require an increase or allow a decrease in the Mortgage  Interest
Rate or the Monthly Payment,  rather than providing for continuation of the same
terms;  and (iv) the actual  servicing fee available for payment with respect to
the Mortgage  Loans other than Specially  Serviced  Mortgage Loans is 0.175% per
annum, although the initial Master Servicer will receive a fee for such Mortgage
Loans equal to that described above under the Mortgage Loan Assumptions.


     Based on the Mortgage Loan  Assumptions and on the allocation rules for the
Underlying   Certificates   described  in  the   Underlying   Prospectus   under
"DESCRIPTION OF THE  CERTIFICATES --  Distributions -- Allocation Among Classes"
and the allocation rules for the Certificates described in this Prospectus under
"DESCRIPTION  OF THE  CERTIFICATES,"  the Declining  Balance Tables indicate the
weighted average life of the Offered  Certificates and set forth the percentages
of the initial  Certificate  Principal Amount of each such Class of Certificates
that would be outstanding  after the  Distribution  Date in September of each of
the years indicated,  at various  percentages of CPR and under various LIBOR and
years-of-extension  scenarios. None of the indicated percentages of CPR purports
to be a historical  description of prepayment  experience or a prediction of the
anticipated  rate of prepayment of the Mortgage  Loans  included in the Mortgage
Pool.  Variations in the actual prepayment  experience and extension  experience
and the balance of the  Mortgage  Loans that prepay or are extended may increase
or decrease the percentage of initial Certificate Principal Amount (and weighted
average life) shown in the following  tables.  Such variations may occur even if
the average  prepayment  experience of all such Mortgage Loans equals any of the
specified  percentages  of the CPR and the average  extension  experience of all
such Mortgage Loans equals any of the specified years of extension. In addition,
as described  above under  "DESCRIPTION  OF THE MORTGAGE  LOANS -- General," the
Mortgage Loans may be subject to periods of slower  amortization  or to negative
amortization,  in which case the weighted average lives of the Certificates will
be  increased,  and to periods of  accelerated  amortization,  in which case the
weighted average lives of the Certificates will be decreased.

<PAGE>


<TABLE>
<CAPTION>
               Percentage of Initial Certificate Principal Amount
                  Outstanding at the Respective Percentages of
             CPR Assuming Current LIBOR and Assuming No Extensions

                                          Class E-1                                         Class E-2
                                          ---------                                         ---------
                               0%       5%      10%      15%      18%            0%       5%      10%      15%      18%
                               --       --      ---      ---      ---            --       --      ---      ---      ---

<S>                           <C>      <C>      <C>      <C>      <C>           <C>      <C>      <C>      <C>      <C>
Closing Date...........       100      100      100      100      100           100      100      100      100      100
October 25, 1997.......        94       94       95       95       95            94       94       95       95       95
October 25, 1998.......        89       90       90       91       92            89       90       90       91       92
October 25, 1999.......        84       85       87       88       89            84       85       87       88       89
October 25, 2000.......        80       82       84       86       87            80       82       84       86       87
October 25, 2001.......        76       79       81       79       22            76       79       81       83       83
October 25, 2002.......        71       75       78        1        0            71       75       78       78       35
October 25, 2003.......        67       72       47        0        0            67       72       74       24        0
October 25, 2004.......        62       68        0        0        0            62       68       63        0        0
October 25, 2005.......        57       64        0        0        0            57       64       20        0        0
October 25, 2006.......        51       46        0        0        0            51       59        0        0        0
October 25, 2007.......        46        0        0        0        0            46       38        0        0        0
October 25, 2008.......        40        0        0        0        0            40        0        0        0        0
October 25, 2009.......        33        0        0        0        0            33        0        0        0        0
October 25, 2010.......        19        0        0        0        0            25        0        0        0        0
October 25, 2011.......         0        0        0        0        0             0        0        0        0        0
Weighted average
  life (years) 1              9.2      8.1      6.2      4.9      4.3           9.2      8.6      7.2      5.9      5.3



*    Indicates an amount above zero and less than 0.5% of the original aggregate
     Certificate Principal Amount is outstanding.

1    The weighted average life of a Certificate is determined by (i) multiplying
     the amount of each distribution in reduction of the outstanding Certificate
     Principal  Amount of such  Certificate by the number of years from the date
     of issuance of the  Certificates  to the related  Distribution  Date,  (ii)
     adding the results and (iii)  dividing  the sum by the initial  Certificate
     Principal Amount of the Certificate.

</TABLE>

<TABLE>
<CAPTION>

               Percentage of Initial Certificate Principal Amount
                  Outstanding at the Respective Percentages of
       CPR Assuming Current LIBOR and Assuming 3-Year Balloon Extensions

                                          Class E-1                                         Class E-2
                                          ---------                                         ---------
                               0%       5%      10%      15%      18%            0%       5%      10%      15%      18%
                               --       --      ---      ---      ---            --       --      ---      ---      ---

<S>                           <C>      <C>      <C>      <C>      <C>           <C>      <C>      <C>      <C>      <C>
Closing Date..........        100      100      100      100      100           100      100      100      100      100
October 25, 1997.......        94       94       95       95       95            94       94       95       95       95
October 25, 1998.......        88       89       90       91       91            88       89       90       91       91
October 25, 1999.......        82       84       86       87       88            82       84       86       87       88
October 25, 2000.......        76       79       82       84       85            76       79       82       84       85
October 25, 2001.......        70       74       78       81       83            70       74       78       81       83
October 25, 2002.......        64       70       75       78       43            64       70       75       78       79
October 25, 2003.......        58       66       71        0        0            58       66       71       44        *
October 25, 2004.......        53       62        4        0        0            53       62       65        0        0
October 25, 2005.......        47       57        0        0        0            47       57       15        0        0
October 25, 2006.......        41       37        0        0        0            41       51        0        0        0
October 25, 2007.......        34        0        0        0        0            34       33        0        0        0
October 25, 2008.......        27        0        0        0        0            27        0        0        0        0
October 25, 2009.......        19        0        0        0        0            19        0        0        0        0
October 25, 2010.......         0        0        0        0        0             *        0        0        0        0
October 25, 2010.......         0        0        0        0        0             0        0        0        0        0
Weighted average       
  life (years) 1              8.1      7.7      6.3      5.7      5.4           8.1      8.1      7.0      6.1      5.8


*    Indicates an amount above zero and less than 0.5% of the original aggregate
     Certificate Principal Amount is outstanding.

1    The weighted average life of a Certificate is determined by (i) multiplying
     the amount of each distribution in reduction of the outstanding Certificate
     Principal  Amount of such  Certificate by the number of years from the date
     of issuance of the  Certificates  to the related  Distribution  Date,  (ii)
     adding the results and (iii)  dividing  the sum by the initial  Certificate
     Principal Amount of the Certificate.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

               Percentage of Initial Certificate Principal Amount
                  Outstanding at the Respective Percentages of
       CPR Assuming Current LIBOR and Assuming 5-Year Balloon Extensions

                                          Class E-1                                         Class E-2
                                          ---------                                         ---------
                               0%       5%      10%      15%      18%            0%       5%      10%      15%      18%
                               --       --      ---      ---      ---            --       --      ---      ---      ---

<S>                           <C>      <C>      <C>      <C>      <C>           <C>      <C>      <C>      <C>      <C>
Closing Date..........        100      100      100      100      100           100      100      100      100      100
October 25, 1997.......        94       94       95       95       95            94       94       95       95       95
October 25, 1998.......        88       89       90       91       91            88       89       90       91       91
October 25, 1999.......        82       84       86       87       88            82       84       86       87       88
October 25, 2000.......        76       79       82       84       85            76       79       82       84       85
October 25, 2001.......        69       74       78       81       83            69       74       78       81       83
October 25, 2002.......        62       69       74       78       80            62       69       74       78       80
October 25, 2003.......        56       64       71       75        3            56       64       71       75       75
October 25, 2004.......        49       60       67        0        0            49       60       67       49        0
October 25, 2005.......        42       55        0        0        0            42       55       38        0        0
October 25, 2006.......        36       50        0        0        0            36       50        0        0        0
October 25, 2007.......        28        0        0        0        0            28       33        0        0        0
October 25, 2008.......        21        0        0        0        0            21        0        0        0        0
October 25, 2009.......        13        0        0        0        0            13        0        0        0        0
October 25, 2010.......         0        0        0        0        0             0        0        0        0        0
Weighted average       
  life (years) 1              7.7      7.7      7.0      6.4      5.8           7.7      8.0      7.3      6.9      6.5


*    Indicates an amount above zero and less than 0.5% of the original aggregate
     Certificate Principal Amount is outstanding.

1    The weighted average life of a Certificate is determined by (i) multiplying
     the amount of each distribution in reduction of the outstanding Certificate
     Principal  Amount of such  Certificate by the number of years from the date
     of issuance of the  Certificates  to the related  Distribution  Date,  (ii)
     adding the results and (iii)  dividing  the sum by the initial  Certificate
     Principal Amount of the Certificate.


</TABLE>

<TABLE>
<CAPTION>

               Percentage of Initial Certificate Principal Amount
         Outstanding at the Respective Percentages of Assuming Current
           LIBOR Decreases 1% and Assuming 3-Year Balloon Extensions

                                          Class E-1                                         Class E-2
                                          ---------                                         ---------
                               0%       5%      10%      15%      18%            0%       5%      10%      15%      18%
                               --       --      ---      ---      ---            --       --      ---      ---      ---

<S>                           <C>      <C>      <C>      <C>      <C>           <C>      <C>      <C>      <C>      <C>
Closing Date..........        100      100      100      100      100           100      100      100      100      100
October 25, 1997.......        93       93       93       93       94            93       93       93       93       94
October 25, 1998.......        85       86       87       88       89            85       86       87       88       89
October 25, 1999.......        78       80       82       84       86            78       80       82       84       86
October 25, 2000.......        70       74       78       81       83            70       74       78       81       83
October 25, 2001.......        62       69       74       78       80            62       69       74       78       80
October 25, 2002.......        55       64       70       75       38            55       64       70       75       76
October 25, 2003.......        49       59       66        0        0            49       59       66       35        0
October 25, 2004.......        42       54        0        0        0            42       54       54        0        0
October 25, 2005.......        35       49        0        0        0            35       49        0        0        0
October 25, 2006.......        28       21        0        0        0            28       41        0        0        0
October 25, 2007.......        20        0        0        0        0            20        1        0        0        0
October 25, 2008.......        11        0        0        0        0            11        0        0        0        0
October 25, 2009.......         0        0        0        0        0             0        0        0        0        0
October 25, 2010.......         0        0        0        0        0             0        0        0        0        0
Weighted average
  life (years) 1              6.8      7.0      6.0      5.5      5.2           6.8      7.3      6.6      5.9      5.6


*    Indicates an amount above zero and less than 0.5% of the original aggregate
     Certificate Principal Amount is outstanding.

1    The weighted average life of a Certificate is determined by (i) multiplying
     the amount of each distribution in reduction of the outstanding Certificate
     Principal  Amount of such  Certificate by the number of years from the date
     of issuance of the  Certificates  to the related  Distribution  Date,  (ii)
     adding the results and (iii)  dividing  the sum by the initial  Certificate
     Principal Amount of the Certificate.

</TABLE>

<TABLE>
<CAPTION>

         Percentage of Initial Certificate Principal Amount Outstanding
             at the Respective Percentages of CPR Assuming Current
           LIBOR Increases 1% and Assuming 3-Year Balloon Extensions

                                          Class E-1                                         Class E-2
                                          ---------                                         ---------
                               0%       5%      10%      15%      18%            0%       5%      10%      15%      18%
                               --       --      ---      ---      ---            --       --      ---      ---      ---

<S>                           <C>      <C>      <C>      <C>      <C>           <C>      <C>      <C>      <C>      <C>
Closing Date..........        100      100      100      100      100           100      100      100      100      100
October 25, 1997.......        96       96       96       96       96            96       96       96       96       96
October 25, 1998.......        91       92       92       93       93            91       92       92       93       93
October 25, 1999.......        87       88       89       90       90            87       88       89       90       90
October 25, 2000.......        82       84       86       87       88            82       84       86       87       88
October 25, 2001.......        77       80       83       85       85            77       80       83       85       85
October 25, 2002.......        72       76       79       82       49            72       76       79       82       82
October 25, 2003.......        68       73       76        0        0            68       73       76       54        9
October 25, 2004.......        64       69       13        0        0            64       69       71        0        0
October 25, 2005.......        59       65        0        0        0            59       65       30        0        0
October 25, 2006.......        54       53        0        0        0            54       61        0        0        0
October 25, 2007.......        48        6        0        0        0            48       52        0        0        0
October 25, 2008.......        42        0        0        0        0            42       15        0        0        0
October 25, 2009.......        36        0        0        0        0            36        0        0        0        0
October 25, 2010.......        29        0        0        0        0            29        0        0        0        0
October 25, 2011.......         0        0        0        0        0             0        0        0        0        0
Weighted average
  life (years) 1              9.6      8.3      6.6      5.9      5.5           9.6      9.0      7.5      6.4      6.0


*    Indicates an amount above zero and less than 0.5% of the original aggregate
     Certificate Principal Amount is outstanding.

1    The weighted average life of a Certificate is determined by (i) multiplying
     the amount of each distribution in reduction of the outstanding Certificate
     Principal  Amount of such  Certificate by the number of years from the date
     of issuance of the  Certificates  to the related  Distribution  Date,  (ii)
     adding the results and (iii)  dividing  the sum by the initial  Certificate
     Principal Amount of the Certificate.

</TABLE>

<TABLE>
<CAPTION>

                                 Percentage of Initial Certificate Principal Amount Outstanding at the Respective Percentages
                                       of CPR Assuming Current LIBOR Increases 2% and Assuming 3-Year Balloon Extensions

                                0%       5%      10%     15%      18%             0%        5%      10%      15%      18%
                                --       --      ---     ---      ---             --        --      ---      ---      ---

<S>                            <C>      <C>      <C>     <C>      <C>            <C>       <C>      <C>      <C>      <C>
Closing Date..........         100      100      100     100      100            100       100      100      100      100
October 25, 1997.......         97       97       97      97       97             97        97       97       97       97
October 25, 1998.......         94       94       95      95       95             94        94       95       95       95
October 25, 1999.......         91       92       92      92       93             91        92       92       92       93
October 25, 2000.......         88       89       89      90       90             88        89       89       90       90
October 25, 2001.......         85       86       87      88       88             85        86       87       88       88
October 25, 2002.......         81       83       84      85       55             81        83       84       85       86
October 25, 2003.......         78       80       81       0        0             78        80       81       63       17
October 25, 2004.......         74       77       23       0        0             74        77       77        4        0
October 25, 2005.......         71       73        0       0        0             71        73       45        0        0
October 25, 2006.......         67       70        0       0        0             67        70        2        0        0
October 25, 2007.......         62       22        0       0        0             62        63        0        0        0
October 25, 2008.......         58        0        0       0        0             58        42        0        0        0
October 25, 2009.......         53        0        0       0        0             53         2        0        0        0
October 25, 2010.......         48        0        0       0        0             48         0        0        0        0
October 25, 2011.......         35        0        0       0        0             41         0        0        0        0
October 25, 2012.......          0        0        0       0        0              9         0        0        0        0
December 25, 2013......          0        0        0       0        0              0         0        0        0        0
Weighted average
  life (years) 1              11.3      9.1      6.9     6.0      5.7           11.5      10.0      8.1      6.7      6.2


*    Indicates an amount above zero and less than 0.5% of the original aggregate
     Certificate Principal Amount is outstanding.

1    The weighted average life of a Certificate is determined by (i) multiplying
     the amount of each distribution in reduction of the outstanding Certificate
     Principal  Amount of such  Certificate by the number of years from the date
     of issuance of the  Certificates  to the related  Distribution  Date,  (ii)
     adding the results and (iii)  dividing  the sum by the initial  Certificate
     Principal Amount of the Certificate.


</TABLE>

     The tables set forth below show the weighted  average life, first principal
payment date and last principal payment date of the Offered  Certificates  under
various prepayment,  LIBOR and  years-of-extension  scenarios.  In addition, the
tables  show the yield and  duration  of the  Offered  Certificates  at  various
assumed offering prices under the same prepayment,  LIBOR and years-of-extension
scenarios.  The yields set forth in the  following  tables  were  calculated  by
determining the monthly discount rates which, when applied to the assumed stream
of cash  flows  to be paid  on each  Class  of  Certificates,  would  cause  the
discounted  present value of such assumed stream of cash flows as of October 30,
1996 to equal the assumed  purchase prices  (including  accrued  interest at the
Certificate  Interest  Rate up to,  but not  including,  October  30,  1996) and
converting  such  monthly  rates  to  corporate  bond  equivalent   rates.  Such
calculation does not take into account variations that may occur in the interest
rates at which  investors  may be able to  reinvest  funds  received  by them as
reductions of the Certificate  Principal  Amount on such Classes of Certificates
and  consequently  does not purport to reflect the return on any  investment  in
such Classes of Certificates  when such reinvestment  rates are considered.  For
purposes of these  tables,  "duration"  has been  calculated  using the modified
Macaulay  Duration as specified  in the "PSA  Standard  Formulas."  The Macaulay
Duration is  calculated as the present  value-weighted  average time in years to
receive future payments of principal and interest,  and the PSA Standard Formula
modified  duration  is  calculated  by  dividing  the  Macaulay  Duration by the
appropriate  semi-annual  compounding  factor.  None of the prices in the tables
take into  account  any  accrued  interest  that may be payable in excess of the
stated offering or purchase prices.  Duration and discounted margin, like yield,
will be affected by the LIBOR levels,  prepayment  rates and Balloon  extensions
that  actually  occur  during  the life of the  Certificates  and by the  actual
performance  of the  Mortgage  Loans,  all of which may  differ,  and may differ
significantly, from the assumptions used in preparing the tables below.



<PAGE>


              Weighted Average Life, First Principal Payment Date,
          Last Principal Payment Date and Yield to Maturity and Duration
              of Class E-1 Certificates at Various Assumed Prices,
                      LIBOR Levels and Balloon Extensions

                                  No Extension
                                  ------------
                                 Unchanged LIBOR
                                 ---------------

Price (%)       0%     5%     10%    15%     18%
- ---------       --     --     ---    ---     ---
               9.17    8.06   6.18   4.91   4.34   Weighted Average Life (years)
              11/96   11/96  11/96  11/96  11/96   First Principal Payment Date
              03/11   06/07  09/04  11/02  02/02   Last Principal Payment Date
97-16/32....  8.472   8.494  8.564  8.646   8.699  Yield to Maturity %
               5.75    5.42   4.55   3.83    3.47  Duration
98..........  8.384   8.400  8.452  8.513   8.553  Yield to Maturity %
               5.77    5.43   4.56   3.83    3.48  Duration
98-16/32....  8.296   8.307  8.341  8.382   8.407  Yield to Maturity %
               5.79    5.45   4.57   3.84    3.48  Duration
99..........  8.210   8.215  8.231  8.251   8.263  Yield to Maturity %
               5.81    5.46   4.58   3.85    3.49  Duration
99-16/32....  8.124   8.123  8.122  8.121   8.120  Yield to Maturity %
               5.83    5.47   4.59   3.86    3.49  Duration
100.........  8.038   8.032  8.014  7.992   7.977  Yield to Maturity %
               5.85    5.49   4.60   3.86    3.50  Duration
100-16/32...  7.954   7.942  7.906  7.863   7.836  Yield to Maturity %
               5.86    5.50   4.60   3.87    3.51  Duration
101.........  7.870   7.853  7.799  7.736   7.695  Yield to Maturity %
               5.88    5.52   4.61   3.88    3.51  Duration
101-16/32...  7.786   7.764  7.693  7.610   7.556  Yield to Maturity %
               5.90    5.53   4.62   3.88    3.52  Duration
102.........  7.704   7.676  7.587  7.484   7.417  Yield to Maturity %
               5.92    5.54   4.63   3.89    3.52  Duration
102-16/32...  7.622   7.588  7.482  7.359   7.279  Yield to Maturity %
               5.94    5.56   4.64   3.89    3.53  Duration
103.........  7.540   7.501  7.378  7.235   7.142  Yield to Maturity %
               5.95    5.57   4.65   3.90    3.53  Duration
103-16/32...  7.460   7.415  7.275  7.112   7.006  Yield to Maturity %
               5.97    5.58   4.66   3.91    3.54  Duration

<PAGE>

              Weighted Average Life, First Principal Payment Date,
          Last Principal Payment Date and Yield to Maturity and Duration
              of Class E-1 Certificates at Various Assumed Prices,
                      LIBOR Levels and Balloon Extensions (cont.)

                                3 Year Extension
                                ----------------
                                 Unchanged LIBOR
                                 ---------------

Price (%)       0%     5%     10%    15%     18%
- ---------       --     --     ---    ---     ---
               8.08    7.65   6.27   5.67    5.36  Weighted Average Life (years)
              11/96   11/96  11/96  11/96   11/96  First Principal Payment Date
              09/10   08/07  11/04  07/03   01/03  Last Principal Payment Date
97-16/32....  8.504   8.509  8.560  8.592   8.611  Yield to Maturity %
               5.26    5.20   4.59   4.27    4.10  Duration
98..........  8.408   8.411  8.449  8.473   8.487  Yield to Maturity %
               5.28    5.21   4.60   4.28    4.11  Duration
98-16/32....  8.312   8.315  8.340  8.355   8.364  Yield to Maturity %
               5.30    5.23   4.61   4.29    4.12  Duration
99..........  8.217   8.218  8.230  8.238   8.242  Yield to Maturity %
               5.31    5.24   4.62   4.30    4.13  Duration
99-16/32....  8.123   8.123  8.122  8.122   8.121  Yield to Maturity %
               5.33    5.25   4.63   4.31    4.13  Duration
100.........  8.030   8.028  8.015  8.006   8.001  Yield to Maturity %
               5.35    5.27   4.64   4.31    4.14  Duration
100-16/32...  7.937   7.934  7.908  7.891   7.881  Yield to Maturity %
               5.37    5.28   4.65   4.32    4.15  Duration
101.........  7.846   7.841  7.802  7.777   7.763  Yield to Maturity %
               5.38    5.29   4.65   4.33    4.16  Duration
101-16/32...  7.755   7.749  7.696  7.664   7.645  Yield to Maturity %
               5.40    5.31   4.66   4.34    4.16  Duration
102.........  7.664   7.657  7.592  7.552   7.528  Yield to Maturity %
               5.41    5.32   4.67   4.35    4.17  Duration
102-16/32...  7.575   7.565  7.488  7.440   7.411  Yield to Maturity %
               5.43    5.33   4.68   4.35    4.18  Duration
103.........  7.486   7.475  7.385  7.329   7.295  Yield to Maturity %
               5.45    5.35   4.69   4.36    4.19  Duration
103-16/32...  7.397   7.385  7.282  7.219   7.181  Yield to Maturity %
               5.46    5.36   4.70   4.37    4.19  Duration


<PAGE>

              Weighted Average Life, First Principal Payment Date,
          Last Principal Payment Date and Yield to Maturity and Duration
              of Class E-1 Certificates at Various Assumed Prices,
                      LIBOR Levels and Balloon Extensions (cont.)

                                5 Year Extension
                                ----------------
                                 Unchanged LIBOR
                                 ---------------

Price (%)       0%     5%     10%    15%     18%
- ---------       --     --     ---    ---     ---
               7.70    7.65   6.99   6.41    5.84  Weighted Average Life (years)
              11/96   11/96  11/96  11/96   11/96  First Principal Payment Date
              09/10   09/07  08/05  09/04   11/03  Last Principal Payment Date
97-16/32....  8.516   8.510  8.529  8.552   8.581  Yield to Maturity %
               5.11    5.19   4.94   4.68    4.38  Duration
98..........  8.416   8.412  8.426  8.443   8.465  Yield to Maturity %
               5.12    5.20   4.95   4.69    4.38  Duration
98-16/32....  8.318   8.315  8.324  8.335   8.350  Yield to Maturity %
               5.14    5.22   4.97   4.70    4.39  Duration
99..........  8.220   8.219  8.223  8.229   8.235  Yield to Maturity %
               5.15    5.23   4.98   4.71    4.40  Duration
99-16/32....  8.123   8.123  8.123  8.122   8.122  Yield to Maturity %
               5.17    5.25   4.99   4.72    4.41  Duration
100.........  8.027   8.028  8.023  8.017   8.009  Yield to Maturity %
               5.19    5.26   5.00   4.73    4.42  Duration
100-16/32...  7.931   7.934  7.924  7.912   7.897  Yield to Maturity %
               5.20    5.27   5.01   4.74    4.43  Duration
101.........  7.837   7.841  7.826  7.808   7.786  Yield to Maturity %
               5.22    5.29   5.02   4.75    4.43  Duration
101-16/32...  7.743   7.748  7.728  7.705   7.675  Yield to Maturity %
               5.23    5.30   5.03   4.76    4.44  Duration
102.........  7.650   7.656  7.631  7.602   7.565  Yield to Maturity %
               5.25    5.32   5.04   4.76    4.45  Duration
102-16/32...  7.557   7.565  7.535  7.500   7.456  Yield to Maturity %
               5.26    5.33   5.06   4.77    4.46  Duration
103.........  7.465   7.474  7.439  7.399   7.348  Yield to Maturity %
               5.28    5.34   5.07   4.78    4.47  Duration
103-16/32...  7.374   7.384  7.344  7.299   7.240  Yield to Maturity %
               5.29    5.36   5.08   4.79    4.47  Duration


<PAGE>


              Weighted Average Life, First Principal Payment Date,
          Last Principal Payment Date and Yield to Maturity and Duration
              of Class E-1 Certificates at Various Assumed Prices,
                      LIBOR Levels and Balloon Extensions (cont.)

                                3 Year Extension
                                ----------------
                               LIBOR Decreases 1%
                               ------------------

Price (%)       0%     5%     10%    15%     18%
- ---------       --     --     ---    ---     ---
               6.81    7.01   5.96   5.49    5.22  Weighted Average Life (years)
              11/96   11/96  11/96  11/96   11/96  First Principal Payment Date
              10/09   04/07  09/04  07/03   01/03  Last Principal Payment Date
97-16/32....  8.553   8.537  8.580  8.606   8.623  Yield to Maturity %
               4.65    4.84   4.39   4.15    4.00  Duration
98..........  8.444   8.432  8.464  8.484   8.496  Yield to Maturity %
               4.67    4.85   4.40   4.15    4.01  Duration
98-16/32....  8.336   8.328  8.349  8.362   8.370  Yield to Maturity %
               4.68    4.86   4.41   4.16    4.02  Duration
99..........  8.229   8.225  8.235  8.241   8.245  Yield to Maturity %
               4.70    4.88   4.42   4.17    4.03  Duration
99-16/32....  8.122   8.123  8.122  8.121   8.121  Yield to Maturity %
               4.72    4.89   4.43   4.18    4.03  Duration
100.........  8.017   8.021  8.009  8.002   7.998  Yield to Maturity %
               4.73    4.91   4.44   4.19    4.04  Duration
100-16/32...  7.912   7.920  7.898  7.884   7.875  Yield to Maturity %
               4.75    4.92   4.45   4.20    4.05  Duration
101.........  7.808   7.820  7.787  7.767   7.754  Yield to Maturity %
               4.76    4.93   4.46   4.21    4.06  Duration
101-16/32...  7.706   7.721  7.677  7.650   7.633  Yield to Maturity %
               4.78    4.95   4.47   4.21    4.06  Duration
102.........  7.603   7.622  7.568  7.534   7.513  Yield to Maturity %
               4.79    4.96   4.48   4.22    4.07  Duration
102-16/32...  7.502   7.524  7.459  7.419   7.393  Yield to Maturity %
               4.80    4.97   4.49   4.23    4.08  Duration
103.........  7.402   7.427  7.352  7.305   7.275  Yield to Maturity %
               4.82    4.99   4.49   4.24    4.09  Duration
103-16/32...  7.302   7.331  7.245  7.192   7.157  Yield to Maturity %
               4.83    5.00   4.50   4.25    4.09  Duration




<PAGE>




              Weighted Average Life, First Principal Payment Date,
          Last Principal Payment Date and Yield to Maturity and Duration
              of Class E-1 Certificates at Various Assumed Prices,
                      LIBOR Levels and Balloon Extensions (cont.)

                                3 Year Extension
                                ----------------
                               LIBOR Increases 1%
                               ------------------

Price (%)       0%     5%     10%    15%     18%
- ---------       --     --     ---    ---     ---
               9.56    8.34   6.60   5.85    5.51  Weighted Average Life (years)
              11/96   11/96  11/96  11/96   11/96  First Principal Payment Date
              06/11   12/07  01/05  08/03   02/03  Last Principal Payment Date
97-16/32....  8.461   8.483  8.542  8.579   8.599  Yield to Maturity %
               5.94    5.58   4.79   4.40    4.21  Duration
98..........  8.376   8.392  8.436  8.463   8.479  Yield to Maturity %
               5.96    5.59   4.80   4.41    4.22  Duration
98-16/32....  8.291   8.302  8.331  8.349   8.359  Yield to Maturity %
               5.98    5.61   4.81   4.42    4.22  Duration
99..........  8.207   8.212  8.226  8.235   8.240  Yield to Maturity %
               6.00    5.62   4.82   4.42    4.23  Duration
99-16/32....  8.124   8.123  8.122  8.122   8.122  Yield to Maturity %
               6.02    5.63   4.83   4.43    4.24  Duration
100.........  8.041   8.035  8.020  8.010   8.004  Yield to Maturity %
               6.04    5.65   4.84   4.44    4.24  Duration
100-16/32...  7.959   7.947  7.917  7.898   7.887  Yield to Maturity %
               6.05    5.66   4.85   4.45    4.25  Duration
101.........  7.878   7.860  7.816  7.787   7.771  Yield to Maturity %
               6.07    5.67   4.86   4.46    4.26  Duration
101-16/32...  7.797   7.774  7.715  7.677   7.656  Yield to Maturity %
               6.09    5.69   4.87   4.46    4.27  Duration
102.........  7.717   7.688  7.615  7.568   7.542  Yield to Maturity %
               6.11    5.70   4.88   4.47    4.27  Duration
102-16/32...  7.638   7.603  7.515  7.459   7.428  Yield to Maturity %
               6.13    5.71   4.89   4.48    4.28  Duration
103.........  7.559   7.519  7.416  7.351   7.315  Yield to Maturity %
               6.14    5.73   4.90   4.49    4.29  Duration
103-16/32...  7.481   7.435  7.318  7.244   7.203  Yield to Maturity %
               6.16    5.74   4.91   4.49    4.29  Duration




<PAGE>


              Weighted Average Life, First Principal Payment Date,
          Last Principal Payment Date and Yield to Maturity and Duration
              of Class E-1 Certificates at Various Assumed Prices,
                      LIBOR Levels and Balloon Extensions (cont.)

                                3 Year Extension
                                ----------------
                               LIBOR Increases 2%
                               ------------------

Price (%)       0%     5%     10%    15%     18%
- ---------       --     --     ---    ---     ---
              11.29    9.09   6.94   6.04    5.66  Weighted Average Life (years)
              11/96   11/96  11/96  11/96   11/96  First Principal Payment Date
              06/12   05/08  03/05  09/03   03/03  Last Principal Payment Date
97-16/32....  8.424   8.460  8.524  8.566   8.588  Yield to Maturity %
               6.70    5.98   5.01   4.53    4.31  Duration
98..........  8.348   8.375  8.423  8.454   8.470  Yield to Maturity %
               6.72    5.99   5.02   4.54    4.32  Duration
98-16/32....  8.273   8.291  8.322  8.342   8.353  Yield to Maturity %
               6.73    6.01   5.03   4.55    4.33  Duration
99..........  8.198   8.207  8.222  8.232   8.237  Yield to Maturity %
               6.75    6.02   5.04   4.55    4.33  Duration
99-16/32....  8.124   8.124  8.123  8.122   8.122  Yield to Maturity %
               6.77    6.03   5.05   4.56    4.34  Duration
100.........  8.051   8.041  8.024  8.013   8.007  Yield to Maturity %
               6.79    6.05   5.06   4.57    4.35  Duration
100-16/32...  7.978   7.960  7.926  7.905   7.893  Yield to Maturity %
               6.81    6.06   5.06   4.58    4.35  Duration
101.........  7.906   7.878  7.829  7.797   7.780  Yield to Maturity %
               6.83    6.07   5.07   4.58    4.36  Duration
101-16/32...  7.834   7.798  7.732  7.690   7.667  Yield to Maturity %
               6.85    6.09   5.08   4.59    4.37  Duration
102.........  7.763   7.717  7.636  7.584   7.556  Yield to Maturity %
               6.87    6.10   5.09   4.60    4.37  Duration
102-16/32...  7.692   7.638  7.541  7.478   7.445  Yield to Maturity %
               6.89    6.11   5.10   4.61    4.38  Duration
103.........  7.622   7.559  7.446  7.373   7.334  Yield to Maturity %
               6.91    6.13   5.11   4.61    4.39  Duration
103-16/32...  7.553   7.480  7.352  7.269   7.225  Yield to Maturity %
               6.92    6.14   5.12   4.62    4.39  Duration

<PAGE>



              Weighted Average Life, First Principal Payment Date,
          Last Principal Payment Date and Yield to Maturity Percentage
              of Class E-2 Certificates at Various Assumed Prices,
                      LIBOR Levels and Balloon Extensions

                                  No Extension
                                  ------------
                                 Unchanged LIBOR
                                 ---------------

Price (%)      0%     5%     10%    15%     18%
- ---------      --     --     ---    ---     ---
              9.25    8.58   7.22   5.91    5.31   Weighted Average Life (years)
             11/96   11/96  11/96  11/96   11/96   First Principal Payment Date
             06/11   08/08  04/06  05/04   07/03   Last Principal Payment Date
82-16/32... 11.509  11.571 11.919  12.464  12.818  Yield to Maturity %
              5.16   5.11    4.68    4.12    3.82  Duration
83......... 11.393  11.454 11.791  12.319  12.661  Yield to Maturity %
              5.18   5.13    4.70    4.13    3.83  Duration
83-16/32... 11.278  11.338 11.665  12.175  12.506  Yield to Maturity %
              5.20   5.15    4.71    4.14    3.84  Duration
84......... 11.164  11.223 11.539  12.032  12.352  Yield to Maturity %
              5.22   5.17    4.73    4.16    3.85  Duration
84-16/32... 11.052  11.109 11.415  11.890  12.199  Yield to Maturity %
              5.24   5.18    4.74    4.17    3.86  Duration
85......... 10.940  10.996 11.291  11.750  12.047  Yield to Maturity %
              5.27   5.20    4.76    4.18    3.87  Duration
85-16/32... 10.830  10.885 11.169  11.611  11.897  Yield to Maturity %
              5.29   5.22    4.77    4.19    3.88  Duration
86......... 10.721  10.774 11.048  11.473  11.748  Yield to Maturity %
              5.31   5.24    4.78    4.20    3.88  Duration
86-16/32... 10.613  10.664 10.928  11.336  11.600  Yield to Maturity %
              5.33   5.26    4.80    4.21    3.89  Duration
87......... 10.505  10.556 10.809  11.200  11.453  Yield to Maturity %
              5.35   5.28    4.81    4.22    3.90  Duration
87-16/32... 10.399  10.448 10.691  11.065  11.308  Yield to Maturity %
              5.37   5.29    4.82    4.23    3.91  Duration
88......... 10.294  10.342 10.573  10.931  11.163  Yield to Maturity %
              5.39   5.31    4.84    4.24    3.92  Duration
88-16/32... 10.190  10.236 10.457  10.799  11.020  Yield to Maturity %
              5.42   5.33    4.85    4.25    3.93  Duration



<PAGE>



              Weighted Average Life, First Principal Payment Date,
          Last Principal Payment Date and Yield to Maturity Percentage
              of Class E-2 Certificates at Various Assumed Prices,
                      LIBOR Levels and Balloon Extensions (cont.)

                                3 Year Extension
                                ----------------
                                 Unchanged LIBOR
                                 ---------------

Price (%)      0%     5%     10%     15%     18%
- ---------      --     --     ---     ---     ---
              8.09    8.11   7.03    6.13    5.83  Weighted Average Life (years)
             11/96   11/96  11/96   11/96   11/96  First Principal Payment Date
             11/10   07/08  02/06   06/04   11/03  Last Principal Payment Date
82-16/32... 11.832  11.735 12.007  12.358  12.504  Yield to Maturity %
              4.71   4.87    4.57    4.22    4.09  Duration
83......... 11.705  11.612 11.876  12.216  12.357  Yield to Maturity %
              4.73   4.89    4.59    4.23    4.10  Duration
83-16/32... 11.580  11.490 11.747  12.075  12.212  Yield to Maturity %
              4.75   4.91    4.60    4.24    4.11  Duration
84......... 11.455  11.369 11.618  11.936  12.068  Yield to Maturity %
              4.77   4.92    4.62    4.25    4.12  Duration
84-16/32... 11.332  11.250 11.491  11.798  11.925  Yield to Maturity %
              4.79   4.94    4.63    4.26    4.13  Duration
85......... 11.210  11.132 11.364  11.661  11.784  Yield to Maturity %
              4.81   4.96    4.64    4.28    4.14  Duration
85-16/32... 11.089  11.015 11.239  11.525  11.643  Yield to Maturity %
              4.83   4.98    4.66    4.29    4.15  Duration
86......... 10.969  10.899 11.115  11.390  11.504  Yield to Maturity %
              4.85   5.00    4.67    4.30    4.16  Duration
86-16/32... 10.851  10.784 10.992  11.256  11.366  Yield to Maturity %
              4.87   5.01    4.68    4.31    4.17  Duration
87......... 10.733  10.670 10.870  11.123  11.229  Yield to Maturity %
              4.89   5.03    4.70    4.32    4.18  Duration
87-16/32... 10.617  10.557 10.749  10.992  11.093  Yield to Maturity %
              4.90   5.05    4.71    4.33    4.19  Duration
88......... 10.502  10.445 10.629  10.861  10.958  Yield to Maturity %
              4.92   5.07    4.73    4.34    4.20  Duration
88-16/32... 10.388  10.334 10.510  10.732  10.824  Yield to Maturity %
              4.94   5.09    4.74    4.35    4.21  Duration



<PAGE>

              Weighted Average Life, First Principal Payment Date,
          Last Principal Payment Date and Yield to Maturity Percentage
              of Class E-2 Certificates at Various Assumed Prices,
                      LIBOR Levels and Balloon Extensions (cont.)



                                5 Year Extension
                                ----------------
                                 Unchanged LIBOR
                                 ---------------

Price (%)      0%     5%     10%     15%     18%
- ---------      --     --     ---     ---     ---
              7.70    7.99   7.31    6.87    6.51  Weighted Average Life (years)
             11/96   11/96  11/96   11/96   11/96  First Principal Payment Date
             09/10   05/08  04/06   04/05   10/04  Last Principal Payment Date
82-16/32... 11.945  11.773 11.913  12.037  12.172  Yield to Maturity %
              4.58   4.82    4.68    4.55    4.41  Duration
83......... 11.814  11.649 11.785  11.906  12.036  Yield to Maturity %
              4.60   4.84    4.69    4.57    4.42  Duration
83-16/32... 11.685  11.526 11.659  11.775  11.902  Yield to Maturity %
              4.62   4.85    4.71    4.58    4.44  Duration
84......... 11.557  11.404 11.533  11.646  11.768  Yield to Maturity %
              4.63   4.87    4.72    4.59    4.45  Duration
84-16/32... 11.430  11.284 11.409  11.518  11.636  Yield to Maturity %
              4.65   4.89    4.74    4.60    4.46  Duration
85......... 11.304  11.164 11.285  11.391  11.505  Yield to Maturity %
              4.67   4.91    4.75    4.62    4.47  Duration
85-16/32... 11.180  11.046 11.163  11.265  11.375  Yield to Maturity %
              4.69   4.93    4.77    4.63    4.48  Duration
86......... 11.057  10.929 11.042  11.140  11.246  Yield to Maturity %
              4.71   4.94    4.78    4.64    4.49  Duration
86-16/32... 10.935  10.812 10.922  11.016  11.118  Yield to Maturity %
              4.73   4.96    4.80    4.66    4.51  Duration
87......... 10.814  10.697 10.803  10.894  10.991  Yield to Maturity %
              4.74   4.98    4.81    4.67    4.52  Duration
87-16/32... 10.694  10.583 10.685  10.772  10.866  Yield to Maturity %
              4.76   5.00    4.83    4.68    4.53  Duration
88......... 10.576  10.470 10.568  10.651  10.741  Yield to Maturity %
              4.78   5.01    4.84    4.69    4.54  Duration
88-16/32... 10.458  10.358 10.451  10.532  10.617  Yield to Maturity %
              4.80   5.03    4.85    4.71    4.55  Duration

<PAGE>

              Weighted Average Life, First Principal Payment Date,
          Last Principal Payment Date and Yield to Maturity Percentage
              of Class E-2 Certificates at Various Assumed Prices,
                      LIBOR Levels and Balloon Extensions (cont.)

                                  No Extension
                                  ------------
                               LIBOR Decreases 1%
                               ------------------

Price (%)      0%     5%     10%     15%     18%
- ---------      --     --     ---     ---     ---
              6.81    7.27   6.58    5.89    5.64  Weighted Average Life (years)
             11/96   11/96  11/96   11/96   11/96  First Principal Payment Date
             10/09   11/07  11/05   03/04   09/03  Last Principal Payment Date
82-16/32... 12.324  12.062 12.235  12.522  12.645  Yield to Maturity %
              4.15   4.45    4.31    4.05    3.95  Duration
83......... 12.180  11.927 12.096  12.374  12.493  Yield to Maturity %
              4.17   4.47    4.32    4.06    3.96  Duration
83-16/32... 12.037  11.794 11.959  12.227  12.343  Yield to Maturity %
              4.19   4.49    4.33    4.08    3.97  Duration
84......... 11.896  11.662 11.822  12.082  12.194  Yield to Maturity %
              4.21   4.50    4.35    4.09    3.98  Duration
84-16/32... 11.756  11.532 11.687  11.938  12.046  Yield to Maturity %
              4.22   4.52    4.36    4.10    3.99  Duration
85......... 11.618  11.403 11.553  11.796  11.900  Yield to Maturity %
              4.24   4.54    4.38    4.11    4.00  Duration
85-16/32... 11.481  11.275 11.420  11.654  11.755  Yield to Maturity %
              4.26   4.56    4.39    4.12    4.01  Duration
86......... 11.346  11.148 11.289  11.514  11.611  Yield to Maturity %
              4.28   4.57    4.40    4.13    4.02  Duration
86-16/32... 11.211  11.022 11.158  11.375  11.468  Yield to Maturity %
              4.29   4.59    4.42    4.14    4.03  Duration
87......... 11.078  10.898 11.029  11.237  11.326  Yield to Maturity %
              4.31   4.61    4.43    4.15    4.05  Duration
87-16/32... 10.947  10.775 10.901  11.100  11.186  Yield to Maturity %
              4.33   4.63    4.45    4.17    4.06  Duration
88......... 10.816  10.653 10.774  10.965  11.046  Yield to Maturity %
              4.35   4.64    4.46    4.18    4.07  Duration
88-16/32... 10.687  10.532 10.648  10.830  10.908  Yield to Maturity %
              4.36   4.66    4.47    4.19    4.08  Duration

<PAGE>

              Weighted Average Life, First Principal Payment Date,
          Last Principal Payment Date and Yield to Maturity Percentage
              of Class E-2 Certificates at Various Assumed Prices,
                      LIBOR Levels and Balloon Extensions (cont.)

                                3 Year Extension
                                ----------------
                               LIBOR Increases 1%
                               ------------------

Price (%)      0%     5%     10%     15%     18%
- ---------      --     --     ---     ---     ---
              9.62    9.01   7.52    6.40    6.03  Weighted Average Life (years)
             11/96   11/96  11/96   11/96   11/96  First Principal Payment Date
             10/11   03/09  06/06   09/04   12/03  Last Principal Payment Date
82-16/32... 11.397  11.445 11.791  12.197  12.368  Yield to Maturity %
              5.35   5.31    4.86    4.40    4.23  Duration
83......... 11.285  11.332 11.668  12.060  12.226  Yield to Maturity %
              5.37   5.33    4.87    4.41    4.24  Duration
83-16/32... 11.174  11.221 11.545  11.925  12.086  Yield to Maturity %
              5.39   5.35    4.88    4.42    4.25  Duration
84......... 11.064  11.110 11.424  11.792  11.946  Yield to Maturity %
              5.41   5.37    4.90    4.43    4.26  Duration
84-16/32... 10.956  11.001 11.304  11.659  11.808  Yield to Maturity %
              5.43   5.39    4.91    4.44    4.27  Duration
85......... 10.848  10.892 11.185  11.527  11.671  Yield to Maturity %
              5.46   5.41    4.93    4.45    4.28  Duration
85-16/32... 10.742  10.785 11.067  11.397  11.535  Yield to Maturity %
              5.48   5.42    4.94    4.46    4.29  Duration
86......... 10.636  10.678 10.950  11.267  11.400  Yield to Maturity %
              5.50   5.44    4.95    4.47    4.30  Duration
86-16/32... 10.532  10.573 10.834  11.139  11.267  Yield to Maturity %
              5.52   5.46    4.97    4.48    4.31  Duration
87......... 10.428  10.468 10.719  11.011  11.134  Yield to Maturity %
              5.54   5.48    4.98    4.50    4.32  Duration
87-16/32... 10.326  10.364 10.605  10.885  11.002  Yield to Maturity %
              5.56   5.50    4.99    4.51    4.33  Duration
88......... 10.225  10.262 10.492  10.759  10.872  Yield to Maturity %
              5.58   5.52    5.01    4.52    4.34  Duration
88-16/32... 10.124  10.160 10.380  10.635  10.742  Yield to Maturity %
              5.60   5.53    5.02    4.53    4.35  Duration

<PAGE>

              Weighted Average Life, First Principal Payment Date,
          Last Principal Payment Date and Yield to Maturity Percentage
              of Class E-2 Certificates at Various Assumed Prices,
                      LIBOR Levels and Balloon Extensions (cont.)

                                3 Year Extension
                                ----------------
                               LIBOR Increases 2%
                               ------------------

Price (%)      0%     5%     10%     15%     18%
- ---------      --     --     ---     ---     ---
             11.51   10.03   8.05    6.68    6.23  Weighted Average Life (years)
             11/96   11/96  11/96   11/96   11/96  First Principal Payment Date
             12/12   11/09  11/06   11/04   01/04  Last Principal Payment Date
82-16/32... 11.007  11.177 11.584  12.039  12.236  Yield to Maturity %
              6.09   5.80    5.16    4.59    4.37  Duration
83......... 10.909  11.074 11.468  11.908  12.099  Yield to Maturity %
              6.11   5.82    5.18    4.60    4.38  Duration
83-16/32... 10.812  10.972 11.353  11.778  11.964  Yield to Maturity %
              6.13   5.84    5.19    4.61    4.39  Duration
84......... 10.715  10.870 11.239  11.650  11.829  Yield to Maturity %
              6.16   5.86    5.20    4.62    4.40  Duration
84-16/32... 10.620  10.770 11.126  11.523  11.695  Yield to Maturity %
              6.18   5.88    5.22    4.63    4.41  Duration
85......... 10.525  10.670 11.014  11.396  11.563  Yield to Maturity %
              6.21   5.89    5.23    4.64    4.42  Duration
85-16/32... 10.432  10.572 10.903  11.271  11.431  Yield to Maturity %
              6.23   5.91    5.25    4.65    4.43  Duration
86......... 10.339  10.474 10.793  11.147  11.301  Yield to Maturity %
              6.25   5.93    5.26    4.66    4.44  Duration
86-16/32... 10.247  10.377 10.683  11.023  11.171  Yield to Maturity %
              6.28   5.95    5.27    4.67    4.45  Duration
87......... 10.156  10.281 10.575  10.901  11.043  Yield to Maturity %
              6.30   5.97    5.29    4.68    4.46  Duration
87-16/32... 10.066  10.186 10.467  10.780  10.915  Yield to Maturity %
              6.32   5.99    5.30    4.69    4.47  Duration
88.........  9.977  10.092 10.361  10.659  10.789  Yield to Maturity %
              6.34   6.01    5.31    4.70    4.48  Duration
88-16/32...  9.888  9.998  10.255  10.540  10.663  Yield to Maturity %
              6.37   6.02    5.33    4.71    4.49  Duration



<PAGE>

Special Yield Considerations

     The yields on the Class E-1 and Class E-2 Certificates  will be affected by
(x) the rate of return  of  principal  on the  Underlying  Class E  Certificates
(which will be affected principally by the amount of Mortgage Loan principal and
Excess Interest  available for payment of principal of such  Underlying  Class E
Certificates,  which in turn  will be  affected  by  changes  in LIBOR and other
indexes,  the level of  prepayments of the Mortgage Loans and other factors) and
(y) the amount of Mortgage  Loan payment and interest rate  shortfalls,  if any,
not covered by the Reserve Fund or other credit enhancement and allocable to the
Underlying Class E Certificates.



     Because the Class E-2  Certificates  are being  offered at a discount,  the
yield  to  purchasers  will  be  increased  if  principal  is paid  faster  than
anticipated,  and will be  decreased  if  principal  payments  are  slower  than
anticipated.  Collections in respect of interest on the Mortgage  Loans,  net of
servicing fees (as specified in the Underlying Prospectus),  may exceed interest
due on the Underlying Certificates and any such Excess Interest will be used, to
the extent described herein,  to prepay the Underlying Class E Certificates,  to
the extent not required to pay interest or principal on, or be used as a reserve
for,  Underlying  Certificates  (including the Class F  Certificates)  after the
Reserve Fund has been reduced to or below the Liquidity Amount.  Thus, the yield
on the Class E-2  Certificates  is favorably  impacted  when Excess  Interest is
above  expectations  and is negatively  impacted  when Excess  Interest is below
expectations.  The  tables on pages 36  through  38 set forth the  timing of the
reduction of the Certificate Principal Amounts of the Certificates under certain
assumptions set forth therein, including the assumption that no delinquencies or
defaults occur on the Mortgage Loans other than for Mortgage Loans delinquent 30
days or more as of  September  1,  1996.  The  simplifying  assumptions  made in
preparing  those  tables and the yield  tables which follow are expected to vary
from the actual  performance  of the  Mortgage  Loans.  Excess  Interest  may be
reduced  if:  (i)  interest  rates  on the  "Floating  Rate  Certificates"  (the
Underlying Class A-1 and Class A-3  Certificates)  increase faster than interest
rates on the Mortgage Loans, (ii) Mortgage Loans with high interest rates prepay
more quickly than Mortgage Loans with lower rates or experience a higher rate of
default,  or (iii) principal  prepayments  reduce the balances of Mortgage Loans
and  Certificate  Principal  Amounts  from which Excess  Interest is  generated.
Excess  Interest  may be  increased  to the  extent  the  aggregate  Certificate
Principal  Amount of the Underlying  Certificates is reduced below the aggregate
Scheduled Principal Balance of the Mortgage Loans. Excess Interest available for
distribution to  Certificateholders  will be reduced or eliminated to the extent
the Reserve Fund is reduced to below the Liquidity Amount or  reimbursements  to
the Reserve Fund are required in  connection  with  previous  Basic Risk Reserve
Fund Draw Amounts.

     The  yield  tables  set  forth on  pages  47  through  86 are  designed  to
illustrate  the impact of losses and  delinquencies  on the  Mortgage  Loans and
changes in Excess  Interest  (resulting  from changes in LIBOR) on the yields of
the Class E-1 and Class E-2 Certificates.  In preparing the tables, the Mortgage
Loan  annual  default  rates  (converted  to monthly  rates) are  applied to the
principal  balance of the  Mortgage  Loans for each  month from 13 months  after
September  1, 1996 until 72 months after  September 1, 1996.  It is assumed that
upon  default,  50% of the current  principal  balance of the Mortgage  Loans is
immediately  recovered from  liquidation  and no further  proceeds are recovered
relative to that month's loan  defaults.  The yield tables have  otherwise  been
prepared using the "Mortgage Loan  Assumptions" set forth on pages 33 through 35
of this  Prospectus,  except it was  assumed  that  non-defaulted  loans  prepay
according  to the CPRs set  forth in the  tables.  It was  assumed  that (i) all
required payments are made during the applicable Due Period, except those due on
Mortgage  Loans  which  are to be  liquidated,  (ii) for  loans  which are to be
liquidated, no payment is received prior to liquidation, other than Reserve Fund
withdrawals,  (iii) liquidation  occurs in the month the Mortgage Loan defaults,
(iv) upon  liquidation  50% of the  principal  balance of the  Mortgage  Loan is
recovered,  (v) a draw is made on the  Reserve  Fund in the month each  Mortgage
Loan is defaulted  equal to the  difference  between the current  Mortgage  Loan
principal  balance and the amount recovered from  liquidation,  (vi) none of the
Mortgage Loans are Simple Interest Loans, and all Mortgage Loans require monthly
payments,  and payment of interest in arrears,  (vii) there are no Debt  Service
Reductions or Deficiency  Valuations,  (viii) defaults are spread pro rata among
all Mortgage Loan Groups and,  within each Mortgage Loan Group,  among  Mortgage
Loans  having  interest  rates  and  interest  rate  adjustment  terms  that are
representative  of the Mortgage Loan Group as a whole and (ix) LIBOR equals 5.4%
and  remains at that rate or  adjusts on the Class A-1 and Class A-3  Underlying
Certificates  (but does not  adjust on the  Mortgage  Loans) as set forth in the
tables. Thus, Mortgage Loans are assumed to incur no delinquency period prior to
liquidation,  and hence,  no Reserve Fund draws are made for delinquent  Monthly
Payments on Mortgage Loans.


     

     A "deficient  valuation" with respect to any mortgage loan is the excess of
(a) (i) the then outstanding  principal  balance of the mortgage loan, plus (ii)
accrued and unpaid  interest  and expenses  reimbursable  under the terms of the
related  note  to  the  date  of  the  bankruptcy  petition  (collectively,  the
"Outstanding   Balance"),   over  (b)  a  valuation  by  a  court  of  competent
jurisdiction  of the mortgaged  property  which  reduces the  principal  balance
receivable on such mortgage loan to an amount less than the Outstanding  Balance
of the mortgage loan, which valuation results from a proceeding  initiated under
the Federal  Bankruptcy  Code, as amended,  ( the  "Bankruptcy  Code").  As used
herein,  "Deficient  Valuation"  means,  with respect to any Mortgage  Loan, the
deficient valuation  described in the preceding sentence,  without giving effect
to clause  (a) (ii)  thereof.  If the terms of a court  order in  respect of any
retroactive Deficient Valuation provide for a reduction in the indebtedness of a
Mortgage Loan and the earlier  maturity  thereof,  the term Deficient  Valuation
includes an additional  amount equal to the excess, if any, of (a) the amount of
principal  that  would  have  been due on such  Mortgage  Loan  for  each  month
retroactively  affected (i.e.,  each month occurring after the effective date of
such Deficient  Valuation but before the  distribution  of amounts in respect of
such Deficient Valuation to Certificateholders pursuant to the Agreement), based
on the original  payment terms and  amortization  schedule of such Mortgage Loan
over (b) the  amount  of  principal  due on such  Mortgage  Loan  for each  such
retroactive month (assuming the effect of such retroactive application according
to  such  Mortgage  Loan's  revised  amortization  schedule).  A  "Debt  Service
Reduction,"  with respect to any Mortgage  Loan, is a reduction in the scheduled
monthly  payment,  as described in the  Agreement,  for such  Mortgage Loan by a
court of competent  jurisdiction  in a  proceeding  under the  Bankruptcy  Code,
except such a reduction resulting from a Deficient Valuation.

     A  "Simple  Interest  Loan"  is a  Mortgage  Loan as to which  the  Monthly
Payments  thereon are applied  first to interest  accrued  from the last date to
which  interest has been paid to the date such  Monthly  Payment is received and
the balance thereof is applied to principal.


     The rate of distributions  in reduction of Certificate  Principal Amount on
the Class E-1 and Class E-2 Certificates  will be directly related to the actual
amortization  schedule  of the  Mortgage  Loans,  the  rate of  deposits  in and
withdrawals  from the Reserve  Fund and the rate and timing of receipt of Excess
Interest on the Mortgage  Loans;  accordingly,  the interest  distributions  and
distributions in reduction of Certificate Principal Amount received on the Class
E-1 and Class E-2  Certificates may result in yields and maturities which differ
from  those  reflected  below.  The  Mortgage  Loans  will not  have  the  exact
characteristics  assumed, and it is unlikely that they will prepay at any of the
rates  specified  or that each Index will stay  constant at any assumed  rate or
that losses and  delinquencies  will occur at constant rates or that liquidation
will occur in the month the Mortgage Loan defaults.  The assumed  percentages of
liquidations and loss severities on the Mortgage Loans shown in the tables below
are for  illustrative  purposes only and the Depositor makes no  representations
with  respect  to the  reasonableness  of such  assumptions  or that the  actual
liquidation  and loss severity  experience of the Mortgage Loans will in any way
correspond to any of the assumptions made herein. Consequently,  there can be no
assurance  that the  pre-tax  yield to an investor in the Class E-1 or Class E-2
Certificates will correspond to any of the pre-tax yields shown below.


     Because  the  foregoing   assumptions  include  the  assumption  that  each
defaulted  Mortgage Loan is liquidated as soon as it becomes  delinquent  (other
than Mortgage  Loans  delinquent 30 days or more as of September 1, 1996,  which
are treated as set forth in the  Mortgage  Loan  Assumptions),  they do not take
into account losses  attributable to accrued interest during the period from the
date a Mortgage Loan becomes delinquent to the date of final liquidation.  Draws
on the Reserve Fund  resulting  from such accrual of interest are reduced by the
requirement  that a draw be made on the Reserve  Fund,  to the extent  funds are
available  therefor,  for  distribution of principal on the  Certificates at the
time of foreclosure for the difference  between the actual principal  balance of
the Mortgage Loan and the appraised value of the underlying  Mortgaged Property.
Nevertheless,  due to the additional losses incurred as a result of such accrual
of interest, the 50% loss rate assumption applied in the tables corresponds to a
significantly  lower rate of loss of principal as a percentage  of the principal
balance of the Mortgage Loan. Similarly,  draws on the Reserve Fund will tend to
occur  primarily  at the  time  of  foreclosure  on or  final  liquidation  of a
Mortgaged Property,  and from time to time for accrued interest on the Scheduled
Principal  Balance of such Mortgage  Loan,  rather than entirely at the time the
Mortgage Loan becomes  delinquent.  Accordingly,  the  assumptions  will produce
results  which are more likely to  correspond  to a scenario  in which  Mortgage
Loans  default at earlier dates and are subject to  foreclosure  at or about the
dates assumed for default and liquidation in the tables.

     The yields set forth in the following tables were calculated by determining
the monthly  discount  rates which,  when applied to the assumed  stream of cash
flows to be paid on the Class E-1 and Class E-2  Certificates,  would  cause the
discounted  present value of such assumed stream of cash flows as of October 30,
1996 to equal the assumed  purchase prices  (including  accrued  interest at the
Certificate  Interest  Rate up to,  but not  including,  October  30,  1996) and
converting such monthly rates to corporate bond equivalent  rates. In each case,
the assumed purchase price does not include accrued  interest;  an investor in a
Class  of  Certificates  would  be  required  to  add  accrued  interest  to the
applicable   purchase  price.  Such  calculation  does  not  take  into  account
variations  that may occur in the interest rates at which  investors may be able
to reinvest  funds received by them as reductions of the  Certificate  Principal
Amount on the Class E-1 and Class E-2  Certificates  and  consequently  does not
purport  to  reflect  the  return on any  investment  in Class E-1 and Class E-2
Certificates when such reinvestment rates are considered.  Where the Certificate
Principal  Amounts are not projected to be repaid to zero,  no weighted  average
life is stated and the principal  balance  remaining  unpaid after the assets of
the  Underlying  Trust Fund are  exhausted is  indicated  rather than a maturity
date.


     The following  tables assume  constant rates of  prepayments  and defaults.
Variable  rates of default  which create the same overall  prepayment or default
rate for a given  period of time may not  generate  the same  result as constant
prepayment and default rates.


<PAGE>


                                     Table 1

                 Weighted Average Life, First Principal Payment
                       Date, Last Principal Payment Date,
                         Yield and Duration of Class E-1
                     Certificates at Various Assumed Prices
                       and Mortgage Loan Default Rates and
                         Assuming Unchanged LIBOR and No
                                   Extensions*

                             10% Annual Default Rate
                             -----------------------
Price (%)     0%     5%      10%     15%     18%
- ---------     --     --      ---     ---     ---
            8.11     5.37    4.41    3.83    3.62  Weighted Average Life (years)
           11/96    11/96   11/96   11/96   11/96  First Principal Payment Date
           12/07    12/03   03/02   04/01   12/00  Last Principal Payment Date

97-16/32...8.492    8.612   8.692   8.761   8.792  Yield to Maturity (%)
            5.44     4.09    3.51    3.13    2.98  Duration
98.........8.399    8.488   8.548   8.599   8.622  Yield to Maturity (%)
            5.45     4.10    3.52    3.14    2.99  Duration
98-16/32...8.306    8.365   8.404   8.438   8.453  Yield to Maturity (%)
            5.47     4.11    3.53    3.14    2.99  Duration
99.........8.214    8.243   8.262   8.278   8.285  Yield to Maturity (%)
            5.48     4.12    3.53    3.15    3.00  Duration
99-16/32...8.123    8.121   8.120   8.119   8.118  Yield to Maturity (%)
            5.50     4.12    3.54    3.15    3.00  Duration
100........8.033    8.001   7.979   7.961   7.953  Yield to Maturity (%)
            5.51     4.13    3.54    3.16    3.01  Duration
100-16/32..7.943    7.881   7.840   7.804   7.788  Yield to Maturity (%)
            5.53     4.14    3.55    3.16    3.01  Duration
101........7.854    7.762   7.701   7.649   7.625  Yield to Maturity (%)
            5.54     4.15    3.56    3.17    3.02  Duration
101-16/32..7.765    7.644   7.563   7.494   7.462  Yield to Maturity (%)
            5.55     4.16    3.56    3.17    3.02  Duration
102........7.678    7.526   7.426   7.340   7.301  Yield to Maturity (%)
            5.57     4.16    3.57    3.18    3.03  Duration
102-16/32..7.590    7.410   7.290   7.187   7.140  Yield to Maturity (%)
            5.58     4.17    3.57    3.18    3.03  Duration
103........7.504    7.294   7.155   7.036   6.981  Yield to Maturity (%)
            5.59     4.18    3.58    3.19    3.04  Duration
103-16/32..7.418    7.179   7.021   6.885   6.823  Yield to Maturity (%)
            5.61     4.19    3.59    3.19    3.04  Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.


<PAGE>

                                 Table 1 (cont.)

                 Weighted Average Life, First Principal Payment
                       Date, Last Principal Payment Date,
                         Yield and Duration of Class E-1
                     Certificates at Various Assumed Prices
                       and Mortgage Loan Default Rates and
                         Assuming Unchanged LIBOR and No
                                   Extensions*

                             20% Annual Default Rate
                             -----------------------
Price (%)     0%     5%      10%     15%     18%
- ---------     --     --      ---     ---     ---
             4.51    3.95    3.61    3.35    3.19  Weighted Average Life (years)
            11/96   11/96   11/96   11/96   11/96  First Principal Payment Date
            04/02   07/01   12/00   08/00   06/00  Last Principal Payment Date

97-16/32... 8.683   8.745   8.793   8.838   8.868  Yield to Maturity (%)
             3.57    3.21    2.98    2.79    2.68  Duration
98......... 8.541   8.587   8.623   8.656   8.678  Yield to Maturity (%)
             3.58    3.22    2.98    2.80    2.68  Duration
98-16/32... 8.400   8.430   8.454   8.475   8.490  Yield to Maturity (%)
             3.58    3.22    2.99    2.80    2.69  Duration
99......... 8.259   8.274   8.285   8.296   8.303  Yield to Maturity (%)
             3.59    3.23    2.99    2.81    2.69  Duration
99-16/32... 8.120   8.119   8.118   8.118   8.117  Yield to Maturity (%)
             3.59    3.23    3.00    2.81    2.70  Duration
100........ 7.982   7.965   7.952   7.940   7.932  Yield to Maturity (%)
             3.60    3.24    3.00    2.81    2.70  Duration
100-16/32.. 7.844   7.812   7.787   7.764   7.749  Yield to Maturity (%)
             3.61    3.24    3.01    2.82    2.70  Duration
101........ 7.708   7.660   7.623   7.590   7.567  Yield to Maturity (%)
             3.61    3.25    3.01    2.82    2.71  Duration
101-16/32.. 7.572   7.509   7.461   7.416   7.386  Yield to Maturity (%)
             3.62    3.25    3.02    2.83    2.71  Duration
102........ 7.437   7.359   7.299   7.244   7.206  Yield to Maturity (%)
             3.63    3.26    3.02    2.83    2.72  Duration
102-16/32.. 7.303   7.210   7.138   7.072   7.027  Yield to Maturity (%)
             3.63    3.26    3.03    2.84    2.72  Duration
103........ 7.170   7.062   6.979   6.902   6.849  Yield to Maturity (%)
             3.64    3.27    3.03    2.84    2.72  Duration
103-16/32.. 7.038   6.915   6.820   6.732   6.673  Yield to Maturity (%)
             3.64    3.27    3.04    2.85    2.73  Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.



<PAGE>

                                 Table 1 (cont.)

                 Weighted Average Life, First Principal Payment
                       Date, Last Principal Payment Date,
                         Yield and Duration of Class E-1
                     Certificates at Various Assumed Prices
                       and Mortgage Loan Default Rates and
                         Assuming Unchanged LIBOR and No
                                   Extensions*

                             30% Annual Default Rate
                             -----------------------
Price (%)     0%     5%      10%     15%    18%
- ---------     --     --      ---     ---    ---
            3.61     3.38    3.16    2.95   2.85  Weighted Average Life (years)
           11/96    11/96   11/96   11/96  11/96  First Principal Payment Date
           01/01    09/00   06/00   02/00  01/00  Last Principal Payment Date

97-16/32...8.794    8.832   8.874   8.919  8.945  Yield to Maturity (%)
            2.97     2.82    2.65    2.51   2.43  Duration
98.........8.624    8.651   8.683   8.716  8.736  Yield to Maturity (%)
            2.98     2.82    2.66    2.51   2.43  Duration
98-16/32...8.454    8.472   8.493   8.515  8.528  Yield to Maturity (%)
            2.98     2.82    2.66    2.51   2.43  Duration
99.........8.286    8.294   8.304   8.315  8.321  Yield to Maturity (%)
            2.99     2.83    2.67    2.52   2.44  Duration
99-16/32...8.118    8.118   8.117   8.116  8.116  Yield to Maturity (%)
            2.99     2.83    2.67    2.52   2.44  Duration
100........7.952    7.942   7.931   7.919  7.912  Yield to Maturity (%)
            3.00     2.84    2.68    2.53   2.44  Duration
100-16/32..7.787    7.768   7.746   7.723  7.709  Yield to Maturity (%)
            3.00     2.84    2.68    2.53   2.45  Duration
101........7.623    7.594   7.562   7.528  7.508  Yield to Maturity (%)
            3.01     2.85    2.68    2.53   2.45  Duration
101-16/32..7.460    7.422   7.379   7.334  7.308  Yield to Maturity (%)
            3.01     2.85    2.69    2.54   2.46  Duration
102........7.298    7.251   7.198   7.142  7.110  Yield to Maturity (%)
            3.02     2.86    2.69    2.54   2.46  Duration
102-16/32..7.137    7.081   7.017   6.951  6.912  Yield to Maturity (%)
            3.02     2.86    2.70    2.55   2.46  Duration
103........6.978    6.912   6.838   6.761  6.716  Yield to Maturity (%)
            3.03     2.87    2.70    2.55   2.47  Duration
103-16/32..6.819    6.744   6.660   6.573  6.521  Yield to Maturity (%)
            3.03     2.87    2.71    2.55   2.47  Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.



<PAGE>

                                 Table 1 (cont.)

                 Weighted Average Life, First Principal Payment
                       Date, Last Principal Payment Date,
                         Yield and Duration of Class E-1
                     Certificates at Various Assumed Prices
                       and Mortgage Loan Default Rates and
                         Assuming Unchanged LIBOR and No
                                   Extensions*

                             40% Annual Default Rate
                             -----------------------
Price (%)     0%     5%      10%     15%     18%
- ---------     --     --      ---     ---     ---
             3.13    2.96    2.80    2.64    2.54  Weighted Average Life (years)
            11/96   11/96   11/96   11/96   11.96  First Principal Payment Date
            05/00   02/00   12/99   10/99   09/99  Last Principal Payment Date

97-16/32... 8.882   8.919   8.956   9.000   9.031  Yield to Maturity (%)
             2.63    2.50    2.39    2.27    2.19  Duration
98......... 8.688   8.716   8.744   8.776   8.799  Yield to Maturity (%)
             2.63    2.51    2.40    2.28    2.20  Duration
98-16/32... 8.497   8.515   8.533   8.554   8.569  Yield to Maturity (%)
             2.64    2.51    2.40    2.28    2.20  Duration
99......... 8.306   8.315   8.324   8.334   8.341  Yield to Maturity (%)
             2.64    2.52    2.40    2.28    2.20  Duration
99-16/32... 8.117   8.116   8.116   8.115   8.114  Yield to Maturity (%)
             2.65    2.52    2.41    2.29    2.21  Duration
100........ 7.929   7.919   7.909   7.897   7.889  Yield to Maturity (%)
             2.65    2.53    2.41    2.29    2.21  Duration
100-16/32.. 7.742   7.723   7.704   7.681   7.665  Yield to Maturity (%)
             2.66    2.53    2.42    2.29    2.22  Duration
101........ 7.556   7.528   7.500   7.466   7.443  Yield to Maturity (%)
             2.66    2.53    2.42    2.30    2.22  Duration
101-16/32.. 7.372   7.334   7.297   7.253   7.222  Yield to Maturity (%)
             2.66    2.54    2.42    2.30    2.22  Duration
102........ 7.189   7.142   7.096   7.041   7.002  Yield to Maturity (%)
             2.67    2.54    2.43    2.31    2.23  Duration
102-16/32.. 7.007   6.951   6.895   6.830   6.784  Yield to Maturity (%)
             2.67    2.55    2.43    2.31    2.23  Duration
103........ 6.826   6.761   6.697   6.621   6.567  Yield to Maturity (%)
             2.68    2.55    2.43    2.31    2.23  Duration
103-16/32.. 6.646   6.573   6.499   6.413   6.352  Yield to Maturity (%)
             2.68    2.55    2.44    2.32    2.24  Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.


<PAGE>


                                     Table 2

                 Weighted Average Life, First Principal Payment
                    Date, Last Principal Payment Date, Yield
                     and Duration of Class E-1 Certificates
                     at Various Assumed Prices and Mortgage
                      Loan Default Rates and Assuming LIBOR
                         Decreases 1% and No Extensions*

                             10% Annual Default Rate
                             -----------------------
Price (%)     0%     5%      10%     15%     18%
- ---------     --     --      ---     ---     ---
             7.58    5.13    4.28    3.75    3.55  Weighted Average Life (years)
            11/96   11/96   11/96   11/96   11/96  First Principal Payment Date
            06/07   09/03   02/02   03/01   12/00  Last Principal Payment Date

97-16/32... 8.513   8.632   8.708   8.774   8.804  Yield to Maturity (%)
             5.14    3.93    3.42    3.07    2.93  Duration
98......... 8.414   8.503   8.559   8.608   8.631  Yield to Maturity (%)
             5.16    3.94    3.42    3.07    2.93  Duration
98-16/32... 8.316   8.375   8.412   8.444   8.459  Yield to Maturity (%)
             5.17    3.95    3.43    3.08    2.94  Duration
99......... 8.219   8.247   8.265   8.281   8.288  Yield to Maturity (%)
             5.19    3.96    3.44    3.08    2.94  Duration
99-16/32... 8.123   8.121   8.120   8.119   8.118  Yield to Maturity (%)
             5.20    3.97    3.44    3.09    2.95  Duration
100........ 8.027   7.995   7.975   7.957   7.949  Yield to Maturity (%)
             5.22    3.97    3.45    3.09    2.95  Duration
100-16/32.. 7.932   7.871   7.832   7.797   7.782  Yield to Maturity (%)
             5.23    3.98    3.46    3.10    2.96  Duration
101........ 7.838   7.747   7.689   7.638   7.615  Yield to Maturity (%)
             5.24    3.99    3.46    3.10    2.96  Duration
101-16/32.. 7.745   7.624   7.547   7.481   7.450  Yield to Maturity (%)
             5.26    4.00    3.47    3.11    2.97  Duration
102........ 7.652   7.502   7.407   7.324   7.286  Yield to Maturity (%)
             5.27    4.00    3.47    3.11    2.97  Duration
102-16/32.. 7.560   7.381   7.267   7.168   7.122  Yield to Maturity (%)
             5.29    4.01    3.48    3.12    2.98  Duration
103........ 7.469   7.260   7.128   7.013   6.690  Yield to Maturity (%)
             5.30    4.02    3.49    3.13    2.98  Duration
103-16/32.. 7.378   7.141   6.990   6.859   6.799  Yield to Maturity (%)
             5.31    4.03    3.49    3.13    2.99  Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.


<PAGE>


                                    Table 2 (cont.)

                 Weighted Average Life, First Principal Payment
                    Date, Last Principal Payment Date, Yield
                     and Duration of Class E-1 Certificates
                     at Various Assumed Prices and Mortgage
                      Loan Default Rates and Assuming LIBOR
                         Decreases 1% and No Extensions*

                             20% Annual Default Rate
                             -----------------------
Price (%)     0%     5%      10%     15%     18%
- ---------     --     --      ---     ---     ---
             4.35    3.84    3.53    3.28    3.13  Weighted Average Life (years)
            11/96   11/96   11/96   11/96   11/96  First Principal Payment Date
            04/02   06/01   12/00   08/00   06/00  Last Principal Payment Date

97-16/32... 8.702   8.762   8.808   8.851   8.881  Yield to Maturity (%)
             3.45    3.13    2.92    2.74    2.63  Duration
98......... 8.555   8.599   8.633   8.666   8.688  Yield to Maturity (%)
             3.46    3.13    2.92    2.75    2.64  Duration
98-16/32... 8.409   8.438   8.460   8.482   8.496  Yield to Maturity (%)
             3.47    3.14    2.93    2.75    2.64  Duration
99......... 8.264   8.278   8.289   8.299   8.306  Yield to Maturity (%)
             3.47    3.14    2.93    2.76    2.65  Duration
99-16/32... 8.120   8.119   8.118   8.117   8.117  Yield to Maturity (%)
             3.48    3.15    2.94    2.76    2.65  Duration
100........ 7.977   7.961   7.949   7.937   7.929  Yield to Maturity (%)
             3.49    3.15    2.94    2.76    2.65  Duration
100-16/32.. 7.835   7.804   7.780   7.758   7.743  Yield to Maturity (%)
             3.49    3.16    2.95    2.77    2.66  Duration
101........ 7.694   7.648   7.613   7.580   7.557  Yield to Maturity (%)
             3.50    3.17    2.95    2.77    2.66  Duration
101-16/32.. 7.553   7.493   7.447   7.403   7.373  Yield to Maturity (%)
             3.50    3.17    2.96    2.78    2.67  Duration
102........ 7.414   7.339   7.282   7.228   7.190  Yield to Maturity (%)
             3.51    3.18    2.96    2.78    2.67  Duration
102-16/32.. 7.276   7.186   7.118   7.053   7.008  Yield to Maturity (%)
             3.52    3.18    2.97    2.79    2.68  Duration
103........ 7.139   7.034   6.955   6.880   6.828  Yield to Maturity (%)
             3.52    3.19    2.97    2.79    2.68  Duration
103-16/32.. 7.002   6.884   6.793   6.707   6.649  Yield to Maturity (%)
             3.53    3.19    2.98    2.80    2.68  Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.



<PAGE>

                                Table 2 (cont.)

                 Weighted Average Life, First Principal Payment
                    Date, Last Principal Payment Date, Yield
                     and Duration of Class E-1 Certificates
                     at Various Assumed Prices and Mortgage
                      Loan Default Rates and Assuming LIBOR
                         Decreases 1% and No Extensions*

                             30% Annual Default Rate
                             -----------------------
Price (%)     0%     5%      10%     15%     18%
- ---------     --     --      ---     ---     ---
             3.52    3.31    3.10    2.90    2.80  Weighted Average Life (years)
            11/96   11/96   11/96   11/96   11/96  First Principal Payment Date
            12/00   08/00   05/00   02/00   12/99  Last Principal Payment Date

97-16/32... 8.811   8.847   8.888   8.932   8.957  Yield to Maturity (%)
             2.90    2.75    2.61    2.46    2.39  Duration
98......... 8.636   8.663   8.694   8.726   8.745  Yield to Maturity (%)
             2.91    2.76    2.61    2.47    2.39  Duration
98-16/32... 8.462   8.480   8.500   8.521   8.534  Yield to Maturity (%)
             2.91    2.76    2.61    2.47    2.40  Duration
99......... 8.289   8.298   8.308   8.318   8.324  Yield to Maturity (%)
             2.92    2.77    2.62    2.48    2.40  Duration
99-16/32... 8.118   8.117   8.117   8.116   8.116  Yield to Maturity (%)
             2.92    2.77    2.62    2.48    2.40  Duration
100........ 7.948   7.938   7.927   7.915   7.909  Yield to Maturity (%)
             2.93    2.78    2.63    2.49    2.41  Duration
100-16/32.. 7.778   7.760   7.739   7.716   7.703  Yield to Maturity (%)
             2.93    2.78    2.63    2.49    2.41  Duration
101........ 7.610   7.583   7.551   7.518   7.499  Yield to Maturity (%)
             2.94    2.79    2.64    2.49    2.42  Duration
101-16/32.. 7.443   7.407   7.365   7.322   7.296  Yield to Maturity (%)
             2.94    2.79    2.64    2.50    2.42  Duration
102........ 7.278   7.232   7.181   7.126   7.094  Yield to Maturity (%)
             2.95    2.80    2.64    2.50    2.42  Duration
102-16/32.. 7.113   7.059   6.997   6.932   6.894  Yield to Maturity (%)
             2.95    2.80    2.65    2.51    2.43  Duration
103........ 6.949   6.886   6.815   6.739   6.695  Yield to Maturity (%)
             2.96    2.81    2.65    2.51    2.43  Duration
103-16/32.. 6.787   6.715   6.633   6.548   6.497  Yield to Maturity (%)
             2.96    2.81    2.66    2.51    2.44  Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.



<PAGE>

                                 Table 2 (cont.)

                 Weighted Average Life, First Principal Payment
                    Date, Last Principal Payment Date, Yield
                     and Duration of Class E-1 Certificates
                     at Various Assumed Prices and Mortgage
                      Loan Default Rates and Assuming LIBOR
                         Decreases 1% and No Extensions*

                             40% Annual Default Rate
                             -----------------------
Price (%)     0%     5%      10%     15%     18%
- ---------     --     --      ---     ---     ---
             3.06    2.90    2.75    2.60    2.50  Weighted Average Life (years)
            11/96   11/96   11/96   11/96   11/96  First Principal Payment Date
            05/00   02/00   12/99   10/99   08/99  Last Principal Payment Date

97-16/32... 8.898   8.934   8.971   9.014   9.044  Yield to Maturity (%)
             2.57    2.46    2.35    2.24    2.16  Duration
98......... 8.701   8.728   8.755   8.787   8.809  Yield to Maturity (%)
             2.58    2.46    2.35    2.24    2.17  Duration
98-16/32... 8.505   8.522   8.540   8.561   8.576  Yield to Maturity (%)
             2.58    2.47    2.36    2.24    2.17  Duration
99......... 8.310   8.318   8.327   8.337   8.344  Yield to Maturity (%)
             2.59    2.47    2.36    2.25    2.17  Duration
99-16/32... 8.117   8.116   8.115   8.115   8.114  Yield to Maturity (%)
             2.59    2.47    2.37    2.25    2.18  Duration
100........ 7.924   7.915   7.905   7.894   7.885  Yield to Maturity (%)
             2.60    2.48    2.37    2.26    2.18  Duration
100-16/32.. 7.734   7.715   7.696   7.674   7.658  Yield to Maturity (%)
             2.60    2.48    2.37    2.26    2.18  Duration
101........ 7.544   7.516   7.489   7.456   7.433  Yield to Maturity (%)
             2.60    2.49    2.38    2.26    2.19  Duration
101-16/32.. 7.356   7.319   7.283   7.239   7.208  Yield to Maturity (%)
             2.61    2.49    2.38    2.27    2.19  Duration
102........ 7.169   7.123   7.078   7.024   6.986  Yield to Maturity (%)
             2.61    2.49    2.39    2.27    2.19  Duration
102-16/32.. 6.983   6.929   6.874   6.810   6.765  Yield to Maturity (%)
             2.62    2.50    2.39    2.27    2.20  Duration
103........ 6.798   6.735   6.672   6.598   6.545  Yield to Maturity (%)
             2.62    2.50    2.39    2.28    2.20  Duration
103-16/32.. 6.615   6.543   6.472   6.387   6.326  Yield to Maturity (%)
             2.63    2.51    2.40    2.28    2.21  Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.



<PAGE>

                                     Table 3

                 Weighted Average Life, First Principal Payment
                    Date, Last Principal Payment Date, Yield
                     and Duration of Class E-1 Certificates
                     at Various Assumed Prices and Mortgage
                      Loan Default Rates and Assuming LIBOR
                         Increases 1% and No Extensions*

                             10% Annual Default Rate
                             -----------------------
Price (%)     0%     5%      10%     15%     18%
- ---------     --     --      ---     ---     ---
             8.68    5.62    4.55    3.92    3.69  Weighted Average Life (years)
            11/96   11/96   11/96   11/96   11/96  First Principal Payment Date
            05/08   02/04   04/02   05/01   12/00  Last Principal Payment Date

97-16/32... 8.473   8.594   8.677   8.748   8.780  Yield to Maturity (%)
             5.75    4.26    3.61    3.20    3.04  Duration
98......... 8.384   8.474   8.536   8.589   8.613  Yield to Maturity (%)
             5.76    4.27    3.62    3.20    3.04  Duration
98-16/32... 8.297   8.356   8.397   8.431   8.447  Yield to Maturity (%)
             5.78    4.27    3.62    3.21    3.05  Duration
99......... 8.210   8.238   8.258   8.275   8.282  Yield to Maturity (%)
             5.79    4.28    3.63    3.21    3.05  Duration
99-16/32... 8.124   8.122   8.120   8.119   8.118  Yield to Maturity (%)
             5.81    4.29    3.64    3.22    3.06  Duration
100........ 8.038   8.006   7.983   7.964   7.956  Yield to Maturity (%)
             5.82    4.30    3.64    3.22    3.06  Duration
100-16/32.. 7.953   7.890   7.847   7.811   7.794  Yield to Maturity (%)
             5.83    4.30    3.65    3.23    3.07  Duration
101........ 7.868   7.776   7.712   7.658   7.633  Yield to Maturity (%)
             5.85    4.31    3.65    3.23    3.07  Duration
101-16/32.. 7.785   7.662   7.578   7.507   7.474  Yield to Maturity (%)
             5.86    4.32    3.66    3.24    3.08  Duration
102........ 7.701   7.549   7.445   7.356   7.315  Yield to Maturity (%)
             5.87    4.33    3.67    3.24    3.08  Duration
102-16/32.. 7.619   7.437   7.312   7.206   7.157  Yield to Maturity (%)
             5.89    4.33    3.67    3.25    3.08  Duration
103........ 7.537   7.325   7.181   7.058   7.001  Yield to Maturity (%)
             5.90    4.34    3.68    3.25    3.09  Duration
103-16/32.. 7.455   7.215   7.050   6.910   6.845  Yield to Maturity (%)
             5.91    4.35    3.68    3.26    3.09  Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.


<PAGE>

                                 Table 3 (cont.)

                 Weighted Average Life, First Principal Payment
                    Date, Last Principal Payment Date, Yield
                     and Duration of Class E-1 Certificates
                     at Various Assumed Prices and Mortgage
                      Loan Default Rates and Assuming LIBOR
                         Increases 1% and No Extensions*

                        20% Annual Default Rate
                        -----------------------
Price (%)     0%     5%      10%     15%     18%
- ---------     --     --      ---     ---     ---
             4.67    4.06    3.69    3.41    3.24  Weighted Average Life (years)
            11/96   11/96   11/96   11/96   11/96  First Principal Payment Date
            05/02   07/01   01/01   08/00   06/00  Last Principal Payment Date

97-16/32... 8.665   8.730   8.780   8.825   8.856  Yield to Maturity (%)
             3.69    3.29    3.04    2.84    2.72  Duration
98......... 8.528   8.576   8.613   8.647   8.669  Yield to Maturity (%)
             3.70    3.30    3.05    2.85    2.73  Duration
98-16/32... 8.391   8.422   8.447   8.469   8.484  Yield to Maturity (%)
             3.70    3.31    3.05    2.85    2.73  Duration
99......... 8.255   8.270   8.282   8.293   8.300  Yield to Maturity (%)
             3.71    3.31    3.06    2.86    2.74  Duration
99-16/32... 8.120   8.119   8.118   8.118   8.117  Yield to Maturity (%)
             3.71    3.32    3.06    2.86    2.74  Duration
100........ 7.986   7.969   7.956   7.944   7.936  Yield to Maturity (%)
             3.72    3.32    3.07    2.86    2.74  Duration
100-16/32.. 7.853   7.820   7.794   7.771   7.755  Yield to Maturity (%)
             3.73    3.33    3.07    2.87    2.75  Duration
101........ 7.721   7.672   7.634   7.599   7.576  Yield to Maturity (%)
             3.73    3.33    3.07    2.87    2.75  Duration
101-16/32.. 7.590   7.525   7.474   7.428   7.398  Yield to Maturity (%)
             3.74    3.34    3.08    2.88    2.76  Duration
102........ 7.459   7.379   7.316   7.259   7.221  Yield to Maturity (%)
             3.74    3.34    3.08    2.88    2.76  Duration
102-16/32.. 7.329   7.233   7.158   7.090   7.045  Yield to Maturity (%)
             3.75    3.35    3.09    2.89    2.76  Duration
103........ 7.201   7.089   7.002   6.923   6.870  Yield to Maturity (%)
             3.76    3.35    3.09    2.89    2.77  Duration
103-16/32.. 7.073   6.945   6.847   6.757   6.696  Yield to Maturity (%)
             3.76    3.36    3.10    2.89    2.77  Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.


<PAGE>

                                 Table 3 (cont.)

                 Weighted Average Life, First Principal Payment
                    Date, Last Principal Payment Date, Yield
                     and Duration of Class E-1 Certificates
                     at Various Assumed Prices and Mortgage
                      Loan Default Rates and Assuming LIBOR
                         Increases 1% and No Extensions*

                             30% Annual Default Rate
                             -----------------------
Price (%)     0%     5%      10%     15%     18%
- ---------     --     --      ---     ---     ---
             3.71    3.46    3.22    3.00    2.89  Weighted Average Life (years)
            11/96   11/96   11/96   11/96   11/96  First Principal Payment Date
            01/01   09/00   06/00   02/00   01/00  Last Principal Payment Date

97-16/32... 8.778   8.817   8.860   8.906   8.933  Yield to Maturity (%)
             3.05    2.88    2.71    2.55    2.46  Duration
98......... 8.611   8.640   8.673   8.707   8.726  Yield to Maturity (%)
             3.06    2.88    2.71    2.55    2.47  Duration
98-16/32... 8.446   8.465   8.486   8.509   8.522  Yield to Maturity (%)
             3.06    2.89    2.71    2.55    2.47  Duration
99......... 8.282   8.291   8.301   8.312   8.318  Yield to Maturity (%)
             3.07    2.89    2.72    2.56    2.47  Duration
99-16/32... 8.119   8.118   8.117   8.116   8.116  Yield to Maturity (%)
             3.07    2.89    2.72    2.56    2.48  Duration
100........ 7.956   7.946   7.934   7.922   7.915  Yield to Maturity (%)
             3.07    2.90    2.73    2.57    2.48  Duration
100-16/32.. 7.795   7.775   7.753   7.729   7.716  Yield to Maturity (%)
             3.08    2.90    2.73    2.57    2.49  Duration
101........ 7.635   7.605   7.572   7.537   7.517  Yield to Maturity (%)
             3.08    2.91    2.74    2.57    2.49  Duration
101-16/32.. 7.476   7.437   7.393   7.347   7.320  Yield to Maturity (%)
             3.09    2.91    2.74    2.58    2.49  Duration
102........ 7.318   7.269   7.215   7.158   7.125  Yield to Maturity (%)
             3.09    2.92    2.74    2.58    2.50  Duration
102-16/32.. 7.161   7.103   7.038   6.970   6.930  Yield to Maturity (%)
             3.10    2.92    2.75    2.59    2.50  Duration
103........ 7.005   6.937   6.862   6.783   6.737  Yield to Maturity (%)
             3.10    2.93    2.75    2.59    2.50  Duration
103-16/32.. 6.850   6.773   6.687   6.597   6.545  Yield to Maturity (%)
             3.11    2.93    2.76    2.59    2.51  Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.



<PAGE>

                                 Table 3 (cont.)

                 Weighted Average Life, First Principal Payment
                    Date, Last Principal Payment Date, Yield
                     and Duration of Class E-1 Certificates
                     at Various Assumed Prices and Mortgage
                      Loan Default Rates and Assuming LIBOR
                         Increases 1% and No Extensions*

                             40% Annual Default Rate
                             -----------------------
Price (%)     0%     5%      10%    15%     18%
- ---------     --     --      ---    ---     ---
             3.20    3.01    2.85   2.69    2.58  Weighted Average Life (years)
            11/96   11/96   11/96  11/96   11/96  First Principal Payment Date
            05/00   03/00   12/99  10/99   09/99  Last Principal Payment Date

97-16/32... 8.866   8.904   8.942  8.987   9.018  Yield to Maturity (%)
             2.69    2.55    2.43   2.31    2.23  Duration
98......... 8.677   8.705   8.734  8.767   8.790  Yield to Maturity (%)
             2.69    2.56    2.44   2.31    2.23  Duration
98-16/32... 8.489   8.508   8.526  8.548   8.563  Yield to Maturity (%)
             2.69    2.56    2.44   2.31    2.23  Duration
99......... 8.302   8.311   8.320  8.331   8.338  Yield to Maturity (%)
             2.70    2.56    2.44   2.32    2.24  Duration
99-16/32... 8.117   8.116   8.116  8.115   8.115  Yield to Maturity (%)
             2.70    2.57    2.45   2.32    2.24  Duration
100........ 7.933   7.923   7.913  7.901   7.892  Yield to Maturity (%)
             2.71    2.57    2.45   2.33    2.24  Duration
100-16/32.. 7.750   7.730   7.711  7.688   7.672  Yield to Maturity (%)
             2.71    2.58    2.46   2.33    2.25  Duration
101........ 7.568   7.539   7.510  7.476   7.453  Yield to Maturity (%)
             2.72    2.58    2.46   2.33    2.25  Duration
101-16/32.. 7.388   7.349   7.311  7.266   7.235  Yield to Maturity (%)
             2.72    2.58    2.46   2.34    2.25  Duration
102........ 7.208   7.160   7.113  7.057   7.018  Yield to Maturity (%)
             2.72    2.59    2.47   2.34    2.26  Duration
102-16/32.. 7.030   6.972   6.916  6.850   6.803  Yield to Maturity (%)
             2.73    2.59    2.47   2.34    2.26  Duration
103........ 6.853   6.786   6.720  6.643   6.590  Yield to Maturity (%)
             2.73    2.60    2.47   2.35    2.26  Duration
103-16/32.. 6.677   6.600   6.526  6.438   6.377  Yield to Maturity (%)
             2.74    2.60    2.48   2.35    2.27  Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.


<PAGE>

                                     Table 4

                 Weighted Average Life, First Principal Payment
                    Date, Last Principal Payment Date, Yield
                     and Duration of Class E-1 Certificates
                     at Various Assumed Prices and Mortgage
                      Loan Default Rates and Assuming LIBOR
                         Increases 2% and No Extensions*

                             10% Annual Default Rate
                             -----------------------
Price (%)      0%    5%      10%     15%     18%
- ---------      --    --      ---     ---     ---
             9.27    5.88    4.68    4.01    3.76  Weighted Average Life (years)
            11/96   11/96   11/96   11/96   11/96  First Principal Payment Date
            08/08   05/04   04/02   05/01   01/01  Last Principal Payment Date

97-16/32... 8.455   8.575   8.662   8.735   8.769  Yield to Maturity (%)
             6.07    4.43    3.71    3.27    3.10  Duration
98......... 8.371   8.461   8.525   8.579   8.604  Yield to Maturity (%)
             6.09    4.44    3.72    3.27    3.10  Duration
98-16/32... 8.288   8.347   8.389   8.425   8.441  Yield to Maturity (%)
             6.10    4.45    3.72    3.28    3.10  Duration
99......... 8.206   8.234   8.255   8.272   8.280  Yield to Maturity (%)
             6.11    4.46    3.73    3.28    3.11  Duration
99-16/32... 8.124   8.122   8.120   8.119   8.119  Yield to Maturity (%)
             6.13    4.46    3.74    3.29    3.11  Duration
100........ 8.043   8.010   7.987   7.968   7.959  Yield to Maturity (%)
             6.14    4.47    3.74    3.29    3.12  Duration
100-16/32.. 7.962   7.900   7.855   7.817   7.800  Yield to Maturity (%)
             6.15    4.48    3.75    3.30    3.12  Duration
101........ 7.882   7.790   7.723   7.668   7.642  Yield to Maturity (%)
             6.17    4.49    3.75    3.30    3.13  Duration
101-16/32.. 7.803   7.680   7.593   7.519   7.485  Yield to Maturity (%)
             6.18    4.49    3.76    3.31    3.13  Duration
102........ 7.724   7.572   7.463   7.372   7.329  Yield to Maturity (%)
             6.19    4.50    3.76    3.31    3.14  Duration
102-16/32.. 7.645   7.464   7.334   7.225   7.175  Yield to Maturity (%)
             6.21    4.51    3.77    3.32    3.14  Duration
103........ 7.568   7.357   7.206   7.079   7.021  Yield to Maturity (%)
             6.22    4.51    3.78    3.32    3.14  Duration
103-16/32.. 7.490   7.250   7.078   6.935   6.868  Yield to Maturity (%)
             6.23    4.52    3.78    3.32    3.15  Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.


<PAGE>

                                 Table 4 (cont.)

                 Weighted Average Life, First Principal Payment
                    Date, Last Principal Payment Date, Yield
                     and Duration of Class E-1 Certificates
                     at Various Assumed Prices and Mortgage
                      Loan Default Rates and Assuming LIBOR
                         Increases 2% and No Extensions*

                             20% Annual Default Rate
                             -----------------------
Price (%)     0%     5%      10%     15%     18%
- ---------     --     --      ---     ---     ---
             4.84    4.18    3.78    3.47    3.30  Weighted Average Life (years)
            11/96   11/96   11/96   11/96   11/96  First Principal Payment Date
            06/02   08/01   01/01   08/00   06/00  Last Principal Payment Date

97-16/32... 8.649   8.714   8.766   8.813   8.844  Yield to Maturity (%)
             3.81    3.38    3.11    2.89    2.77  Duration
98......... 8.515   8.564   8.603   8.638   8.661  Yield to Maturity (%)
             3.82    3.39    3.11    2.90    2.77  Duration
98-16/32... 8.383   8.415   8.440   8.463   8.478  Yield to Maturity (%)
             3.82    3.39    3.12    2.90    2.78  Duration
99......... 8.251   8.267   8.279   8.290   8.297  Yield to Maturity (%)
             3.83    3.40    3.12    2.91    2.78  Duration
99-16/32... 8.121   8.120   8.119   8.118   8.117  Yield to Maturity (%)
             3.83    3.40    3.13    2.91    2.78  Duration
100........ 7.991   7.973   7.959   7.947   7.939  Yield to Maturity (%)
             3.84    3.41    3.13    2.92    2.79  Duration
100-16/32.. 7.862   7.828   7.801   7.777   7.761  Yield to Maturity (%)
             3.84    3.41    3.13    2.92    2.79  Duration
101........ 7.734   7.684   7.644   7.608   7.585  Yield to Maturity (%)
             3.85    3.42    3.14    2.92    2.80  Duration
101-16/32.. 7.606   7.540   7.488   7.441   7.409  Yield to Maturity (%)
             3.86    3.42    3.14    2.93    2.80  Duration
102........ 7.480   7.398   7.333   7.274   7.235  Yield to Maturity (%)
             3.86    3.43    3.15    2.93    2.80  Duration
102-16/32.. 7.354   7.256   7.178   7.108   7.062  Yield to Maturity (%)
             3.87    3.43    3.15    2.94    2.81  Duration
103........ 7.229   7.115   7.025   6.944   6.890  Yield to Maturity (%)
             3.87    3.44    3.16    2.94    2.81  Duration
103-16/32.. 7.105   6.975   6.873   6.780   6.719  Yield to Maturity (%)
             3.88    3.44    3.16    2.94    2.82  Duration




- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.


<PAGE>

                                 Table 4 (cont.)

                 Weighted Average Life, First Principal Payment
                    Date, Last Principal Payment Date, Yield
                     and Duration of Class E-1 Certificates
                     at Various Assumed Prices and Mortgage
                      Loan Default Rates and Assuming LIBOR
                         Increases 2% and No Extensions*

                             30% Annual Default Rate
                             -----------------------
Price (%)      0%     5%     10%     15%     18%
- ---------      --     --     ---     ---     ---
             3.81     3.54   3.29    3.06    2.94  Weighted Average Life (years)
            11/96    11/96  11/96   11/96   11/96  First Principal Payment Date
            01/01    09/00  06/00   03/00   01/00  Last Principal Payment Date

97-16/32... 8.762    8.803  8.847   8.894   8.921  Yield to Maturity (%)
             3.13     2.94   2.76    2.59    2.50  Duration
98......... 8.600    8.630  8.663   8.697   8.717  Yield to Maturity (%)
             3.13     2.94   2.76    2.59    2.50  Duration
98-16/32... 8.438    8.458  8.480   8.503   8.516  Yield to Maturity (%)
             3.14     2.95   2.77    2.60    2.51  Duration
99......... 8.278    8.288  8.298   8.309   8.315  Yield to Maturity (%)
             3.14     2.95   2.77    2.60    2.51  Duration
99-16/32... 8.119    8.118  8.117   8.117   8.116  Yield to Maturity (%)
             3.15     2.96   2.77    2.60    2.52  Duration
100........ 7.961    7.950  7.938   7.925   7.918  Yield to Maturity (%)
             3.15     2.96   2.78    2.61    2.52  Duration
100-16/32.. 7.803    7.782  7.760   7.736   7.722  Yield to Maturity (%)
             3.15     2.96   2.78    2.61    2.52  Duration
101........ 7.647    7.616  7.583   7.547   7.526  Yield to Maturity (%)
             3.16     2.97   2.79    2.62    2.53  Duration
101-16/32.. 7.492    7.451  7.407   7.359   7.332  Yield to Maturity (%)
             3.16     2.97   2.79    2.62    2.53  Duration
102........ 7.338    7.287  7.232   7.173   7.139  Yield to Maturity (%)
             3.17     2.98   2.79    2.62    2.53  Duration
102-16/32.. 7.184    7.124  7.058   6.988   6.948  Yield to Maturity (%)
             3.17     2.98   2.80    2.63    2.54  Duration
103........ 7.032    6.962  6.885   6.804   6.757  Yield to Maturity (%)
             3.18     2.99   2.80    2.63    2.54  Duration
103-16/32.. 6.881    6.800  6.713   6.621   6.568  Yield to Maturity (%)
             3.18     2.99   2.81    2.63    2.54  Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.



<PAGE>

                                 Table 4 (cont.)

                 Weighted Average Life, First Principal Payment
                    Date, Last Principal Payment Date, Yield
                     and Duration of Class E-1 Certificates
                     at Various Assumed Prices and Mortgage
                      Loan Default Rates and Assuming LIBOR
                         Increases 2% and No Extensions*

                             40% Annual Default Rate
                             -----------------------
Price (%)     0%     5%      10%     15%     18%
- ---------     --     --      ---     ---     ---
             3.27    3.07    2.90    2.73    2.62  Weighted Average Life (years)
            11/96   11/96   11/96   11/96   11/96  First Principal Payment Date
            06/00   03/00   12/99   10/99   09/99  Last Principal Payment Date

97-16/32... 8.850   8.890   8.929   8.974   9.005  Yield to Maturity (%)
             2.74    2.60    2.47    2.34    2.26  Duration
98......... 8.665   8.695   8.724   8.757   8.780  Yield to Maturity (%)
             2.75    2.60    2.48    2.35    2.26  Duration
98-16/32... 8.481   8.501   8.520   8.542   8.557  Yield to Maturity (%)
             2.75    2.61    2.48    2.35    2.27  Duration
99......... 8.299   8.308   8.317   8.328   8.335  Yield to Maturity (%)
             2.76    2.61    2.49    2.35    2.27  Duration
99-16/32... 8.117   8.117   8.116   8.115   8.115  Yield to Maturity (%)
             2.76    2.62    2.49    2.36    2.27  Duration
100........ 7.937   7.926   7.916   7.904   7.896  Yield to Maturity (%)
             2.76    2.62    2.49    2.36    2.28  Duration
100-16/32.. 7.758   7.737   7.717   7.694   7.678  Yield to Maturity (%)
             2.77    2.62    2.50    2.36    2.28  Duration
101........ 7.580   7.550   7.520   7.486   7.462  Yield to Maturity (%)
             2.77    2.63    2.50    2.37    2.28  Duration
101-16/32.. 7.403   7.363   7.324   7.279   7.247  Yield to Maturity (%)
             2.78    2.63    2.50    2.37    2.29  Duration
102........ 7.227   7.178   7.129   7.073   7.034  Yield to Maturity (%)
             2.78    2.64    2.51    2.37    2.29  Duration
102-16/32.. 7.053   6.993   6.935   6.868   6.822  Yield to Maturity (%)
             2.78    2.64    2.51    2.38    2.29  Duration
103........ 6.879   6.810   6.743   6.665   6.611  Yield to Maturity (%)
             2.79    2.64    2.51    2.38    2.30  Duration
103-16/32.. 6.707   6.628   6.551   6.463   6.402  Yield to Maturity (%)
             2.79    2.65    2.52    2.38    2.30  Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.


<PAGE>

                                     Table 5

                 Weighted Average Life, First Principal Payment
                    Date, Last Principal Payment Date, Yield
                     and Duration of Class E-1 Certificates
                     at Various Assumed Prices and Mortgage
                      Loan Default Rates and Assuming LIBOR
                         Increases 3% and No Extensions*

                             10% Annual Default Rate
                             -----------------------
Price (%)      0%    5%      10%     15%      18%
- ---------      --    --      ---     ---      ---
             9.91    6.16    4.82    4.10    3.83  Weighted Average Life (years)
            11/96   11/96   11/96   11/96   11/96  First Principal Payment Date
            01/09   08/04   05/02   06/01   01/01  Last Principal Payment Date

97-16/32... 8.438   8.558   8.648   8.722   8.757  Yield to Maturity (%)
             6.41    4.62    3.82    3.34    3.15  Duration
98......... 8.358   8.448   8.515   8.570   8.596  Yield to Maturity (%)
             6.42    4.62    3.82    3.34    3.16  Duration
98-16/32... 8.280   8.339   8.383   8.419   8.436  Yield to Maturity (%)
             6.44    4.63    3.83    3.35    3.16  Duration
99......... 8.202   8.230   8.251   8.269   8.277  Yield to Maturity (%)
             6.45    4.64    3.83    3.35    3.16  Duration
99-16/32... 8.124   8.122   8.121   8.119   8.119  Yield to Maturity (%)
             6.46    4.65    3.84    3.36    3.17  Duration
100........ 8.047   8.015   7.991   7.971   7.962  Yield to Maturity (%)
             6.48    4.65    3.84    3.36    3.17  Duration
100-16/32.. 7.971   7.909   7.862   7.824   7.806  Yield to Maturity (%)
             6.49    4.66    3.85    3.37    3.18  Duration
101........ 7.895   7.803   7.734   7.677   7.651  Yield to Maturity (%)
             6.50    4.67    3.85    3.37    3.18  Duration
101-16/32.. 7.819   7.698   7.607   7.532   7.497  Yield to Maturity (%)
             6.51    4.68    3.86    3.37    3.19  Duration
102........ 7.745   7.594   7.480   7.387   7.343  Yield to Maturity (%)
             6.53    4.68    3.86    3.38    3.19  Duration
102-16/32.. 7.670   7.490   7.355   7.243   7.191  Yield to Maturity (%)
             6.54    4.69    3.87    3.38    3.19  Duration
103........ 7.596   7.387   7.230   7.101   7.040  Yield to Maturity (%)
             6.55    4.70    3.88    3.39    3.20  Duration
103-16/32.. 7.523   7.284   7.106   6.959   6.890  Yield to Maturity (%)
             6.57    4.70    3.88    3.39    3.20  Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.


<PAGE>

                                 Table 5 (cont.)

                 Weighted Average Life, First Principal Payment
                    Date, Last Principal Payment Date, Yield
                     and Duration of Class E-1 Certificates
                     at Various Assumed Prices and Mortgage
                      Loan Default Rates and Assuming LIBOR
                         Increases 3% and No Extensions*

                             20% Annual Default Rate
                             -----------------------
Price (%)     0%     5%      10%     15%     18%
- ---------     --     --      ---     ---     ---
             5.01    4.30    3.86    3.54    3.36  Weighted Average Life (years)
            11/96   11/96   11/96   11/96   11/96  First Principal Payment Date
            07/02   09/01   01/01   09/00   06/00  Last Principal Payment Date

97-16/32... 8.632   8.699   8.753   8.801   8.833  Yield to Maturity (%)
             3.93    3.47    3.17    2.95    2.81  Duration
98......... 8.503   8.553   8.593   8.629   8.652  Yield to Maturity (%)
             3.94    3.48    3.18    2.95    2.82  Duration
98-16/32... 8.375   8.408   8.434   8.457   8.473  Yield to Maturity (%)
             3.95    3.48    3.18    2.95    2.82  Duration
99......... 8.248   8.263   8.276   8.287   8.295  Yield to Maturity (%)
             3.95    3.49    3.19    2.96    2.83  Duration
99-16/32... 8.121   8.120   8.119   8.118   8.118  Yield to Maturity (%)
             3.96    3.49    3.19    2.96    2.83  Duration
100........ 7.995   7.977   7.963   7.950   7.942  Yield to Maturity (%)
             3.96    3.50    3.19    2.97    2.83  Duration
100-16/32.. 7.870   7.836   7.808   7.783   7.767  Yield to Maturity (%)
             3.97    3.50    3.20    2.97    2.84  Duration
101........ 7.746   7.695   7.654   7.617   7.593  Yield to Maturity (%)
             3.97    3.51    3.20    2.97    2.84  Duration
101-16/32.. 7.623   7.555   7.501   7.452   7.421  Yield to Maturity (%)
             3.98    3.51    3.21    2.98    2.84  Duration
102........ 7.500   7.416   7.349   7.289   7.249  Yield to Maturity (%)
             3.98    3.51    3.21    2.98    2.85  Duration
102-16/32.. 7.378   7.278   7.197   7.126   7.079  Yield to Maturity (%)
             3.99    3.52    3.22    2.99    2.85  Duration
103........ 7.257   7.140   7.047   6.964   6.909  Yield to Maturity (%)
             4.00    3.52    3.22    2.99    2.86  Duration
103-16/32.. 7.137   7.004   6.898   6.803   6.741  Yield to Maturity (%)
             4.00    3.53    3.22    2.99    2.86  Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.


<PAGE>

                                 Table 5 (cont.)

                 Weighted Average Life, First Principal Payment
                    Date, Last Principal Payment Date, Yield
                     and Duration of Class E-1 Certificates
                     at Various Assumed Prices and Mortgage
                      Loan Default Rates and Assuming LIBOR
                         Increases 3% and No Extensions*

                             30% Annual Default Rate
                             -----------------------
Price (%)      0%    5%      10%     15%     18%
- ---------      --    --      ---     ---     ---
             3.90    3.61    3.35    3.11    2.98  Weighted Average Life (years)
            11/96   11/96   11/96   11/96   11/96  First Principal Payment Date
            02/01   09/00   06/00   03/00   01/00  Last Principal Payment Date

97-16/32... 8.747   8.789   8.834   8.881   8.909  Yield to Maturity (%)
             3.20    3.00    2.81    2.63    2.54  Duration
98......... 8.588   8.620   8.653   8.688   8.709  Yield to Maturity (%)
             3.21    3.00    2.81    2.64    2.54  Duration
98-16/32... 8.431   8.451   8.473   8.497   8.510  Yield to Maturity (%)
             3.21    3.01    2.82    2.64    2.55  Duration
99......... 8.275   8.284   8.295   8.306   8.313  Yield to Maturity (%)
             3.22    3.01    2.82    2.64    2.55  Duration
99-16/32... 8.119   8.118   8.118   8.117   8.116  Yield to Maturity (%)
             3.22    3.02    2.82    2.65    2.55  Duration
100........ 7.965   7.953   7.941   7.929   7.921  Yield to Maturity (%)
             3.23    3.02    2.83    2.65    2.56  Duration
100-16/32.. 7.811   7.789   7.766   7.742   7.728  Yield to Maturity (%)
             3.23    3.02    2.83    2.65    2.56  Duration
101........ 7.658   7.626   7.592   7.556   7.535  Yield to Maturity (%)
             3.23    3.03    2.84    2.66    2.56  Duration
101-16/32.. 7.507   7.465   7.419   7.372   7.344  Yield to Maturity (%)
             3.24    3.03    2.84    2.66    2.57  Duration
102........ 7.356   7.304   7.248   7.188   7.154  Yield to Maturity (%)
             3.24    3.04    2.84    2.66    2.57  Duration
102-16/32.. 7.206   7.144   7.077   7.006   6.965  Yield to Maturity (%)
             3.25    3.04    2.85    2.67    2.57  Duration
103........ 7.058   6.985   6.907   6.825   6.777  Yield to Maturity (%)
             3.25    3.04    2.85    2.67    2.58  Duration
103-16/32.. 6.910   6.827   6.739   6.645   6.590  Yield to Maturity (%)
             3.26    3.05    2.86    2.68    2.58  Duration



- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.



<PAGE>

                                 Table 5 (cont.)

                 Weighted Average Life, First Principal Payment
                    Date, Last Principal Payment Date, Yield
                     and Duration of Class E-1 Certificates
                     at Various Assumed Prices and Mortgage
                      Loan Default Rates and Assuming LIBOR
                         Increases 3% and No Extensions*

                             40% Annual Default Rate
                             -----------------------
Price (%)     0%     5%      10%     15%     18%
- ---------     --     --      ---     ---     ---
             3.34    3.13    2.95    2.77    2.66  Weighted Average Life (years)
            11/96   11/96   11/96   11/96   11/96  First Principal Payment Date
            06/00   03/00   01/00   10/99   09/99  Last Principal Payment Date

97-16/32... 8.835   8.876   8.916   8.961   8.993  Yield to Maturity (%)
             2.80    2.65    2.51    2.38    2.29  Duration
98......... 8.654   8.684   8.714   8.748   8.771  Yield to Maturity (%)
             2.81    2.65    2.52    2.38    2.29  Duration
98-16/32... 8.474   8.494   8.514   8.536   8.551  Yield to Maturity (%)
             2.81    2.66    2.52    2.39    2.30  Duration
99......... 8.295   8.305   8.314   8.325   8.332  Yield to Maturity (%)
             2.82    2.66    2.53    2.39    2.30  Duration
99-16/32... 8.118   8.117   8.116   8.115   8.115  Yield to Maturity (%)
             2.82    2.67    2.53    2.39    2.31  Duration
100........ 7.941   7.930   7.919   7.907   7.899  Yield to Maturity (%)
             2.82    2.67    2.53    2.40    2.31  Duration
100-16/32.. 7.766   7.745   7.724   7.701   7.684  Yield to Maturity (%)
             2.83    2.67    2.54    2.40    2.31  Duration
101........ 7.591   7.560   7.529   7.495   7.471  Yield to Maturity (%)
             2.83    2.68    2.54    2.40    2.32  Duration
101-16/32.. 7.418   7.377   7.336   7.291   7.260  Yield to Maturity (%)
             2.84    2.68    2.55    2.41    2.32  Duration
102........ 7.246   7.195   7.144   7.088   7.049  Yield to Maturity (%)
             2.84    2.68    2.55    2.41    2.32  Duration
102-16/32.. 7.075   7.014   6.954   6.887   6.840  Yield to Maturity (%)
             2.84    2.69    2.55    2.41    2.32  Duration
103........ 6.905   6.834   6.764   6.686   6.632  Yield to Maturity (%)
             2.85    2.69    2.55    2.42    2.33  Duration
103-16/32.. 6.736   6.655   6.576   6.487   6.425  Yield to Maturity (%)
             2.85    2.69    2.56    2.42    2.33  Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.


<PAGE>

                                     Table 6

              Weighted Average Life, First Principal Payment Date,
                     Last Principal Payment Date, Yield and
                      Duration of Class E-1 Certificates at
                    Various Assumed Prices and Mortgage Loan
                   Default Rates and Assuming Unchanged LIBOR
                         and 3-Year Balloon Extensions*

                             10% Annual Default Rate
                             -----------------------
Price (%)     0%     5%      10%     15%     18%
- ---------     --     --      ---     ---     ---

             7.82    5.93    5.35    4.80    4.44  Weighted Average Life (years)
            11/96   11/96   11/96   11/96   11/96  First Principal Payment Date
            03/08   03/04   03/03   07/02   01/02  Last Principal Payment Date

97-16/32... 8.504   8.578   8.613   8.655   8.688  Yield to Maturity (%)
             5.27    4.40    4.09    3.76    3.54  Duration
98......... 8.408   8.463   8.489   8.520   8.545  Yield to Maturity (%)
             5.29    4.41    4.10    3.77    3.54  Duration
98-16/32... 8.312   8.348   8.365   8.386   8.402  Yield to Maturity (%)
             5.30    4.42    4.10    3.78    3.55  Duration
99......... 8.217   8.235   8.243   8.253   8.261  Yield to Maturity (%)
             5.31    4.43    4.11    3.78    3.56  Duration
99-16/32... 8.123   8.122   8.121   8.121   8.120  Yield to Maturity (%)
             5.33    4.44    4.12    3.79    3.56  Duration
100........ 8.030   8.010   8.000   7.989   7.980  Yield to Maturity (%)
             5.34    4.45    4.13    3.80    3.57  Duration
100-16/32.. 7.937   7.898   7.881   7.859   7.841  Yield to Maturity (%)
             5.36    4.46    4.13    3.80    3.57  Duration
101........ 7.845   7.788   7.761   7.729   7.704  Yield to Maturity (%)
             5.37    4.47    4.14    3.81    3.58  Duration
101-16/32.. 7.754   7.678   7.643   7.601   7.567  Yield to Maturity (%)
             5.38    4.48    4.15    3.82    3.58  Duration
102........ 7.663   7.569   7.525   7.473   7.430  Yield to Maturity (%)
             5.40    4.48    4.16    3.82    3.59  Duration
102-16/32.. 7.573   7.461   7.409   7.346   7.295  Yield to Maturity (%)
             5.41    4.49    4.16    3.83    3.60  Duration
103........ 7.484   7.353   7.293   7.220   7.161  Yield to Maturity (%)
             5.43    4.50    4.17    3.84    3.60  Duration
103-16/32.. 7.396   7.247   7.177   7.094   7.027  Yield to Maturity (%)
             5.44    4.51    4.18    3.84    3.61  Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.


<PAGE>

                                 Table 6 (cont.)

              Weighted Average Life, First Principal Payment Date,
                     Last Principal Payment Date, Yield and
                      Duration of Class E-1 Certificates at
                    Various Assumed Prices and Mortgage Loan
                   Default Rates and Assuming Unchanged LIBOR
                         and 3-Year Balloon Extensions*

                             20% Annual Default Rate
                             -----------------------
Price (%)     0%     5%      10%     15%     18%
- ---------     --     --      ---     ---     ---
             5.48    4.89    4.38    3.94    3.70  Weighted Average Life (years)
            11/96   11/96   11/96   11/96   11/96  First Principal Payment Date
            07/03   08/02   12/01   05/01   02/01  Last Principal Payment Date

97-16/32... 8.606   8.648   8.695   8.746   8.779  Yield to Maturity (%)
             4.14    3.81    3.50    3.21    3.04  Duration
98......... 8.484   8.515   8.550   8.588   8.612  Yield to Maturity (%)
             4.15    3.82    3.50    3.21    3.05  Duration
98-16/32... 8.362   8.383   8.406   8.430   8.447  Yield to Maturity (%)
             4.16    3.82    3.51    3.22    3.05  Duration
99......... 8.241   8.251   8.262   8.274   8.282  Yield to Maturity (%)
             4.17    3.83    3.51    3.22    3.06  Duration
99-16/32... 8.121   8.121   8.120   8.119   8.118  Yield to Maturity (%)
             4.18    3.84    3.52    3.23    3.06  Duration
100........ 8.002   7.991   7.979   7.965   7.956  Yield to Maturity (%)
             4.19    3.84    3.53    3.23    3.07  Duration
100-16/32.. 7.884   7.862   7.838   7.812   7.795  Yield to Maturity (%)
             4.19    3.85    3.53    3.24    3.07  Duration
101........ 7.767   7.734   7.699   7.660   7.634  Yield to Maturity (%)
             4.20    3.86    3.54    3.24    3.08  Duration
101-16/32.. 7.650   7.607   7.560   7.509   7.475  Yield to Maturity (%)
             4.21    3.87    3.54    3.25    3.08  Duration
102........ 7.534   7.481   7.422   7.358   7.317  Yield to Maturity (%)
             4.22    3.87    3.55    3.25    3.09  Duration
102-16/32.. 7.419   7.356   7.285   7.209   7.159  Yield to Maturity (%)
             4.23    3.88    3.55    3.26    3.09  Duration
103........ 7.305   7.231   7.149   7.061   7.003  Yield to Maturity (%)
             4.23    3.89    3.56    3.26    3.10  Duration
103-16/32.. 7.191   7.107   7.014   6.914   6.848  Yield to Maturity (%)
             4.24    3.89    3.57    3.27    3.10  Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.


<PAGE>

                                 Table 6 (cont.)

              Weighted Average Life, First Principal Payment Date,
                     Last Principal Payment Date, Yield and
                      Duration of Class E-1 Certificates at
                    Various Assumed Prices and Mortgage Loan
                   Default Rates and Assuming Unchanged LIBOR
                         and 3-Year Balloon Extensions*

                             30% Annual Default Rate
                             -----------------------
Price (%)     0%     5%      10%     15%     18%
- ---------     --     --      ---     ---     ---
             4.76    3.97    3.63    3.32    3.14  Weighted Average Life (years)
            11/96   11/96   11/96   11/96   11/96  First Principal Payment Date
            09/02   06/01   01/01   08/00   05/00  Last Principal Payment Date

97-16/32... 8.654   8.744   8.791   8.842   8.877  Yield to Maturity (%)
             3.77    3.22    2.99    2.77    2.65  Duration
98......... 8.519   8.586   8.621   8.659   8.685  Yield to Maturity (%)
             3.77    3.22    2.99    2.78    2.65  Duration
98-16/32... 8.386   8.429   8.452   8.477   8.494  Yield to Maturity (%)
             3.78    3.23    3.00    2.78    2.65  Duration
99......... 8.253   8.274   8.285   8.297   8.305  Yield to Maturity (%)
             3.79    3.23    3.00    2.79    2.66  Duration
99-16/32... 8.121   8.119   8.118   8.117   8.117  Yield to Maturity (%)
             3.79    3.24    3.01    2.79    2.66  Duration
100........ 7.989   7.965   7.953   7.939   7.930  Yield to Maturity (%)
             3.80    3.25    3.01    2.80    2.67  Duration
100-16/32.. 7.859   7.813   7.789   7.762   7.744  Yield to Maturity (%)
             3.81    3.25    3.02    2.80    2.67  Duration
101........ 7.730   7.661   7.625   7.586   7.560  Yield to Maturity (%)
             3.81    3.26    3.02    2.81    2.68  Duration
101-16/32.. 7.601   7.511   7.463   7.411   7.377  Yield to Maturity (%)
             3.82    3.26    3.03    2.81    2.68  Duration
102........ 7.474   7.361   7.302   7.238   7.195  Yield to Maturity (%)
             3.83    3.27    3.03    2.81    2.68  Duration
102-16/32.. 7.347   7.213   7.142   7.065   7.014  Yield to Maturity (%)
             3.83    3.27    3.04    2.82    2.69  Duration
103........ 7.221   7.065   6.983   6.894   6.834  Yield to Maturity (%)
             3.84    3.28    3.04    2.82    2.69  Duration
103-16/32.. 7.095   6.918   6.825   6.723   6.655  Yield to Maturity (%)
             3.85    3.28    3.05    2.83    2.70  Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.



<PAGE>

                                 Table 6 (cont.)

              Weighted Average Life, First Principal Payment Date,
                     Last Principal Payment Date, Yield and
                      Duration of Class E-1 Certificates at
                    Various Assumed Prices and Mortgage Loan
                   Default Rates and Assuming Unchanged LIBOR
                         and 3-Year Balloon Extensions*

                             40% Annual Default Rate
                             -----------------------
Price (%)     0%     5%      10%     15%     18%
- ---------     --     --      ---     ---     ---
             4.26    3.31    3.06    2.84    2.71  Weighted Average Life (years)
            11/96   11/96   11/96   11/96   11/96  First Principal Payment Date
            03/02   08/00   04/00   01/00   11/99  Last Principal Payment Date

97-16/32... 8.700   8.844   8.895   8.947   8.980  Yield to Maturity (%)
             3.47    2.77    2.58    2.42    2.32  Duration
98......... 8.553   8.661   8.699   8.737   8.762  Yield to Maturity (%)
             3.47    2.77    2.59    2.42    2.33  Duration
98-16/32... 8.408   8.478   8.503   8.529   8.545  Yield to Maturity (%)
             3.48    2.77    2.59    2.43    2.33  Duration
99......... 8.263   8.297   8.309   8.321   8.329  Yield to Maturity (%)
             3.48    2.78    2.59    2.43    2.34  Duration
99-16/32... 8.120   8.117   8.117   8.116   8.115  Yield to Maturity (%)
             3.49    2.78    2.60    2.43    2.34  Duration
100........ 7.977   7.939   7.925   7.911   7.902  Yield to Maturity (%)
             3.50    2.79    2.60    2.44    2.34  Duration
100-16/32.. 7.836   7.761   7.735   7.708   7.691  Yield to Maturity (%)
             3.50    2.79    2.61    2.44    2.35  Duration
101........ 7.695   7.585   7.546   7.507   7.481  Yield to Maturity (%)
             3.51    2.80    2.61    2.45    2.35  Duration
101-16/32.. 7.555   7.409   7.358   7.306   7.273  Yield to Maturity (%)
             3.51    2.80    2.62    2.45    2.36  Duration
102........ 7.416   7.235   7.172   7.107   7.066  Yield to Maturity (%)
             3.52    2.81    2.62    2.45    2.36  Duration
102-16/32.. 7.278   7.062   6.986   6.909   6.860  Yield to Maturity (%)
             3.52    2.81    2.62    2.46    2.36  Duration
103........ 7.141   6.890   6.802   6.713   6.655  Yield to Maturity (%)
             3.53    2.82    2.63    2.46    2.37  Duration
103-16/32.. 7.005   6.720   6.619   6.517   6.452  Yield to Maturity (%)
             3.54    2.82    2.63    2.47    2.37  Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.

<PAGE>

                                     Table 7

              Weighted Average Life, First Principal Payment Date,
                     Last Principal Payment Date, Yield and
                  Duration of Class E-1 Certificates at Various
                 Assumed Prices and Mortgage Loan Default Rates
                   and Assuming LIBOR Decreases 1% and 3-Year
                               Balloon Extensions*

                             10% Annual Default Rate
                             -----------------------
Price (%)     0%     5%      10%     15%     18%
- ---------     --     --      ---     ---     ---
             7.13    5.67    5.18    4.67    4.34  Weighted Average Life (years)
            11/96   11/96   11/96   11/96   11/96  First Principal Payment Date
            09/07   02/04   02/03   06/02   12/01  Last Principal Payment Date

97-16/32... 8.532   8.597   8.628   8.668   8.701  Yield to Maturity (%)
             4.90    4.23    3.96    3.67    3.46  Duration
98......... 8.429   8.477   8.500   8.530   8.554  Yield to Maturity (%)
             4.91    4.23    3.97    3.68    3.46  Duration
98-16/32... 8.326   8.357   8.373   8.392   8.408  Yield to Maturity (%)
             4.92    4.24    3.98    3.68    3.47  Duration
99......... 8.224   8.239   8.246   8.256   8.264  Yield to Maturity (%)
             4.94    4.25    3.99    3.69    3.48  Duration
99-16/32... 8.123   8.122   8.121   8.120   8.120  Yield to Maturity (%)
             4.95    4.26    4.00    3.70    3.48  Duration
100........ 8.022   8.005   7.997   7.986   7.977  Yield to Maturity (%)
             4.97    4.27    4.00    3.70    3.49  Duration
100-16/32.. 7.923   7.889   7.873   7.852   7.835  Yield to Maturity (%)
             4.98    4.28    4.01    3.71    3.50  Duration
101........ 7.824   7.774   7.750   7.719   7.694  Yield to Maturity (%)
             4.99    4.29    4.02    3.72    3.50  Duration
101-16/32.. 7.726   7.660   7.628   7.587   7.554  Yield to Maturity (%)
             5.01    4.30    4.03    3.72    3.51  Duration
102........ 7.628   7.546   7.507   7.456   7.415  Yield to Maturity (%)
             5.02    4.31    4.03    3.73    3.51  Duration
102-16/32.. 7.532   7.434   7.387   7.326   7.277  Yield to Maturity (%)
             5.04    4.32    4.04    3.74    3.52  Duration
103........ 7.436   7.322   7.267   7.197   7.139  Yield to Maturity (%)
             5.05    4.33    4.05    3.74    3.52  Duration
103-16/32.. 7.340   7.211   7.148   7.068   7.003  Yield to Maturity (%)
             5.06    4.34    4.06    3.75    3.53  Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.


<PAGE>

                                 Table 7 (cont.)

              Weighted Average Life, First Principal Payment Date,
                     Last Principal Payment Date, Yield and
                  Duration of Class E-1 Certificates at Various
                 Assumed Prices and Mortgage Loan Default Rates
                   and Assuming LIBOR Decreases 1% and 3-Year
                               Balloon Extensions*

                             20% Annual Default Rate
                             -----------------------
Price (%)     0%     5%      10%     15%     18%
- ---------     --     --      ---     ---     ---
             5.25    4.73    4.26    3.86    3.63  Weighted Average Life (years)
            11/96   11/96   11/96   11/96   11/96  First Principal Payment Date
            07/03   08/02   12/01   05/01   01/01  Last Principal Payment Date

97-16/32... 8.625   8.665   8.710   8.759   8.792  Yield to Maturity (%)
             3.98    3.69    3.41    3.14    2.98  Duration
98......... 8.498   8.527   8.561   8.597   8.622  Yield to Maturity (%)
             3.99    3.70    3.41    3.15    2.99  Duration
98-16/32... 8.371   8.391   8.413   8.437   8.453  Yield to Maturity (%)
             4.00    3.71    3.42    3.15    3.00  Duration
99......... 8.246   8.255   8.266   8.277   8.285  Yield to Maturity (%)
             4.01    3.71    3.43    3.16    3.00  Duration
99-16/32... 8.121   8.120   8.120   8.119   8.118  Yield to Maturity (%)
             4.02    3.72    3.43    3.16    3.01  Duration
100........ 7.997   7.987   7.975   7.961   7.953  Yield to Maturity (%)
             4.03    3.73    3.44    3.17    3.01  Duration
100-16/32.. 7.874   7.854   7.831   7.805   7.788  Yield to Maturity (%)
             4.03    3.74    3.44    3.17    3.02  Duration
101........ 7.752   7.722   7.688   7.650   7.625  Yield to Maturity (%)
             4.04    3.74    3.45    3.18    3.02  Duration
101-16/32.. 7.631   7.591   7.545   7.496   7.462  Yield to Maturity (%)
             4.05    3.75    3.46    3.18    3.03  Duration
102........ 7.510   7.461   7.404   7.342   7.301  Yield to Maturity (%)
             4.06    3.76    3.46    3.19    3.03  Duration
102-16/32.. 7.391   7.332   7.264   7.190   7.141  Yield to Maturity (%)
             4.07    3.76    3.47    3.19    3.04  Duration
103........ 7.272   7.203   7.125   7.039   6.982  Yield to Maturity (%)
             4.08    3.77    3.47    3.20    3.04  Duration
103-16/32.. 7.154   7.076   6.986   6.889   6.824  Yield to Maturity (%)
             4.08    3.78    3.48    3.20    3.04  Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.


<PAGE>

                                 Table 7 (cont.)

              Weighted Average Life, First Principal Payment Date,
                     Last Principal Payment Date, Yield and
                  Duration of Class E-1 Certificates at Various
                 Assumed Prices and Mortgage Loan Default Rates
                   and Assuming LIBOR Decreases 1% and 3-Year
                               Balloon Extensions*

                             30% Annual Default Rate
                             -----------------------
Price (%)     0%     5%      10%     15%     18%
- ---------     --     --      ---     ---     ---
             4.59    3.86    3.54    3.26    3.09  Weighted Average Life (years)
            11/96   11/96   11/96   11/96   11/96  First Principal Payment Date
            07/02   05/01   12/00   08/00   05/00  Last Principal Payment Date

97-16/32... 8.673   8.760   8.806   8.856   8.890  Yield to Maturity (%)
             3.63    3.14    2.92    2.72    2.60  Duration
98......... 8.534   8.598   8.632   8.669   8.694  Yield to Maturity (%)
             3.64    3.14    2.93    2.73    2.61  Duration
98-16/32... 8.395   8.437   8.460   8.484   8.501  Yield to Maturity (%)
             3.65    3.15    2.93    2.73    2.61  Duration
99......... 8.257   8.277   8.288   8.300   8.308  Yield to Maturity (%)
             3.65    3.15    2.94    2.74    2.61  Duration
99-16/32... 8.120   8.119   8.118   8.117   8.117  Yield to Maturity (%)
             3.66    3.16    2.94    2.74    2.62  Duration
100........ 7.984   7.961   7.949   7.936   7.927  Yield to Maturity (%)
             3.67    3.17    2.95    2.74    2.62  Duration
100-16/32.. 7.849   7.805   7.781   7.755   7.738  Yield to Maturity (%)
             3.68    3.17    2.95    2.75    2.63  Duration
101........ 7.715   7.649   7.614   7.576   7.550  Yield to Maturity (%)
             3.68    3.18    2.96    2.75    2.63  Duration
101-16/32.. 7.582   7.495   7.449   7.398   7.364  Yield to Maturity (%)
             3.69    3.18    2.96    2.76    2.64  Duration
102........ 7.450   7.342   7.284   7.221   7.179  Yield to Maturity (%)
             3.70    3.19    2.97    2.76    2.64  Duration
102-16/32.. 7.319   7.189   7.120   7.045   6.995  Yield to Maturity (%)
             3.70    3.19    2.97    2.77    2.64  Duration
103........ 7.188   7.038   6.958   6.871   6.812  Yield to Maturity (%)
             3.71    3.20    2.98    2.77    2.65  Duration
103-16/32.. 7.059   6.888   6.797   6.697   6.631  Yield to Maturity (%)
             3.72    3.20    2.98    2.78    2.65  Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.



<PAGE>

                                 Table 7 (cont.)

              Weighted Average Life, First Principal Payment Date,
                     Last Principal Payment Date, Yield and
                  Duration of Class E-1 Certificates at Various
                 Assumed Prices and Mortgage Loan Default Rates
                   and Assuming LIBOR Decreases 1% and 3-Year
                               Balloon Extensions*

                        40% Annual Default Rate
Price (%)     0%     5%      10%     15%     18%
- ---------     --     --      ---     ---     ---
             4.12    3.24    3.00    3.79    2.67  Weighted Average Life (years)
            11/96   11/96   11/96   11/96   11/96  First Principal Payment Date
            01/02   08/00   04/00   01/00   11/99  Last Principal Payment Date

97-16/32... 8.719   8.860   8.910   8.961   8.993  Yield to Maturity (%)
             3.35    2.71    2.53    2.38    2.29  Duration
98......... 8.568   8.673   8.710   8.748   8.771  Yield to Maturity (%)
             3.36    2.71    2.54    2.38    2.29  Duration
98-16/32... 8.417   8.486   8.511   8.535   8.551  Yield to Maturity (%)
             3.36    2.71    2.54    2.39    2.30  Duration
99......... 8.268   8.301   8.313   8.325   8.332  Yield to Maturity (%)
             3.37    2.72    2.55    2.39    2.30  Duration
99-16/32... 8.120   8.117   8.116   8.115   8.115  Yield to Maturity (%)
             3.38    2.72    2.55    2.39    2.30  Duration
100........ 7.972   7.934   7.921   7.908   7.899  Yield to Maturity (%)
             3.38    2.73    2.55    2.40    2.31  Duration
100-16/32.. 7.826   7.753   7.727   7.701   7.684  Yield to Maturity (%)
             3.39    2.73    2.56    2.40    2.31  Duration
101........ 7.680   7.573   7.535   7.496   7.471  Yield to Maturity (%)
             3.39    2.74    2.56    2.41    2.32  Duration
101-16/32.. 7.536   7.394   7.343   7.292   7.260  Yield to Maturity (%)
             3.40    2.74    2.57    2.41    2.32  Duration
102........ 7.392   7.216   7.153   7.090   7.049  Yield to Maturity (%)
             3.41    2.75    2.57    2.41    2.32  Duration
102-16/32.. 7.250   7.039   6.965   6.889   6.840  Yield to Maturity (%)
             3.41    2.75    2.58    2.42    2.33  Duration
103........ 7.108   6.863   6.777   6.689   6.633  Yield to Maturity (%)
             3.42    2.76    2.58    2.42    2.33  Duration
103-16/32.. 6.967   6.689   6.591   6.490   6.427  Yield to Maturity (%)
             3.42    2.76    2.58    2.43    2.34  Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.


<PAGE>

                                     Table 8

              Weighted Average Life, First Principal Payment Date,
                     Last Principal Payment Date, Yield and
                  Duration of Class E-1 Certificates at Various
                 Assumed Prices and Mortgage Loan Default Rates
                   and Assuming LIBOR Increases 1% and 3-Year
                               Balloon Extensions*

                             10% Annual Default Rate
                             -----------------------
Price (%)     0%     5%      10%     15%     18%
- ---------     --     --      ---     ---     ---
             8.58    6.21    5.53    4.93    4.55  Weighted Average Life (years)
            11/96   11/96   11/96   11/96   11/96  First Principal Payment Date
            10/08   06/04   04/03   07/02    01/2  Last Principal Payment Date

97-16/32... 8.477   8.560   8.598   8.642   8.676  Yield to Maturity (%)
             5.67    4.59    4.22    3.86    3.62  Duration
98......... 8.388   8.449   8.478   8.510   8.536  Yield to Maturity (%)
             5.69    4.60    4.22    3.87    3.62  Duration
98-16/32... 8.299   8.340   8.358   8.380   8.396  Yield to Maturity (%)
             5.70    4.61    4.23    3.87    3.63  Duration
99......... 8.211   8.230   8.240   8.250   8.258  Yield to Maturity (%)
             5.72    4.62    4.24    3.88    3.63  Duration
99-16/32... 8.124   8.122   8.122   8.121   8.120  Yield to Maturity (%)
             5.73    4.62    4.25    3.89    3.64  Duration
100........ 8.037   8.015   8.004   7.993   7.983  Yield to Maturity (%)
             5.75    4.63    4.25    3.89    3.65  Duration
100-16/32.. 7.951   7.908   7.888   7.865   7.848  Yield to Maturity (%)
             5.76    4.64    4.26    3.90    3.65  Duration
101........ 7.865   7.802   7.772   7.739   7.713  Yield to Maturity (%)
             5.77    4.65    4.27    3.90    3.66  Duration
101-16/32.. 7.780   7.696   7.657   7.613   7.579  Yield to Maturity (%)
             5.79    4.66    4.28    3.91    3.66  Duration
102........ 7.696   7.591   7.543   7.489   7.445  Yield to Maturity (%)
             5.80    4.67    4.28    3.92    3.67  Duration
102-16/32.. 7.612   7.487   7.430   7.365   7.313  Yield to Maturity (%)
             5.82    4.68    4.29    3.92    3.67  Duration
103........ 7.529   7.384   7.317   7.242   7.181  Yield to Maturity (%)
             5.83    4.68    4.30    3.93    3.68  Duration
103-16/32.. 7.447   7.281   7.205   7.119   7.051  Yield to Maturity (%)
             5.84    4.69    4.30    3.93    3.68  Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.


<PAGE>

                                 Table 8 (cont.)

              Weighted Average Life, First Principal Payment Date,
                     Last Principal Payment Date, Yield and
                  Duration of Class E-1 Certificates at Various
                 Assumed Prices and Mortgage Loan Default Rates
                   and Assuming LIBOR Increases 1% and 3-Year
                               Balloon Extensions*

                             20% Annual Default Rate
                             -----------------------
Price (%)     0%     5%      10%     15%     18%
- ---------     --     --      ---     ---     ---
             5.71    5.06    4.50    4.03    3.78  Weighted Average Life (years)
            11/96   11/96   11/96   11/96   11/96  First Principal Payment Date
            08/03   09/02   01/02   06/01   02/01  Last Principal Payment Date

97-16/32... 8.588   8.632   8.681   8.733   8.767  Yield to Maturity (%)
             4.31    3.93    3.59    3.28    3.10  Duration
98......... 8.470   8.503   8.539   8.578   8.603  Yield to Maturity (%)
             4.32    3.94    3.59    3.28    3.11  Duration
98-16/32... 8.353   8.375   8.399   8.424   8.441  Yield to Maturity (%)
             4.32    3.94    3.60    3.29    3.11  Duration
99......... 8.237   8.248   8.259   8.271   8.279  Yield to Maturity (%)
             4.33    3.95    3.60    3.29    3.12  Duration
99-16/32... 8.122   8.121   8.120   8.119   8.119  Yield to Maturity (%)
             4.34    3.96    3.61    3.30    3.12  Duration
100........ 8.007   7.995   7.982   7.968   7.959  Yield to Maturity (%)
             4.35    3.96    3.62    3.30    3.13  Duration
100-16/32.. 7.893   7.870   7.845   7.818   7.801  Yield to Maturity (%)
             4.36    3.97    3.62    3.31    3.13  Duration
101........ 7.780   7.746   7.709   7.669   7.644  Yield to Maturity (%)
             4.36    3.98    3.63    3.31    3.14  Duration
101-16/32.. 7.668   7.623   7.574   7.521   7.487  Yield to Maturity (%)
             4.37    3.98    3.63    3.32    3.14  Duration
102........ 7.556   7.500   7.440   7.374   7.332  Yield to Maturity (%)
             4.38    3.99    3.64    3.32    3.15  Duration
102-16/32.. 7.445   7.379   7.306   7.228   7.177  Yield to Maturity (%)
             4.39    4.00    3.64    3.33    3.15  Duration
103........ 7.335   7.258   7.174   7.083   7.024  Yield to Maturity (%)
             4.39    4.00    3.65    3.33    3.15  Duration
103-16/32.. 7.226   7.138   7.042   6.938   6.872  Yield to Maturity (%)
             4.40    4.01    3.65    3.34    3.16  Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.


<PAGE>

                                 Table 8 (cont.)

              Weighted Average Life, First Principal Payment Date,
                     Last Principal Payment Date, Yield and
                 Duration of Class E-1 Certificates at Various
                 Assumed Prices and Mortgage Loan Default Rates
                   and Assuming LIBOR Increases 1% and 3-Year
                              Balloon Extensions*

                 30% Annual Default Rate
Price (%)     0%     5%      10%     15%     18%
- ---------     --     --      ---     ---     ---
             4.93    4.07    3.71    3.39    3.20  Weighted Average Life (years)
            11/96   11/96   11/96   11/96   11/96  First Principal Payment Date
            09/02   06/01   01/01   08/00   06/00  Last Principal Payment Date

97-16/32... 8.636   8.729   8.777   8.829   8.864  Yield to Maturity (%)
             3.90    3.30    3.05    2.83    2.69  Duration
98......... 8.506   8.575   8.611   8.650   8.675  Yield to Maturity (%)
             3.91    3.31    3.06    2.83    2.70  Duration
98-16/32... 8.377   8.422   8.446   8.471   8.488  Yield to Maturity (%)
             3.91    3.31    3.06    2.84    2.70  Duration
99......... 8.248   8.270   8.282   8.294   8.302  Yield to Maturity (%)
             3.92    3.32    3.07    2.84    2.70  Duration
99-16/32... 8.121   8.119   8.119   8.118   8.117  Yield to Maturity (%)
             3.93    3.32    3.07    2.84    2.71  Duration
100........ 7.994   7.969   7.957   7.943   7.933  Yield to Maturity (%)
             3.93    3.33    3.08    2.85    2.71  Duration
100-16/32.. 7.868   7.821   7.796   7.769   7.751  Yield to Maturity (%)
             3.94    3.33    3.08    2.85    2.72  Duration
101........ 7.743   7.673   7.636   7.596   7.569  Yield to Maturity (%)
             3.95    3.34    3.09    2.86    2.72  Duration
101-16/32.. 7.619   7.526   7.477   7.424   7.389  Yield to Maturity (%)
             3.95    3.34    3.09    2.86    2.73  Duration
102........ 7.496   7.380   7.319   7.254   7.210  Yield to Maturity (%)
             3.96    3.35    3.10    2.87    2.73  Duration
102-16/32.. 7.373   7.235   7.163   7.084   7.032  Yield to Maturity (%)
             3.97    3.35    3.10    2.87    2.73  Duration
103........ 7.251   7.090   7.007   6.916   6.856  Yield to Maturity (%)
             3.97    3.36    3.11    2.87    2.74  Duration
103-16/32.. 7.130   6.947   6.852   6.749   6.680  Yield to Maturity (%)
             3.98    3.36    3.11    2.88    2.74  Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.



<PAGE>

                                 Table 8 (cont.)

              Weighted Average Life, First Principal Payment Date,
                     Last Principal Payment Date, Yield and
                 Duration of Class E-1 Certificates at Various
                 Assumed Prices and Mortgage Loan Default Rates
                   and Assuming LIBOR Increases 1% and 3-Year
                              Balloon Extensions*

                         40% Annual Default Rate
Price (%)    0%     5%      10%     15%      18%
- ---------    --     --      ---     ---      ---
            4.41    3.39    3.12    2.89     2.76  Weighted Average Life (years)
           11/96   11/96   11/96   11/96    11/96  First Principal Payment Date
           05/02   09/00   04/00   01/00    11/99  Last Principal Payment Date

97-16/32...8.681   8.829   8.881   8.933    8.967  Yield to Maturity (%)
            3.59    2.83    2.63    2.46     2.36  Duration
98.........8.539   8.649   8.688   8.727    8.752  Yield to Maturity (%)
            3.59    2.83    2.64    2.46     2.36  Duration
98-16/32...8.399   8.471   8.496   8.522    8.538  Yield to Maturity (%)
            3.60    2.84    2.64    2.47     2.37  Duration
99.........8.259   8.294   8.306   8.318    8.326  Yield to Maturity (%)
            3.60    2.84    2.64    2.47     2.37  Duration
99-16/32...8.120   8.118   8.117   8.116    8.115  Yield to Maturity (%)
            3.61    2.85    2.65    2.48     2.38  Duration
100........7.982   7.943   7.929   7.915    7.906  Yield to Maturity (%)
            3.61    2.85    2.65    2.48     2.38  Duration
100-16/32..7.845   7.769   7.742   7.715    7.698  Yield to Maturity (%)
            3.62    2.86    2.66    2.48     2.38  Duration
101........7.709   7.597   7.557   7.517    7.491  Yield to Maturity (%)
            3.63    2.86    2.66    2.49     2.39  Duration
101-16/32..7.574   7.425   7.372   7.320    7.286  Yield to Maturity (%)
            3.63    2.86    2.66    2.49     2.39  Duration
102........7.440   7.255   7.189   7.124    7.081  Yield to Maturity (%)
            3.64    2.87    2.67    2.49     2.39  Duration
102-16/32..7.306   7.085   7.007   6.929    6.879  Yield to Maturity (%)
            3.64    2.87    2.67    2.50     2.40  Duration
103........7.173   6.917   6.826   6.736    6.677  Yield to Maturity (%)
            3.65    2.88    2.68    2.50     2.40  Duration
103-16/32..7.042   6.750   6.647   6.544    6.477  Yield to Maturity (%)
            3.65    2.88    2.68    2.51     2.40  Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.


<PAGE>

                                     Table 9

              Weighted Average Life, First Principal Payment Date,
                     Last Principal Payment Date, Yield and
                  Duration of Class E-1 Certificates at Various
                 Assumed Prices and Mortgage Loan Default Rates
                   and Assuming LIBOR Increases 2% and 3-Year
                               Balloon Extensions*

                             10% Annual Default Rate
                             -----------------------
Price (%)     0%     5%      10%     15%     18%
- ---------     --     --      ---     ---     ---

             9.42    6.52    5.72    5.07    4.65  Weighted Average Life (years)
            11/96   11/96   11/96   11/96   11/96  First Principal Payment Date
            05/09   10/04   05/03   08/02   02/02  Last Principal Payment Date

97-16/32... 8.453   8.542   8.584   8.629   8.665  Yield to Maturity (%)
             6.11    4.79    4.35    3.96    3.70  Duration
98......... 8.370   8.436   8.468   8.501   8.527  Yield to Maturity (%)
             6.12    4.80    4.35    3.96    3.70  Duration
98-16/32... 8.287   8.331   8.352   8.374   8.391  Yield to Maturity (%)
             6.13    4.81    4.36    3.97    3.71  Duration
99......... 8.205   8.226   8.236   8.247   8.255  Yield to Maturity (%)
             6.15    4.82    4.37    3.97    3.71  Duration
99-16/32... 8.124   8.122   8.122   8.121   8.120  Yield to Maturity (%)
             6.16    4.82    4.37    3.98    3.72  Duration
100........ 8.043   8.019   8.008   7.996   7.987  Yield to Maturity (%)
             6.18    4.83    4.38    3.99    3.72  Duration
100-16/32.. 7.963   7.917   7.895   7.872   7.854  Yield to Maturity (%)
             6.19    4.84    4.39    3.99    3.73  Duration
101........ 7.884   7.815   7.783   7.748   7.722  Yield to Maturity (%)
             6.21    4.85    4.40    4.00    3.74  Duration
101-16/32.. 7.805   7.714   7.671   7.626   7.590  Yield to Maturity (%)
             6.22    4.86    4.40    4.00    3.74  Duration
102........ 7.726   7.613   7.560   7.504   7.460  Yield to Maturity (%)
             6.23    4.87    4.41    4.01    3.75  Duration
102-16/32.. 7.648   7.514   7.450   7.383   7.330  Yield to Maturity (%)
             6.25    4.87    4.42    4.02    3.75  Duration
103........ 7.571   7.415   7.341   7.262   7.201  Yield to Maturity (%)
             6.26    4.88    4.42    4.02    3.76  Duration
103-16/32.. 7.494   7.316   7.232   7.143   7.073  Yield to Maturity (%)
             6.28    4.89    4.43    4.03    3.76  Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.


<PAGE>

                                 Table 9 (cont.)

              Weighted Average Life, First Principal Payment Date,
                     Last Principal Payment Date, Yield and
                  Duration of Class E-1 Certificates at Various
                 Assumed Prices and Mortgage Loan Default Rates
                   and Assuming LIBOR Increases 2% and 3-Year
                               Balloon Extensions*

                             20% Annual Default Rate
                             -----------------------
Price (%)     0%     5%      10%     15%     18%
- ---------     --     --      ---     ---     ---
             5.95    5.22    4.63    4.12    3.85  Weighted Average Life (years)
            11/96   11/96   11/96   11/96   11/96  First Principal Payment Date
            09/03   09/02   01/02   06/01   02/01  Last Principal Payment Date

97-16/32... 8.571   8.618   8.667   8.721   8.755  Yield to Maturity (%)
             4.48    4.05    3.68    3.35    3.16  Duration
98......... 8.457   8.492   8.529   8.569   8.594  Yield to Maturity (%)
             4.49    4.06    3.68    3.35    3.17  Duration
98-16/32... 8.345   8.368   8.392   8.418   8.435  Yield to Maturity (%)
             4.50    4.06    3.69    3.36    3.17  Duration
99......... 8.233   8.244   8.256   8.268   8.276  Yield to Maturity (%)
             4.50    4.07    3.69    3.36    3.18  Duration
99-16/32... 8.122   8.121   8.120   8.119   8.119  Yield to Maturity (%)
             4.51    4.08    3.70    3.37    3.18  Duration
100........ 8.012   7.999   7.986   7.972   7.962  Yield to Maturity (%)
             4.52    4.08    3.71    3.37    3.19  Duration
100-16/32.. 7.902   7.878   7.852   7.825   7.807  Yield to Maturity (%)
             4.53    4.09    3.71    3.38    3.19  Duration
101........ 7.793   7.757   7.719   7.679   7.653  Yield to Maturity (%)
             4.53    4.10    3.72    3.38    3.19  Duration
101-16/32.. 7.685   7.638   7.588   7.534   7.499  Yield to Maturity (%)
             4.54    4.10    3.72    3.38    3.20  Duration
102........ 7.578   7.519   7.456   7.389   7.347  Yield to Maturity (%)
             4.55    4.11    3.73    3.39    3.20  Duration
102-16/32.. 7.471   7.400   7.326   7.246   7.195  Yield to Maturity (%)
             4.55    4.11    3.73    3.39    3.21  Duration
103........ 7.365   7.283   7.197   7.104   7.044  Yield to Maturity (%)
             4.56    4.12    3.74    3.40    3.21  Duration
103-16/32.. 7.259   7.166   7.068   6.962   6.895  Yield to Maturity (%)
             4.57    4.13    3.74    3.40    3.22  Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.


<PAGE>

                                 Table 9 (cont.)

              Weighted Average Life, First Principal Payment Date,
                     Last Principal Payment Date, Yield and
                  Duration of Class E-1 Certificates at Various
                 Assumed Prices and Mortgage Loan Default Rates
                   and Assuming LIBOR Increases 2% and 3-Year
                               Balloon Extensions*

                             30% Annual Default Rate
                             -----------------------
Price (%)     0%     5%      10%     15%     18%
- ---------     --     --      ---     ---     ---
             5.11    4.18    3.80    3.45    3.26  Weighted Average Life (years)
            11/96   11/96   11/96   11/96   11/96  First Principal Payment Date
            11/02   07/01   01/01   08/00   06/00  Last Principal Payment Date

97-16/32... 8.619   8.714   8.763   8.817   8.852  Yield to Maturity (%)
             4.04    3.38    3.12    2.88    2.74  Duration
98......... 8.493   8.564   8.601   8.640   8.666  Yield to Maturity (%)
             4.05    3.39    3.13    2.88    2.74  Duration
98-16/32... 8.368   8.415   8.439   8.465   8.482  Yield to Maturity (%)
             4.05    3.39    3.13    2.89    2.75  Duration
99......... 8.244   8.267   8.278   8.291   8.299  Yield to Maturity (%)
             4.06    3.40    3.13    2.89    2.75  Duration
99-16/32... 8.121   8.120   8.119   8.118   8.117  Yield to Maturity (%)
             4.06    3.40    3.14    2.90    2.76  Duration
100........ 7.999   7.973   7.960   7.946   7.937  Yield to Maturity (%)
             4.07    3.41    3.14    2.90    2.76  Duration
100-16/32.. 7.877   7.828   7.803   7.775   7.757  Yield to Maturity (%)
             4.08    3.41    3.15    2.90    2.76  Duration
101........ 7.756   7.684   7.646   7.605   7.579  Yield to Maturity (%)
             4.08    3.42    3.15    2.91    2.77  Duration
101-16/32.. 7.636   7.540   7.491   7.437   7.402  Yield to Maturity (%)
             4.09    3.42    3.16    2.91    2.77  Duration
102........ 7.517   7.398   7.336   7.269   7.226  Yield to Maturity (%)
             4.10    3.43    3.16    2.92    2.78  Duration
102-16/32.. 7.398   7.256   7.182   7.103   7.051  Yield to Maturity (%)
             4.10    3.43    3.17    2.92    2.78  Duration
103........ 7.281   7.115   7.030   6.937   6.877  Yield to Maturity (%)
             4.11    3.44    3.17    2.92    2.78  Duration
103-16/32.. 7.163   6.975   6.878   6.773   6.704  Yield to Maturity (%)
             4.11    3.44    3.17    2.93    2.79  Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.



<PAGE>

                                 Table 9 (cont.)

              Weighted Average Life, First Principal Payment Date,
                     Last Principal Payment Date, Yield and
                  Duration of Class E-1 Certificates at Various
                 Assumed Prices and Mortgage Loan Default Rates
                   and Assuming LIBOR Increases 2% and 3-Year
                               Balloon Extensions*

                         40% Annual Default Rate
Price (%)     0%     5%      10%     15%     18%
- ---------     --     --      ---     ---     ---

             4.57    3.47    3.18    2.94    2.80  Weighted Average Life (years)
            11/96   11/96   11/96   11/96   11/96  First Principal Payment Date
            07/02   10/00   05/00   01/00   11/99  Last Principal Payment Date

97-16/32... 8.662   8.813   8.867   8.920   8.955  Yield to Maturity (%)
             3.71    2.89    2.68    2.50    2.40  Duration
98......... 8.526   8.638   8.677   8.717   8.743  Yield to Maturity (%)
             3.72    2.90    2.69    2.51    2.40  Duration
98-16/32... 8.390   8.463   8.489   8.515   8.532  Yield to Maturity (%)
             3.72    2.90    2.69    2.51    2.40  Duration
99......... 8.255   8.290   8.303   8.315   8.323  Yield to Maturity (%)
             3.73    2.91    2.70    2.51    2.41  Duration
99-16/32... 8.120   8.118   8.117   8.116   8.116  Yield to Maturity (%)
             3.73    2.91    2.70    2.52    2.41  Duration
100........ 7.987   7.947   7.933   7.918   7.909  Yield to Maturity (%)
             3.74    2.91    2.70    2.52    2.42  Duration
100-16/32.. 7.855   7.777   7.749   7.722   7.704  Yield to Maturity (%)
             3.74    2.92    2.71    2.52    2.42  Duration
101........ 7.723   7.608   7.567   7.527   7.500  Yield to Maturity (%)
             3.75    2.92    2.71    2.53    2.42  Duration
101-16/32.. 7.592   7.440   7.387   7.333   7.298  Yield to Maturity (%)
             3.76    2.93    2.71    2.53    2.43  Duration
102........ 7.462   7.273   7.207   7.140   7.097  Yield to Maturity (%)
             3.76    2.93    2.72    2.54    2.43  Duration
102-16/32.. 7.333   7.108   7.028   6.949   6.897  Yield to Maturity (%)
             3.77    2.93    2.72    2.54    2.43  Duration
103........ 7.205   6.943   6.851   6.758   6.698  Yield to Maturity (%)
             3.77    2.94    2.73    2.54    2.44  Duration
103-16/32.. 7.077   6.799   6.674   6.569   6.501  Yield to Maturity (%)
             3.78    2.94    2.73    2.55    2.44  Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.


<PAGE>

                                    Table 10

              Weighted Average Life, First Principal Payment Date,
                     Last Principal Payment Date, Yield and
                  Duration of Class E-1 Certificates at Various
                 Assumed Prices and Mortgage Loan Default Rates
                   and Assuming LIBOR Increases 3% and 3-Year
                               Balloon Extensions*

                             10% Annual Default Rate
                             -----------------------
Price (%)      0%     5%     10%     15%     18%
- ---------      --     --     ---     ---     ---
            10.34    6.85    5.91    5.20    4.76  Weighted Average Life (years)
            11/96   11/96   11/96   11/96   11/96  First Principal Payment Date
            12/09   01/05   06/03   08/02   02/02  Last Principal Payment Date

97-16/32... 8.430   8.525   8.571   8.617   8.653  Yield to Maturity (%)
             6.57    5.00    4.48    4.05    3.78  Duration
98......... 8.353   8.423   8.458   8.492   8.519  Yield to Maturity (%)
             6.58    5.01    4.49    4.06    3.78  Duration
98-16/32... 8.276   8.322   8.345   8.368   8.385  Yield to Maturity (%)
             6.60    5.02    4.49    4.07    3.79  Duration
99......... 8.200   8.222   8.233   8.244   8.252  Yield to Maturity (%)
             6.61    5.03    4.50    4.07    3.79  Duration
99-16/32... 8.124   8.123   8.122   8.121   8.121  Yield to Maturity (%)
             6.62    5.03    4.51    4.08    3.80  Duration
100........ 8.049   8.024   8.012   7.999   7.990  Yield to Maturity (%)
             6.64    5.04    4.51    4.08    3.80  Duration
100-16/32.. 7.975   7.926   7.902   7.878   7.859  Yield to Maturity (%)
             6.65    5.05    4.52    4.09    3.81  Duration
101........ 7.901   7.828   7.793   7.757   7.730  Yield to Maturity (%)
             6.67    5.06    4.53    4.10    3.81  Duration
101-16/32.. 7.827   7.731   7.684   7.638   7.601  Yield to Maturity (%)
             6.68    5.07    4.53    4.10    3.82  Duration
102........ 7.754   7.635   7.577   7.519   7.474  Yield to Maturity (%)
             6.69    5.07    4.54    4.11    3.82  Duration
102-16/32.. 7.682   7.539   7.470   7.400   7.347  Yield to Maturity (%)
             6.71    5.08    4.55    4.11    3.83  Duration
103........ 7.610   7.444   7.364   7.283   7.221  Yield to Maturity (%)
             6.72    5.09    4.55    4.12    3.84  Duration
103-16/32.. 7.538   7.350   7.258   7.166   7.095  Yield to Maturity (%)
             6.74    5.10    4.56    4.12    3.84  Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.


<PAGE>

                                Table 10 (cont.)

              Weighted Average Life, First Principal Payment Date,
                     Last Principal Payment Date, Yield and
                  Duration of Class E-1 Certificates at Various
                 Assumed Prices and Mortgage Loan Default Rates
                   and Assuming LIBOR Increases 3% and 3-Year
                               Balloon Extensions*

                             20% Annual Default Rate
                             -----------------------
Price (%)     0%     5%      10%     15%     18%
- ---------     --     --      ---     ---     ---
             6.18    5.39    4.75    4.21    3.93  Weighted Average Life (years)
            11/96   11/96   11/96   11/96   11/96  First Principal Payment Date
            11/03   10/02   02/02   06/01   03/01  Last Principal Payment Date

97-16/32... 8.555   8.604   8.654   8.709   8.743  Yield to Maturity (%)
             4.65    4.17    3.77    3.42    3.22  Duration
98......... 8.445   8.482   8.519   8.560   8.586  Yield to Maturity (%)
             4.66    4.18    3.78    3.42    3.23  Duration
98-16/32... 8.337   8.361   8.386   8.412   8.429  Yield to Maturity (%)
             4.67    4.18    3.78    3.42    3.23  Duration
99......... 8.229   8.241   8.253   8.266   8.274  Yield to Maturity (%)
             4.67    4.19    3.79    3.43    3.24  Duration
99-16/32... 8.122   8.121   8.121   8.120   8.119  Yield to Maturity (%)
             4.68    4.20    3.79    3.43    3.24  Duration
100........ 8.016   8.003   7.989   7.975   7.965  Yield to Maturity (%)
             4.69    4.20    3.80    3.44    3.24  Duration
100-16/32.. 7.910   7.885   7.859   7.831   7.813  Yield to Maturity (%)
             4.69    4.21    3.80    3.44    3.25  Duration
101........ 7.805   7.768   7.729   7.688   7.661  Yield to Maturity (%)
             4.70    4.21    3.81    3.45    3.25  Duration
101-16/32.. 7.701   7.652   7.600   7.545   7.510  Yield to Maturity (%)
             4.71    4.22    3.81    3.45    3.26  Duration
102........ 7.597   7.536   7.473   7.404   7.361  Yield to Maturity (%)
             4.72    4.23    3.82    3.46    3.26  Duration
102-16/32.. 7.494   7.421   7.345   7.264   7.212  Yield to Maturity (%)
             4.72    4.23    3.82    3.46    3.27  Duration
103........ 7.392   7.307   7.219   7.124   7.064  Yield to Maturity (%)
             4.73    4.24    3.83    3.47    3.27  Duration
103-16/32.. 7.290   7.193   7.093   6.985   6.917  Yield to Maturity (%)
             4.74    4.24    3.83    3.47    3.27  Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.


<PAGE>

                                Table 10 (cont.)

              Weighted Average Life, First Principal Payment Date,
                     Last Principal Payment Date, Yield and
                  Duration of Class E-1 Certificates at Various
                 Assumed Prices and Mortgage Loan Default Rates
                   and Assuming LIBOR Increases 3% and 3-Year
                               Balloon Extensions*

                             30% Annual Default Rate
                             -----------------------
Price (%)      0%    5%       10%     15%    18%
- ---------      --    --       ---     ---    ---
             5.29    4.29     3.88    3.52   3.32  Weighted Average Life (years)
            11/96   11/96    11/96   11/96  11/96  First Principal Payment Date
            12/02   07/01    02/01   09/00  06/00  Last Principal Payment Date

97-16/32... 8.602   8.700    8.750   8.804  8.839  Yield to Maturity (%)
             4.18    3.47     3.19    2.93   2.79  Duration
98......... 8.481   8.554    8.591   8.631  8.657  Yield to Maturity (%)
             4.19    3.47     3.19    2.94   2.79  Duration
98-16/32... 8.360   8.408    8.433   8.459  8.476  Yield to Maturity (%)
             4.19    3.48     3.20    2.94   2.79  Duration
99......... 8.241   8.263    8.275   8.288  8.296  Yield to Maturity (%)
             4.20    3.48     3.20    2.94   2.80  Duration
99-16/32... 8.121   8.120    8.119   8.118  8.117  Yield to Maturity (%)
             4.21    3.49     3.21    2.95   2.80  Duration
100........ 8.003   7.977    7.964   7.949  7.940  Yield to Maturity (%)
             4.21    3.49     3.21    2.95   2.81  Duration
100-16/32.. 7.886   7.835    7.809   7.781  7.763  Yield to Maturity (%)
             4.22    3.50     3.21    2.96   2.81  Duration
101........ 7.769   7.694    7.656   7.615  7.588  Yield to Maturity (%)
             4.22    3.50     3.22    2.96   2.81  Duration
101-16/32.. 7.653   7.554    7.504   7.449  7.414  Yield to Maturity (%)
             4.23    3.51     3.22    2.96   2.82  Duration
102........ 7.537   7.415    7.352   7.284  7.241  Yield to Maturity (%)
             4.24    3.51     3.23    2.97   2.82  Duration
102-16/32.. 7.423   7.277    7.202   7.121  7.068  Yield to Maturity (%)
             4.24    3.52     3.23    2.97   2.83  Duration
103........ 7.309   7.139    7.052   6.958  6.897  Yield to Maturity (%)
             4.25    3.52     3.24    2.98   2.83  Duration
103-16/32.. 7.196   7.003    6.904   6.797  6.727  Yield to Maturity (%)
             4.25    3.52     3.24    2.98   2.83  Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.



<PAGE>

                                Table 10 (cont.)

              Weighted Average Life, First Principal Payment Date,
                     Last Principal Payment Date, Yield and
                  Duration of Class E-1 Certificates at Various
                 Assumed Prices and Mortgage Loan Default Rates
                   and Assuming LIBOR Increases 3% and 3-Year
                               Balloon Extensions*

                             40% Annual Default Rate
                             -----------------------
Price (%)     0%     5%      10%     15%     18%
- ---------     --     --      ---     ---     ---
             4.73    3.55    3.25    2.99    2.85  Weighted Average Life (years)
            11/96   11/96   11/96   11/96   11/96  First Principal Payment Date
            09/02   10/00   05/00   02/00   12/99  Last Principal Payment Date

97-16/32... 8.644   8.798   8.853   8.907   8.942  Yield to Maturity (%)
             3.84    2.96    2.73    2.54    2.43  Duration
98......... 8.512   8.626   8.667   8.708   8.733  Yield to Maturity (%)
             3.85    2.96    2.74    2.55    2.44  Duration
98-16/32... 8.381   8.456   8.483   8.509   8.526  Yield to Maturity (%)
             3.85    2.97    2.74    2.55    2.44  Duration
99......... 8.250   8.287   8.299   8.312   8.320  Yield to Maturity (%)
             3.86    2.97    2.75    2.55    2.45  Duration
99-16/32... 8.121   8.118   8.117   8.116   8.116  Yield to Maturity (%)
             3.87    2.98    2.75    2.56    2.45  Duration
100........ 7.992   7.951   7.936   7.922   7.913  Yield to Maturity (%)
             3.87    2.98    2.75    2.56    2.45  Duration
100-16/32.. 7.864   7.785   7.756   7.729   7.711  Yield to Maturity (%)
             3.88    2.98    2.76    2.57    2.46  Duration
101........ 7.737   7.619   7.578   7.536   7.510  Yield to Maturity (%)
             3.88    2.99    2.76    2.57    2.46  Duration
101-16/32.. 7.611   7.455   7.400   7.346   7.311  Yield to Maturity (%)
             3.89    2.99    2.76    2.57    2.46  Duration
102........ 7.485   7.292   7.224   7.156   7.112  Yield to Maturity (%)
             3.89    3.00    2.77    2.58    2.47  Duration
102-16/32.. 7.360   7.130   7.048   6.967   6.916  Yield to Maturity (%)
             3.90    3.00    2.77    2.58    2.47  Duration
103........ 7.236   6.969   6.874   6.780   6.720  Yield to Maturity (%)
             3.90    3.00    2.78    2.58    2.47  Duration
103-16/32.. 7.113   6.809   6.701   6.594   6.525  Yield to Maturity (%)
             3.91    3.01    2.78    2.59    2.48  Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.


<PAGE>

                                    Table 11

                 Weighted Average Life, First Principal Payment
                       Date, Last Principal Payment Date,
                         Yield and Duration of Class E-2
                     Certificates at Various Assumed Prices
                       and Mortgage Loan Default Rates and
                         Assuming Unchanged LIBOR and No
                                   Extensions*

                  10% Annual Default Rate
Price (%)     0%      5%      10%     15%     18%
- ---------     --      --      ---     ---     ---
            8.86     6.87    5.36    4.59    4.24  Weighted Average Life (years)
            11/96   11/96   11/96   11/96   11/96  First Principal Payment Date
            04/09   03/06   11/03   07/02   01/02  Last Principal Payment Date

82-16/32.. 11.513  12.055  12.799  13.379  13.719  Yield to Maturity (%)
             5.19    4.52    3.83    3.42    3.22  Duration
83........ 11.398  11.923  12.643  13.204  13.533  Yield to Maturity (%)
             5.21    4.54    3.84    3.43    3.22  Duration
83-16/32.. 11.284  11.792  12.488  13.031  13.348  Yield to Maturity (%)
             5.23    4.55    3.85    3.43    3.23  Duration
84........ 11.171  11.662  12.334  12.858  13.165  Yield to Maturity (%)
             5.25    4.57    3.86    3.44    3.24  Duration
84-16/32.. 11.059  11.533  12.182  12.687  12.983  Yield to Maturity (%)
             5.27    4.58    3.87    3.45    3.24  Duration
85........ 10.948  11.405  12.031  12.518  12.803  Yield to Maturity (%)
             5.29    4.59    3.88    3.46    3.25  Duration
85-16/32.. 10.838  11.279  11.881  12.350  12.624  Yield to Maturity (%)
             5.31    4.61    3.89    3.47    3.26  Duration
86........ 10.729  11.153  11.732  12.183  12.446  Yield to Maturity (%)
             5.32    4.62    3.90    3.47    3.26  Duration
86-16/32.. 10.621  11.029  11.585  12.017  12.270  Yield to Maturity (%)
             5.34    4.63    3.91    3.48    3.27  Duration
87........ 10.514  10.905  11.438  11.853  12.095  Yield to Maturity (%)
             5.36    4.64    3.92    3.49    3.28  Duration
87-16/32.. 10.408  10.783  11.293  11.690  11.922  Yield to Maturity (%)
             5.38    4.66    3.93    3.49    3.28  Duration
88........ 10.303  10.662  11.149  11.529  11.750  Yield to Maturity (%)
             5.40    4.67    3.93    3.50    3.29  Duration
88-16/32.. 10.199  10.542  11.006  11.368  11.579  Yield to Maturity (%)
             5.42    4.68    3.94    3.51    3.30  Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.


<PAGE>

                                Table 11 (cont.)

                 Weighted Average Life, First Principal Payment
                       Date, Last Principal Payment Date,
                         Yield and Duration of Class E-2
                     Certificates at Various Assumed Prices
                       and Mortgage Loan Default Rates and
                         Assuming Unchanged LIBOR and No
                                   Extensions*

                             20% Annual Default Rate
                             -----------------------
Price (%)     0%      5%      10%     15%     18%
- ---------     --      --      ---     ---     ---
           5.66      4.69    4.19    3.82    3.65  Weighted Average Life (years)
           11/96    11/96   11/96   11/96   11/96  First Principal Payment Date
           03/05    08/02   12/01   05/01   02/01  Last Principal Payment Date

82-16/32.. 12.641  13.304  13.785  14.228  14.465  Yield to Maturity (%)
             3.95    3.46    3.18    2.95    2.84  Duration
83........ 12.490  13.131  13.596  14.025  14.254  Yield to Maturity (%)
             3.96    3.47    3.18    2.96    2.85  Duration
83-16/32.. 12.339  12.959  13.409  13.823  14.045  Yield to Maturity (%)
             3.97    3.48    3.19    2.96    2.85  Duration
84........ 12.190  12.789  13.224  13.623  13.837  Yield to Maturity (%)
             3.98    3.49    3.20    2.97    2.86  Duration
84-16/32.. 12.043  12.621  13.040  13.425  13.631  Yield to Maturity (%)
             4.00    3.50    3.20    2.97    2.86  Duration
85........ 11.897  12.454  12.857  13.288  13.427  Yield to Maturity (%)
             4.01    3.51    3.21    2.98    2.87  Duration
85-16/32.. 11.751  12.288  12.676  13.033  13.224  Yield to Maturity (%)
             4.02    3.51    3.22    2.99    2.88  Duration
86........ 11.607  12.123  12.496  12.840  13.023  Yield to Maturity (%)
             4.03    3.52    3.22    2.99    2.88  Duration
86-16/32.. 11.465  11.960  12.318  12.648  12.824  Yield to Maturity (%)
             4.04    3.53    3.23    3.00    2.89  Duration
87........ 11.323  11.798  12.141  12.457  12.626  Yield to Maturity (%)
             4.05    3.54    3.24    3.00    2.89  Duration
87-16/32.. 11.183  11.637  11.966  12.268  12.430  Yield to Maturity (%)
             4.06    3.54    3.24    3.01    2.90  Duration
88........ 11.044  11.478  11.792  12.080  12.235  Yield to Maturity (%)
             4.07    3.55    3.25    3.02    2.90  Duration
88-16/32.. 10.905  11.320  11.619  11.894  12.041  Yield to Maturity (%)
             4.08    3.56    3.26    3.02    2.91  Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.



<PAGE>

                                Table 11 (cont.)

                 Weighted Average Life, First Principal Payment
                       Date, Last Principal Payment Date,
                         Yield and Duration of Class E-2
                     Certificates at Various Assumed Prices
                       and Mortgage Loan Default Rates and
                         Assuming Unchanged LIBOR and No
                                   Extensions*

                             30% Annual Default Rate
                             -----------------------
Price (%)     0%      5%     10%    15%    18%
- ---------     --      --     ---    ---    ---
             4.14    3.82    3.58    3.37    3.24  Weighted Average Life (years)
            11/96   11/96   11/96   11/96   11/96  First Principal Payment Date
            12/01   06/01   01/01   09/00   07/00  Last Principal Payment Date

82-16/32.. 13.851  14.228  14.563  14.912  15.137 Yield to Maturity (%)
             3.14    2.95    2.80    2.65    2.57 Duration
83........ 13.660  14.025  14.349  14.687  14.904 Yield to Maturity (%)
             3.14    2.95    2.80    2.66    2.57 Duration
83-16/32.. 13.471  13.823  14.136  14.463  14.673 Yield to Maturity (%)
             3.15    2.96    2.81    2.66    2.58 Duration
84........ 13.283  13.623  13.925  14.241  14.443 Yield to Maturity (%)
             3.16    2.97    2.81    2.67    2.58 Duration
84-16/32.. 13.097  13.425  13.716  14.020  14.215 Yield to Maturity (%)
             3.17    2.97    2.82    2.68    2.59 Duration
85........ 12.912  13.228  13.509  13.802  13.990 Yield to Maturity (%)
             3.17    2.98    2.83    2.68    2.60 Duration
85-16/32.. 12.729  13.033  13.303  13.585  13.765 Yield to Maturity (%)
             3.18    2.99    2.83    2.69    2.60 Duration
86........ 12.547  12.839  13.099  13.369  13.543 Yield to Maturity (%)
             3.19    2.99    2.84    2.69    2.61 Duration
86-16/32.. 12.367  12.647  12.896  13.156  13.322 Yield to Maturity (%)
             3.19    3.00    2.84    2.70    2.61 Duration
87........ 12.188  12.456  12.695  12.944  13.104 Yield to Maturity (%)
             3.20    3.00    2.85    2.70    2.62 Duration
87-16/32.. 12.010  12.267  12.495  12.733  12.886 Yield to Maturity (%)
             3.21    3.01    2.85    2.71    2.62 Duration
88........ 11.834  12.079  12.297  12.525  12.671 Yield to Maturity (%)
             3.21    3.02    2.86    2.71    2.63 Duration
88-16/32.. 11.659  11.893  12.101  12.318  12.457 Yield to Maturity (%)
             3.22    3.02    2.86    2.72    2.63 Duration

- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.



<PAGE>

                                Table 11 (cont.)

                 Weighted Average Life, First Principal Payment
                       Date, Last Principal Payment Date,
                         Yield and Duration of Class E-2
                     Certificates at Various Assumed Prices
                       and Mortgage Loan Default Rates and
                         Assuming Unchanged LIBOR and No
                                   Extensions*

                             40% Annual Default Rate
                             -----------------------
Price (%)     0%       5%     10%     15%     18%
- ---------     --       --     ---     ---     ---
           3.54      3.34    3.16    2.99    2.90  Weighted Average Life (years)
           11/96    11/96   11/96   11/96   11/96  First Principal Payment Date
           01/01    09/00   06/00   04/00   02/00  Last Principal Payment Date

82-16/32.. 14.647  14.973  15.297  15.637  15.846  Yield to Maturity (%)
             2.76    2.63    2.51    2.40    2.33  Duration
83........ 14.430  14.745  15.058  15.388  15.589  Yield to Maturity (%)
             2.76    2.63    2.52    2.40    2.34  Duration
83-16/32.. 14.214  14.519  14.822  15.140  15.335  Yield to Maturity (%)
             2.77    2.64    2.52    2.41    2.34  Duration
84........ 14.001  14.294  14.587  14.894  15.082  Yield to Maturity (%)
             2.78    2.65    2.53    2.41    2.35  Duration
84-16/32.. 13.789  14.072  14.354  14.650  14.831  Yield to Maturity (%)
             2.78    2.65    2.53    2.42    2.35  Duration
85........ 13.579  13.851  14.123  14.408  14.583  Yield to Maturity (%)
             2.79    2.66    2.54    2.42    2.36  Duration
85-16/32.. 13.370  13.632  13.894  14.168  14.336  Yield to Maturity (%)
             2.79    2.66    2.54    2.43    2.36  Duration
86........ 13.163  13.415  13.666  13.930  14.091  Yield to Maturity (%)
             2.80    2.67    2.55    2.43    2.37  Duration
86-16/32.. 12.958  13.200  13.440  13.693  13.848  Yield to Maturity (%)
             2.81    2.67    2.55    2.44    2.37  Duration
87........ 12.754  12.986  13.216  13.459  13.607  Yield to Maturity (%)
             2.81    2.68    2.56    2.44    2.38  Duration
87-16/32.. 12.552  12.774  12.994  13.226  13.368  Yield to Maturity (%)
             2.82    2.68    2.56    2.45    2.38  Duration
88........ 12.351  12.563  12.774  12.995  13.130  Yield to Maturity (%)
             2.82    2.69    2.57    2.45    2.38  Duration
88-16/32.. 12.152  12.354  12.555  12.765  12.894  Yield to Maturity (%)
             2.83    2.69    2.57    2.46    2.39  Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.



<PAGE>

                                    Table 12

                 Weighted Average Life, First Principal Payment
                    Date, Last Principal Payment Date, Yield
                     and Duration of Class E-2 Certificates
                     at Various Assumed Prices and Mortgage
                      Loan Default Rates and Assuming LIBOR
                         Decreases 1% and No Extensions*

                             10% Annual Default Rate
                             -----------------------
Price (%)    0%      5%      10%     15%     18%
- ---------    --      --      ---     ---     ---
             8.15    6.43    5.12    4.44    4.12  Weighted Average Life (years)
            11/96   11/96   11/96   11/96   11/96  First Principal Payment Date
            10/08   11/05   08/03   05/02   12/01  Last Principal Payment Date

82-16/32... 11.750  12.282  12.993  13.544  13.873 Yield to Maturity (%)
              4.83    4.27    3.67    3.31    3.12 Duration
83......... 11.626  12.142  12.830  13.363  13.681 Yield to Maturity (%)
              4.85    4.28    3.68    3.32    3.13 Duration
83-16/32... 11.503  12.003  12.668  13.183  13.491 Yield to Maturity (%)
              4.87    4.29    3.69    3.33    3.14 Duration
84......... 11.382  11.865  12.508  13.005  13.303 Yield to Maturity (%)
              4.89    4.31    3.70    3.33    3.15 Duration
84-16/32... 11.262  11.729  12.349  12.829  13.115 Yield to Maturity (%)
              4.91    4.32    3.71    3.34    3.15 Duration
85......... 11.143  11.593  12.191  12.654  12.930 Yield to Maturity (%)
              4.93    4.33    3.72    3.35    3.16 Duration
85-16/32... 11.025  11.459  12.035  12.480  12.746 Yield to Maturity (%)
              4.95    4.35    3.73    3.36    3.17 Duration
86......... 10.908  11.326  11.880  12.308  12.563 Yield to Maturity (%)
              4.97    4.36    3.74    3.36    3.17 Duration
86-16/32... 10.793  11.195  11.726  12.137  12.382 Yield to Maturity (%)
              4.99    4.37    3.75    3.37    3.18 Duration
87......... 10.678  11.064  11.574  11.968  12.203 Yield to Maturity (%)
              5.01    4.39    3.76    3.38    3.19 Duration
87-16/32... 10.565  10.934  11.422  11.800  12.024 Yield to Maturity (%)
              5.02    4.40    3.77    3.39    3.19 Duration
88......... 10.452  10.806  11.272  11.633  11.847 Yield to Maturity (%)
              5.04    4.41    3.78    3.39    3.20 Duration
88-16/32... 10.341  10.679  11.124  11.467  11.672 Yield to Maturity (%)
              5.06    4.42    3.78    3.40    3.21 Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.


<PAGE>

                                Table 12 (cont.)

                 Weighted Average Life, First Principal Payment
                    Date, Last Principal Payment Date, Yield
                     and Duration of Class E-2 Certificates
                     at Various Assumed Prices and Mortgage
                      Loan Default Rates and Assuming LIBOR
                         Decreases 1% and No Extensions*

                             20% Annual Default Rate
                             -----------------------
Price (%)      0%     5%      10%     15%    18%
- ---------      --     --      ---     ---    ---
             5.26    4.51    4.06    3.72    3.57  Weighted Average Life (years)
            11/96   11/96   11/96   11/96   11/96  First Principal Payment Date
            08/04   07/02   11/01   04/01   01/01  Last Principal Payment Date

82-16/32... 12.929  13.497  13.961  14.380  14.606 Yield to Maturity (%)
              3.71    3.33    3.07    2.87    2.77 Duration
83......... 12.768  13.317  13.767  14.172  14.390 Yield to Maturity (%)
              3.72    3.34    3.08    2.88    2.78 Duration
83-16/32... 12.608  13.139  13.573  13.965  14.176 Yield to Maturity (%)
              3.73    3.35    3.09    2.89    2.79 Duration
84......... 12.449  12.963  13.382  13.760  13.964 Yield to Maturity (%)
              3.74    3.36    3.10    2.89    2.79 Duration
84-16/32... 12.292  12.787  13.192  13.557  13.753 Yield to Maturity (%)
              3.75    3.37    3.10    2.90    2.80 Duration
85......... 12.136  12.614  13.003  13.355  13.544 Yield to Maturity (%)
              3.76    3.37    3.11    2.90    2.80 Duration
85-16/32... 11.981  12.441  12.816  13.155  13.337 Yield to Maturity (%)
              3.77    3.38    3.12    2.91    2.81 Duration
86......... 11.878  12.270  12.631  12.956  13.131 Yield to Maturity (%)
              3.78    3.39    3.12    2.92    2.82 Duration
86-16/32... 11.676  12.101  12.447  12.759  12.927 Yield to Maturity (%)
              3.79    3.40    3.13    2.92    2.82 Duration
87......... 11.526  11.933  12.264  12.563  12.724 Yield to Maturity (%)
              3.80    3.41    3.14    2.93    2.83 Duration
87-16/32... 11.376  11.766  12.083  12.369  12.523 Yield to Maturity (%)
              3.81    3.41    3.14    2.94    2.83 Duration
88......... 11.228  11.600  11.904  12.177  12.324 Yield to Maturity (%)
              3.82    3.42    3.15    2.94    2.84 Duration
88-16/32... 11.081  11.436  11.725  11.986  12.126 Yield to Maturity (%)
              3.83    3.43    3.16    2.95    2.85 Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.


<PAGE>

                                Table 12 (cont.)

                 Weighted Average Life, First Principal Payment
                    Date, Last Principal Payment Date, Yield
                     and Duration of Class E-2 Certificates
                     at Various Assumed Prices and Mortgage
                      Loan Default Rates and Assuming LIBOR
                         Decreases 1% and No Extensions*

                             30% Annual Default Rate
                             -----------------------
Price (%)     0%      5%      10%     15%     18%
- ---------     --      --      ---     ---     ---
             3.99    3.71    3.49    3.29    3.18  Weighted Average Life (years)
            11/96   11/96   11/96   11/96   11/96  First Principal Payment Date
            10/01   04/01   12/00   09/00   07/00  Last Principal Payment Date

82-16/32... 14.059  14.409  14.727  15.062  15.279 Yield to Maturity (%)
              3.02    2.86    2.72    2.59    2.51 Duration
83-........ 13.860  14.199  14.507  14.831  15.041 Yield to Maturity (%)
              3.03    2.86    2.73    2.60    2.52 Duration
83-16/32... 13.664  13.991  14.289  14.602  14.805 Yield to Maturity (%)
              3.04    2.87    2.73    2.60    2.52 Duration
84......... 13.469  13.785  14.073  14.375  14.570 Yield to Maturity (%)
              3.04    2.88    2.74    2.61    2.53 Duration
84-16/32... 13.276  13.580  13.858  14.149  14.338 Yield to Maturity (%)
              3.05    2.88    2.75    2.61    2.54 Duration
85......... 13.084  13.377  13.645  13.926  14.107 Yield to Maturity (%)
              3.06    2.89    2.75    2.62    2.54 Duration
85-16/32... 12.894  13.176  13.434  13.704  13.878 Yield to Maturity (%)
              3.06    2.90    2.76    2.63    2.55 Duration
86......... 12.705  12.977  13.224  13.483  13.651 Yield to Maturity (%)
              3.07    2.90    2.76    2.63    2.55 Duration
86-16/32... 12.518  12.779  13.016  13.265  13.426 Yield to Maturity (%)
              3.08    2.91    2.77    2.64    2.56 Duration
87......... 12.332  12.582  12.810  13.048  13.202 Yield to Maturity (%)
              3.09    2.91    2.78    2.64    2.56 Duration
87-16/32... 12.148  12.387  12.605  12.833  12.981 Yield to Maturity (%)
              3.09    2.92    2.78    2.65    2.57 Duration
88......... 11.965  12.194  12.402  12.620  12.760 Yield to Maturity (%)
              3.10    2.93    2.79    2.65    2.57 Duration
88-16/32... 11.784  12.002  12.200  12.408  12.542 Yield to Maturity (%)
              3.11    2.93    2.79    2.66    2.58 Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.


<PAGE>

                                Table 12 (cont.)

                 Weighted Average Life, First Principal Payment
                    Date, Last Principal Payment Date, Yield
                     and Duration of Class E-2 Certificates
                     at Various Assumed Prices and Mortgage
                      Loan Default Rates and Assuming LIBOR
                         Decreases 1% and No Extensions*

                             40% Annual Default Rate
                             -----------------------
Price (%)     0%      5%      10%     15%    18%
- ---------     --      --      ---     ---    ---
             3.44    3.25    3.09    2.93    2.85  Weighted Average Life (years)
            11/96   11/96   11/96   11/96   11/96  First Principal Payment Date
            12/00   08/00   06/00   04/00   02/00  Last Principal Payment Date

82-16/32... 14.834  15.151  15.459  15.792  15.992 Yield to Maturity (%)
              2.68    2.56    2.45    2.35    2.29 Duration
83-........ 14.610  14.917  15.215  15.537  15.730 Yield to Maturity (%)
              2.68    2.56    2.46    2.35    2.29 Duration
83-16/32... 14.388  14.685  14.973  15.284  15.470 Yield to Maturity (%)
              2.69    2.57    2.46    2.36    2.30 Duration
84......... 14.168  14.455  14.732  15.032  15.212 Yield to Maturity (%)
              2.69    2.57    2.47    2.36    2.30 Duration
84-16/32... 13.950  14.226  14.494  14.783  14.956 Yield to Maturity (%)
              2.70    2.58    2.47    2.37    2.31 Duration
85......... 13.733  13.999  14.257  14.536  14.703 Yield to Maturity (%)
              2.71    2.59    2.48    2.37    2.31 Duration
85-16/32... 13.518  13.774  14.022  14.291  14.451 Yield to Maturity (%)
              2.71    2.59    2.48    2.38    2.32 Duration
86......... 13.305  13.551  13.790  14.047  14.201 Yield to Maturity (%)
              2.72    2.60    2.49    2.38    2.32 Duration
86-16/32... 13.094  13.330  13.559  13.806  13.954 Yield to Maturity (%)
              2.72    2.60    2.49    2.39    2.33 Duration
87......... 12.884  13.110  13.329  13.566  13.708 Yield to Maturity (%)
              2.73    2.61    2.50    2.39    2.33 Duration
87-16/32... 12.676  12.892  13.102  13.328  13.464 Yield to Maturity (%)
              2.74    2.61    2.50    2.40    2.33 Duration
88......... 12.469  12.676  12.876  13.092  13.222 Yield to Maturity (%)
              2.74    2.62    2.51    2.40    2.34 Duration
88-16/32... 12.264  12.461  12.652  12.858  12.982 Yield to Maturity (%)
              2.75    2.62    2.51    2.40    2.34 Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.


<PAGE>

                                    Table 13

                 Weighted Average Life, First Principal Payment
                    Date, Last Principal Payment Date, Yield
                     and Duration of Class E-2 Certificates
                     at Various Assumed Prices and Mortgage
                      Loan Default Rates and Assuming LIBOR
                         Increases 1% and No Extensions*

                             10% Annual Default Rate
                             -----------------------
Price (%)    0%      5%      10%     15%     18%
- ---------    --      --      ---     ---     ---
             9.65    7.36    5.61    4.74    4.37  Weighted Average Life (years)
            11/96   11/96   11/96   11/96   11/96  First Principal Payment Date
            12/09   09/06   02/04   08/02   02/02  Last Principal Payment Date

82-16/32... 11.292  11.838  12.608  13.220  13.569 Yield to Maturity (%)
              5.57    4.80    4.00    3.53    3.31 Duration
83......... 11.184  11.713  12.459  13.050  13.388 Yield to Maturity (%)
              5.59    4.81    4.01    3.54    3.32 Duration
83-16/32... 11.078  11.589  12.311  12.882  13.208 Yield to Maturity (%)
              5.61    4.83    4.02    3.55    3.32 Duration
84......... 10.972  11.467  12.163  12.715  13.030 Yield to Maturity (%)
              5.63    4.84    4.03    3.56    3.33 Duration
84-16/32... 10.868  11.345  12.017  12.550  12.853 Yield to Maturity (%)
              5.65    4.86    4.04    3.56    3.34 Duration
85......... 10.764  11.225  11.873  12.385  12.678 Yield to Maturity (%)
              5.67    4.87    4.05    3.57    3.34 Duration
85-16/32... 10.662  11.106  11.729  12.223  12.504 Yield to Maturity (%)
              5.69    4.88    4.06    3.58    3.35 Duration
86......... 10.560  10.987  11.587  12.061  12.332 Yield to Maturity (%)
              5.71    4.89    4.07    3.59    3.36 Duration
86-16/32... 10.460  10.870  11.445  11.901  12.160 Yield to Maturity (%)
              5.73    4.91    4.08    3.59    3.36 Duration
87......... 10.360  10.753  11.305  11.742  11.990 Yield to Maturity (%)
              5.75    4.92    4.09    3.60    3.37 Duration
87-16/32... 10.261  10.638  11.166  11.584  11.822 Yield to Maturity (%)
              5.76    4.93    4.09    3.61    3.38 Duration
88......... 10.163  10.523  11.028  11.427  11.654 Yield to Maturity (%)
              5.78    4.95    4.10    3.61    3.38 Duration
88-16/32... 10.066  10.410  10.891  11.272  11.488 Yield to Maturity (%)
              5.80    4.96    4.11    3.62    3.39 Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.


<PAGE>

                                Table 13 (cont.)

                 Weighted Average Life, First Principal Payment
                    Date, Last Principal Payment Date, Yield
                     and Duration of Class E-2 Certificates
                     at Various Assumed Prices and Mortgage
                      Loan Default Rates and Assuming LIBOR
                         Increases 1% and No Extensions*

                             20% Annual Default Rate
                             -----------------------
Price (%)    0%      5%      10%     15%     18%
- ---------    --      --      ---     ---     ---
             6.14    4.88    4.33    3.92    3.73  Weighted Average Life (years)
            11/96   11/96   11/96   11/96   11/96  First Principal Payment Date
            12/05   11/02   01/02   06/01   02/01  Last Principal Payment Date

82-16/32... 12.352  13.115  13.613  14.076  14.327 Yield to Maturity (%)
              4.23    3.60    3.28    3.03    2.91 Duration
83......... 12.211  12.948  13.430  13.879  14.121 Yield to Maturity (%)
              4.24    3.61    3.29    3.04    2.91 Duration
83-16/32... 12.070  12.784  13.249  13.683  13.917 Yield to Maturity (%)
              4.25    3.62    3.30    3.04    2.92 Duration
84......... 11.931  12.620  13.070  13.488  13.714 Yield to Maturity (%)
              4.26    3.63    3.30    3.05    2.93 Duration
84-16/32... 11.793  12.458  12.892  13.295  13.513 Yield to Maturity (%)
              4.27    3.64    3.31    3.05    2.93 Duration
85......... 11.656  12.297  12.715  13.103  13.313 Yield to Maturity (%)
              4.28    3.64    3.32    3.06    2.94 Duration
85-16/32... 11.520  12.137  12.539  12.913  13.115 Yield to Maturity (%)
              4.29    3.65    3.32    3.07    2.94 Duration
86......... 11.386  11.979  12.365  12.725  12.919 Yield to Maturity (%)
              4.31    3.66    3.33    3.07    2.95 Duration
86-16/32... 11.252  11.822  12.193  12.538  12.724 Yield to Maturity (%)
              4.32    3.67    3.34    3.08    2.95 Duration
87......... 11.120  11.666  12.021  12.352  12.530 Yield to Maturity (%)
              4.33    3.67    3.34    3.08    2.96 Duration
87-16/32... 10.989  11.511  11.851  12.167  12.338 Yield to Maturity (%)
              4.34    3.68    3.35    3.09    2.96 Duration
88......... 10.858  11.358  11.683  11.985  12.147 Yield to Maturity (%)
              4.35    3.69    3.36    3.09    2.97 Duration
88-16/32... 10.729  11.206  11.515  11.803  11.958 Yield to Maturity (%)
              4.36    3.70    3.36    3.10    2.98 Duration

- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.



<PAGE>

                                Table 13 (cont.)

                 Weighted Average Life, First Principal Payment
                      Date, Last Principal Payment Date, Yield
                     and Duration of Class E-2 Certificates
                     at Various Assumed Prices and Mortgage
                      Loan Default Rates and Assuming LIBOR
                         Increases 1% and No Extensions*

                             30% Annual Default Rate
                             -----------------------
Price (%)    0%      5%      10%     15%     18%
- ---------    --      --      ---     ---     ---
             4.30    3.94    3.67    3.44    3.31  Weighted Average Life (years)
            11/96   11/96   11/96   11/96   11/96  First Principal Payment Date
            01/02   07/01   02/01   10/00   08/00  Last Principal Payment Date

82-16/32... 13.651  14.050  14.407  14.764  14.997 Yield to Maturity (%)
              3.26    3.04    2.87    2.72    2.62 Duration
83......... 13.467  13.853  14.198  14.544  14.769 Yield to Maturity (%)
              3.26    3.05    2.88    2.72    2.63 Duration
83-16/32... 13.285  13.658  13.991  14.325  14.543 Yield to Maturity (%)
              3.27    3.05    2.88    2.73    2.64 Duration
84......... 13.104  13.464  13.786  14.108  14.318 Yield to Maturity (%)
              3.28    3.06    2.89    2.73    2.64 Duration
84-16/32... 12.924  13.272  13.582  13.893  14.095 Yield to Maturity (%)
              3.29    3.07    2.89    2.74    2.65 Duration
85......... 12.746  13.081  13.380  13.679  13.874 Yield to Maturity (%)
              3.29    3.07    2.90    2.74    2.65 Duration
85-16/32... 12.570  12.892  13.179  13.467  13.655 Yield to Maturity (%)
              3.30    3.08    2.90    2.75    2.66 Duration
86......... 12.394  12.704  12.980  13.257  13.437 Yield to Maturity (%)
              3.31    3.08    2.91    2.75    2.66 Duration
86-16/32... 12.220  12.517  12.782  13.048  13.221 Yield to Maturity (%)
              3.31    3.09    2.92    2.76    2.67 Duration
87......... 12.048  12.333  12.586  12.841  13.006 Yield to Maturity (%)
              3.32    3.10    2.92    2.76    2.67 Duration
87-16/32... 11.877  12.149  12.392  12.635  12.793 Yield to Maturity (%)
              3.33    3.10    2.93    2.77    2.68 Duration
88......... 11.707  11.967  12.199  12.431  12.582 Yield to Maturity (%)
              3.33    3.11    2.93    2.77    2.68 Duration
88-16/32... 11.538  11.786  12.007  12.228  12.373 Yield to Maturity (%)
              3.34    3.11    2.94    2.78    2.69 Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.


<PAGE>

                                Table 13 (cont.)

                 Weighted Average Life, First Principal Payment
                    Date, Last Principal Payment Date, Yield
                     and Duration of Class E-2 Certificates
                     at Various Assumed Prices and Mortgage
                      Loan Default Rates and Assuming LIBOR
                         Increases 1% and No Extensions*

                             40% Annual Default Rate
                             -----------------------
Price (%)    0%      5%      10%     15%     18%
- ---------    --      --      ---     ---     ---
             3.64    3.42    3.23    3.05    2.96  Weighted Average Life (years)
            11/96   11/96   11/96   11/96   11/96  First Principal Payment Date
            02/01   10/00   07/00   04/00   03/00  Last Principal Payment Date

82-16/32... 14.462  14.803  15.134  15.488  15.703 Yield to Maturity (%)
              2.84    2.70    2.57    2.45    2.38 Duration
83......... 14.252  14.581  14.901  15.244  15.451 Yield to Maturity (%)
              2.85    2.71    2.58    2.45    2.38 Duration
83-16/32... 14.043  14.361  14.670  15.001  15.201 Yield to Maturity (%)
              2.86    2.71    2.58    2.46    2.39 Duration
84......... 13.836  14.142  14.441  14.761  14.954 Yield to Maturity (%)
              2.86    2.72    2.59    2.46    2.39 Duration
84-16/32... 13.630  13.926  14.214  14.522  14.708 Yield to Maturity (%)
              2.87    2.72    2.59    2.47    2.40 Duration
85......... 13.426  13.711  13.988  14.285  14.464 Yield to Maturity (%)
              2.87    2.73    2.60    2.47    2.40 Duration
85-16/32... 13.224  13.498  13.764  14.050  14.222 Yield to Maturity (%)
              2.88    2.73    2.60    2.48    2.41 Duration
86......... 13.023  13.286  13.542  13.816  13.982 Yield to Maturity (%)
              2.88    2.74    2.61    2.48    2.41 Duration
86-16/32... 12.823  13.076  13.322  13.585  13.744 Yield to Maturity (%)
              2.89    2.74    2.61    2.49    2.42 Duration
87......... 12.626  12.868  13.103  13.355  13.507 Yield to Maturity (%)
              2.89    2.75    2.62    2.49    2.42 Duration
87-16/32... 12.429  12.661  12.886  13.127  13.272 Yield to Maturity (%)
              2.90    2.75    2.62    2.50    2.43 Duration
88......... 12.234  12.455  12.670  12.900  13.039 Yield to Maturity (%)
              2.91    2.76    2.63    2.50    2.43 Duration
88-16/32... 12.041  12.252  12.456  12.676  12.808 Yield to Maturity (%)
              2.91    2.76    2.63    2.51    2.43 Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.


<PAGE>

                                    Table 14

                  Weighted Average Life, First Principal Payment
                    Date, Last Principal Payment Date, Yield
                     and Duration of Class E-2 Certificates
                     at Various Assumed Prices and Mortgage
                      Loan Default Rates and Assuming LIBOR
                         Increases 2% and No Extensions*

                             10% Annual Default Rate
                             -----------------------
Price (%)     0%     5%      10%    15%     18%
- ---------     --     --      ---    ---     ---
            10.54     7.89    5.89   4.90    4.49  Weighted Average Life (years)
            11/96    11/96   11/96  11/96   11/96  First Principal Payment Date
            08/10    02/07   05/04  10/02   03/02  Last Principal Payment Date

82-16/32... 11.083  11.632  12.423 13.065  13.423  Yield to Maturity (%)
              5.98    5.09    4.18   3.65    3.41  Duration
83......... 10.983  11.514  12.280 12.901  13.247  Yield to Maturity (%)
              6.00    5.11    4.19   3.66    3.41  Duration
83-16/32... 10.883  11.398  12.138 12.739  13.073  Yield to Maturity (%)
              6.02    5.12    4.20   3.66    3.42  Duration
84......... 10.785  11.282  11.997 12.577  12.900  Yield to Maturity (%)
              6.04    5.14    4.21   3.67    3.43  Duration
84-16/32... 10.688  11.167  11.857 12.417  12.728  Yield to Maturity (%)
              6.06    5.15    4.22   3.68    3.43  Duration
85......... 10.591  11.054  11.719 12.258  12.557  Yield to Maturity (%)
              6.08    5.16    4.23   3.69    3.44  Duration
85-16/32... 10.496  10.941  11.581 12.100  12.388  Yield to Maturity (%)
              6.10    5.18    4.24   3.69    3.45  Duration
86......... 10.401  10.830  11.445 11.943  12.220  Yield to Maturity (%)
              6.12    5.19    4.25   3.70    3.45  Duration
86-16/32... 10.307  10.719  11.309 11.788  12.054  Yield to Maturity (%)
              6.14    5.20    4.26   3.71    3.46  Duration
87......... 10.214  10.609  11.175 11.634  11.889  Yield to Maturity (%)
              6.16    5.22    4.27   3.71    3.46  Duration
87-16/32... 10.122  10.500  11.042 11.481  11.725  Yield to Maturity (%)
              6.18    5.23    4.27   3.72    3.47  Duration
88......... 10.031  10.392  10.910 11.329  11.562  Yield to Maturity (%)
              6.20    5.24    4.28   3.73    3.48  Duration
88-16/32...  9.940  10.285  10.779 11.178  11.400  Yield to Maturity (%)
              6.22    5.25    4.29   3.74    3.48  Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.

<PAGE>

                                Table 14 (cont.)

                  Weighted Average Life, First Principal Payment
                    Date, Last Principal Payment Date, Yield
                     and Duration of Class E-2 Certificates
                     at Various Assumed Prices and Mortgage
                      Loan Default Rates and Assuming LIBOR
                         Increases 2% and No Extensions*

                             20% Annual Default Rate
                             -----------------------
Price (%)      0%     5%      10%     15%     18%
- ---------      --     --      ---     ---     ---
              6.71    5.09    4.47    4.02    3.81 Weighted Average Life (years)
             11/96   11/96   11/96   11/96   11/96 First Principal Payment Date
             09/06   03/03   03/02   07/01   03/01 Last Principal Payment Date

82-16/32... 12.066  12.924  13.446  13.927  14.191 Yield to Maturity (%)
              4.54    3.75    3.39    3.11    2.98 Duration
83......... 11.934  12.765  13.269  13.734  13.990 Yield to Maturity (%)
              4.55    3.76    3.40    3.12    2.98 Duration
83-16/32... 11.803  12.606  13.094  13.544  13.790 Yield to Maturity (%)
              4.56    3.77    3.40    3.12    2.99 Duration
84......... 11.674  12.449  12.920  13.354  13.592 Yield to Maturity (%)
              4.58    3.78    3.41    3.13    2.99 Duration
84-16/32... 11.545  12.294  12.748  13.166  13.395 Yield to Maturity (%)
              4.59    3.79    3.42    3.14    3.00 Duration
85......... 11.418  12.139  12.576  12.980  13.200 Yield to Maturity (%)
              4.60    3.79    3.42    3.14    3.01 Duration
85-16/32... 11.291  11.986  12.407  12.794  13.007 Yield to Maturity (%)
              4.61    3.80    3.43    3.15    3.01 Duration
86......... 11.166  11.834  12.238  12.611  12.815 Yield to Maturity (%)
              4.62    3.81    3.44    3.15    3.02 Duration
86-16/32... 11.041  11.683  12.071  12.428  12.624 Yield to Maturity (%)
              4.63    3.82    3.44    3.16    3.02 Duration
87......... 10.918  11.533  11.905  12.247  12.435 Yield to Maturity (%)
              4.64    3.82    3.45    3.16    3.03 Duration
87-16/32... 10.796  11.384  11.740  12.068  12.247 Yield to Maturity (%)
              4.65    3.83    3.46    3.17    3.03 Duration
88......... 10.674  11.237  11.577  11.890  12.061 Yield to Maturity (%)
              4.67    3.84    3.46    3.18    3.04 Duration
88-16/32... 10.554  11.090  11.414  11.713  11.876 Yield to Maturity (%)
              4.68    3.84    3.47    3.18    3.04 Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.


<PAGE>

                                Table 14 (cont.)

                  Weighted Average Life, First Principal Payment
                    Date, Last Principal Payment Date, Yield
                     and Duration of Class E-2 Certificates
                     at Various Assumed Prices and Mortgage
                      Loan Default Rates and Assuming LIBOR
                         Increases 2% and No Extensions*

                             30% Annual Default Rate
                             -----------------------
Price (%)     0%     5%      10%     15%     18%
- ---------     --     --      ---     ---     ---
            4.46     4.07    3.77    3.52    3.37  Weighted Average Life (years)
           11/96    11/96   11/96   11/96   11/96  First Principal Payment Date
           03/02    08/01   02/01   10/00   08/00  Last Principal Payment Date

82-16/32...13.455  13.875  14.252  14.622  14.861  Yield to Maturity (%)
             3.38    3.14    2.95    2.78    2.68  Duration
83.........13.278  13.685  14.049  14.406  14.638  Yield to Maturity (%)
             3.39    3.15    2.95    2.79    2.69  Duration
83-16/32...13.103  13.495  13.848  14.193  14.416  Yield to Maturity (%)
             3.40    3.15    2.96    2.79    2.69  Duration
84.........12.929  13.307  13.648  13.981  14.196  Yield to Maturity (%)
             3.40    3.16    2.96    2.80    2.70  Duration
84-16/32...12.756  13.121  13.449  13.770  13.978  Yield to Maturity (%)
             3.41    3.16    2.97    2.80    2.70  Duration
85.........12.584  12.936  13.252  13.561  13.761  Yield to Maturity (%)
             3.42    3.17    2.98    2.81    2.71  Duration
85-16/32...12.414  12.753  13.057  13.354  13.546  Yield to Maturity (%)
             3.42    3.18    2.98    2.81    2.71  Duration
86.........12.245  12.571  12.863  13.148  13.333  Yield to Maturity (%)
             3.43    3.18    2.99    2.82    2.72  Duration
86-16/32...12.078  12.390  12.670  12.944  13.122  Yield to Maturity (%)
             3.44    3.19    2.99    2.82    2.72  Duration
87.........11.911  12.211  12.479  12.742  12.912  Yield to Maturity (%)
             3.44    3.19    3.00    2.83    2.73  Duration
87-16/32...11.746  12.033  12.289  12.541  12.703  Yield to Maturity (%)
             3.45    3.20    3.00    2.83    2.73  Duration
88.........11.582  11.856  12.101  12.341  12.496  Yield to Maturity (%)
             3.46    3.20    3.01    2.84    2.74  Duration
88-16/32...11.420  11.680  11.914  12.143  12.291  Yield to Maturity (%)
             3.46    3.21    3.01    2.84    2.74  Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.


<PAGE>

                                Table 14 (cont.)

                  Weighted Average Life, First Principal Payment
                    Date, Last Principal Payment Date, Yield
                     and Duration of Class E-2 Certificates
                     at Various Assumed Prices and Mortgage
                      Loan Default Rates and Assuming LIBOR
                         Increases 2% and No Extensions*

                             40% Annual Default Rate
                             -----------------------
Price (%)      0%     5%      10%     15%    18%
- ---------      --     --      ---     ---    ---
              3.75    3.51    3.31    3.12   3.01  Weighted Average Life (years)
             11/96   11/96   11/96   11/96  11/96  First Principal Payment Date
             02/01   10/00   07/00   05/00  03/00  Last Principal Payment Date

82-16/32... 14.283  14.637  14.977  15.340 15.562  Yield to Maturity (%)
              2.93    2.77    2.64    2.50   2.43  Duration
83......... 14.079  14.421  14.750  15.100 15.316  Yield to Maturity (%)
              2.94    2.78    2.64    2.51   2.43  Duration
83-16/32... 13.876  14.207  14.524  14.863 15.071  Yield to Maturity (%)
              2.94    2.78    2.65    2.51   2.44  Duration
84......... 13.675  13.994  14.300  14.627 14.828  Yield to Maturity (%)
              2.95    2.79    2.65    2.52   2.44  Duration
84-16/32... 13.476  13.783  14.078  14.394 14.587  Yield to Maturity (%)
              2.95    2.79    2.66    2.52   2.45  Duration
85......... 13.278  13.574  13.858  14.162 14.348  Yield to Maturity (%)
              2.96    2.80    2.66    2.53   2.45  Duration
85-16/32... 13.081  13.366  13.640  13.932 14.111  Yield to Maturity (%)
              2.97    2.80    2.67    2.53   2.46  Duration
86......... 12.886  13.160  13.423  13.703 13.875  Yield to Maturity (%)
              2.97    2.81    2.67    2.54   2.46  Duration
86-16/32... 12.693  12.955  13.207  13.476 13.641  Yield to Maturity (%)
              2.98    2.81    2.68    2.54   2.46  Duration
87......... 12.501  12.752  12.994  13.251 13.409  Yield to Maturity (%)
              2.98    2.82    2.68    2.54   2.47  Duration
87-16/32... 12.310  12.551  12.782  13.028 13.179  Yield to Maturity (%)
              2.99    2.82    2.68    2.55   2.47  Duration
88......... 12.121  12.351  12.571  12.806 12.951  Yield to Maturity (%)
              2.99    2.83    2.69    2.55   2.48  Duration
88-16/32... 11.933  12.152  12.362  12.586 12.724  Yield to Maturity (%)
              3.00    2.83    2.69    2.56   2.48  Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.


<PAGE>

                                    Table 15

                 Weighted Average Life, First Principal Payment
                    Date, Last Principal Payment Date, Yield
                     and Duration of Class E-2 Certificates
                     at Various Assumed Prices and Mortgage
                      Loan Default Rates and Assuming LIBOR
                         Increases 3% and No Extensions*

                             10% Annual Default Rate
                             -----------------------
Price (%)     0%     5%      10%     15%     18%
- ---------     --     --      ---     ---     ---
            11.53     8.45    6.19    5.07    4.62 Weighted Average Life (years)
            11/96    11/96   11/96   11/96   11/96 First Principal Payment Date
            05/11    05/07   09/04   12/02   05/02 Last Principal Payment Date

82-16/32... 10.886  11.439  12.240  12.913  13.280 Yield to Maturity (%)
              6.42    5.40    4.38    3.77    3.51 Duration
83......... 10.793  11.328  12.103  12.754  13.109 Yield to Maturity (%)
              6.45    5.42    4.39    3.78    3.51 Duration
83-16/32... 10.701  11.218  11.968  12.596  12.939 Yield to Maturity (%)
              6.47    5.43    4.40    3.79    3.52 Duration
84......... 10.609  11.109  11.833  12.440  12.771 Yield to Maturity (%)
              6.49    5.44    4.40    3.79    3.53 Duration
84-16/32... 10.518  11.001  11.700  12.285  12.604 Yield to Maturity (%)
              6.51    5.46    4.41    3.80    3.53 Duration
85......... 10.429  10.894  11.567  12.131  12.438 Yield to Maturity (%)
              6.53    5.47    4.42    3.81    3.54 Duration
85-16/32... 10.339  10.788  11.436  11.978  12.274 Yield to Maturity (%)
              6.55    5.48    4.43    3.82    3.54 Duration
86......... 10.251  10.683  11.305  11.827  12.111 Yield to Maturity (%)
              6.57    5.50    4.44    3.82    3.55 Duration
86-16/32... 10.164  10.578  11.176  11.676  11.949 Yield to Maturity (%)
              6.59    5.51    4.45    3.83    3.56 Duration
87......... 10.077  10.474  11.047  11.527  11.788 Yield to Maturity (%)
              6.61    5.52    4.46    3.84    3.56 Duration
87-16/32...  9.991  10.371  10.920  11.379  11.629 Yield to Maturity (%)
              6.63    5.54    4.47    3.84    3.57 Duration
88.........  9.906  10.269  10.793  11.232  11.471 Yield to Maturity (%)
              6.64    5.55    4.48    3.85    3.58 Duration
88-16/32...  9.821  10.168  10.668  11.086  11.313 Yield to Maturity (%)
              6.66    5.56    4.48    3.86    3.58 Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.


<PAGE>

                                Table 15 (cont.)

                 Weighted Average Life, First Principal Payment
                    Date, Last Principal Payment Date, Yield
                     and Duration of Class E-2 Certificates
                     at Various Assumed Prices and Mortgage
                      Loan Default Rates and Assuming LIBOR
                         Increases 3% and No Extensions*

                             20% Annual Default Rate
                             -----------------------
Price (%)      0%     5%      10%     15%     18%
- ---------      --     --      ---     ---     ---
              7.36    5.33    4.62    4.13    3.90 Weighted Average Life (years)
             11/96   11/96   11/96   11/96   11/96 First Principal Payment Date
             04/07   08/03   04/02   08/01   04/01 Last Principal Payment Date

82-16/32... 11.788  12.730  13.281  13.781  14.056 Yield to Maturity (%)
              4.89    3.92    3.51    3.20    3.05 Duration
83......... 11.666  12.577  13.111  13.594  13.860 Yield to Maturity (%)
              4.90    3.93    3.51    3.20    3.06 Duration
83-16/32... 11.545  12.425  12.941  13.408  13.665 Yield to Maturity (%)
              4.92    3.94    3.52    3.21    3.06 Duration
84......... 11.424  12.275  12.773  13.224  13.471 Yield to Maturity (%)
              4.93    3.94    3.52    3.21    3.07 Duration
84-16/32... 11.305  12.126  12.606  13.041  13.279 Yield to Maturity (%)
              4.94    3.95    3.53    3.22    3.07 Duration
85......... 11.186  11.978  12.440  12.859  13.089 Yield to Maturity (%)
              4.95    3.96    3.54    3.23    3.08 Duration
85-16/32... 11.069  11.831  12.276  12.679  12.900 Yield to Maturity (%)
              4.96    3.97    3.54    3.23    3.08 Duration
86......... 10.953  11.685  12.113  12.500  12.712 Yield to Maturity (%)
              4.97    3.97    3.55    3.24    3.09 Duration
86-16/32... 10.837  11.540  11.951  12.322  12.526 Yield to Maturity (%)
              4.99    3.98    3.56    3.24    3.09 Duration
87......... 10.722  11.397  11.790  12.146  12.341 Yield to Maturity (%)
              5.00    3.99    3.56    3.25    3.10 Duration
87-16/32... 10.609  11.254  11.630  11.971  12.158 Yield to Maturity (%)
              5.01    3.99    3.57    3.25    3.10 Duration
88......... 10.496  11.113  11.472  11.797  11.976 Yield to Maturity (%)
              5.02    4.00    3.57    3.26    3.11 Duration
88-16/32... 10.384  10.972  11.315  11.625  11.795 Yield to Maturity (%)
              5.03    4.01    3.58    3.26    3.11 Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.


<PAGE>

                                Table 15 (cont.)

                 Weighted Average Life, First Principal Payment
                    Date, Last Principal Payment Date, Yield
                     and Duration of Class E-2 Certificates
                     at Various Assumed Prices and Mortgage
                      Loan Default Rates and Assuming LIBOR
                         Increases 3% and No Extensions*

                             30% Annual Default Rate
                             -----------------------
Price (%)     0%     5%      10%     15%     18%
- ---------     --     --      ---     ---     ---
            4.64     4.20    3.86    3.59    3.44  Weighted Average Life (years)
           11/96    11/96   11/96   11/96   11/96  First Principal Payment Date
           04/02    09/01   03/01   11/00   09/00  Last Principal Payment Date

82-16/32...13.264  13.703  14.102  14.481  14.724  Yield to Maturity (%)
             3.52    3.24    3.03    2.85    2.74  Duration
83.........13.094  13.518  13.904  14.271  14.506  Yield to Maturity (%)
             3.52    3.25    3.03    2.85    2.75  Duration
83-16/32...12.925  13.335  13.708  14.062  14.289  Yield to Maturity (%)
             3.53    3.25    3.04    2.86    2.75  Duration
84.........12.757  13.153  13.513  13.855  14.074  Yield to Maturity (%)
             3.54    3.26    3.04    2.86    2.76  Duration
84-16/32...12.591  12.973  13.319  13.649  13.860  Yield to Maturity (%)
             3.54    3.27    3.05    2.87    2.76  Duration
85.........12.426  12.793  13.127  13.445  13.648  Yield to Maturity (%)
             3.55    3.27    3.05    2.87    2.77  Duration
85-16/32...12.262  12.616  12.937  13.243  13.438  Yield to Maturity (%)
             3.56    3.28    3.06    2.88    2.77  Duration
86.........12.099  12.439  12.748  13.041  13.229  Yield to Maturity (%)
             3.56    3.28    3.06    2.88    2.77  Duration
86-16/32...11.938  12.264  12.560  12.842  13.022  Yield to Maturity (%)
             3.57    3.29    3.07    2.89    2.78  Duration
87.........11.778  12.090  12.374  12.644  12.816  Yield to Maturity (%)
             3.57    3.29    3.07    2.89    2.78  Duration
87-16/32...11.619  11.918  12.189  12.447  12.612  Yield to Maturity (%)
             3.58    3.30    3.08    2.90    2.79  Duration
88.........11.461  11.746  12.006  12.252  12.409  Yield to Maturity (%)
             3.59    3.30    3.08    2.90    2.79  Duration
88-16/32...11.304  11.576  11.823  12.058  12.208  Yield to Maturity (%)
             3.59    3.31    3.09    2.90    2.80  Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.



<PAGE>

                                Table 15 (cont.)

                 Weighted Average Life, First Principal Payment
                    Date, Last Principal Payment Date, Yield
                     and Duration of Class E-2 Certificates
                     at Various Assumed Prices and Mortgage
                      Loan Default Rates and Assuming LIBOR
                         Increases 3% and No Extensions*

                             40% Annual Default Rate
                             -----------------------
Price (%)      0%     5%      10%     15%     18%
- ---------      --     --      ---     ---     ---
              3.86    3.60    3.38    3.18    3.07 Weighted Average Life (years)
             11/96   11/96   11/96   11/96   11/96 First Principal Payment Date
             04/01   11/00   08/00   05/00   04/00 Last Principal Payment Date

82-16/32... 14.105  14.476  14.823  15.195  15.424 Yield to Maturity (%)
              3.03    2.85    2.70    2.56    2.48 Duration
83......... 13.907  14.266  14.601  14.960  15.182 Yield to Maturity (%)
              3.03    2.85    2.71    2.56    2.48 Duration
83-16/32... 13.711  14.057  14.381  14.728  14.942 Yield to Maturity (%)
              3.04    2.86    2.71    2.57    2.49 Duration
84......... 13.516  13.850  14.163  14.498  14.704 Yield to Maturity (%)
              3.04    2.86    2.72    2.57    2.49 Duration
84-16/32... 13.322  13.644  13.946  14.269  14.468 Yield to Maturity (%)
              3.05    2.87    2.72    2.58    2.50 Duration
85......... 13.130  13.440  13.731  14.042  14.234 Yield to Maturity (%)
              3.05    2.87    2.72    2.58    2.50 Duration
85-16/32... 12.940  13.238  13.518  13.816  14.001 Yield to Maturity (%)
              3.06    2.88    2.73    2.59    2.50 Duration
86......... 12.751  13.037  13.306  13.593  13.770 Yield to Maturity (%)
              3.06    2.88    2.73    2.59    2.51 Duration
86-16/32... 12.563  12.838  13.095  13.371  13.541 Yield to Maturity (%)
              3.07    2.89    2.74    2.59    2.51 Duration
87......... 12.376  12.640  12.887  13.150  13.313 Yield to Maturity (%)
              3.07    2.89    2.74    2.60    2.52 Duration
87-16/32... 12.191  12.443  12.679  12.932  13.087 Yield to Maturity (%)
              3.08    2.90    2.75    2.60    2.52 Duration
88......... 12.008  12.248  12.474  12.714  12.863 Yield to Maturity (%)
              3.08    2.90    2.75    2.61    2.52 Duration
88-16/32... 11.825  12.055  12.269  12.499  12.641 Yield to Maturity (%)
              3.09    2.91    2.76    2.61    2.53 Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.


<PAGE>

                                    Table 16

              Weighted Average Life, First Principal Payment Date,
                     Last Principal Payment Date, Yield and
                      Duration of Class E-2 Certificates at
                    Various Assumed Prices and Mortgage Loan
                   Default Rates and Assuming Unchanged LIBOR
                         and 3-Year Balloon Extensions*

                             10% Annual Default Rate
                             -----------------------
Price (%)     0%      5%      10%     15%     18%
- ---------     --      --      ---     ---     ---
             8.49    6.82    5.89    5.37    5.08  Weighted Average Life (years)
            11/96   11/96   11/96   11/96   11/96  First Principal Payment Date
            04/09   01/06   02/04   04/03   11/02  Last Principal Payment Date

82-16/32... 11.643  12.092  12.488  12.779  12.978 Yield to Maturity (%)
              4.99    4.48    4.10    3.85    3.70 Duration
83......... 11.523  11.958  12.341  12.623  12.816 Yield to Maturity (%)
              5.01    4.49    4.11    3.86    3.71 Duration
83-16/32... 11.404  11.825  12.197  12.469  12.656 Yield to Maturity (%)
              5.03    4.51    4.12    3.87    3.72 Duration
84......... 11.286  11.694  12.053  12.316  12.496 Yield to Maturity (%)
              5.04    4.52    4.13    3.88    3.72 Duration
84-16/32... 11.170  11.564  11.910  12.165  12.338 Yield to Maturity (%)
              5.06    4.53    4.14    3.89    3.73 Duration
85......... 11.055  11.435  11.769  12.014  12.182 Yield to Maturity (%)
              5.08    4.55    4.15    3.90    3.74 Duration
85-16/32... 10.940  11.307  11.629  11.865  12.026 Yield to Maturity (%)
              5.10    4.56    4.16    3.91    3.75 Duration
86......... 10.827  11.180  11.490  11.717  11.872 Yield to Maturity (%)
              5.12    4.57    4.17    3.92    3.76 Duration
86-16/32... 10.715  11.055  11.352  11.570  11.719 Yield to Maturity (%)
              5.14    4.59    4.18    3.93    3.77 Duration
87......... 10.604  10.930  11.216  11.425  11.568 Yield to Maturity (%)
              5.16    4.60    4.19    3.93    3.77 Duration
87-16/32... 10.494  10.807  11.080  11.280  11.417 Yield to Maturity (%)
              5.18    4.61    4.20    3.94    3.78 Duration
88......... 10.385  10.684  10.946  11.137  11.268 Yield to Maturity (%)
              5.20    4.63    4.21    3.95    3.79 Duration
88-16/32... 10.277  10.563  10.812  10.995  11.119 Yield to Maturity (%)
              5.22    4.64    4.22    3.96    3.80 Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.


<PAGE>

                                Table 16 (cont.)

              Weighted Average Life, First Principal Payment Date,
                     Last Principal Payment Date, Yield and
                      Duration of Class E-2 Certificates at
                    Various Assumed Prices and Mortgage Loan
                   Default Rates and Assuming Unchanged LIBOR
                         and 3-Year Balloon Extensions*

                             20% Annual Default Rate
                             -----------------------
Price (%)     0%      5%      10%     15%     18%
- ---------     --      --      ---     ---     ---
             6.58     5.44    4.97    4.52    4.27 Weighted Average Life (years)
            11/96    11/96   11/96   11/96   11/96 First Principal Payment Date
            04/06    07/03   10/02   04/02   12/01 Last Principal Payment Date

82-16/32... 12.173  12.753  12.069  13.443  13.692 Yield to Maturity (%)
              4.39    3.87    3.63    3.38    3.23 Duration
83......... 12.037  12.598  13.904  13.266  13.507 Yield to Maturity (%)
              4.40    3.88    3.64    3.39    3.24 Duration
83-16/32... 11.902  12.444  12.740  13.090  13.323 Yield to Maturity (%)
              4.42    3.89    3.65    3.39    3.25 Duration
84......... 11.768  12.292  12.578  12.916  13.140 Yield to Maturity (%)
              4.43    3.90    3.65    3.40    3.25 Duration
84-16/32... 11.635  12.141  12.417  12.743  12.960 Yield to Maturity (%)
              4.44    3.91    3.66    3.41    3.26 Duration
85......... 11.504  11.991  12.257  12.571  12.780 Yield to Maturity (%)
              4.46    3.92    3.67    3.42    3.27 Duration
85-16/32... 11.373  11.843  12.099  12.401  12.602 Yield to Maturity (%)
              4.47    3.92    3.68    3.42    3.27 Duration
86......... 11.244  11.696  11.942  12.232  12.425 Yield to Maturity (%)
              4.48    3.93    3.69    3.43    3.28 Duration
86-16/32... 11.116  11.550  11.786  12.065  12.250 Yield to Maturity (%)
              4.50    3.94    3.70    3.44    3.29 Duration
87......... 10.989  11.405  11.631  11.899  12.076 Yield to Maturity (%)
              4.51    3.95    3.70    3.45    3.29 Duration
87-16/32... 10.863  11.261  11.478  11.734  11.904 Yield to Maturity (%)
              4.52    3.96    3.71    3.45    3.30 Duration
88......... 10.738  11.118  11.326  11.570  11.732 Yield to Maturity (%)
              4.53    3.97    3.72    3.46    3.31 Duration
88-16/32... 10.614  10.977  11.175  11.408  11.562 Yield to Maturity (%)
              4.55    3.98    3.73    3.47    3.31 Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.


<PAGE>

                                Table 16 (cont.)

              Weighted Average Life, First Principal Payment Date,
                     Last Principal Payment Date, Yield and
                      Duration of Class E-2 Certificates at
                    Various Assumed Prices and Mortgage Loan
                   Default Rates and Assuming Unchanged LIBOR
                         and 3-Year Balloon Extensions*

                             30% Annual Default Rate
                             -----------------------
Price (%)     0%      5%      10%     15%     18%
- ---------     --      --      ---     ---     ---
             5.89    4.54    4.14    3.82    3.65  Weighted Average Life (years)
            11/96   11/96   11/96   11/96   11/96  First Principal Payment Date
            03/05   05/02   10/01   05/01   02/01  Last Principal Payment Date

82-16/32... 12.406  13.435  13.836  14.219  14.463 Yield to Maturity (%)
              4.17    3.38    3.15    2.95    2.84 Duration
83......... 12.263  13.258  13.645  14.016  14.252 Yield to Maturity (%)
              4.18    3.39    3.16    2.96    2.85 Duration
83-16/32... 12.121  13.082  13.457  13.815  14.043 Yield to Maturity (%)
              4.20    3.40    3.16    2.97    2.85 Duration
84......... 11.980  12.908  13.270  13.615  13.836 Yield to Maturity (%)
              4.21    3.40    3.17    2.97    2.86 Duration
84-16/32... 11.840  12.735  13.084  13.417  13.630 Yield to Maturity (%)
              4.22    3.41    3.18    2.98    2.86 Duration
85......... 11.701  12.564  12.900  13.221  13.426 Yield to Maturity (%)
              4.23    3.42    3.18    2.98    2.87 Duration
85-16/32... 11.564  12.394  12.717  13.026  13.223 Yield to Maturity (%)
              4.24    3.43    3.19    2.99    2.88 Duration
86......... 11.427  12.225  12.536  12.833  13.022 Yield to Maturity (%)
              4.25    3.44    3.20    3.00    2.88 Duration
86-16/32... 11.292  12.058  12.356  12.641  12.823 Yield to Maturity (%)
              4.26    3.44    3.20    3.00    2.89 Duration
87......... 11.158  11.892  12.178  12.451  12.625 Yield to Maturity (%)
              4.27    3.45    3.21    3.01    2.89 Duration
87-16/32... 11.025  11.727  12.000  12.262  12.428 Yield to Maturity (%)
              4.28    3.46    3.22    3.02    2.90 Duration
88......... 10.893  11.563  11.825  12.074  12.233 Yield to Maturity (%)
              4.29    3.46    3.22    3.02    2.90 Duration
88-16/32... 10.762  11.401  11.650  11.888  12.040 Yield to Maturity (%)
              4.30    3.47    3.23    3.03    2.91 Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.


<PAGE>

                                Table 16 (cont.)

              Weighted Average Life, First Principal Payment Date,
                     Last Principal Payment Date, Yield and
                      Duration of Class E-2 Certificates at
                    Various Assumed Prices and Mortgage Loan
                   Default Rates and Assuming Unchanged LIBOR
                         and 3-Year Balloon Extensions*

                             40% Annual Default Rate
                             -----------------------
Price (%)     0%      5%      10%     15%    18%
- ---------     --      --      ---     ---    ---
              8.14    4.04    3.52    3.28    3.15 Weighted Average Life (years)
             11/96   11/96   11/96   11/96   11/96 First Principal Payment Date
             03/15   12/01   01/01   09/00   07/00 Last Principal Payment Date

82-16/32... 11.656  13.942  14.665  15.064  15.313  Yield to Maturity (%)
              4.97    3.09    2.75    2.59    2.51  Duration
83......... 11.536  13.748  14.447  14.833  15.074  Yield to Maturity (%)
              4.99    3.10    2.76    2.60    2.51  Duration
83-16/32... 11.417  13.556  14.231  14.604  14.837  Yield to Maturity (%)
              5.01    3.10    2.76    2.61    2.52  Duration
84......... 11.299  13.365  14.017  14.377  14.602  Yield to Maturity (%)
              5.03    3.11    2.77    2.61    2.52  Duration
84-16/32... 11.182  13.176  13.805  14.152  14.368  Yield to Maturity (%)
              5.05    3.12    2.78    2.62    2.53  Duration
85......... 11.066  12.989  13.594  13.928  14.137  Yield to Maturity (%)
              5.07    3.12    2.78    2.62    2.53  Duration
85-16/32... 10.951  12.802  13.385  13.707  13.907  Yield to Maturity (%)
              5.08    3.13    2.79    2.63    2.54  Duration
86......... 10.838  12.618  13.177  13.486  13.679  Yield to Maturity (%)
              5.10    3.14    2.79    2.63    2.54  Duration
86-16/32... 10.725  12.434  12.971  13.268  13.453  Yield to Maturity (%)
              5.12    3.14    2.80    2.64    2.55  Duration
87......... 10.614  12.253  12.767  13.051  13.228  Yield to Maturity (%)
              5.14    3.15    2.80    2.64    2.55  Duration
87-16/32... 10.503  12.072  12.564  12.836  13.006  Yield to Maturity (%)
              5.16    3.16    2.81    2.65    2.56  Duration
88......... 10.394  11.893  12.363  12.623  12.785  Yield to Maturity (%)
              5.18    3.16    2.81    2.65    2.56  Duration
88-16/32... 10.285  11.716  12.164  12.411  12.565  Yield to Maturity (%)
              5.19    3.17    2.82    2.66    2.57  Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.


<PAGE>

                                    Table 17

              Weighted Average Life, First Principal Payment Date,
                     Last Principal Payment Date, Yield and
                  Duration of Class E-2 Certificates at Various
                 Assumed Prices and Mortgage Loan Default Rates
                   and Assuming LIBOR Decreases 1% and 3-Year
                               Balloon Extensions*

                             10% Annual Default Rate
                             -----------------------
Price (%)    0%      5%      10%      15%     18%
- ---------    --      --      ---      ---     ---
             7.56    6.34    5.65    5.20    4.93  Weighted Average Life (years)
            11/96   11/96   11/96   11/96   11/96  First Principal Payment Date
            06/08   08/05   12/03   03/03   10/02  Last Principal Payment Date

82-16/32....11.970  12.345  12.663  12.927  13.116 Yield to Maturity (%)
              4.55    4.20    3.93    3.72    3.59 Duration
83..........11.838  12.203  12.510  12.766  12.950 Yield to Maturity (%)
              4.57    4.21    3.94    3.73    3.60 Duration
83-16/32....11.708  12.061  12.359  12.607  12.784 Yield to Maturity (%)
              4.59    4.22    3.95    3.74    3.61 Duration
84..........11.579  11.921  12.209  12.449  12.620 Yield to Maturity (%)
              4.61    4.24    3.96    3.75    3.62 Duration
84-16/32....11.452  11.783  12.061  12.292  12.457 Yield to Maturity (%)
              4.62    4.25    3.97    3.76    3.62 Duration
85..........11.325  11.645  11.914  12.136  12.296 Yield to Maturity (%)
              4.64    4.26    3.98    3.77    3.63 Duration
85-16/32....11.200  11.509  11.768  11.982  12.136 Yield to Maturity (%)
              4.66    4.28    3.99    3.78    3.64 Duration
86..........11.076  11.374  11.623  11.829  11.977 Yield to Maturity (%)
              4.68    4.29    4.00    3.79    3.65 Duration
86-16/32....10.954  11.240  11.480  11.678  11.820 Yield to Maturity (%)
              4.70    4.30    4.02    3.80    3.66 Duration
87..........10.832  11.107  11.337  11.528  11.664 Yield to Maturity (%)
              4.72    4.32    4.03    3.81    3.67 Duration
87-16/32....10.712  10.976  11.196  11.378  11.509 Yield to Maturity (%)
              4.73    4.33    4.04    3.82    3.68 Duration
88..........10.592  10.845  11.056  11.230  11.355 Yield to Maturity (%)
              4.75    4.34    4.05    3.83    3.68 Duration
88-16/32....10.474  10.716  10.917  11.084  11.202 Yield to Maturity (%)
              4.77    4.36    4.06    3.84    3.69 Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.


<PAGE>

                                Table 17 (cont.)

              Weighted Average Life, First Principal Payment Date,
                     Last Principal Payment Date, Yield and
                  Duration of Class E-2 Certificates at Various
                 Assumed Prices and Mortgage Loan Default Rates
                   and Assuming LIBOR Decreases 1% and 3-Year
                               Balloon Extensions*

                             20% Annual Default Rate
                             -----------------------
Price (%)    0%      5%      10%     15%     18%
- ---------    --      --      ---     ---     ---
             6.09    5.21    4.80    4.39    4.16  Weighted Average Life (years)
            11/96   11/96   11/96   11/96   11/96  First Principal Payment Date
            08/05   06/03   09/02   03/02   11/01  Last Principal Payment Date

82-16/32... 12.451  12.944  13.233  13.596  13.836 Yield to Maturity (%)
              4.10    3.70    3.50    3.28    3.14 Duration
83......... 12.305  12.782  13.062  13.414  13.645 Yield to Maturity (%)
              4.11    3.71    3.51    3.29    3.15 Duration
83-16/32... 12.160  12.622  12.893  13.232  13.456 Yield to Maturity (%)
              4.13    3.72    3.52    3.29    3.16 Duration
84......... 12.017  12.463  12.725  13.053  13.269 Yield to Maturity (%)
              4.14    3.73    3.53    3.30    3.17 Duration
84-16/32... 11.875  12.305  12.558  12.875  13.083 Yield to Maturity (%)
              4.15    3.74    3.54    3.31    3.17 Duration
85......... 11.734  12.149  12.393  12.698  12.899 Yield to Maturity (%)
              4.16    3.75    3.55    3.32    3.18 Duration
85-16/32... 11.594  11.994  12.229  12.523  12.716 Yield to Maturity (%)
              4.18    3.76    3.56    3.32    3.19 Duration
86......... 11.456  11.841  12.066  12.349  12.535 Yield to Maturity (%)
              4.19    3.77    3.56    3.33    3.19 Duration
86-16/32... 11.319  11.688  11.905  12.176  12.355 Yield to Maturity (%)
              4.20    3.78    3.57    3.34    3.20 Duration
87......... 11.183  11.537  11.745  12.005  12.176 Yield to Maturity (%)
              4.21    3.79    3.58    3.35    3.21 Duration
87-16/32... 11.048  11.388  11.587  11.835  11.999 Yield to Maturity (%)
              4.23    3.80    3.59    3.35    3.21 Duration
88......... 10.914  11.239  11.429  11.667  11.823 Yield to Maturity (%)
              4.24    3.81    3.60    3.36    3.22 Duration
88-16/32... 10.782  11.092  11.273  11.500  11.649 Yield to Maturity (%)
              4.25    3.82    3.61    3.37    3.23 Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.


<PAGE>

                                Table 17 (cont.)

              Weighted Average Life, First Principal Payment Date,
                     Last Principal Payment Date, Yield and
                  Duration of Class E-2 Certificates at Various
                 Assumed Prices and Mortgage Loan Default Rates
                   and Assuming LIBOR Decreases 1% and 3-Year
                               Balloon Extensions

                             30% Annual Default Rate
                             -----------------------
Price (%)    0%      5%      10%     15%     18%
- ---------    --      --      ---     ---     ---
             5.55    4.39    4.02    3.73    3.56  Weighted Average Life (years)
            11/96   11/96   11/96   11/96   11/96  First Principal Payment Date
            06/04   04/02   09/01   04/01   01/01  Last Principal Payment Date

82-16/32... 12.646  13.616  14.000  14.370  14.613 Yield to Maturity (%)
              3.94    3.26    3.05    2.88    2.77 Duration
83......... 12.494  13.432  13.804  14.162  14.396 Yield to Maturity (%)
              3.95    3.27    3.06    2.88    2.78 Duration
83-16/32... 12.344  13.250  13.610  13.956  14.182 Yield to Maturity (%)
              3.97    3.28    3.07    2.89    2.78 Duration
84......... 12.195  13.069  13.417  13.751  13.969 Yield to Maturity (%)
              3.98    3.29    3.08    2.90    2.79 Duration
84-16/32... 12.047  12.890  13.226  13.548  13.758 Yield to Maturity (%)
              3.99    3.29    3.08    2.90    2.80 Duration
85......... 11.900  12.713  13.036  13.346  13.549 Yield to Maturity (%)
              4.00    3.30    3.09    2.91    2.80 Duration
85-16/32... 11.755  12.537  12.848  13.146  13.342 Yield to Maturity (%)
              4.01    3.31    3.10    2.92    2.81 Duration
86......... 11.610  12.362  12.661  12.948  13.136 Yield to Maturity (%)
              4.02    3.32    3.10    2.92    2.81 Duration
86-16/32... 11.468  12.189  12.476  12.751  12.931 Yield to Maturity (%)
              4.03    3.33    3.11    2.93    2.82 Duration
87......... 11.326  12.017  12.292  12.556  12.729 Yield to Maturity (%)
              4.04    3.33    3.12    2.93    2.82 Duration
87-16/32... 11.185  11.847  12.110  12.363  12.527 Yield to Maturity (%)
              4.05    3.34    3.12    2.94    2.83 Duration
88......... 11.046  11.678  11.929  12.170  12.328 Yield to Maturity (%)
              4.06    3.35    3.13    2.95    2.84 Duration
88-16/32... 10.907  11.510  11.749  11.980  12.130 Yield to Maturity (%)
              4.07    3.36    3.14    2.95    2.84 Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.


<PAGE>

                                Table 17 (cont.)

              Weighted Average Life, First Principal Payment Date,
                     Last Principal Payment Date, Yield and
                  Duration of Class E-2 Certificates at Various
                 Assumed Prices and Mortgage Loan Default Rates
                   and Assuming LIBOR Decreases 1% and 3-Year
                               Balloon Extensions

                             40% Annual Default Rate
                             -----------------------
Price (%)     0%      5%      10%     15%     18%
- ---------     --      --      ---     ---     ---
             6.79    3.90    3.43    3.21    3.08  Weighted Average Life (years)
            11/96   11/96   11/96   11/96   11/96  First Principal Payment Date
            03/11   10/01   12/00   08/00   06/00  Last Principal Payment Date

82-16/32... 12.079  14.153  14.835  15.221  15.467 Yield to Maturity (%)
              4.46    2.98    2.68    2.53    2.45 Duration
83......... 11.945  13.952  14.611  14.985  15.223 Yield to Maturity (%)
              4.48    2.98    2.68    2.54    2.45 Duration
83-16/32... 11.812  13.752  14.389  14.750  14.980 Yield to Maturity (%)
              4.49    2.99    2.69    2.54    2.46 Duration
84......... 11.680  13.554  14.169  14.518  14.740 Yield to Maturity (%)
              4.51    3.00    2.70    2.55    2.47 Duration
84-16/32... 11.550  13.358  13.951  14.287  14.501 Yield to Maturity (%)
              4.52    3.00    2.70    2.56    2.47 Duration
85......... 11.421  13.163  13.735  14.058  14.264 Yield to Maturity (%)
              4.54    3.01    2.71    2.56    2.48 Duration
85-16/32... 11.293  12.970  13.520  13.831  14.029 Yield to Maturity (%)
              4.55    3.02    2.71    2.57    2.48 Duration
86......... 11.166  12.778  13.307  13.606  13.796 Yield to Maturity (%)
              4.57    3.02    2.72    2.57    2.49 Duration
86-16/32... 11.040  12.588  13.095  13.382  13.565 Yield to Maturity (%)
              4.59    3.03    2.72    2.58    2.49 Duration
87......... 10.916  12.400  12.886  13.160  13.336 Yield to Maturity (%)
              4.60    3.04    2.73    2.58    2.50 Duration
87-16/32... 10.792  12.213  12.678  12.940  13.108 Yield to Maturity (%)
              4.62    3.04    2.74    2.59    2.50 Duration
88......... 10.670  12.027  12.471  12.722  12.882 Yield to Maturity (%)
              4.63    3.05    2.74    2.59    2.51 Duration
88-16/32... 10.549  11.843  12.266  12.505  12.658 Yield to Maturity (%)
              4.64    3.06    2.75    2.60    2.51 Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.


<PAGE>

                                    Table 18

              Weighted Average Life, First Principal Payment Date,
                     Last Principal Payment Date, Yield and
                  Duration of Class E-2 Certificates at Various
                 Assumed Prices and Mortgage Loan Default Rates
                   and Assuming LIBOR Increases 1% and 3-Year
                               Balloon Extensions*

                             10% Annual Default Rate
                             -----------------------
Price (%)     0%      5%      10%     15%     18%
- ---------     --      --      ---     ---     ---
             9.49    7.35    6.14    5.55    5.23  Weighted Average Life (years)
            11/96   11/96   11/96   11/96   11/96  First Principal Payment Date
            03/10   07/06   04/04   06/03   12/02  Last Principal Payment Date

82-16/32... 11.352  11.850  12.320  12.636  12.844 Yield to Maturity (%)
              5.45    4.78    4.27    3.98    3.81 Duration
83......... 11.242  11.725  12.180  12.485  12.687 Yield to Maturity (%)
              5.47    4.79    4.28    3.99    3.82 Duration
83-16/32... 11.133  11.601  12.041  12.336  12.531 Yield to Maturity (%)
              5.49    4.81    4.29    4.00    3.83 Duration
84......... 11.026  11.478  11.903  12.188  12.377 Yield to Maturity (%)
              5.51    4.82    4.30    4.01    3.84 Duration
84-16/32... 10.919  11.356  11.766  12.042  12.223 Yield to Maturity (%)
              5.53    4.84    4.31    4.02    3.84 Duration
85......... 10.814  11.235  11.631  11.896  12.071 Yield to Maturity (%)
              5.55    4.85    4.32    4.03    3.85 Duration
85-16/32... 10.709  11.115  11.496  11.752  11.920 Yield to Maturity (%)
              5.57    4.86    4.33    4.04    3.86 Duration
86......... 10.605  10.996  11.363  11.608  11.770 Yield to Maturity (%)
              5.59    4.88    4.34    4.05    3.87 Duration
86-16/32... 10.503  10.878  11.231  11.466  11.622 Yield to Maturity (%)
              5.61    4.89    4.35    4.05    3.88 Duration
87......... 10.401  10.762  11.099  11.325  11.474 Yield to Maturity (%)
              5.63    4.90    4.36    4.06    3.88 Duration
87-16/32... 10.300  10.646  10.969  11.185  11.328 Yield to Maturity (%)
              5.65    4.92    4.37    4.07    3.89 Duration
88......... 10.200  10.531  10.840  11.047  11.183 Yield to Maturity (%)
              5.67    4.93    4.38    4.08    3.90 Duration
88-16/32... 10.101  10.417  10.712  10.909  11.039 Yield to Maturity (%)
              5.69    4.94    4.39    4.09    3.91 Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.


<PAGE>

                                Table 18 (cont.)

              Weighted Average Life, First Principal Payment Date,
                     Last Principal Payment Date, Yield and
                  Duration of Class E-2 Certificates at Various
                 Assumed Prices and Mortgage Loan Default Rates
                   and Assuming LIBOR Increases 1% and 3-Year
                               Balloon Extensions*

                             20% Annual Default Rate
                             -----------------------
Price (%)     0%      5%      10%     15%     18%
- ---------     --      --      ---     ---     ---
             7.16    5.68    5.14    4.65    4.38  Weighted Average Life (years)
            11/96   11/96   11/96   11/96   11/96  First Principal Payment Date
            01/07   09/03   11/02   05/02   12/01  Last Principal Payment Date

82-16/32... 11.898  12.571  12.911  13.295  13.553 Yield to Maturity (%)
              4.72    4.03    3.76    3.48    3.32 Duration
83......... 11.771  12.423  12.752  13.123  13.373 Yield to Maturity (%)
              4.74    4.04    3.76    3.49    3.33 Duration
83-16/32... 11.645  12.276  12.593  12.953  13.194 Yield to Maturity (%)
              4.75    4.05    3.77    3.50    3.33 Duration
84......... 11.520  12.130  12.437  12.783  13.016 Yield to Maturity (%)
              4.76    4.06    3.78    3.50    3.34 Duration
84-16/32... 11.397  11.985  12.281  12.616  12.840 Yield to Maturity (%)
              4.78    4.07    3.79    3.51    3.35 Duration
85......... 11.275  11.841  12.127  12.449  12.665 Yield to Maturity (%)
              4.79    4.08    3.80    3.52    3.35 Duration
85-16/32... 11.153  11.699  11.973  12.284  12.492 Yield to Maturity (%)
              4.80    4.09    3.81    3.53    3.36 Duration
86......... 11.033  11.558  11.822  12.120  12.320 Yield to Maturity (%)
              4.82    4.10    3.81    3.53    3.37 Duration
86-16/32... 10.913  11.417  11.671  11.957  12.149 Yield to Maturity (%)
              4.83    4.11    3.82    3.54    3.37 Duration
87......... 10.795  11.278  11.521  11.796  11.979 Yield to Maturity (%)
              4.84    4.12    3.83    3.55    3.38 Duration
87-16/32... 10.678  11.140  11.373  11.635  11.811 Yield to Maturity (%)
              4.85    4.13    3.84    3.55    3.39 Duration
88......... 10.561  11.004  11.226  11.476  11.644 Yield to Maturity (%)
              4.87    4.14    3.85    3.56    3.39 Duration
88-16/32... 10.446  10.868  11.080  11.319  11.479 Yield to Maturity (%)
              4.88    4.15    3.85    3.57    3.40 Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.


<PAGE>

                                Table 18 (cont.)

              Weighted Average Life, First Principal Payment Date,
                     Last Principal Payment Date, Yield and
                  Duration of Class E-2 Certificates at Various
                 Assumed Prices and Mortgage Loan Default Rates
                   and Assuming LIBOR Increases 1% and 3-Year
                               Balloon Extensions*

                             30% Annual Default Rate
                             -----------------------
Price (%)      0%      5%      10%     15%     18%
- ---------      --      --      ---     ---     ---
             6.29    4.70    4.27    3.92    3.73  Weighted Average Life (years)
            11/96   11/96   11/96   11/96   11/96  First Principal Payment Date
            01/06   06/02   11/01   05/01   03/01  Last Principal Payment Date

82-16/32... 12.158  13.261  13.676  14.069  14.320 Yield to Maturity (%)
              4.44    3.50    3.25    3.03    2.91 Duration
83......... 12.023  13.090  13.491  13.872  14.114 Yield to Maturity (%)
              4.45    3.51    3.25    3.04    2.92 Duration
83-16/32... 11.889  12.921  13.308  13.676  13.910 Yield to Maturity (%)
              4.46    3.52    3.26    3.05    2.92 Duration
84......... 11.756  12.752  13.126  13.482  13.707 Yield to Maturity (%)
              4.47    3.53    3.27    3.05    2.93 Duration
84-16/32... 11.625  12.585  12.946  13.289  13.507 Yield to Maturity (%)
              4.48    3.53    3.27    3.06    2.93 Duration
85......... 11.494  12.420  12.767  13.097  13.307 Yield to Maturity (%)
              4.50    3.54    3.28    3.06    2.94 Duration
85-16/32... 11.365  12.256  12.590  12.907  13.109 Yield to Maturity (%)
              4.51    3.55    3.29    3.07    2.95 Duration
86......... 11.237  12.093  12.414  12.719  12.913 Yield to Maturity (%)
              4.52    3.56    3.29    3.08    2.95 Duration
86-16/32... 11.110  11.931  12.239  12.532  12.718 Yield to Maturity (%)
              4.53    3.56    3.30    3.08    2.96 Duration
87......... 10.983  11.771  12.066  12.347  12.525 Yield to Maturity (%)
              4.54    3.57    3.30    3.09    2.96 Duration
87-16/32... 10.858  11.611  11.894  12.163  12.333 Yield to Maturity (%)
              4.55    3.58    3.31    3.09    2.97 Duration
88......... 10.734  11.453  11.724  11.980  12.143 Yield to Maturity (%)
              4.56    3.58    3.32    3.10    2.97 Duration
88-16/32... 10.611  11.297  11.554  11.798  11.954 Yield to Maturity (%)
              4.57    3.59    3.32    3.10    2.98 Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.


<PAGE>

                                Table 18 (cont.)

              Weighted Average Life, First Principal Payment Date,
                     Last Principal Payment Date, Yield and
                  Duration of Class E-2 Certificates at Various
                 Assumed Prices and Mortgage Loan Default Rates
                   and Assuming LIBOR Increases 1% and 3-Year
                               Balloon Extensions*

                             40% Annual Default Rate
                             -----------------------
Price (%)      0%      5%      10%     15%    18%
- ---------      --      --      ---     ---    ---
               N/A    4.20    3.61    3.36    3.22 Weighted Average Life (years)
             11/96   11/96   11/96   11/96   11/96 First Principal Payment Date
             11.8*   02/02   01/01   09/00   07/00 Last Principal Payment Date

82-16/32... 11.032  13.738  14.496  14.907  15.161 Yield to Maturity (%)
              5.53    3.21    2.83    2.66    2.56 Duration
83......... 10.924  13.551  14.284  14.682  14.927 Yield to Maturity (%)
              5.55    3.21    2.84    2.66    2.57 Duration
83-16/32... 10.817  13.366  14.074  14.459  14.695 Yield to Maturity (%)
              5.57    3.22    2.84    2.67    2.57 Duration
84......... 10.711  13.182  13.866  14.237  14.465 Yield to Maturity (%)
              5.60    3.23    2.85    2.67    2.58 Duration
84-16/32... 10.606  13.000  13.659  14.017  14.237 Yield to Maturity (%)
              5.62    3.23    2.85    2.68    2.58 Duration
85......... 10.502  12.819  13.454  13.799  14.011 Yield to Maturity (%)
              5.64    3.24    2.86    2.69    2.59 Duration
85-16/32... 10.399  12.640  13.251  13.582  13.786 Yield to Maturity (%)
              5.67    3.25    2.86    2.69    2.59 Duration
86......... 10.297  12.462  13.049  13.367  13.563 Yield to Maturity (%)
              5.69    3.25    2.87    2.70    2.60 Duration
86-16/32... 10.196  12.285  12.848  13.154  13.342 Yield to Maturity (%)
              5.71    3.26    2.87    2.70    2.60 Duration
87......... 10.096  12.110  12.650  12.942  13.122 Yield to Maturity (%)
              5.74    3.27    2.88    2.71    2.61 Duration
87-16/32...  9.997  11.936  12.452  12.732  12.904 Yield to Maturity (%)
              5.76    3.27    2.89    2.71    2.61 Duration
88.........  9.899  11.763  12.256  12.524  12.688 Yield to Maturity (%)
              5.78    3.28    2.89    2.72    2.62 Duration
88-16/32....  9.802  11.592  12.062  12.317  12.473 Yield to Maturity (%)
              5.80    3.29    2.90    2.72    2.62 Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.


<PAGE>

                                    Table 19

              Weighted Average Life, First Principal Payment Date,
                     Last Principal Payment Date, Yield and
                  Duration of Class E-2 Certificates at Various
                 Assumed Prices and Mortgage Loan Default Rates
                   and Assuming LIBOR Increases 2% and 3-Year
                               Balloon Extensions*

                             10% Annual Default Rate
                             -----------------------
Price (%)      0%      5%      10%     15%     18%
- ---------      --      --      ---     ---     ---
            10.56    7.93     6.42    5.74    5.38 Weighted Average Life (years)
            11/96    11/96   11/96   11/96   11/96 First Principal Payment Date
            08/10    01/07   08/04   07/03   01/03 Last Principal Payment Date

82-16/32... 11.095  11.621  12.154  12.497  12.715 Yield to Maturity (%)
              5.94    5.11    4.46    4.12    3.93 Duration
83......... 10.995  11.504  12.019  12.351  12.562 Yield to Maturity (%)
              5.97    5.12    4.47    4.13    3.93 Duration
83-16/32... 10.895  11.388  11.886  12.207  12.411 Yield to Maturity (%)
              5.99    5.14    4.48    4.14    3.94 Duration
84......... 10.796  11.273  11.754  12.064  12.261 Yield to Maturity (%)
              6.01    5.15    4.49    4.14    3.95 Duration
84-16/32... 10.698  11.158  11.623  11.922  12.112 Yield to Maturity (%)
              6.03    5.16    4.50    4.15    3.96 Duration
85......... 10.601  11.045  11.493  11.781  11.964 Yield to Maturity (%)
              6.05    5.18    4.51    4.16    3.97 Duration
85-16/32... 10.505  10.933  11.364  11.641  11.817 Yield to Maturity (%)
              6.07    5.19    4.52    4.17    3.97 Duration
86......... 10.410  10.821  11.236  11.503  11.672 Yield to Maturity (%)
              6.09    5.20    4.53    4.18    3.98 Duration
86-16/32... 10.316  10.711  11.109  11.365  11.527 Yield to Maturity (%)
              6.11    5.22    4.54    4.19    3.99 Duration
87......... 10.222  10.601  10.983  11.229  11.384 Yield to Maturity (%)
              6.13    5.23    4.55    4.20    4.00 Duration
87-16/32... 10.130  10.493  10.858  11.093  11.242 Yield to Maturity (%)
              6.15    5.24    4.56    4.20    4.01 Duration
88......... 10.038  10.385  10.734  10.959  11.101 Yield to Maturity (%)
              6.17    5.26    4.57    4.21    4.01 Duration
88-16/32...  9.947  10.278  10.611  10.825  10.961 Yield to Maturity (%)
              6.19    5.27    4.58    4.22    4.02 Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.


<PAGE>

                                Table 19 (cont.)

              Weighted Average Life, First Principal Payment Date,
                     Last Principal Payment Date, Yield and
                  Duration of Class E-2 Certificates at Various
                 Assumed Prices and Mortgage Loan Default Rates
                   and Assuming LIBOR Increases 2% and 3-Year
                               Balloon Extensions*

                             20% Annual Default Rate
                             -----------------------
Price (%)      0%      5%      10%     15%     18%
- ---------      --      --      ---     ---     ---
             7.84     5.93    5.32    4.79    4.50 Weighted Average Life (years)
            11/96    11/96   11/96   11/96   11/96 First Principal Payment Date
            12/07    12/03   01/03   05/02   01/02 Last Principal Payment Date

82-16/32... 11.625  12.394  12.757  13.153  13.417 Yield to Maturity (%)
              5.10    4.21    3.89    3.59    3.41 Duration
83......... 11.508  12.252  12.603  12.986  13.241 Yield to Maturity (%)
              5.11    4.22    3.90    3.59    3.42 Duration
83-16/32... 11.392  12.111  12.450  12.821  13.067 Yield to Maturity (%)
              5.13    4.23    3.91    3.60    3.42 Duration
84......... 11.276  11.971  12.299  12.656  12.894 Yield to Maturity (%)
              5.14    4.24    3.91    3.61    3.43 Duration
84-16/32... 11.162  11.832  12.148  12.493  12.722 Yield to Maturity (%)
              5.15    4.25    3.92    3.62    3.44 Duration
85......... 11.048  11.695  11.999  12.332  12.552 Yield to Maturity (%)
              5.17    4.26    3.93    3.62    3.44 Duration
85-16/32... 10.936  11.558  11.851  12.171  12.383 Yield to Maturity (%)
              5.18    4.27    3.94    3.63    3.45 Duration
86......... 10.824  11.423  11.704  12.021  12.216 Yield to Maturity (%)
              5.20    4.28    3.95    3.64    3.46 Duration
86-16/32... 10.714  11.288  11.559  11.854  12.049 Yield to Maturity (%)
              5.21    4.29    3.95    3.64    3.46 Duration
87......... 10.604  11.155  11.414  11.697  11.884 Yield to Maturity (%)
              5.22    4.29    3.96    3.65    3.47 Duration
87-16/32... 10.495  11.023  11.271  11.541  11.721 Yield to Maturity (%)
              5.24    4.30    3.97    3.66    3.48 Duration
88......... 10.387  10.891  11.128  11.387  11.558 Yield to Maturity (%)
              5.25    4.31    3.98    3.66    3.48 Duration
88-16/32... 10.280  10.761  10.987  11.233  11.397 Yield to Maturity (%)
              5.26    4.32    3.98    3.67    3.49 Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.


<PAGE>

                                Table 19 (cont.)

              Weighted Average Life, First Principal Payment Date,
                     Last Principal Payment Date, Yield and
                  Duration of Class E-2 Certificates at Various
                 Assumed Prices and Mortgage Loan Default Rates
                   and Assuming LIBOR Increases 2% and 3-Year
                               Balloon Extensions*

                             30% Annual Default Rate
                             -----------------------
Price (%)    0%       5%      10%    15%     18%
- ---------    --       --      ---    ---     ---
            6.78     4.87     4.39   4.02    3.82  Weighted Average Life (years)
           11/96    11/96    11/96   11/96   11/96 First Principal Payment Date
           12/06    07/02    12/01   06/01   03/01 Last Principal Payment Date

82-16/32... 11.904  13.094  13.519  13.921  14.180 Yield to Maturity (%)
              4.74    3.63    3.35    3.12    2.98 Duration
83......... 11.778  12.928  13.340  13.729  13.979 Yield to Maturity (%)
              4.76    3.64    3.35    3.12    2.99 Duration
83-16/32... 11.653  12.765  13.162  13.538  13.780 Yield to Maturity (%)
              4.77    3.64    3.36    3.13    2.99 Duration
84......... 11.529  12.602  12.986  13.349  13.582 Yield to Maturity (%)
              4.78    3.65    3.37    3.13    3.00 Duration
84-16/32... 11.406  12.441  12.811  13.161  13.386 Yield to Maturity (%)
              4.79    3.66    3.37    3.14    3.01 Duration
85......... 11.284  12.281  12.638  12.975  13.192 Yield to Maturity (%)
              4.80    3.67    3.38    3.14    3.01 Duration
85-16/32... 11.162  12.123  12.466  12.790  12.998 Yield to Maturity (%)
              4.81    3.67    3.38    3.15    3.02 Duration
86......... 11.042  11.965  12.295  12.606  12.807 Yield to Maturity (%)
              4.82    3.68    3.39    3.16    3.02 Duration
86-16/32... 10.923  11.809  12.125  12.424  12.616 Yield to Maturity (%)
              4.83    3.69    3.40    3.16    3.03 Duration
87......... 10.805  11.654  11.957  12.244  12.428 Yield to Maturity (%)
              4.85    3.69    3.40    3.17    3.03 Duration
87-16/32... 10.688  11.500  11.790  12.064  12.240 Yield to Maturity (%)
              4.86    3.70    3.41    3.17    3.04 Duration
88......... 10.571  11.347  11.624  11.886  12.054 Yield to Maturity (%)
              4.87    3.71    3.42    3.18    3.04 Duration
88-16/32... 10.456  11.196  11.460  11.709  11.870 Yield to Maturity (%)
              4.88    3.71    3.42    3.18    3.05 Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.


<PAGE>

                                Table 19 (cont.)

              Weighted Average Life, First Principal Payment Date,
                     Last Principal Payment Date, Yield and
                  Duration of Class E-2 Certificates at Various
                 Assumed Prices and Mortgage Loan Default Rates
                   and Assuming LIBOR Increases 2% and 3-Year
                               Balloon Extensions*

                             40% Annual Default Rate
                             -----------------------
Price (%)      0%      5%      10%     15%     18%
- ---------      --      --      ---     ---     ---

             N/A     4.36    3.71    3.44    3.29  Weighted Average Life (years)
            11/96   11/96   11/96   11/96   11/96  First Principal Payment Date
            44.0%   04/02   02/01   10/00   08/00  Last Principal Payment Date

82-16/32... 10.031  13.535  14,436  14.755  15.013 Yield to Maturity (%)
              5.88    3.33    2.91    2.72    2.62 Duration
83.........  9.929  13.356  14.130  14.535  14.784 Yield to Maturity (%)
              5.91    3.34    2.91    2.73    2.63 Duration
83-16/32...  9.828  13.178  13.926  14.317  14.558 Yield to Maturity (%)
              5.93    3.35    2.92    2.73    2.63 Duration
84.........  9.728  13.001  13.723  14.101  14.333 Yield to Maturity (%)
              5.96    3.35    2.92    2.74    2.64 Duration
84-16/32...  9.630  12.825  13.522  13.886  14.110 Yield to Maturity (%)
              5.98    3.36    2.93    2.74    2.64 Duration
85.........  9.532  12.651  13.322  13.673  13.888 Yield to Maturity (%)
              6.00    3.37    2.93    2.75    2.65 Duration
85-16/32...  9.435  12.479  13.124  13.461  13.668 Yield to Maturity (%)
              6.03   13.37    2.94    2.75    2.65 Duration
86.........  9.339  12.307  12.927  13.251  13.450 Yield to Maturity (%)
              6.05    3.38    2.95    2.76    2.66 Duration
86-16/32...  9.245  12.137  12.732  13.043  13.234 Yield to Maturity (%)
              6.07    3.39    2.95    2.76    2.66 Duration
87.........  9.150  11.968  12.538  12.836  13.019 Yield to Maturity (%)
              6.10    3.39    2.96    2.77    2.67 Duration
87-16/32...  9.057  11.801  12.346  12.631  12.806 Yield to Maturity (%)
              6.12    3.40    2.96    2.77    2.67 Duration
88.........  8.965  11.634  12.155  12.427  12.594 Yield to Maturity (%)
              6.14    3.40    2.97    2.78    2.68 Duration
88-16/32...  8.874  11.469  11.966  12.225  12.384 Yield to Maturity (%)
              6.17    3.41    2.97    2.78    2.68 Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.


<PAGE>

                                    Table 20

              Weighted Average Life, First Principal Payment Date,
                     Last Principal Payment Date, Yield and
                  Duration of Class E-2 Certificates at Various
                 Assumed Prices and Mortgage Loan Default Rates
                   and Assuming LIBOR Increases 3% and 3-Year
                               Balloon Extensions*

                             10% Annual Default Rate
                             -----------------------
Price (%)      0%     5%      10%     15%     18%
- ---------      --     --      ---     ---     ---
            11.74     8.58    6.73    5.93    5.54 Weighted Average Life (years)
            11/96    11/96   11/96   11/96   11/96 First Principal Payment Date
            06/11    08/07   12/04   08/03   02/03 Last Principal Payment Date

82-16/32... 10.862  11.403  11.987  12.365  12.590 Yield to Maturity (%)
              6.47    5.46    4.66    4.25    4.04 Duration
83......... 10.770  11.294  11.859  12.224  12.442 Yield to Maturity (%)
              6.50    5.48    4.67    4.26    4.05 Duration
83-16/32... 10.678  11.185  11.731  12.084  12.295 Yield to Maturity (%)
              6.52    5.49    4.68    4.27    4.06 Duration
84......... 10.588  11.077  11.605  11.946  12.149 Yield to Maturity (%)
              6.54    5.50    4.69    4.28    4.07 Duration
84-16/32... 10.498  10.970  11.479  11.808  12.004 Yield to Maturity (%)
              6.56    5.52    4.70    4.29    4.07 Duration
85......... 10.409  10.864  11.355  11.672  11.861 Yield to Maturity (%)
              6.58    5.53    4.71    4.30    4.08 Duration
85-16/32... 10.320  10.759  11.232  11.536  11.718 Yield to Maturity (%)
              6.60    5.54    4.72    4.31    4.09 Duration
86......... 10.233  10.655  11.109  11.402  11.577 Yield to Maturity (%)
              6.62    5.56    4.73    4.31    4.10 Duration
86-16/32... 10.146  10.551  10.988  11.269  11.437 Yield to Maturity (%)
              6.64    5.57    4.74    4.32    4.10 Duration
87......... 10.060  10.449  10.867  11.137  11.297 Yield to Maturity (%)
              6.66    5.58    4.75    4.33    4.11 Duration
87-16/32...  9.975  10.347  10.747  11.005  11.159 Yield to Maturity (%)
              6.68    5.60    4.76    4.34    4.12 Duration
88.........  9.890  10.246  10.629  10.875  11.022 Yield to Maturity (%)
              6.70    5.61    4.77    4.35    4.13 Duration
88-16/32...  9.806  10.146  10.511  10.746  10.886 Yield to Maturity (%)
              6.72    5.62    4.78    4.35    4.13 Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.


<PAGE>

                                Table 20 (cont.)

              Weighted Average Life, First Principal Payment Date,
                     Last Principal Payment Date, Yield and
                  Duration of Class E-2 Certificates at Various
                 Assumed Prices and Mortgage Loan Default Rates
                   and Assuming LIBOR Increases 3% and 3-Year
                               Balloon Extensions*

                             20% Annual Default Rate
                             -----------------------
Price (%)      0%     5%      10%     15%     18%
- ---------      --     --      ---     ---     ---
              8.65    6.21    5.51    4.93    4.62 Weighted Average Life (years)
             11/96   11/96   11/96   11/96   11/96 First Principal Payment Date
             01/09   02/04   02/03   07/02   02/02 Last Principal Payment Date

82-16/32... 11.361  12.222  12.609  13.014  13.284 Yield to Maturity (%)
              5.52    4.40    4.03    3.70    3.50 Duration
83......... 11.253  12.086  12.460  12.852  13.113 Yield to Maturity (%)
              5.54    4.41    4.03    3.70    3.51 Duration
83-16/32... 11.145  11.950  12.313  12.691  12.943 Yield to Maturity (%)
              5.55    4.42    4.04    3.71    3.52 Duration
84......... 11.039  11.817  12.166  12.532  12.775 Yield to Maturity (%)
              5.57    4.43    4.05    3.72    3.52 Duration
84-16/32... 10.933  11.684  12.021  12.373  12.608 Yield to Maturity (%)
              5.58    4.44    4.06    3.72    3.53 Duration
85......... 10.828  11.552  11.877  12.216  12.442 Yield to Maturity (%)
              5.60    4.45    4.07    3.73    3.54 Duration
85-16/32... 10.724  11.421  11.734  12.060  12.278 Yield to Maturity (%)
              5.61    4.45    4.07    3.74    3.54 Duration
86......... 10.621  11.291  11.592  11.906  12.114 Yield to Maturity (%)
              5.62    4.46    4.08    3.74    3.55 Duration
86-16/32... 10.519  11.162  11.451  11.752  11.952 Yield to Maturity (%)
              5.64    4.47    4.09    3.75    3.56 Duration
87......... 10.418  11.034  11.311  11.600  11.792 Yield to Maturity (%)
              5.65    4.48    4.10    3.76    3.56 Duration
87-16/32... 10.317  10.908  11.172  11.448  11.632 Yield to Maturity (%)
              5.67    4.49    4.10    3.76    3.57 Duration
88......... 10.218  10.782  11.034  11.298  11.474 Yield to Maturity (%)
              5.68    4.50    4.11    3.77    3.57 Duration
88-16/32... 10.119  10.657  10.898  11.149  11.316 Yield to Maturity (%)
              5.69    4.51    4.12    3.78    3.58 Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.


<PAGE>

                                Table 20 (cont.)

              Weighted Average Life, First Principal Payment Date,
                     Last Principal Payment Date, Yield and
                  Duration of Class E-2 Certificates at Various
                 Assumed Prices and Mortgage Loan Default Rates
                   and Assuming LIBOR Increases 3% and 3-Year
                               Balloon Extensions*

                             30% Annual Default Rate
                             -----------------------
Price (%)      0%     5%      10%     15%     18%
- ---------      --     --      ---     ---     ---
             7.39     5.04    4.52    4.13    3.91 Weighted Average Life (years)
            11/96    11/96   11/96   11/96   11/96 First Principal Payment Date
            01/08    08/02   01/02   07/01   04/01 Last Principal Payment Date

82-16/32... 11.646  12.933  13.367  13.780  14.043 Yield to Maturity (%)
              5.10    3.76    3.45    3.20    3.06 Duration
83......... 11.529  12.773  13.193  13.592  13.847 Yield to Maturity (%)
              5.11    3.77    3.46    3.20    3.06 Duration
83-16/32... 11.412  12.615  13.021  13.407  13.653 Yield to Maturity (%)
              5.12    2.77    3.46    3.21    3.07 Duration
84......... 11.297  12.458  12.850  13.222  13.460 Yield to Maturity (%)
              5.13    3.78    3.47    3.22    3.07 Duration
84-16/32... 11.182  12.302  12.680  13.039  13.268 Yield to Maturity (%)
              5.15    3.79    3.47    3.22    3.08 Duration
85......... 11.069  12.148  12.512  12.858  13.078 Yield to Maturity (%)
              5.16    3.79    3.48    3.23    3.08 Duration
85-16/32... 10.956  11.995  12.345  12.677  12.890 Yield to Maturity (%)
              5.17    3.80    3.49    3.23    3.09 Duration
86......... 10.844  11.843  12.179  12.499  12.703 Yield to Maturity (%)
              5.18    3.81    3.49    3.24    3.09 Duration
86-16/32... 10.733  11.692  12.014  12.321  12.517 Yield to Maturity (%)
              5.19    3.81    3.50    3.24    3.10 Duration
87......... 10.623  11.542  11.851  12.145  12.332 Yield to Maturity (%)
              5.20    3.82    3.51    3.25    3.10 Duration
87-16/32... 10.514  11.393  11.689  11.970  12.149 Yield to Maturity (%)
              5.21    3.83    3.51    3.25    3.11 Duration
88......... 10.405  11.245  11.528  11.796  11.967 Yield to Maturity (%)
              5.23    3.83    3.52    3.26    3.11 Duration
88-16/32... 10.298  11.099  11.368  11.624  11.787 Yield to Maturity (%)
              5.24    3.84    3.52    3.27    3.12 Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.


<PAGE>

                                Table 20 (cont.)

              Weighted Average Life, First Principal Payment Date,
                     Last Principal Payment Date, Yield and
                  Duration of Class E-2 Certificates at Various
                 Assumed Prices and Mortgage Loan Default Rates
                   and Assuming LIBOR Increases 3% and 3-Year
                               Balloon Extensions*

                             40% Annual Default Rate
                             -----------------------
Price (%)     0%     5%      10%     15%     18%
- ---------     --     --      ---     ---     ---

              N/A    4.54    3.81    3.52    3.36  Weighted Average Life (years)
            11/96   11/96   11/96   11/96   11/96  First Principal Payment Date
            64.6%   07/02   03/01   10/00   08/00  Last Principal Payment Date

82-16/32... 9.059  13.338  14.180  14.605  14.869  Yield to Maturity (%)
             6.27    3.47    2.99    2.79    2.68  Duration
83......... 8.963  13.165  13.979  14.391  14.646  Yield to Maturity (%)
             6.29    3.47    2.99    2.80    2.69  Duration
83-16/32... 8.869  12.993  13.780  14.178  14.424  Yield to Maturity (%)
             6.32    3.48    3.00    2.80    2.69  Duration
84......... 8.775  12.823  13.583  13.966  14.205  Yield to Maturity (%)
             6.34    3.49    3.00    2.81    2.70  Duration
84-16/32... 8.682  12.654  13.387  13.757  13.986  Yield to Maturity (%)
             6.36    3.49    3.01    2.81    2.70  Duration
85......... 8.590  12.487  13.193  13.549  13.770  Yield to Maturity (%)
             6.39    3.50    3.01    2.82    2.71  Duration
85-16/32... 8.499  12.321  13.000  13.342  13.555  Yield to Maturity (%)
             6.41    3.51    3.02    2.82    2.71  Duration
86......... 8.409  12.156  12.808  13.137  13.341  Yield to Maturity (%)
             6.44    3.51    3.02    2.83    2.71  Duration
86-16/32... 8.320  11.992  12.618  12.934  13.130  Yield to Maturity (%)
             6.46    3.52    3.03    2.83    2.72  Duration
87......... 8.232  11.830  12.429  12.732  12.919  Yield to Maturity (%)
             6.49    3.52    3.03    2.84    2.72  Duration
87-16/32... 8.144  11.668  12.242  12.531  12.711  Yield to Maturity (%)
             6.51    3.53    3.04    2.84    2.73  Duration
88......... 8.057  11.508  12.056  12.332  12.504  Yield to Maturity (%)
             6.53    3.54    3.04    2.84    2.73  Duration
88-16/32... 7.972  11.349  11.872  12.135  12.298  Yield to Maturity (%)
             6.56    3.54    3.05    2.85    2.74  Duration


- ----------
* See "Special Yield  Considerations" for a discussion of other assumptions used
in preparing the Tables.


<PAGE>

                                  THE DEPOSITOR

     The Depositor was  incorporated in the State of Delaware on August 9, 1996.
The principal office of the Depositor is located at 200 Vesey Street,  New York,
New York 10285.

     The  Certificate  of  Incorporation  of the Depositor  will, at the time of
issuance of the  Certificates,  provide that the  Depositor  may not conduct any
activities  other than those related to the issue and sale of one or more series
of bonds or  certificates  and to serve as  depositor of one or more trusts that
may issue and sell bonds or certificates.

                        THE RESOLUTION TRUST CORPORATION

     Prospective   investors   should  read  this  section  together  with  "THE
RESOLUTION TRUST CORPORATION" in the Underlying Prospectus.

     Upon  termination  of the RTC,  pursuant to the RTC  Completion  Act, as of
December  31,  1995,  by  operation  of  law,  the  FDIC  succeeded  the  RTC as
conservator or receiver of any  institution for which the RTC was then acting in
such capacity.  In addition,  pursuant to the RTC Completion Act, all assets and
liabilities  of the RTC were  transferred  to the FRF,  which is  managed by the
FDIC.  Accordingly,  the liability for the representations and warranties of the
RTC with respect to the Mortgage Loans has been assumed by the FRF.

                     CERTAIN FEDERAL INCOME TAX CONSEQUENCES

General

     The following is a general  discussion of the anticipated  material federal
income tax  consequences  of the  purchase,  ownership  and  disposition  of the
Offered  Certificates  and represents  the opinion of  Cadwalader,  Wickersham &
Taft,  counsel  to the  Depositor  ("Tax  Counsel")  as to the  accuracy  of the
discussions of law set forth herein.  The  discussion  below does not purport to
address all federal income tax consequences that may be applicable to particular
categories  of  investors,  some of which may be subject to  special  rules.  In
addition,  this discussion  does not address state,  local or foreign tax issues
with  respect  to the  acquisition,  ownership  or  disposition  of the  Offered
Certificates.  The  authorities on which this discussion is based are subject to
change or differing interpretations, and any such change or interpretation could
apply retroactively.  This discussion reflects the applicable  provisions of the
Code,  as well as  temporary  and final  regulations  (the "REMIC  Regulations")
promulgated by the U. S.  Department of the Treasury.  Investors  should consult
their own tax advisors in determining the federal,  state, local, foreign or any
other tax consequences to them of the purchase, ownership and disposition of the
Offered Certificates.

     An election will be made to treat the Trust Fund as a REMIC (a "REMIC", and
with respect to the Trust Fund,  the "Trust  REMIC")  within the meaning of Code
Section 860D.  Qualification as a REMIC requires ongoing compliance with certain
conditions.  Assuming (i) the making of an appropriate election, (ii) compliance
with the Pooling Agreement and the Trust Agreement and (iii) compliance with any
changes in the law, including any amendments to the Code or applicable  Treasury
regulations  thereunder,  in the  opinion  of Tax  Counsel  the Trust Fund will
qualify as a REMIC and,  accordingly,  the Class E-1 and Class E-2  Certificates
(the "Regular  Certificates")  will  constitute  the "regular  interests" in the
Trust REMIC and  generally  will be treated for federal  income tax  purposes as
newly originated debt  instruments.  The Class R Certificate will constitute the
sole class of "residual interest" in the Trust REMIC.

Status of Certificates

     In the  opinion  of Tax  Counsel,  the  Certificates  will have the  status
described in this paragraph for federal income tax purposes.  Certificates  held
by a  domestic  building  and loan  association  will  constitute  "a regular or
residual   interest   in  a  REMIC"   within  the   meaning   of  Code   Section
7701(a)(19)(C)(xi)  in the same  proportion  that the  assets of the Trust  Fund
would be treated as "loans ...  secured by an  interest in real  property  which
is...residential   real   property"   within  the   meaning   of  Code   Section
7701(a)(19)(C)(v)  or as other assets described in Code Section  7701(a)(19)(C).
Certificates held by a real estate investment trust will constitute "real estate
assets"  within the meaning of Code  Sections  856(c)(5)(A)  and  856(c)(6)  and
interest on the  Regular  Certificates  and income  with  respect to the Class R
Certificate will be considered  "interest on obligations secured by mortgages on
real  property  or on  interests  in real  property"  within the meaning of Code
Section 856(c)(3)(B) in the same proportion that, for both purposes,  the assets
of the Trust Fund would be so treated. If at all times 95% or more of the assets
of  the  Underlying  Trust  Fund,  and  therefore  of  the  Underlying  Class  E
Certificates,  qualify for each of the foregoing  treatments,  the  Certificates
will qualify for the corresponding status in their entirety.  It is anticipated,
however, that 50.94% of the assets of the Underlying Trust Fund, as of September
1, 1996,  will  qualify  for  treatment  under Code  Section  7701(a)(19)(C)(v).
Certificates  held  by  a  regulated  investment  company  will  not  constitute
"government  securities"  within the meaning of Code  Section 851  (b)(4)(A)(i).
Certificates held by certain financial institutions will constitute an "evidence
of  indebtedness"  within  the  meaning  of Code  Section  582(c)(1).  The Small
Business Job Protection  Act of 1996 (the "SBJPA of 1996")  repealed the reserve
method  for bad debts of  domestic  building  and loan  associations  and mutual
savings banks,  and thus has  eliminated the asset category of "qualifying  real
property  loans" in former Code Section 593(d) for taxable years beginning after
December 31, 1995. The  requirement in the SBJPA of 1996 that such  institutions
must "recapture" a portion of their existing bad debt reserves is suspended if a
certain portion of their assets are maintained in "residential loans" under Code
Section  7701(a)(19)(C)(v),  but  only  if such  loans  were  made  to  acquire,
construct  or improve  the  related  real  property  and not for the  purpose of
refinancing.  However,  no effort  will be made to  identify  the portion of the
Mortgage Loans of any underlying  certificates meeting this requirement,  and no
representation is made in this regard.

Qualification as a REMIC

     In order for the Trust Fund to  qualify  as a REMIC,  there must be ongoing
compliance on the part of the Trust Fund with the  requirements set forth in the
Code.  The REMIC must fulfill an asset test,  which requires that no more than a
de minimis  portion  of the  assets of the  REMIC,  as of the close of the third
calendar  month  beginning  after the "Startup  Day" (which for purposes of this
discussion  is the date of the  issuance of the  Certificates)  and at all times
thereafter,   may  consist  of  assets  other  than  "qualified  mortgages"  and
"permitted  investments." The REMIC also must provide "reasonable  arrangements"
to prevent its residual interest from being held by "disqualified organizations"
or agents thereof and must furnish  applicable tax information to transferors or
agents that violate this  requirement.  The Trust Agreement will provide that no
legal or beneficial  interest in the Class R Certificate  may be  transferred or
registered  unless  certain  conditions,  designed to prevent  violation of this
requirement, are met.

     A qualified  mortgage is any obligation  that is principally  secured by an
interest in real  property  and that is either  transferred  to the REMIC on the
Startup Day or is purchased by the REMIC within a three-month  period thereafter
pursuant to a fixed  price  contract  in effect on the  Startup  Day.  Qualified
mortgages  include  regular  interests in another REMIC,  such as the Underlying
Class E Certificates.

     Permitted  investments  include cash flow  investments,  qualified  reserve
assets  and  foreclosure  property.  A cash flow  investment  is an  investment,
earning a return in the  nature of  interest,  of  amounts  received  on or with
respect to qualified  mortgages for a temporary period, not exceeding 13 months,
until the next  scheduled  distribution  to holders of  interests  in the REMIC.
Because the assets of the Trust REMIC will consist  primarily of the  Underlying
Class E  Certificates,  it is not  anticipated  that the Trust  REMIC  will hold
foreclosure  property.  The  Trust  REMIC  will not hold any  qualified  reserve
assets.

     In addition to the foregoing requirements, the various interests in a REMIC
also must meet  certain  requirements.  All of the  interests in a REMIC must be
either of the following:  (i) one or more classes of regular interests or (ii) a
single class of residual interests on which distributions,  if any, are made pro
rata. A regular interest is an interest in a REMIC that is issued on the Startup
Day with fixed terms, is designated as a regular interest,  and  unconditionally
entitles the holder to receive a specified  principal  amount (or other  similar
amount), and provides that interest payments (or other similar amounts), if any,
at or before  maturity  either are payable  based on a fixed rate or a qualified
variable  rate,  or consist of a specified,  nonvarying  portion of the interest
payments on the  qualified  mortgages.  A residual  interest is an interest in a
REMIC  other than a regular  interest  that is issued on the Startup Day that is
designated  as a residual  interest.  An interest in a REMIC may be treated as a
regular interest even if payments of principal with respect to such interest are
subordinated to payments on other regular  interests or the residual interest in
the REMIC,  and are  dependent  on the absence of defaults or  delinquencies  on
qualified  mortgages or permitted  investments,  lower than reasonably  expected
returns on permitted  investments,  unanticipated expenses incurred by the REMIC
or prepayment interest  shortfalls.  Accordingly,  the Regular Certificates will
constitute  the  "regular  interests"  in  the  Trust  REMIC  and  the  Class  R
Certificate  will constitute the sole class of "residual  interest" in the Trust
REMIC.

     If an entity  fails to comply with one or more of the  requirements  of the
Code for status as a REMIC during any taxable  year,  the Code provides that the
entity  will not be  treated  as a REMIC for such year and  thereafter.  In this
event,  any  entity  with  debt  or  pay-through  obligations  with  two or more
maturities,  such as the Trust  Fund,  may be treated as a separate  association
taxable as a corporation under Treasury regulations, and the Certificates may be
treated as equity interests therein. The Code, however,  authorizes the Treasury
Department to issue  regulations  that address  situations where failure to meet
one or more of the  requirements  for REMIC status occurs  inadvertently  and in
good faith.  Investors should be aware,  however,  that the Conference Committee
Report to the Tax Reform Act of 1986 (the "1986 Act")  indicates that the relief
may be  accompanied  by sanctions,  such as the imposition of a corporate tax on
all or a portion of the Trust Fund's  income for the period of time in which the
requirements for REMIC status are not satisfied.

Taxation of Regular Certificates

    General

     The Regular  Certificates  generally will be treated for federal income tax
purposes as newly originated debt instruments.  In general,  interest,  original
issue  discount  ("OID") and market  discount on a Regular  Certificate  will be
treated as ordinary income to the holder of a Regular Certificate, and principal
payments  (other than  partial  principal  payments  that do not exceed  accrued
market discount) on a Regular Certificate will be treated as a return of capital
to   the   extent   of  the   Certificateholder's   basis   allocable   thereto.
Certificateholders  must use the accrual  method of  accounting  with respect to
Regular  Certificates,  regardless of the method of accounting otherwise used by
such Certificateholders.

    Original Issue Discount

     Holders of debt  instruments  issued with OID generally must include OID in
ordinary  income for federal  income tax purposes as it accrues,  in  accordance
with a constant  interest  method  that takes into  account the  compounding  of
interest,  in advance of receipt of the cash  attributable  to such income.  The
following discussion is based in part on Treasury regulations issued on February
2, 1994, as amended on June 14, 1996 (the "OID Regulations") under Code Sections
1271  through  1273  and  1275 and in part on the  provisions  of the 1986  Act.
Holders  of the  Regular  Certificates  should be aware,  however,  that the OID
Regulations do not  adequately  address  certain  issues  relevant to prepayable
securities, such as the Regular Certificates.  To the extent such issues are not
addressed in such  Regulations,  the Depositor  intends to apply the methodology
described in the Conference  Committee  Report to the 1986 Act. No assurance can
be provided that the Internal Revenue Service will not take a different position
as to those matters not currently  addressed by the OID  Regulations.  Moreover,
the OID  Regulations  include an anti-abuse  rule allowing the Internal  Revenue
Service  to  apply  or  depart  from  the OID  Regulations  where  necessary  or
appropriate  to  ensure a  reasonable  tax  result  in  light of the  applicable
statutory provisions. A tax result will not be considered unreasonable under the
anti-abuse rule in the absence of a substantial effect in the present value of a
taxpayer's  tax  liability.  Investors  are  advised  to  consult  their own tax
advisors as to the discussion  herein and the  appropriate  method for reporting
interest and OID with respect to the Regular Certificates.

     The  total  amount  of OID on a Regular  Certificate  is the  excess of the
"stated redemption price at maturity" of the Regular Certificate over its "issue
price." The issue price of a Class of Regular Certificates is the price at which
a  substantial  amount of such  Class of Regular  Certificates  is first sold to
investors  (other  than  bond  houses,  brokers  or  underwriters).  The  stated
redemption price at maturity of a Regular Certificate is the sum of all payments
provided by the debt instrument other than qualified  stated interest  payments.
Under the OID Regulations,  qualified  stated interest  generally means interest
payable at a single fixed rate or a qualified  variable  rate provided that such
interest  payments are  unconditionally  payable at the intervals of one year or
less  during the entire  term of the Regular  Certificate.  Because  there is no
penalty or default  remedy in the case of nonpayment of interest with respect to
a Regular  Certificate,  it is possible that no interest on any Class of Regular
Certificates will be treated as qualified stated interest.  However, because the
Mortgage  Loans  underlying  the  Underlying  Class E  Certificates  provide for
remedies in the event of default, the Depositor intends that the Master Servicer
will treat interest with respect to the Regular Certificates as qualified stated
interest,  except to the extent the interest  payable on the first  Distribution
Date  exceeds  interest  for the number of days  between the Startup Day and the
first  Distribution  Date.  Based on the foregoing,  it is anticipated  that the
Class E-2 Certificates  will be issued with OID in an amount equal to the excess
of the  initial  principal  balances  thereof  (plus 5 days of  interest  at the
pass-through  rates  thereon)  over their  respective  issue  prices  (including
accrued  interest).  The determination of whether the Regular  Certificates bear
qualified stated interest or OID may have an effect on how long such income must
be accrued in the event of a delinquency. See "Treatment of Losses."

     Under a de minimis rule, OID on a Regular Certificate will be considered to
be zero if such  OID is less  than  0.25%  of the  stated  redemption  price  at
maturity of the Regular Certificate  multiplied by the weighted average maturity
of the Regular  Certificate.  For this purpose, the weighted average maturity of
the Regular  Certificate  is computed  as the sum of the amounts  determined  by
multiplying  the number of full years (i.e.,  rounding down partial  years) from
the issue date until each  distribution in reduction of stated  redemption price
at maturity is scheduled to be made by a fraction, the numerator of which is the
amount of each distribution  included in the stated redemption price at maturity
of the Regular Certificate and the denominator of which is the stated redemption
price at maturity of the Regular Certificate. The Conference Committee Report to
the  1986 Act  provides  that  the  schedule  of such  distributions  should  be
determined  in  accordance  with the assumed rate of  prepayment of the Mortgage
Loans  underlying  the Pooled  Certificates  (the  "Pooled  Certificates").  The
prepayment  assumption  for the Regular  Certificates  will be 10% CPR (constant
prepayment  rate),  with an assumed  three year  extension  of the  maturity  of
Balloon Loans (the "Prepayment Assumption"). No representation is made as to the
actual rate, if any, at which the Mortgage Loans underlying the Underlying Class
E Certificates  will prepay.  If the Internal  Revenue Service does not permit a
maturity extension in determining the Prepayment  Assumption,  it is less likely
that any OID on a Regular  Certificate  would be de minimis and OID would accrue
at a higher yield to maturity.  Holders generally must report de minimis OID pro
rata as principal payments are received, and such income will be capital gain if
the Regular  Certificate is held as a capital asset.  Under the OID Regulations,
however, Holders of Regular Certificates may elect to accrue all de minimis OID,
as well as market discount and market premium,  under the constant yield method.
See "Election to Treat All Interest Under the Constant Yield Method."

     A holder of a Regular Certificate issued with OID generally must include in
gross  income for any taxable year the sum of the "daily  portions,"  as defined
below,  of the OID on the Regular  Certificate  accrued during an accrual period
for each day on which it holds the Regular  Certificate,  including  the date of
purchase but  excluding the date of  disposition.  With respect to each Class of
Regular Certificates,  a calculation will be made of the OID that accrues during
each  successive  full  accrual  period  that  ends  on the  day  prior  to each
Distribution  Date with respect to the Regular  Certificate.  Under Code Section
1272(a)(6),  OID is to be  calculated  initially  based on a  principal  payment
schedule that takes into account the Prepayment Assumption. No representation is
made as to the actual rate, if any, at which the Mortgage  Loans  underlying the
Underlying Class E Certificates will prepay.  The assumed  reinvestment rate for
the  transaction  is zero. The OID accruing in a full accrual period will be the
excess,  if any, of (i) the sum of (a) the present value of all of the remaining
distributions  to be  made  on the  Regular  Certificate  as of the  end of that
accrual period and (b) the distributions made on the Regular  Certificate during
the  accrual  period  that are  included  in the  Regular  Certificate's  stated
redemption price at maturity,  over (ii) the adjusted issue price of the Regular
Certificate  at the  beginning of the accrual  period.  The present value of the
remaining  distributions  referred to in the  preceding  sentence is  calculated
based on (i) the yield to maturity of the Regular  Certificate as of the Startup
Day, (ii) events (including actual prepayments, if any) that have occurred prior
to the end of the accrual period and (iii) the Prepayment Assumption.  For these
purposes,  the adjusted issue price of a Regular Certificate at the beginning of
any accrual period equals the issue price of the Regular Certificate,  increased
by the  aggregate  amount of OID with  respect to the Regular  Certificate  that
accrued in all prior accrual periods and reduced by the amount of  distributions
included in the Regular  Certificate's  stated redemption price at maturity that
were made on the  Regular  Certificate  that  were  attributable  to such  prior
periods.  The OID  accruing  during any accrual  period (as  determined  in this
paragraph)  will be divided by the number of days in the period to determine the
daily portion of OID for each day in the period.  OID  attributable to the short
first accrual period will be determined using the exact method.

    Acquisition Premium

     A subsequent  purchaser of a Regular Certificate issued with OID at a price
greater  than its  adjusted  issue  price  and less  than its  remaining  stated
redemption  price at maturity  will be  required to include in gross  income the
daily  portions  of the OID on the  Regular  Certificate  reduced  pro rata by a
fraction,  the numerator of which is the excess of its purchase  price over such
adjusted issue price and the denominator of which is the excess of the remaining
stated   redemption   price  at  maturity   over  the   adjusted   issue  price.
Alternatively,  such  a  subsequent  purchaser  may  elect  to  treat  all  such
acquisition  premium under the constant yield method,  as described  below under
the heading "Election to Treat All Interest Under the Constant Yield Method."

    Market Discount

     A purchaser of a Regular  Certificate may be subject to the market discount
rules of Code  Sections  1276 through  1278.  Under these Code  sections and the
principles  applied  by the OID  Regulations  in the  context  of  OID,  "market
discount" is the amount by which the  purchaser's  original basis in the Regular
Certificate (i) is exceeded by the then-current  principal amount of the Regular
Certificate,  or (ii) in the  case  of a  Regular  Certificate  having  OID,  is
exceeded by the adjusted issue price of such Regular  Certificate at the time of
purchase. Such purchaser generally will be required to recognize ordinary income
to the  extent  of  accrued  market  discount  on such  Regular  Certificate  as
distributions  includible in the stated redemption price at maturity thereof are
received, in an amount not exceeding any such distribution. Such market discount
would accrue in a manner to be provided in Treasury  regulations and should take
into account the Prepayment  Assumption.  The Conference Committee Report to the
1986 Act provides that until such  regulations are issued,  such market discount
would accrue either (i) on the basis of a constant  interest rate or (ii) in the
ratio of stated  interest  allocable  to the  relevant  period to the sum of the
interest  for such  period  plus the  remaining  interest  as of the end of such
period,  or, in the case of a Regular  Certificate issued with OID, in the ratio
of OID  accrued for the  relevant  period to the sum of the OID accrued for such
period plus the remaining OID as of the end of such period.  Such purchaser also
generally  will be required to treat a portion of any gain on a sale or exchange
of the  Regular  Certificate  as  ordinary  income to the  extent of the  market
discount accrued to the date of disposition under one of the foregoing  methods,
less any accrued  market  discount  previously  reported  as ordinary  income as
partial  distributions  in reduction of the stated  redemption price at maturity
were received.  Such purchaser will be required to defer  deduction of a portion
of the  excess of the  interest  paid or  accrued on  indebtedness  incurred  to
purchase or carry the Regular  Certificate  over the  interest  (including  OID)
distributable  thereon.  The deferred  portion of such  interest  expense in any
taxable  year  generally  will not exceed the  accrued  market  discount  on the
Regular  Certificate  for such year. Any such deferred  interest  expense is, in
general,  allowed as a  deduction  not later than the year in which the  related
market discount income is recognized or the Regular  Certificate is disposed of.
As an alternative to the inclusion of market discount in income on the foregoing
basis,  the  Certificateholder  may elect to include  market  discount in income
currently  as it accrues on all market  discount  instruments  acquired  by such
Certificateholder in that taxable year or thereafter, in which case the interest
deferral  rule will not apply.  See  "Election to Treat All  Interest  Under the
Constant  Yield  Method"  below  regarding an  alternative  manner in which such
election may be deemed to be made.

     Market discount with respect to a Regular Certificate will be considered to
be zero if such  market  discount  is less than  0.25% of the  remaining  stated
redemption  price at  maturity of such  Regular  Certificate  multiplied  by the
weighted  average maturity of the Regular  Certificate  (determined as described
above in the third paragraph under  "Original Issue  Discount")  remaining after
the date of purchase.  De minimis  market  discount  should be  reportable  in a
manner  similar to de minimis  OID.  See  "Original  Issue  Discount."  Treasury
regulations implementing the market discount rules have not yet been issued, and
investors  should  therefore  consult  their  own  tax  advisors  regarding  the
application  of these  rules as well as the  advisability  of making  any of the
elections with respect thereto.  Investors should also consult Revenue Procedure
92-67  concerning  the  election  to include  market  discount on the basis of a
constant interest rate.

    Premium

     A Regular Certificate purchased at a cost greater than its remaining stated
redemption  price at maturity  generally  is  considered  to be  purchased  at a
premium. If the Holder of the Regular Certificate holds such Regular Certificate
as a "capital  asset" within the meaning of Code Section 1221, the Holder of the
Regular  Certificate  may elect under Code Section 171 to amortize  such premium
under  the  constant  yield  method.  Such  election  will  apply  to  all  debt
obligations  acquired by the Holder of the Regular Certificate at a premium held
in that taxable year or  thereafter,  unless  revoked with the permission of the
Internal  Revenue  Service.  The  Conference  Committee  Report  to the 1986 Act
indicates a  Congressional  intent that the same rules that apply to the accrual
of market discount on installment obligations will also apply to amortizing bond
premium under Code Section 171 on  installment  obligations  such as the Regular
Certificates,  although it is unclear  whether the  alternatives to the constant
interest  method   described  above  under  "Market   Discount"  are  available.
Amortizable  bond premium  will be treated as an offset to interest  income on a
Regular Certificate,  rather than as a separate deduction item. See "Election to
Treat  All  Interest  Under  the  Constant  Yield  Method"  below  regarding  an
alternative  manner in which the Code  Section 171  election may be deemed to be
made. Based on the foregoing,  it is anticipated that the Class E-1 Certificates
will be issued at a premium.

    Treatment of Losses

     Certificateholders  will be required to report  income with  respect to the
Regular Certificates on the accrual method of accounting,  without giving effect
to  delays  or  reductions  in   distributions   attributable   to  defaults  or
delinquencies on the Mortgage Loans,  except to the extent it can be established
that  such  losses  are  uncollectible.  Accordingly,  the  holder  of a Regular
Certificate may have income,  or may incur a diminution in cash flow as a result
of a default or delinquency, but may not be able to take a deduction (subject to
the  discussion  below) for the  corresponding  loss until a subsequent  taxable
year.  In this regard,  investors  are  cautioned  that while they may generally
cease to accrue interest income if it reasonably  appears that the interest will
be  uncollectible,  the Internal  Revenue Service may take the position that OID
must  continue  to be  accrued in spite of its  uncollectibility  until the debt
instrument  is  disposed of in a taxable  transaction  or becomes  worthless  in
accordance with the rules of Code Section 166.

     To the  extent  the  rules of Code  Section  166  regarding  bad  debts are
applicable,  it appears that  Certificateholders  that are  corporations or that
otherwise hold the Regular  Certificates  in connection with a trade or business
should in  general  be  allowed  to deduct  as an  ordinary  loss such loss with
respect to  principal  sustained  during the taxable year on account of any such
Regular  Certificates  becoming  wholly or  partially  worthless,  and that,  in
general,  Certificateholders  that  are not  corporations  and do not  hold  the
Regular  Certificates  in connection with a trade or business will be allowed to
deduct as a loss,  which may be a short-term  capital loss,  any loss  sustained
during the taxable  year on account of any such  Regular  Certificates  becoming
wholly worthless. The Internal Revenue Service could take the position that such
non-corporate  holders  will be  allowed  a bad debt  deduction  only  after the
Underlying Class E Certificates  have been liquidated or the applicable Class of
Regular  Certificates has been otherwise  retired.  The Internal Revenue Service
could also assert that losses on the Regular  Certificates  are deductible based
on some other method that may defer such  deductions  for all  holders,  such as
reducing  future cash flow for  purposes  of  computing  OID.  This may have the
effect of creating  "negative" OID which would be deductible only against future
positive OID or otherwise upon termination of the Class.  Certificateholders are
urged to consult their own tax advisors regarding the appropriate timing, amount
and character of any loss sustained  with respect to such Regular  Certificates.
While losses  attributable to interest  previously  reported as income should be
deductible as ordinary losses by both corporate and non-corporate  holders,  the
Internal  Revenue  Service may take the  position  that losses  attributable  to
accrued OID may only be deducted as short-term  capital losses by  non-corporate
holders not engaged in a trade or business. Special loss rules are applicable to
banks and thrift institutions, including rules regarding reserves for bad debts.
Such taxpayers are advised to consult their tax advisors regarding the treatment
of losses on Regular Certificates.

    Election to Treat All Interest Under the Constant Yield Method

     A holder of a debt  instrument  such as a Regular  Certificate may elect to
treat all interest  that  accrues on the  instrument  using the  constant  yield
method,  with none of the interest being treated as qualified  stated  interest.
For purposes of applying the constant yield method to a debt instrument  subject
to such an election,  (i) "interest"  includes stated interest,  OID, de minimis
OID,  market  discount  and de  minimis  market  discount,  as  adjusted  by any
amortizable bond premium or acquisition  premium and (ii) the debt instrument is
treated as if the instrument were issued on the holder's acquisition date in the
amount  of the  holder's  adjusted  basis  or  for a  class  or  group  of  debt
instruments.  A holder  generally  may make such an election on an instrument by
instrument basis or for a class or group of debt  instruments.  However,  if the
holder makes such an election with respect to a debt instrument with amortizable
bond  premium  or with  market  discount,  the  holder  is  deemed  to have made
elections to amortize bond premium or to report market discount income currently
as it accrues  under the constant  yield method,  respectively,  for all premium
obligations  held or market discount  obligations  acquired by the holder in the
same taxable year or  thereafter.  The election is made on the holder's  federal
income tax return for the year in which the debt  instrument  is acquired and is
irrevocable except with the approval of the Internal Revenue Service.  Investors
should consult their own tax advisors  regarding the advisability of making such
an election.

    Sale or Exchange of Regular Certificates

     If  a   Certificate   sells  or  exchanges  a  Regular   Certificate,   the
Certificateholder  will recognize gain or loss equal to the difference,  if any,
between the amount  received and its adjusted basis in the Regular  Certificate.
The adjusted basis of a Regular Certificate generally will equal the cost of the
Regular  Certificate  to the  Seller,  increased  by any OID or market  discount
previously  included in the  seller's  gross  income with respect to the Regular
Certificate and reduced by amounts  included in the stated  redemption  price at
maturity of the Regular Certificate that were previously received by the seller,
by losses and by any amortized premium.

     Except as described  above with respect to market  discount,  and except as
provided  in this  paragraph,  any  gain or loss on the  sale or  exchange  of a
Regular Certificate realized by an investor who holds the Regular Certificate as
a  capital  asset  will be gain or loss  and  will be  long-term  or  short-term
depending  on whether the Regular  Certificate  has been held for the  long-term
capital gain holding  period (more than one year).  Such gain will be treated as
ordinary  income (i) if a Regular  Certificate  is held as part of a "conversion
transaction"  as defined in Code Section  1258(c),  up to the amount of interest
that would  have  accrued  on the  holder's  net  investment  in the  conversion
transaction  at 120% of the  appropriate  applicable  Federal  rate  under  Code
Section  1274(d) in effect at the time the holder  entered into the  transaction
minus any amount previously treated as ordinary income with respect to any prior
disposition of property that was held as a part of such transaction, (ii) in the
case of an  noncorporate  taxpayer,  to the  extent  such  taxpayer  has made an
election  under Code  Section  163(d)  (4) to have net  capital  gains  taxed as
investment  income at ordinary  income  rates,  or (iii) to the extent that such
gain does not exceed the excess,  if any, of (a) the amount that would have been
includible  in the  gross  income of the  holder  if its  yield on such  Regular
Certificate were 110% of the applicable Federal rate as of the date of purchase,
over (b) the amount of income  actually  includible  in the gross income of such
holder with  respect to such  Regular  Certificate.  In  addition,  gain or loss
recognized  from the sale of a Regular  Certificate  by certain  banks or thrift
institutions will be treated as ordinary income or loss pursuant to Code Section
582(c). Capital gains of certain non-corporate  taxpayers are subject to a lower
tax rate  than  ordinary  income of such  taxpayers.  The  maximum  tax rate for
corporations is the same with respect to both ordinary income and capital gains.

Taxes That May Be Imposed on the Trust REMIC

    Prohibited Transactions

     Income from  certain  transactions  by the Trust REMIC,  called  prohibited
transactions,  will not be part of the  calculation of income or loss includible
in the  federal  income tax  returns of the holder of a Class R  Certificate  (a
"Residual  Holder"),  but rather will be taxed  directly to the Trust REMIC at a
100% rate.  Prohibited  transactions  generally include (i) the disposition of a
qualified  mortgage  other  than for (a)  substitution  within  two years of the
Startup Day for a defective (including a defaulted) obligation (or repurchase in
lieu of  substitution of a defective  (including a defaulted)  obligation at any
time) or for any qualified  mortgage within three months of the Startup Day, (b)
foreclosure.   default,  or  imminent  default  of  a  qualified  mortgage,  (c)
bankruptcy  or  insolvency  of the Trust  REMIC,  or (d) a qualified  (complete)
liquidation,  (ii) the  receipt of income  from  assets that are not the type of
mortgages or  investments  that the Trust REMIC is permitted to hold,  (iii) the
receipt  of  compensation  for  services,  or (iv)  the  receipt  of  gain  from
disposition  of  cash  flow  investments  other  than  pursuant  to a  qualified
liquidation. Notwithstanding (i) and (iv), it is not a prohibited transaction to
sell Trust REMIC property to prevent a default on regular  interests as a result
of a default on qualified mortgages or to facilitate a clean-up call (generally,
an optional  termination to save administrative  costs when no more than a small
percentage of the regular interests is outstanding).  It is not anticipated that
the Trust REMIC will engage in any prohibited transaction.

    Contributions to the Trust REMIC After the Startup Day

     In general,  the Trust REMIC will be subject to a tax at a 100% rate on the
value of any  property  contributed  to the Trust REMIC  after the Startup  Day.
Exceptions are provided for cash  contributions  to a REMIC (i) during the three
months  following  the Startup Day,  (ii) made to a qualified  reserve fund by a
Residual Holder,  (iii) in the nature of a guarantee,  (iv) made to facilitate a
qualified  liquidation  or clean-up  call,  and (v) as  otherwise  permitted  in
Treasury  regulations yet to be issued. It is not anticipated that there will be
any taxable contributions to the Trust REMIC.

    Net Income from Foreclosure Property

     The Trust  REMIC  will 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.  Because the
Trust  REMIC's  assets  will  consist   primarily  of  the  Underlying  Class  E
Certificates,  it is  not  anticipated  that  the  Trust  REMIC  will  hold  any
foreclosure property.

Liquidation of the Trust REMIC

     If the  Trust  REMIC  adopts a plan of  complete  liquidation,  within  the
meaning  of  Code  Section  860F(a)(4)(A)(i),   which  may  be  accomplished  by
designating  in the Trust REMIC's final tax return a date on which such adoption
is deemed to occur,  and sells all of its  assets  (other  than  cash)  within a
90-day period beginning on such date, the Trust REMIC will not be subject to the
prohibited transaction rules on the sale of its assets, provided, that the Trust
REMIC credits or distributes  in  liquidation  all of the sale proceeds plus its
cash (other  than  amounts  retained  to meet  claims) to holders of regular and
residual interests within the 90-day period.

Administrative Matters

     Treasury  regulations provide that, except where there is a single Residual
Holder  for an entire  taxable  year,  the Trust  REMIC  will be  subject to the
procedural  and  administrative  rules of the Code  applicable to  partnerships,
including the  determination  by the Internal Revenue Service of any adjustments
to, among other things,  items of Trust REMIC income,  gain, loss,  deduction or
credit  in a  unified  administrative  proceeding.  The  holder  of the  Class R
Certificate  will be obligated to act as the "tax matters  person" for the Trust
REMIC.  Any holder of the Class R Certificate,  as a condition of its acceptance
thereof, will be required to irrevocably designate the Certificate Administrator
as its agent in performing  the functions of the tax matters person of the Trust
REMIC.

Taxation of Certain Foreign Investors

     Interest,  including OID,  distributable to holders of Regular Certificates
who are non-resident  aliens,  foreign  corporations,  or other Non-U.S.  Person
(i.e.,  any  person  who is not a "U.S.  Person,"  as  defined  below),  will be
considered "portfolio interest" and, therefore, generally will not be subject to
a 30% United States withholding tax, provided,  that such Non-U.S. Person (i) is
not a "10-percent  shareholder" within the meaning of Code Section  871(h)(3)(B)
or a controlled foreign corporation  described in Code Section  881(c)(3)(C) and
(ii)  provides  the  Underlying  Trustee,  or the person who would  otherwise be
required to withhold  tax from such  distributions  under Code  Section  1441 or
1442,  with  an  appropriate  statement,  signed  under  penalties  of  perjury,
identifying  the  beneficial  owner and stating.  among other  things,  that the
beneficial  owner of the  Regular  Certificates  is a Non-U.S.  Person.  If such
statement,  or any other required  statement,  is not provided,  30% withholding
will apply unless reduced or eliminated  pursuant to an applicable tax treaty or
unless the interest on the Regular Certificate is effectively connected with the
conduct of a trade or business within the United States by such Non-U.S. Person.
In the latter  case,  such  Non-U.S.  Person  will be  subject to United  States
federal income tax at regular rates.  Investors who are Non-U.S.  Persons should
consult their own tax advisors  regarding the specific tax  consequences to them
of owning a Regular  Certificate.  The term  "U.S.  Person"  means 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,  an estate that is subject to United States federal income
tax regardless of the source of its income,  or a trust if (A) for taxable years
beginning  after December 31, 1996 (or after August 20, 1996, if the trustee has
made an  applicable  election),  a court  within  the  United  States is able to
exercise primary  supervision over the  administration of such trust, and one or
more United States  fiduciaries  have the  authority to control all  substantial
decisions  of such  trust,  or (B) for all other  taxable  years,  such trust is
subject to United  States  federal  income tax  regardless  of the source of its
income.

Backup Withholding

     Distributions  made on the Regular  Certificates and proceeds from the sale
of the Regular  Certificates to or through certain brokers,  may be subject to a
"backup"  withholding  tax  under  Code  Section  3406  at  the  rate  of 31% on
"reportable payments" (including interest distributions, OID, and, under certain
circumstances,  principal  distributions) unless the Certificateholder  complies
with certain reporting and/or certification procedures,  including the provision
of its taxpayer  identification  number to the Underlying Trustee,  its agent or
the  broker  who  effected  the  sale  of  the  Regular  Certificate,   or  such
Certificateholder  is otherwise an exempt recipient under applicable  provisions
of the Code.  Any  amounts  to be  withheld  from  distribution  on the  Regular
certificates  would be refunded by the Internal  Revenue Service or allowed as a
credit against the Certificateholder's federal income tax liability.

Reporting Requirements

     The Trust REMIC will be required to maintain  its books on a calendar  year
basis  and  to  file  federal  income  tax  returns  in a  manner  similar  to a
partnership.  The form for such returns is Form 1066,  U.S. Real Estate Mortgage
Investment Conduit Income Tax Return. The Underlying Trustee will be required to
sign the Trust REMIC's returns.

     Reports of accrued interest,  OID and information  necessary to compute the
accrual of any market discount on the Regular Certificates will be made annually
to the Internal  Revenue  Service and to  individuals,  estates,  non-exempt and
non-charitable  trusts,  and  partnerships  who are either  holders of record of
Regular Certificates or beneficial owners who own Regular Certificates through a
broker or middleman as nominee.  All brokers,  nominees and all other non-exempt
holders of record of Regular Certificates (including corporations,  non-calendar
year  taxpayers,  securities  or  commodities  dealers,  real estate  investment
trusts,  investment  companies,  common trust  funds,  thrift  institutions  and
charitable  trusts) may request such  information  for any  calendar  quarter by
telephone or in writing by contacting the person  designated in Internal Revenue
Service  Publication  938 with  respect  to the  Trust  REMIC.  Holders  through
nominees must request such information from the nominee.

     Treasury   regulations   require   that,   in  addition  to  the  foregoing
requirements,  information  must be  furnished  annually  to  holders of Regular
Certificates and filed annually with the Internal Revenue Service concerning the
percentage  of the Trust  REMIC's  assets  meeting  the  qualified  asset  tests
described above under "Status of Certificates."

     DUE TO THE COMPLEXITY OF THESE RULES AND THE CURRENT  UNCERTAINTY AS TO THE
MANNER  OF  THEIR  APPLICATION  TO  THE  TRUST  AND  CERTIFICATEHOLDERS,  IT  IS
PARTICULARLY  IMPORTANT THAT POTENTIAL  INVESTORS CONSULT THEIR OWN TAX ADVISORS
REGARDING THE TAX TREATMENT OF THEIR  ACQUISITION,  OWNERSHIP AND DISPOSITION OF
THE CERTIFICATES.

                              ERISA CONSIDERATIONS

     Under current law the purchase and holding of Offered Certificates by or on
behalf of a Plan may result in "prohibited  transactions"  within the meaning of
ERISA and Section 4975 of the Code or Similar Law. A person who  participates in
a prohibited transaction with a Plan and is a "party in interest" (as defined in
Section  3(14) of  ERISA)  or  "disqualified  person"  (as  defined  in  section
4975(e)(2)  of the  Code)  with  respect  to such Plan may be  subject  to civil
penalties  or excise  taxes  under  ERISA or the Code,  and may also be assessed
damages for any breach of a fiduciary duty owed to such Plan. Consequently, each
purchaser or transferee of a Class E-1  Certificate  (including  any  beneficial
owner thereof) will be deemed to have  represented to the Trustee (a) that it is
not a Plan and is not  acting on behalf of a Plan or using the  assets of a Plan
to effect such purchase; or (b) if it is an insurance company, that the purchase
and holding of Class E-1 Certificates or any interest therein is exempt from the
prohibited  transaction  provisions  of  ERISA  and the  Code  under  Prohibited
Transaction  Class Exemption 95-60. In addition,  no sale or transfer of a Class
E-2  Certificate  will be made unless the  purchaser  or  transferee  delivers a
certification in form and substance satisfactory to the Trustee stating that (a)
it is not a Plan and is not  acting  on  behalf  of any such  Plan or using  the
assets of any such Plan to acquire such Certificate or (b) if it is an insurance
company,  that the purchase and holding of such  Certificate  is exempt from the
prohibited  transaction  provisions  of  ERISA  and the  Code  under  Prohibited
Transaction Class Exemption 95-60, 60 Fed. Reg. 35925 (July 12, 1995).

                         LEGAL INVESTMENT CONSIDERATIONS

     Investors  should consult their own legal  advisors in determining  whether
and to  what  extent  a  Class  of  Offered  Certificates  constitutes  a  legal
investment or is subject to restrictions on investment.

     The Offered  Certificates will not constitute "mortgage related securities"
for purposes of SMMEA.

     The Depositor makes no representation as to the proper  characterization of
the  Offered   Certificates  for  legal  investment  or  financial   institution
regulatory  purposes,  or as to the ability of particular  investors to purchase
the Offered  Certificates  under applicable legal investment  restrictions.  The
uncertainties   described  above  (and  any  unfavorable  future  determinations
concerning legal investment or financial institution regulatory  characteristics
of the Offered  Certificates)  may adversely affect the liquidity of the Offered
Certificates.

                                  UNDERWRITING

     Under the terms and subject to the conditions set forth in an  underwriting
agreement   (the   "Underwriting   Agreement")   among  the  Depositor  and  the
Underwriter,  the  Depositor  has  agreed  to sell to the  Underwriter,  and the
Underwriter has agreed to purchase all of the Offered Certificates.

     There is currently no secondary  market for the Offered  Certificates.  The
Underwriter,  either  directly  or  through  its  affiliates,  intends to make a
secondary  market in the Offered  Certificates,  but has no obligation to do so.
There can be no assurance that an active secondary market for any of the Offered
Certificates  will  develop  or that  any  such  market,  if  established,  will
continue.

     The  distribution of the Class E-1  Certificates by the Underwriter will be
effected from time to time in one or more negotiated transactions, or otherwise,
at  varying  prices to be  determined,  in each case,  at the time of sale.  The
Underwriter may effect such  transactions by selling the Class E-1  Certificates
to or through dealers,  and such dealers may receive from the  Underwriter,  for
whom  they act as agent,  compensation  in the form of  underwriting  discounts,
concessions or commissions.  The  Underwriter  and any dealers that  participate
with the Underwriter in the  distribution of the Class E-1  Certificates  may be
deemed to be an  underwriter,  and any  discounts,  concessions  or  commissions
received  by them,  and any  profit on the  resale of the  Offered  Certificates
purchased by them, may be deemed to be  underwriting  discounts and  commissions
under the  Securities  Act of 1933,  as amended  (the  "Act").  The  Underwriter
proposes  to offer the Class E-2  Certificates  directly  to  purchasers  at the
initial public  offering  price set forth on the cover page of this  Prospectus.
The  Underwriting  Agreement  provides  that the  Depositor  will  indemnify the
Underwriter against certain civil liabilities,  including  liabilities under the
Act.

                               CERTIFICATE RATINGS

     It is a condition  to the  issuance of the  Offered  Certificates  that the
Class  E-1  Certificates  be  rated  "BBB"  by  D&P,  and  that  the  Class  E-2
Certificates be rated "BB" by S&P and D&P.

     The terms of the instrument establishing the Reserve Fund permits the owner
thereof  to  request  and to obtain a  release  of funds in  certain  instances,
provided that the ratings of the Underlying  Certificates  will not, as a result
of such release or otherwise,  be rated lower than the initial ratings  assigned
to such Underlying Certificates.

     The Depositor has been advised by the Rating Agencies that (i) their rating
of the  Offered  Certificates  is and will be based on the  assumption  that the
owner of the Reserve  Fund will  obtain,  from time to time,  a release of funds
from the Reserve Fund and (ii)  accordingly,  since the Underlying  Certificates
have current  ratings equal to their initial  ratings,  any such release to such
owner will not,  solely  based on such  release,  result in a downgrade or other
qualification of the rating of the Offered  Certificates by either of the Rating
Agencies to the extent  that such  Offered  Certificates  are then rated by such
Rating Agency.

     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. The security rating assigned to the Underlying Certificates should
be evaluated  independently  of similar security ratings assigned to other kinds
of securities.

     The ratings assigned by S&P to mortgage  pass-through  certificates address
the likelihood of the receipt of all  distributions  on the underlying  mortgage
loans by the related  certificateholders  under the agreements pursuant to which
such certificates are issued.  S&P's ratings take into  consideration the credit
quality of the related  mortgage pool,  including any credit support  providers,
structural and legal aspects associated with such  certificates,  and the extent
to which the payment  stream on such  mortgage pool is adequate to make payments
required  by such  certificates.  S&P's  ratings  on such  certificates  do not,
however, constitute a statement regarding frequency or likelihood of prepayments
on the related mortgage loans.

     The ratings assigned by D&P to mortgage  pass-through  certificates address
the likelihood of the receipt by  certificate  holders of all  distributions  to
which such  certificate  holders are entitled.  The ratings assigned to mortgage
pass-through  certificates  by D&P do not  constitute a statement  regarding the
likelihood,  frequency  or extent of principal  prepayments.  The ratings do not
address the  possibility  that  certificate  holders  might receive a lower than
expected yield.

     For a discussion regarding the ratings of the Underlying Certificates,  see
"CERTIFICATE RATINGS" in the Underlying Prospectus, attached hereto as Annex A.

                                  LEGAL MATTERS

     Certain legal matters relating to the Offered  Certificates  will be passed
upon by Cadwalader, Wickersham & Taft, New York, New York.

                             ADDITIONAL INFORMATION

     The Depositor has filed with the  Securities and Exchange  Commission  (the
"Commission") Registration Statement 333-10027 under the Act with respect to the
Offered  Certificates (the  "Registration  Statement").  This Prospectus,  which
forms a part of the Registration Statement,  omits certain information contained
in such  Registration  Statement  pursuant to the rules and  regulations  of the
Commission.  Statements  contained in this  Prospectus  as to the content of any
contract  or other  document  referred  to are  summaries  and in each  instance
reference  is made to the copy of the  contract  or other  document  filed as an
exhibit to the  Registration  Statement,  each such statement being qualified in
all respects by such reference.  The Registration Statement can be inspected and
copied at the public  reference  facilities  maintained by the Commission at 450
Fifth  Street,  N.W.,  Washington,  D.C.  20549,  and at certain of its Regional
Offices located as follows: Chicago Regional Office, Northwestern Atrium Center,
500 Madison  Street,  Suite 1400,  Chicago,  Illinois  60661-2511;  and New York
Regional Office, 75 Park Place, 14th Floor, New York, New York 10007.  Copies of
such  material  can also be obtained  from the Public  Reference  Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
The  Commission  maintains  a Web  site at  http://www.sec.gov,  which  contains
reports and other  information  regarding  registrants that file  electronically
with the  Commission.  Copies of the Trust  Agreement  will be  provided to each
person to whom a Prospectus is  delivered,  upon written or oral request of such
person directed to: Lehman Structured  Securities  Corp., 200 Vesey Street,  New
York,  New York 10285,  Attention:  c/o  Corporate  Secretary,  Lehman  Brothers
Holdings, Inc., 24th Floor.

     The prospectus with respect to the Underlying  Certificates  has been filed
with the Commission under the Act (registration  statement  33-82066) and can be
inspected and copied at the public reference  facilities listed in the preceding
paragraph.

     The  Depositor  will  file or cause to be filed  with the  Commission  such
periodic  reports  with  respect  to the Trust  Fund as are  required  under the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations of the Commission thereunder or such other reports as are agreed
to by the Depositor and the  Commission.  The  Depositor's  obligations  to file
periodic  reports  with the  Commission  pursuant  to the  Exchange  Act will be
suspended  if the  Certificates  are held of record by fewer  than 300  holders.
Accordingly,  if there are fewer than 300 holders of the Certificates at January
1, 1997 or as of the first day of any fiscal year thereafter,  the Depositor may
cease  to file  reports  with the  Commission  in  respect  of the  fiscal  year
beginning on that date.

     Information  concerning  the Mortgage  Loans may be obtained for a fee from
Univest, 10809 Executive Center Drive, Suite 200, Little Rock, Arkansas 72211.

<PAGE>
                            INDEX OF PRINCIPAL TERMS

Act...................................................................
Adjustment Date.......................................................
ARMs..................................................................
Assumed Schedule Payment..............................................
Balloon Mortgage Loans................................................
Balloon Payment.......................................................
Book-Entry Certificate................................................
Business Day..........................................................
Cede..................................................................
Certificate Account...................................................
Certificate Interest Accrual Period...................................
Certificate Interest Rate.............................................
Certificate Principal Amount..........................................
Certificateholder.....................................................
Certificates..........................................................
Class A-1 Certificates................................................
Class A-2A Certificates...............................................
Class A-2B Certificates...............................................
Class A-2C Certificates...............................................
Class A-3 Certificates................................................
Class A-4 Certificates................................................
Class B Certificates..................................................
Class C Certificates..................................................
Class D Certificates..................................................
Class E-1 Certificate Owner...........................................
Class E-1 Certificates................................................
Class E-2 Certificates................................................
Class F Certificates..................................................
Class R Certificates..................................................
Closing Date..........................................................
Code..................................................................
Commission............................................................
CPR...................................................................
Cut-Off Date..........................................................
D&P...................................................................
Debt Service Reduction................................................
Declining Balance Tables..............................................
Deferred Interest.....................................................
Deficient Valuation...................................................
Definitive Certificate................................................
Depositor.............................................................
Depository Institution................................................
Depository Trust Company, DTC.........................................
Discounted Mortgage Loan..............................................
Distribution Date.....................................................
Due Date..............................................................
Due Period............................................................
Eligible Multifamily Mortgage Loans...................................
ERISA.................................................................
Excess Cash Flow Mortgage Loan........................................
Excess Interest.......................................................
Exchange Act..........................................................
Final Schedule Distribution Date......................................
Final Adjustment Date.................................................
Fitch.................................................................
Floor Interest Rates..................................................
FRF...................................................................
Holder................................................................
Index.................................................................
Indirect Participant..................................................
Interest..............................................................
Interest Accrual Amount...............................................
Interest Shortfall Amount.............................................
Legal Investment......................................................
Lehman Brothers.......................................................
LIBOR.................................................................
Loans-to-Facilitate...................................................
Macaulay Duration.....................................................
Margin................................................................
Master Servicer.......................................................
Matured Balloon Mortgage Loan.........................................
Maturity Date Extension Assumptions For Matured
  Balloon Mortgage Loans..............................................
Maximum Negative Amortization Amount..................................
Midland...............................................................
Monthly Payment.......................................................
Mortgage Interest Rate................................................
Mortgage Loan Assumptions.............................................
Mortgage Loan Group 1.................................................
Mortgage Loan Group 2.................................................
Mortgage Loan Group 3.................................................
Mortgage Loan Group 4.................................................
Mortgage Loan Groups..................................................
Mortgage Loans........................................................
Mortgage Pool.........................................................
Managed Property......................................................
Net Mortgage Interest Rate............................................
Non-U.S. Person.......................................................
Note..................................................................
Offered Certificates..................................................
OID...................................................................
OID Regulations.......................................................
Optional Termination..................................................
Participant...........................................................
Payment Rate..........................................................
Plan..................................................................
Pooled Certificates...................................................
Pooling Agreement.....................................................
Prepayment Assumption.................................................
Prepayment Model......................................................
Previously Modified Mortgage Loans....................................
Price Yield Tables....................................................
Principal.............................................................
Principal Balance.....................................................
Qualified Institutional Buyer.........................................
Rating................................................................
Rating Agencies.......................................................
Record Date...........................................................
Registration Statement................................................
Regular Certificates..................................................
REMIC.................................................................
REMIC Administrator...................................................
REMIC Regulations.....................................................
REO Mortgage Loan.....................................................
Reserve Fund..........................................................
Residual Holder.......................................................
RTC...................................................................
Rules.................................................................
S&P...................................................................
Scheduled Principal Balance...........................................
Seller................................................................
Seller-Originated Loans...............................................
Similar Law...........................................................
Simple Interest Loan..................................................
SBJPA of 1996.........................................................
SMMEA.................................................................
Special Servicer......................................................
Specially Serviced Mortgage Loans.....................................
Startup Day...........................................................
Trust.................................................................
Trust Agreement.......................................................
Trust Fund............................................................
Trust REMIC...........................................................
Trustee...............................................................
Trustee Fee...........................................................
U.S. Person...........................................................
Underlying Certificateholders.........................................
Underlying Certificates...............................................
Underlying Class E Certificates.......................................
Underlying Class R Certificates.......................................
Underlying Cut-Off Date...............................................
Underlying Prospectus.................................................
Underlying Transaction................................................
Underlying Trust Fund.................................................
Underlying Trustee's October Report...................................
Underwriter...........................................................
Underwriting Agreement................................................
Workout Fee...........................................................



<PAGE>
                                    EXHIBITS

     Unless  otherwise  noted, the information set forth in Exhibits A through J
is based on Scheduled  Principal  Balances,  Mortgage  Interest  Rates and other
information  as of September 1, 1996 with respect to Mortgage  Loans included in
the Underlying Trust Fund; provided that the Mortgage Interest Rates for certain
of the  adjustable  rate  Mortgage  Loans  are as of the  Due  Period  preceding
September 1, 1996. As a result of the time difference between September 1, 1996,
the date as which the  information  herein is being  provided,  and the  Cut-Off
Date,  the  information  set  forth  below may  change as a result of  principal
payments,  prepayments in full,  Mortgage  Interest Rate  adjustments  and other
factors  relating  to  the  Mortgage  Loans  prior  to  the  Closing  Date.  The
information  expressed  as a percentage  of the  aggregate  Scheduled  Principal
Balance may not total 100% due to rounding, and the sum of the amounts listed as
the aggregate  Scheduled Principal Balance of the Mortgage Loans as of September
1, 1996 may not total the indicated amount due to rounding.  Furthermore, unless
noted otherwise,  the information  regarding the Mortgage Loan balances provided
herein  is based on the  information  provided  by the  Master  Servicer,  whose
records show an aggregate  Scheduled Principal Balance for the Mortgage Loans as
of September 1, 1996 of $664,678.21 less than the aggregate  Scheduled Principal
Balance of the Mortgage  Loans shown in the Underlying  Trustee's  reports as of
September  1, 1996.  Nevertheless,  to the  extent  included  in the  Underlying
Trustee's October Report,  certain  information  herein is as of October 1,1996,
and is noted  accordingly.  For  purposes of the  following  exhibits,  weighted
average original term calculations do not include contractual extensions.

     Unless noted otherwise,  the following maturity date extension  assumptions
(the "Maturity Date Extension  Assumptions for Matured Balloon Loans") were used
for Matured  Balloon  Mortgage  Loans to determine the remaining  term to stated
maturity,  in classifying the Mortgage Loans as either Balloon Mortgage Loans or
fully amortizing  Mortgage Loans: (i) the maturity dates for all  non-amortizing
Balloon  Mortgage Loans that became Matured Balloon  Mortgage Loans on or before
the  Underlying  Cut-Off Date have been extended to September 1, 1999;  (ii) the
maturity dates for all other Balloon  Mortgage Loans that became Matured Balloon
Mortgage  Loans on or before the  Underlying  Cut-Off Date have been extended to
the dates on which such Mortgage Loans would have fully amortized based on their
related original  amortization  terms; (iii) the maturity dates for all Mortgage
Loans that became Matured  Balloon  Mortgage Loans after the Underlying  Cut-Off
Date and on or before  September  1, 1996 have been  extended to the date of the
first  anniversary  of their related  original  maturity dates that occurs after
September  1, 1996;  and (iv)  Matured  Balloon  Mortgage  Loans which have been
restructured  to have new maturity dates are assumed to pay through  maturity in
accordance with their restructured terms


<PAGE>
                                    Exhibit A


                              Mortgage Loan Group 1

                   Distribution of Original Principal Balances
                   of Mortgage Loans in Mortgage Loan Group 1

                                                                 Percentage of
                                                                   Mortgage
                                                                  Loan Group
                                                 Aggregate       by Aggregate
                                Number of        Scheduled         Scheduled
                             Mortgage Loans  Principal Balance Principal Balance
Original Principal                As of            As of             As of
   Balances               September 1, 1996 September 1, 1996 September 1, 1996
- ------------------------- ----------------- ----------------- -----------------
$   50,000 or less.........           1        $    41,101             0.02%
$   50,001 to $  100,000...          12            674,746             0.37
$  100,001 to $  200,000...          39          4,930,964             2.68
$  200,001 to $  400,000...         109         28,770,850            15.66
$  400,001 to $  600,000...          72         31,058,935            16.90
$  600,001 to $  800,000...          30         18,946,330            10.31
$  800,001 to $1,000,000...          16         13,307,710             7.24
$1,000,001 to $2,000,000...          28         35,711,315            19.43
$2,000,001 to $3,000,000...           5         11,443,937             6.23
$3,000,001 to $4,000,000...           4         10,999,931             5.99
$4,000,001 to $5,000,000...           2          8,408,829             4.58
$5,000,001 to $10,000,000..           4         19,472,187            10.60
                                   ---         ----------           ------  
      Total...............         322        $183,766,834          100.00%
                                   ===         ===========          ======

                 Average Original Principal Balance is $645,994.


      Distribution of Scheduled Principal Balances as of September 1, 1996
                   of Mortgage Loans in Mortgage Loan Group 1

                                                               Percentage of
                                                                 Mortgage
                                                                Loan Group
                                               Aggregate       by Aggregate
                              Number of        Scheduled         Scheduled
         Scheduled         Mortgage Loans  Principal Balance Principal Balance
    Principal Balances          As of            As of             As of
  as of September 1, 1996 September 1, 1996 September 1, 1996 September 1, 1996
- ------------------------- ----------------- ----------------- -----------------
$   50,000 or less..........       5         $   165,945            0.09%
$   50,001 to $  100,000....      19           1,368,084            0.74
$  100,001 to $  200,000....      53           8,387,363            4.56
$  200,001 to $  400,000....     100          29,372,048           15.98
$  400,001 to $  600,000....      63          29,974,337           16.31
$  600,001 to $  800,000....      29          19,393,382           10.55
$  800,001 to $1,000,000....      15          13,451,556            7.32
$1,000,001 to $2,000,000....      26          36,615,458           19.92
$2,000,001 to $3,000,000....       4          10,904,396            5.93
$3,000,001 to $4,000,000....       4          13,519,180            7.36
$4,000,001 to $5,000,000....       3          14,259,996            7.76
$5,000,001 to $10,000,000...       1           6,355,089            3.46
                                ---         -----------          ------
      Total...............      322         $183,766,834         100.00%
                                ===          ===========         ======

                                                                   
    Average Scheduled Principal Balance as of September 1, 1996 is $570,704.



<PAGE>

                        Original Terms to Stated Maturity
                   of Mortgage Loans in Mortgage Loan Group 1

                                                        Percentage of
                                                          Mortgage
                                                         Loan Group
                                        Aggregate       by Aggregate
                       Number of        Scheduled         Scheduled
  Original Number   Mortgage Loans  Principal Balance Principal Balance
    of Years to          As of            As of             As of
 Stated Maturity*  September 1, 1996 September 1, 1996 September 1, 1996
- -----------------  ----------------- ----------------- -----------------
  5 years or less.         8         $ 2,864,415             1.56%
  5+ to  7 years..         4           7,034,966             3.83
  7+ to 10 years..        41          26,681,289            14.52
 10+ to 15 years..        72          45,227,312            24.61
 15+ to 20 years..         3           1,816,031             0.99
 20+ to 30 years..       193         100,071,353            54.46
more than 30 years.        1              71,468             0.04
                       -----        -------------         -------
      Total.......       322         $183,766,834          100.00%
                         ===          ===========          ======

        Weighted Average Original Term to Stated Maturity is 21.7 years.

- ----------

 * Without giving effect to any modification or extension of maturity date.


                      Remaining Terms to Stated Maturity of
                 Balloon Mortgage Loans in Mortgage Loan Group 1

                                                         Percentage of
                                                       Balloon Mortgage
                                                       Loans in Mortgage
                                                          Loan Group
                                        Aggregate        by Aggregate
                       Number of        Scheduled          Scheduled
 Years Remaining    Mortgage Loans  Principal Balance  Principal Balance
     as of               As of            As of              As of
September 1, 1996*  September 1, 1996 September 1, 1996  September 1, 1996
- -----------------  ------------------ ------------------ -----------------
 1 year or less.           8         $ 8,408,031            18.38%
 1+ to 2 years..           2           6,630,705            14.50
 2+ to 3 years..           2             290,506             0.64
 3+ to 4 years..           5           6,607,419            14.45
 5+ to 10 years..         15          10,751,340            23.51
10+ to 15 years..         14          11,180,907            24.45
20+ to 30 years.           3           1,867,879             4.08
                          --          ----------           ------
     Total......          49         $45,736,787           100.00%
                                      ==========           ======

        Weighted Average Remaining Term to Stated Maturity is 5.9 years.

- ----------

     * Based on the Maturity Date Extension  Assumptions For Matured  Performing
Mortgage Loans described herein.



<PAGE>

                      Remaining Terms to Stated Maturity of
            Fully Amortizing Mortgage Loans in Mortgage Loan Group 1

                                                          Percentage of
                                                        Fully Amortizing
                                                         Mortgage Loans
                                                           in Mortgage
                                                           Loan Group
                                          Aggregate       by Aggregate
                         Number of        Scheduled         Scheduled
   Years Remaining    Mortgage Loans  Principal Balance Principal Balance
        as of              As of            As of             As of
 September 1, 1996*  September 1, 1996 September 1, 1996 September 1, 1996
- -------------------  ----------------- ----------------- ----------------
  4+ to 5 years..            2              95,122             0.07
  5+ to 10 years..           3             256,998             0.19
 10+ to 15 years..          14           1,659,394             1.20
 15+ to 20 years..          29           6,972,839             5.05
 20+ to 30 years..         225         129,045,695            93.49
                           ---         -----------           ------
      Total......          273         $138,030,047          100.00%
                           ===          ===========          ======

        Weighted Average Remaining Term to Stated Maturity is 23.3 years.

- ----------

* Based on the  Maturity  Date  Extension  Assumptions  For  Matured  Performing
Mortgage Loans described herein.


                           Seasoning of Mortgage Loans
                            in Mortgage Loan Group 1

                                                               Percentage of
                                                                 Mortgage
                                                                Loan Group
                                               Aggregate       by Aggregate
                              Number of        Scheduled         Scheduled
          Seasoning        Mortgage Loans  Principal Balance Principal Balance
            as of               As of            As of             As of
      September 1, 1996   September 1, 1996 September 1, 1996 September 1, 1996
    --------------------- ----------------- ----------------- ----------------
    2+ years to 3 years..        15         $14,835,665            8.07%
    3+ years to 4 years..        23          14,261,577            7.76
    4+ years to 5 years..        78          53,480,414           29.10
    5+ years to 6 years..         3           1,776,967            0.97
    6+ years to 7 years..        36          16,302,684            8.87
    7+ years to 8 years..        71          41,250,103           22.45
    8+ years to 9 years..        20          21,432,392           11.66
    9+ years to 10 years.        29          11,590,057            6.31
    over 10 years........        47           8,836,975            4.81
                                ---        ------------          ------
           Total.....           322        $183,766,834          100.00%
                                ===          ===========         ======

                    Weighted Average Seasoning is 6.3 years.



<PAGE>

                 Mortgage Interest Rates as of September 1, 1996
                   of Mortgage Loans in Mortgage Loan Group 1

                                                             Percentage of
                                                               Mortgage
                                                              Loan Group
                                             Aggregate       by Aggregate
                            Number of        Scheduled         Scheduled
                         Mortgage Loans  Principal Balance Principal Balance
                              As of            As of             As of
Mortgage Interest Rates September 1, 1996 September 1, 1996 September 1, 1996
- ----------------------- ----------------- ----------------- -----------------
 Less than or equal to          1         $    30,921             0.02%
  4.00%................
  5.00% to   5.99%....          1              86,051             0.05
  6.00% to   6.99%....          2           1,383,286             0.75
  7.00% to   7.99%....         90          76,332,455            41.54
  8.00% to   8.99%....        201          98,103,701            53.38
  9.00% to   9.99%....         11           3,336,992             1.82
 10.00% to  10.99%....          8           2,668,833             1.45
 11.00% to  11.99%....          2             601,713             0.33
 12.00% to  12.99%....          1             149,854             0.08
 13.00% to  13.99%....          5           1,073,028             0.58
                             ----        ------------          -------
         Total........        322         $183,766,834          100.00%
                              ===          ===========          ======

                Weighted Average Mortgage Interest Rate is 7.94%.


                       Loan-to-Value Ratios at Origination
                   of Mortgage Loans in Mortgage Loan Group 1

                                                            Percentage of
                                                              Mortgage
                                                             Loan Group
                                            Aggregate       by Aggregate
                           Number of        Scheduled         Scheduled
                        Mortgage Loans  Principal Balance Principal Balance
     Loan-to-Value           As of            As of             As of
Ratios at Origination* September 1, 1996 September 1, 1996 September 1, 1996
- ---------------------- ----------------- ----------------- -----------------
  50.00% or less......        25         $  8,490,912            4.62%
  50.01% to 60.00%....        50           26,851,664           14.61
  60.01% to 70.00%....       116           64,389,762           35.04
  70.01% to 80.00%....       121           81,387,976           44.29
  80.01% to 90.00%....         3              994,298            0.54
  90.01% to 100.00%...         2              363,735            0.20
 100.01% or more......         1               87,935            0.05
Unknown...............         4            1,200,552            0.65
                            ----         ------------         -------
      Total...........       322         $183,766,834          100.00%
                             ===          ===========          ======

        Weighted Average Loan-to-Value Ratio at Origination is 67.72%.**

- ----------

* In connection with the Underlying Transaction,  in certain cases,  information
as to the value of the Mortgaged Property was not available in the files for the
applicable Mortgage Loan. In such cases, efforts were made by the RTC to collect
such information from other sources.

** Excludes Mortgage Loans with unknown Loan-to-Value Ratios.



<PAGE>

         Range of Ratios of Current Loan Balance-to-Original Value*
                as of September 1, 1996 in Mortgage Loan Group 1

                                                                Percentage of
                                                                  Mortgage
                                                                 Loan Group
                                                Aggregate       by Aggregate
                                Number of       Scheduled         Scheduled
                             Mortgage Loans Principal Balance Principal Balance
  Ratios of Current Loan          As of           As of             As of
Balance-to-Original Value* September 1, 1996 September 1, 1996 September 1, 1996
- --------------------------- ---------------- ----------------- ----------------
 50.00% or less...........        54         $ 21,076,136           11.47%
 50.01% to 60.00%.........        83           39,214,902           21.34
 60.01% to 70.00%.........       146           99,164,072           53.96
 70.01% to 80.00%.........        30           21,874,831           11.90
 80.01% to 90.00%.........         4            1,068,683            0.58
 90.01% to 100.00%........         1              167,657            0.09
Unknown...................         4            1,200,552            0.65
                                ----         ------------         -------
      Total...............       322         $183,766,834          100.00%
                                 ===          ===========          ======

   Weighted Average Current Loan Balance-to-Original Value Ratio is 61.09%.**

- ----------

     *The ratio of Current Loan Balance-to-Original Value was calculated by
multiplying the ratio of Original Loan Balance-to-Original  Value by a fraction,
the numerator of which is the current  principal  balance as of the Cut-Off Date
and the  denominator  of which is the  balance  of the  Mortgage  Loan as of its
origination.

* In connection with the Underlying Transaction,  in certain cases,  information
as to the value of the Mortgaged Property was not available in the files for the
applicable Mortgage Loan. In such cases, efforts were made by the RTC to collect
such information from other sources.

** Excludes Mortgage Loans with unknown Current Loan  Balance-to-Original  Value
Ratios.


                        Lien Positions of Mortgage Loans
                            in Mortgage Loan Group 1

                                                     Percentage of
                                                       Mortgage
                                                      Loan Group
                                     Aggregate       by Aggregate
                    Number of        Scheduled         Scheduled
                 Mortgage Loans  Principal Balance Principal Balance
                      As of            As of             As of
Lien Position*  September 1, 1996 September 1, 1996 September 1, 1996
- --------------  ----------------- ----------------- ------------------
First lien**..              322   $183,766,834         100.00%
                            ---    -----------         -------
Total.........              322   $183,766,834         100.00%
                            ===    ===========         ======
- ----------

* In certain cases, a title insurance policy or attorney's title opinion was not
contained in the applicable Mortgage Loan file. In such cases, efforts were made
by the RTC to  determine  the lien  position  of such  Mortgage  Loan from other
sources in the Mortgage Loan file or elsewhere.

** Includes  second and third liens with  respect to which all senior  liens are
included in the Mortgage Pool.



<PAGE>

                                  Property Type
                of Mortgaged Properties in Mortgage Loan Group 1

                                                                 Percentage of
                                                                   Mortgage
                                                                  Loan Group
                                                 Aggregate       by Aggregate
                                Number of        Scheduled         Scheduled
                             Mortgage Loans  Principal Balance Principal Balance
 Type of                             As of            As of             As of
 Mortgaged Properties      September 1, 1996 September 1, 1996 September 1, 1996
- ----------------------     ----------------- ----------------- -----------------
Multifamily..................        322          $183,766,834         100.00%
                                     ---           -----------         ------
          Total..............        322          $183,766,834         100.00%
                                     ===           ===========         ======


                             Geographic Distribution
                of Mortgaged Properties in Mortgage Loan Group 1

                                                    Percentage of
                                                      Mortgage
                                                     Loan Group
                                    Aggregate       by Aggregate
                    Number of       Scheduled         Scheduled
                 Mortgage Loans Principal Balance Principal Balance
                      As of           As of             As of
   Location     September 1, 1996 September 1, 1996 September 1, 1996
- --------------  ----------------- ----------------- -----------------
Arizona.......          3        $   481,892            0.26%
California....        278        169,363,674           92.16
Colorado......          1            672,527            0.37
Connecticut...          3            238,053            0.13
Florida.......          8          5,907,738            3.21
Louisiana.....          1            389,425            0.21
North Carolina          1            581,356            0.32
New Jersey....          1          1,576,310            0.86
New Mexico....          1             55,436            0.03
New York......          2            290,506            0.16
Ohio..........          9          1,088,901            0.59
Pennsylvania..          1            167,650            0.09
Texas.........          5          1,753,300            0.95
Virginia......          8          1,200,067            0.65
                     ----       ------------         -------
Total.........        322        $183,766,834         100.00%
                      ===         ===========         ======




<PAGE>

                        County Concentrations (Over 10%)
                   of Mortgage Loans in Mortgage Loan Group 1

                                                              Percentage of
                                                                Mortgage
                                                               Loan Group
                                              Aggregate       by Aggregate
                             Number of        Scheduled         Scheduled
                          Mortgage Loans  Principal Balance Principal Balance
                               As of            As of             As of
  County Concentration*  September 1, 1996 September 1, 1996 September 1, 1996
- -----------------------  ----------------- ----------------- -----------------
Los Angeles County
     90028 Los Angeles.          3          $5,997,214             3.26%
     90034 Los Angeles.          7           5,185,600             2.82
     90019 Los Angeles.          6           4,616,286             2.51
     91401 Van Nuys....          8           3,801,067             2.07
     Other Zip Codes...        174          83,937,784            45.68
Total Los Angeles              198         103,537,951            56.34
County.................
All Other Counties.....        124          80,228,883            43.66
                               ---        ------------           ------
          Total........        322        $183,766,834           100.00%

- ----------

* Zip Code  concentrations  are indicated  above only if the percentage  exceeds
2.0% in the counties noted.


                Monthly Payments Delinquent as of October 1, 1996
                   of Mortgage Loans in Mortgage Loan Group 1*

                                                                 Percentage of
                                                                   Mortgage
                                                                  Loan Group
                                                Aggregate        by Aggregate
                                Number of       Scheduled         Scheduled
                             Mortgage Loans  Principal Balance Principal Balance
   Monthly Payments               As of           As of             As of
    Delinquent               October 1, 1996  October 1, 1996   October 1, 1996
- --------------------------- ---------------- ----------------------------------
Current....................       290        $160,029,798           87.52%
30-59 days past due........         4           1,205,662            0.66
60-89 days past due........         3           1,496,475            0.82
90+ days past due..........        22          19,058,754           10.42
Foreclosure................         1             667,731            0.37
REO........................         1             387,309            0.21
                                 ----        ------------         -------
          Total............       321         $182,845,729         100.00%
                                  ===          ===========         ======

- ----------

* Information obtained from the September 1, 1996 Underlying Trustee's report to
the Underlying Certificateholders.

<PAGE>


     Delinquency History for the Past Twelve Months as of September 1, 1996
                   of Mortgage Loans in Mortgage Loan Group 1

<TABLE>
<CAPTION>
                                                                                  Percentage of
                                                                                    Mortgage
                                                                                   Loan Group
                                                                  Aggregate       by Aggregate
                                                  Number of       Scheduled         Scheduled
                                               Mortgage Loans Principal Balance Principal Balance
                                                    As of           As of             As of
            Delinquency History*             September 1, 1996 September 1, 1996 September 1, 1996
- -------------------------------------------- -----------------------------------------------------

<S>                                                <C>        <C>                     <C>  
No 30 Day or Greater Delinquency in last 12        283        $156,430,677            5.12%
months...........................................
One Payment Delinquent (30-59 days) in last
12 months
  1 time 30-day delinquent in last 12 months.....    4           2,639,837            1.44
  More than 2 times 30-day delinquent in
last 12
    months.......................................    2             551,716            0.30
Two Payments Delinquent (60-89 days) in
last 12
  months
  1 time 60-day delinquent in last 12 months.....    3           1,937,491            1.05
  More than 2 times 60-day delinquent in
last 12
    months.......................................    1             149,854            0.08
Three or more Payments Delinquent (90
days+) in last 12 months
  1 time 90-day delinquent in last 12 months.....    1             410,781            0.22
  2 times 90-day delinquent in last 12               3           1,615,864            0.88
months...........................................
  More than 2 times 90-day delinquent in
last 12
    months.......................................   25          20,030,614           10.90
                                                    --        ------------          ------
         Total...................................  322        $183,766,834          100.00%
                                                   ===         ===========          ======

- ----------


<FN>
 * The  delinquency  history  was  calculated  by  the  Depositor  based  on the
Paid-to-Dates provided by the Master Servicer.
</FN>
</TABLE>


               Margins of Mortgage Loans in Mortgage Loan Group 1

                                                       Percentage of
                                                         Mortgage
                                                        Loan Group
                                       Aggregate       by Aggregate
                      Number of        Scheduled         Scheduled
                   Mortgage Loans  Principal Balance Principal Balance
                        As of            As of             As of
      Margins     September 1, 1996 September 1, 1996 September 1, 1996
- ----------------- ----------------- ----------------- -----------------
Less than Zero..          2         $   109,769            0.06%
No Stated Margin          4             940,695            0.51
 0.01% to 0.99%.          2             573,604            0.31
 1.00% to 1.99%.          7           3,247,088            1.77
 2.00% to 2.99%.        238         162,854,601           88.62
 3.00% to 3.99%.         64          15,448,207            8.41
 4.00% or more..          5             592,870            0.32
                       ----        ------------         -------
          Total.        322         $183,766,834         100.00%
                        ===          ===========         ======

                        Weighted Average Margin is 2.60%.



<PAGE>

            Maximum Rates of Mortgage Loans in Mortgage Loan Group 1

                                                        Percentage of
                                                          Mortgage
                                                         Loan Group
                                        Aggregate       by Aggregate
                       Number of        Scheduled         Scheduled
                    Mortgage Loans  Principal Balance  Principal Balance
                         As of            As of             As of
   Maximum Rates   September 1, 1996 September 1, 1996  September 1, 1996
- ------------------ ----------------- -----------------  -----------------
No Maximum Rate...        25         $15,551,047            8.46%
Less than 11.99%..         5           1,797,605            0.98
12.00%  to 12.99%.        21          10,227,988            5.57
13.00%  to 13.99%.        30          30,471,120           16.58
14.00%  to 14.99%.       174         104,282,550           56.75
15.00%  to 15.99%.        42          16,178,023            8.80
16.00%  to 16.99%.         8           1,385,235            0.75
17.00%  to 17.99%.        10           2,128,797            1.16
18.00%  to 18.99%.         5           1,417,160            0.77
19.00%  to 19.99%.         2             327,309            0.18
          Total...       322         $183,766,834         100.00%
                         ===          ===========         ======

                    Weighted Average Maximum Rate is 14.30%.*

- ----------
* Excludes ARMs with no Maximum Rate.


         Floor Interest Rates of Mortgage Loans in Mortgage Loan Group 1

                                                          Percentage of
                                                          Mortgage Loan
                                                            Group by
                                          Aggregate         Aggregate
                         Number of        Scheduled         Scheduled
                      Mortgage Loans  Principal Balance Principal Balance
                           As of            As of             As of
Floor Interest Rates September 1, 1996 September 1, 1996 September 1, 1996
- -------------------- ----------------- ----------------- -----------------
No Minimum Rate....         88         $39,035,308           21.24%
Less than 6.00%....         50          33,168,236           18.05
         6.00% to 6.99%.....36          26,575,373           14.46
         7.00% to 7.99%.....74          45,702,003           24.87
         8.00% to 8.99%...  74          39,285,913           21.38
                          ----        ------------          ------
          Total....        322         $183,766,834         100.00%
                           ===          ===========         ======

                 Weighted Average Floor Interest Rate is 6.92%.*

- ----------
* Excludes ARMs with no Floor Interest Rate.
<PAGE>


                         Periodic Rate Adjustment Caps
                   of Mortgage Loans in Mortgage Loan Group 1

                                                                Percentage of
                                                                  Mortgage
                                                                 Loan Group
                                                Aggregate       by Aggregate
                               Number of        Scheduled         Scheduled
                            Mortgage Loans  Principal Balance Principal Balance
       Periodic Rate             As of            As of             As of
      Adjustment Caps      September 1, 1996 September 1, 1996 September 1, 1996
- -------------------------- ----------------- ----------------- -----------------
No Periodic Adjustment Cap       209         $134,785,429          73.35%
Less than 1.00%...........         9              914,771           0.50
1.00% to 1.99%............        84           45,452,589          24.73
2.00% to 2.99%............        18            2,061,199           1.12
3.00% to 3.99%............         2              552,846           0.30
                               -----        -------------        -------
          Total...........       322         $183,766,834         100.00%
                                 ===          ===========         ======


                          Interest Adjustment Frequency
                   of Mortgage Loans in Mortgage Loan Group 1

                                                            Percentage of
                                                              Mortgage
                                                             Loan Group
                                            Aggregate       by Aggregate
                           Number of        Scheduled         Scheduled
                        Mortgage Loans  Principal Balance Principal Balance
       Interest              As of            As of             As of
 Adjustment Frequency  September 1, 1996 September 1, 1996 September 1, 1996
- ---------------------  ----------------- ----------------- -----------------
Monthly...............       180          $117,396,385          63.88%
Quarterly.............         1                36,665           0.02
Semi-Annually.........        69            32,020,971          17.42
Annually..............        54            25,147,495          13.68
Two Years.............         1                69,207           0.04
Three Years...........        11             3,180,060           1.73
Five Years............         2             3,993,799           2.17
Adjusts with Index....         4             1,922,251           1.05
          Total.......       322          $183,766,834         100.00%
                             ===           ===========         ======


                          Payment Adjustment Frequency
                   of Mortgage Loans in Mortgage Loan Group 1

                                                            Percentage of
                                                              Mortgage
                                                             Loan Group
                                            Aggregate       by Aggregate
                           Number of        Scheduled         Scheduled
                        Mortgage Loans  Principal Balance Principal Balance
        Payment              As of            As of             As of
 Adjustment Frequency  September 1, 1996 September 1, 1996 September 1, 1996
- ---------------------- ----------------- ----------------- -----------------
Semi-Annually.........        69           $32,020,971          17.42%
Annually..............       235           143,982,543          78.35
Two Years.............         1                69,207           0.04
Three Years...........        11             3,180,060           1.73
Five Years............         3             4,168,111           2.27
Adjusts with Index....         3               345,941           0.19
          Total.......       322          $183,766,834         100.00%
                             ===           ===========         ======




<PAGE>
                                     Indexes
                   of Mortgage Loans in Mortgage Loan Group 1

<TABLE>
<CAPTION>
                                                                                     Percentage of
                                                                                       Mortgage
                                                                                      Loan Group
                                                                     Aggregate       by Aggregate
                                                    Number of        Scheduled         Scheduled
                                                 Mortgage Loans  Principal Balance Principal Balance
                                                      As of            As of             As of
                     Indexes                    September 1, 1996 September 1, 1996 September 1, 1996
- ----------------------------------------------------------------- ----------------- ------------------
<S>  <C>                                                <C>        <C>                    <C>  
COFI 5th District...............................        1          $    63,363            0.03%
COFI 11th District Weighted Average.............      162          101,977,208           55.49
COFI Weighted Average for CA Members of SF FHLB         9              914,771            0.50
FHLB Advance Rate...............................        2              267,395            0.15
FHLB--National Average of Lenders
      (Previously Occupied Homes)...............        6            1,146,473            0.62
FHLMC 30 year Mortgage Commitment...............        1              174,312            0.09
LIBOR 1 Month...................................       52           38,424,369           20.91
LIBOR 1 Year....................................       15           11,006,945            5.99
LIBOR 6 Month...................................       39           20,726,442           11.28
PRIME Chase Manhattan Bank......................        1               55,436            0.03
PRIME Citibank..................................        1            1,576,310            0.86
PRIME As Stated In Wall Street Journal..........        4            1,083,052            0.59
Treasury--1 Year Weekly Average..................      20            3,757,127            2.04
Treasury--3 Year Weekly Average..................       6            2,415,809            1.31
Treasury--5 Year Weekly Average..................       2              141,157            0.08
Treasury--91 Day T-Bill..........................       1               36,665            0.02
                                                      ----        -------------         -------
          Total.................................      322         $183,766,834           100.00%
                                                      ===          ===========           ======


                        Loans with Potential for Negative
                      Amortization in Mortgage Loan Group 1

                                                              Percentage of
                                                                Mortgage
                                                               Loan Group
                                              Aggregate       by Aggregate
                             Number of        Scheduled         Scheduled
                          Mortgage Loans  Principal Balance Principal Balance
                               As of            As of             As of
  Negative Amortization  September 1, 1996 September 1, 1996 September 1, 1996
- ------------------------ ----------------- ----------------- -----------------
No Negative                    134          $53,790,647           29.27%
Amortization............
Negative Amortization...       188          129,976,187           70.73
                               ---          -----------          ------
          Total.........       322         $183,766,834          100.00%
                               ===          ===========          ======
</TABLE>



<PAGE>



    Loans-to-Facilitate and Modified Mortgage Loans in Mortgage Loan Group 1

<TABLE>
<CAPTION>
                                                                                        Percentage of
                                                                                          Mortgage
                                                                                         Loan Group
                                                                        Aggregate       by Aggregate
                                                        Number of       Scheduled         Scheduled
                                                     Mortgage Loans Principal Balance Principal Balance
                                                          As of           As of             As of
 Loans-to-Facilitate and Modified Mortgage Loans September 1, 1996 September 1, 1996 September 1, 1996
                     Loans-to-Facilitate (Seller--Originated
    ----------------------------------------------- ----------------- ----------------- -----------------
<S>                                                       <C>        <C>                       <C>      
    Loans-to-Facilitate (Seller-Originated Loans)(1)        1           $620,271.40             0.34%
    Loans-to-Facilitate (Non-RTC)(2)..............         14          4,985,270.48             2.71
    Modified Mortgage Loans(3)....................         29         20,995,815.97            11.43
    Not Applicable................................        278        157,165,476.14            85.52
                                                          ---        --------------            -----
              Total...............................        322       $183,766,833.99           100.00%
                                                          ===       ===============           ======
- ----------
<FN>
(1) Loans originated by an RTC institution to facilitate the sale of REO.

(2) Loans originated by a non-RTC institution to facilitate the sale of REO.

(3) Loans which the Seller believed had  substantially  modified terms as of the
    Underlying  Cut-Off  Date due to  default,  reasonable  likelihood  of  default,
    workout or other credit related reasons.
</FN>
</TABLE>


<PAGE>
                                                                   Exhibit B

                                      B-13

                                    Exhibit B


                              Mortgage Loan Group 2

                   Distribution of Original Principal Balances
                   of Mortgage Loans in Mortgage Loan Group 2

                                                                   Percentage of
                                                                      Mortgage
                                                                     Loan Group
                                                   Aggregate        by Aggregate
                                                   Scheduled         Scheduled
                                  Number of        Principal         Principal
                                Mortgage Loans      Balance           Balance
                                    As of            As of             As of
 Original Principal Balances    September 1,     September 1,      September 1,
                                     1996             1996              1996
                                     ----             ----              ----
$   50,000 or less.........             5          $    130,780           0.06%
$   50,001 to $  100,000...            37             1,360,758           0.60
$  100,001 to $  200,000...            47             4,739,391           2.10
$  200,001 to $  400,000...           137            37,166,348          16.48
$  400,001 to $  600,000...            79            35,110,240          15.57
$  600,001 to $  800,000...            27            17,174,176           7.62
$  800,001 to $1,000,000...            20            16,587,970           7.36
$1,000,001 to $2,000,000...            38            49,509,764          21.95
$2,000,001 to $3,000,000...            12            28,424,619          12.60
$3,000,001 to $4,000,000...             6            20,833,087           9.24
$5,000,001 to $10,000,000..             2            14,485,711           6.42
                                    ----           -----------        -------
          Total...........           410          $225,522,842         100.00%
                                     ===           ===========         ======

                 Average Original Principal Balance is $602,168.


      Distribution of Scheduled Principal Balances as of September 1, 1996
                   of Mortgage Loans in Mortgage Loan Group 2

                                                                  Percentage of
                                                                     Mortgage
                                                                    Loan Group
                                                  Aggregate        by Aggregate
                                                  Scheduled         Scheduled
                                 Number of        Principal         Principal
                              Mortgage Loans       Balance           Balance
         Scheduled                 As of            As of             As of
     Principal Balances        September 1,     September 1,      September 1,
  As of September 1, 1996           1996             1996              1996
  ------------------------          ----             ----              ----
$   50,000 or less.........           48          $ 1,289,657            0.57%
$   50,001 to $  100,000...           24            1,680,597            0.75
$  100,001 to $  200,000...           40            5,957,752            2.64
$  200,001 to $  400,000...          131           39,514,714           17.52
$  400,001 to $  600,000...           67           32,063,746           14.22
$  600,001 to $  800,000...           29           20,113,436            8.92
$  800,001 to $1,000,000...           17           15,240,155            6.76
$1,000,001 to $2,000,000...           35           47,801,510           21.20
$2,000,001 to $3,000,000...           11           26,542,477           11.77
$3,000,001 to $4,000,000...            6           20,833,087            9.24
$5,000,001 to $10,000,000..            2           14,485,711            6.42
                                   ----         ------------         -------
          Total.........            410          $225,522,842         100.00%
                                    ===           ===========         ======

                                                                            
Average Scheduled Principal Balance as of September 1, 1996 is $550,056.




<PAGE>




                        Original Terms to Stated Maturity
                   of Mortgage Loans in Mortgage Loan Group 2

                                                        Percentage of
                                                           Mortgage
                                                          Loan Group
                                        Aggregate        by Aggregate
                       Number of        Scheduled         Scheduled
  Original Number      Number of        Principal         Principal
  Original Number   Mortgage Loans       Balance           Balance
    of Years to          As of            As of             As of
 Stated Maturity*    September 1,     September 1,      September 1,
                          1996             1996              1996
- ------------------  --------------    --------------    ------------
  5 years or less.          11           $12,102,665           5.37%
  5+ to  7 years..          73            67,681,063          30.01
  7+ to 10 years..          13             4,693,943           2.08
 10+ to 15 years..          73            52,330,960          23.20
 15+ to 20 years..           7             3,669,696           1.63
 20+ to 30 years..         228            84,051,804          37.27
 30 years or more.           5               992,711           0.44
                          ----         -------------        -------
           Total..         410           $225,522,842        100.00%
                           ===            ===========        ======

        Weighted Average Original Term to Stated Maturity is 17.5 years.

- ----------

* Without giving effect to any modification or extension of maturity date.


                      Remaining Terms to Stated Maturity of
                 Balloon Mortgage Loans in Mortgage Loan Group 2

                                                         Percentage of
                                                            Balloon
                                                         Mortgage Loans
                                                          in Mortgage
                                                           Loan Group
                                         Aggregate        by Aggregate
                        Number of        Scheduled         Scheduled
  Years Remaining       Number of        Principal         Principal
  Years Remaining    Mortgage Loans       Balance           Balance
       As of              As of            As of             As of
September 1, 1996*    September 1,     September 1,      September 1,
                           1996             1996              1996
- ------------------    -------------    --------------    ------------
 1 year or less....          7            $ 5,139,449          4.76%
 1+ to  2 years....         11              7,844,254          7.26
 2+ to  3 years....         16             23,450,039         21.70
 3+ to  4 years....         52             38,101,108         35.26
 4+ to  5 years....          9              7,924,701          7.33
 5+ to 10 years....          6              2,933,907          2.72
10+ to 15 years....         16             22,663,122         20.97
                           ---            -----------        ------
          Total....        117            $108,056,581       100.00%
                           ===             ===========       ======

        Weighted Average Remaining Term to Stated Maturity is 4.8 years.

- ----------

* Based on the  Maturity  Date  Extension  Assumptions  For  Matured  Performing
Mortgage Loans described herein.



<PAGE>



                      Remaining Terms to Stated Maturity of
            Fully Amortizing Mortgage Loans in Mortgage Loan Group 2

                                                                   Percentage of
                                                                Fully Amortizing
                                                                 Mortgage Loans
                                                                    in Mortgage
                                                                    Loan Group
                                                                   by Aggregate
                                                Aggregate           Scheduled
                           Number of            Scheduled           Principal
                         Mortgage Loans     Principal Balance        Balance
  Years Remaining            As of                As of               As of
As of September 1, 1996 September 1, 1996   September 1, 1996 September 1, 1996
- -------------------     -----------------   ----------------- ------------------
 1 year or less....             9             $    120,157             0.10%
 1+ to 2 years.....             3                  104,625             0.09
 2+ to 3 years.....             3                   76,284             0.06
 3+ to 4 years.....             6                  190,526             0.16
 4+ to 5 years.....             8                  445,416             0.38
 5+ to 10 years....            42                3,367,683             2.87
10+ to 15 years....            10                2,686,509             2.29
15+ to 20 years....             7                2,053,419             1.75
20+ to 30 years....           205              108,421,643            92.30
                              ---              -----------           ------
         Total.....           293             $117,466,261           100.00%
                              ===              ===========           ======

        Weighted Average Remaining Term to Stated Maturity is 23.4 years.

- ----------

* Based on the  Maturity  Date  Extension  Assumptions  For  Matured  Performing
Mortgage Loans described herein.


                           Seasoning of Mortgage Loans
                            in Mortgage Loan Group 2

                                                                Percentage of
                                                                   Mortgage
                                                                  Loan Group
                                                 Aggregate       by Aggregate
                                                 Scheduled        Scheduled
                               Number of         Principal        Principal
                            Mortgage Loans        Balance          Balance
       Seasoning                 As of             As of            As of
As of September 1, 1996    September 1, 1996 September 1, 1996 September 1, 1996
- -----------------------    ----------------- ----------------- -----------------
 2+ to 3 years...........         14             $22,324,292          9.90%
 3+ to 4 years...........         69              59,730,339         26.49
 4+ to 5 years...........         91              67,999,704         30.15
 5+ to 6 years...........         38              18,267,077          8.10
 6+ to 7 years...........         87              42,230,189         18.73
 7+ to 8 years...........         14               4,098,587          1.82
 8+ to 9 years...........          4                 572,791          0.25
 9+ to 10 years..........          6               1,004,747          0.45
  over 10 years..........         87               9,295,117          4.12
                                 ---             -----------        ------
        Total............        410             $225,552,842       100.00%
                                 ===              ===========       ======

                    Weighted Average Seasoning is 5.2 years.



<PAGE>



                 Mortgage Interest Rates As of September 1, 1996
                   of Mortgage Loans in Mortgage Loan Group 2

                                                             Percentage of
                                                                Mortgage
                                                               Loan Group
                                             Aggregate        by Aggregate
                                             Scheduled         Scheduled
                            Number of        Principal         Principal
                         Mortgage Loans       Balance           Balance
                              As of            As of             As of
                           September 1,     September 1,      September 1,
Mortgage Interest Rates       1996             1996              1996
- -----------------------   --------------    ------------       ------------
   5.00% to 5.99%......          1          $  1,329,885           0.59%
   6.00% to 6.99%......          2             3,627,218           1.61
   7.00% to 7.99%......         14             9,506,829           4.22
   8.00% to 8.99%......        107            66,643,631          29.55
   9.00% to 9.99%......        245           134,971,604          59.85
  10.00% to 10.99%.....         29             8,206,386           3.64
  11.00% to 11.99%.....          9             1,118,984           0.50
  12.00% to 12.99%.....          3               118,305           0.05
                              ----          ------------        -------
          Total........        410          $225,522,842         100.00%
                               ===           ===========         ======

                Weighted Average Mortgage Interest Rate is 8.85%.


                       Loan-to-Value Ratios at Origination
                   of Mortgage Loans in Mortgage Loan Group 2

                                                           Percentage of
                                                              Mortgage
                                                             Loan Group
                                          Aggregate        by Aggregate
                                          Scheduled          Scheduled
                          Number of       Principal          Principal
                       Mortgage Loans       Balance           Balance
    Loan-to-Value           As of            As of             As of
     Ratios at          September 1,     September 1,      September 1,
    Origination*             1996             1996              1996
- ---------------------- --------------    -------------     -------------
 50.00% or less.......        35        $ 13,975,565             6.20%
 50.01% to  60.00%....        66          42,374,750            18.79
 60.01% to  70.00%....       112          56,697,586            25.14
 70.01% to  80.00%....       129          49,097,000            21.77
 80.01% to  90.00%....        27          24,670,309            10.94
 90.01% to 100.00%....        15          17,335,139             7.69
100.01% or more.......        14          19,549,904             8.67
Unknown...............        12           1,822,589             0.81
                              --        ------------             ----
          Total.......       410        $225,522,842           100.00%
                             ===         ===========           ======

        Weighted Average Loan-to-Value Ratio at Origination is 73.42%.**

- ----------

* In connection with the Underlying Transaction,  in certain cases,  information
as to the value of the Mortgaged Property was not available in the files for the
applicable Mortgage Loan. In such cases, efforts were made by the RTC to collect
such information from other sources.

** Excludes Mortgage Loans with unknown Loan-to-Value Ratios.



<PAGE>



         Range of Ratios of Current Loan Balance-to-Original Value#
                As of September 1, 1996 in Mortgage Loan Group 2
<TABLE>
<CAPTION>

                                                                 Percentage of
                                                                   Mortgage
                                                                  Loan Group
                                                 Aggregate       by Aggregate
                                 Number of       Scheduled         Scheduled
                              Mortgage Loans  Principal Balance Principal Balance
   Ratios of Current Loan          As of           As of             As of
 Balance-to-Original Value*  September 1, 1996 September 1, 1996 September 1, 1996
 --------------------------- ---------------------------------------------------
<S>                               <C>         <C>                    <C>   
  50.00% or less...........       122         $26,237,779            11.63%
  50.01% to  60.00%........        87          47,932,638            21.25
  60.01% to  70.00%........       101          57,860,206            25.66
  70.01% to  80.00%........        49          42,183,974            18.70
  80.01% to  90.00%........        17          15,757,744             6.99
  90.01% to 100.00%........        12          19,273,270             8.55
 100.01% or more...........        10          14,454,642             6.41
 Unknown...................        12           1,822,589             0.81
                                  ---        ------------          -------
           Total...........       410        $225,522,842           100.00%
                                  ===         ===========           ======

   Weighted Average Current Loan Balance-to-Original Value Ratio is 69.08%.**
- ----------
<FN>
# The  ratio  of  Current  Loan  Balance-to-Original  Value  was  calculated  by
multiplying the ratio of Original Loan Balance-to-Original  Value by a fraction,
the numerator of which is the current  principal  balance as of the Cut-Off Date
and the  denominator  of which is the  balance  of the  Mortgage  Loan as of its
origination.

* In connection with the Underlying Transaction,  in certain cases,  information
as to the value of the Mortgaged Property was not available in the files for the
applicable Mortgage Loan. In such cases, efforts were made by the RTC to collect
such information from other sources.

** Excludes Mortgage Loans with unknown Current Loan  Balance-to-Original  Value
Ratios.
</FN>
</TABLE>

                        Lien Positions of Mortgage Loans
                            in Mortgage Loan Group 2

                                                        Percentage of
                                                           Mortgage
                                                          Loan Group
                                      Aggregate          by Aggregate
                     Number of        Scheduled            Scheduled
                  Mortgage Loans    Principal Balance  Principal Balance
                       As of            As of                As of
 Lien Position*  September 1, 1996  September 1, 1996   September 1, 1996
- ---------------  -----------------  -----------------   -----------------
 First lien**..         410         $225,522,842           100.00%
                        ---          -----------           ------
 Total.........         410         $225,522,842           100.00%
 ----------             ===          ===========           ======
 
* In certain cases, a title insurance policy or attorney's title opinion was not
contained in the applicable Mortgage Loan file. In such cases, efforts were made
by the RTC to  determine  the lien  position  of such  Mortgage  Loan from other
sources in the Mortgage Loan file or elsewhere.

** Includes  second and third liens with  respect to which all senior  liens are
included in the Mortgage Pool.



<PAGE>

                                  Property Type
                of Mortgaged Properties in Mortgage Loan Group 2

                                                                 Percentage of
                                                                   Mortgage
                                                                  Loan Group
                                                 Aggregate       by Aggregate
                                Number of        Scheduled         Scheduled
                             Mortgage Loans  Principal Balance Principal Balance
          Type of                 As of            As of             As of
   Mortgaged Properties    September 1, 1996 September 1, 1996 September 1, 1996
- -------------------------- ----------------- ----------------- -----------------
Multifamily...............        410        $225,522,842           100.00%
                                  ---         -----------           ------
          Total...........        410        $225,522,842           100.00%
                                  ===         ===========           ======


                             Geographic Distribution
                of Mortgaged Properties in Mortgage Loan Group 2


                                                          Percentage of
                                                            Mortgage
                                                           Loan Group
                                          Aggregate       by Aggregate
                         Number of        Scheduled         Scheduled
                      Mortgage Loans  Principal Balance Principal Balance
                           As of            As of             As of
      Location       September 1, 1996 September 1, 1996 September 1, 1996
- -------------------  ----------------- ----------------- ------------------
Arizona............          3        $  4,557,153             2.02%
California.........        256         137,752,265            61.08
Colorado...........          1             410,159             0.18
Connecticut........          1              17,717             0.01
Florida............         21           4,020,489             1.78
Georgia............          4           2,609,312             1.16
Illinois...........          2              74,891             0.03
Kentucky...........          1             191,180             0.08
Louisiana..........          8           5,274,553             2.34
Maryland...........          1             168,257             0.07
Missouri...........          6           2,224,203             0.99
Mississippi........          3           1,715,811             0.76
Nebraska...........          1              38,738             0.02
New Jersey.........          4           2,389,626             1.06
New York...........          1             499,410             0.22
Ohio...............         11           3,297,499             1.46
Oregon.............          1             269,434             0.12
Pennsylvania.......          1             109,482             0.05
Tennessee..........          1             460,414             0.20
Texas..............         75          58,539,034            25.96
Utah...............          3             543,569             0.24
Virginia...........          5             359,644             0.16
                          ----        ------------          -------
          Total....        410        $225,522,842           100.00%
                           ===         ===========           ======



<PAGE>



                        County Concentrations (Over 10%)
                   of Mortgage Loans in Mortgage Loan Group 2

                                                              Percentage of
                                                                Mortgage
                                                               Loan Group
                                              Aggregate       by Aggregate
                             Number of        Scheduled         Scheduled
                          Mortgage Loans  Principal Balance Principal Balance
                               As of            As of             As of
  County Concentration*  September 1, 1996 September 1, 1996 September 1, 1996
- -----------------------  ----------------- ----------------- -----------------
Los Angeles County
     90027 Los Angeles.         10          $7,612,974             3.38%
     90028 Los Angeles.          5           4,590,551             2.04
     Other Zip Codes...        159          75,656,046            33.54
Total Los Angeles              
County.................        174          87,859,571            38.96
All Other Counties.....        236         137,663,271            61.04
                               ---         -----------            -----
          Total........        410        $225,522,842           100.00%
                               ===         ===========           ======
- ----------

* Zip Code  concentrations  are indicated  above only if the percentage  exceeds
2.0% in the counties noted.


                Monthly Payments Delinquent as of October 1, 1996
                   of Mortgage Loans in Mortgage Loan Group 2*

<TABLE>
<CAPTION>
                                                                       Percentage of
                                                                         Mortgage
                                                                        Loan Group
                                                       Aggregate       by Aggregate
                                      Number of        Scheduled         Scheduled
                                   Mortgage Loans  Principal Balance Principal Balance
                                        As of            As of             As of
    Monthly Payments Delinquent    October 1, 1996  October 1, 1996   October 1, 1996
 -------------------------------- ---------------- ----------------- -----------------
<S>                                     <C>        <C>                     <C>   
 Current.........................       364        $198,249,331            88.65%
 30-59 days......................         4           1,106,322             0.49
 60-89 days......................         4           3,306,004             1.48
 90+ days........................        28          13,468,197             6.02
 Foreclosure.....................         2             923,618             0.41
 REO.............................         5           6,571,422             2.95
                                       ----        ------------          -------
           Total.................       407        $223,624,895           100.00%
                                        ===         ===========           ======

- ----------
<FN>
* Information obtained from the September 1, 1996 Underlying Trustee's report
to Underlying Certificateholders.
</FN>
</TABLE>



<PAGE>



     Delinquency History for the Past Twelve Months as of September 1, 1996
                   of Mortgage Loans in Mortgage Loan Group 2

<TABLE>
<CAPTION>
                                                                                  Percentage of
                                                                                    Mortgage
                                                                                   Loan Group
                                                                  Aggregate       by Aggregate
                                                  Number of       Scheduled         Scheduled
                                               Mortgage Loans Principal Balance Principal Balance
                                                    As of           As of             As of
            Delinquency History*              September 1, 1996 September 1, 1996 September 1, 1996
- --------------------------------------------  ----------------- ----------------- ----------------
<S>                                                <C>        <C>                      <C>   
No 30 Day or Greater Delinquency in last 12
  months....................................       360        $197,095,311.77          87.39%
One Payment Delinquent (30-59 days) in last
12 months
  1 time 30-day delinquent in last 12 months         5           2,206,380.91           0.98
  2 times 30-day delinquent in last 12               2             323,236.01           0.14
months......................................
  More than 2 times 30-day delinquent in
last 12
    months..................................         2             260,281.62           0.12
Two Payments Delinquent (60-89 days) in
last 12
  months
  1 time 60-day delinquent in last 12 months         2             560,373.93           0.25
Three or more Payments Delinquent (90
days+) in last 12 months
  1 time 90-day delinquent in last 12 months         3           1,074,673.83           0.48
  More than 2 times 90-day delinquent in
last 12
    months..................................        36          24,002,563.74          10.64
                                                    --        ---------------         ------
         Total..............................       410        $225,522,841.81         100.00%
                                                   ===         ==============         ======
- ----------
<FN>
 * The  delinquency  history  was  calculated  by  the  Depositor  based  on the
Paid-to-Dates provided by the Master Servicer.
</FN>
</TABLE>




<PAGE>




               Margins of Mortgage Loans in Mortgage Loan Group 2

                                                                Percentage of
                                                                  Mortgage
                                                                 Loan Group
                                                Aggregate       by Aggregate
                               Number of        Scheduled         Scheduled
                            Mortgage Loans  Principal Balance Principal Balance
                                 As of            As of             As of
          Margins          September 1, 1996 September 1, 1996 September 1, 1996
- -------------------------  ----------------- ----------------- -----------------
Fixed Rate Mortgage Loans        190        $102,457,057            45.43%
No Stated Margin.........          1             135,270             0.06
0.01% to 0.99%...........          1              38,738             0.02
1.00% to 1.99%...........          1             251,735             0.11
2.00% to 2.99%...........        194         115,340,649            51.14
3.00% to 3.99%...........         23           7,299,393             3.24
                                ----        ------------          -------
          Total..........        410        $225,522,842           100.00%
                                 ===         ===========           ======

                       Weighted Average Margin is 2.74%.*
- ----------

* Excludes Fixed Rate Mortgage Loans.


            Maximum Rates of Mortgage Loans in Mortgage Loan Group 2

                                                                Percentage of
                                                                  Mortgage
                                                                 Loan Group
                                                Aggregate       by Aggregate
                               Number of        Scheduled         Scheduled
                            Mortgage Loans  Principal Balance Principal Balance
                                 As of            As of             As of
       Maximum Rates       September 1, 1996 September 1, 1996 September 1, 1996
- -------------------------  ----------------- ----------------- -----------------
Fixed Rate Mortgage Loans        190        $102,457,057            45.43%
No Maximum Rate..........          1           3,852,786             1.71
12.00% to 12.99%.........          1             167,397             0.07
14.00% to 14.99%.........        204         115,173,612            51.07
15.00% to 15.99%.........          7           1,906,913             0.85
16.00% to 16.99%.........          2             451,447             0.20
18.00% to 18.99%.........          4           1,412,154             0.63
19.00% to 19.99%.........          1             101,474             0.04
                                ----        ------------          -------
          Total..........        410        $225,522,842           100.00%
                                 ===         ===========           ======

                    Weighted Average Maximum Rate is 14.46%.*
- ----------

* Excludes ARMs with no Maximum Rate and Fixed Rate Mortgage Loans.



<PAGE>




         Floor Interest Rates of Mortgage Loans in Mortgage Loan Group 2

                                                                Percentage of
                                                                  Mortgage
                                                                 Loan Group
                                                Aggregate       by Aggregate
                               Number of        Scheduled         Scheduled
                            Mortgage Loans  Principal Balance Principal Balance
                                 As of            As of             As of
   Floor Interest Rates    September 1, 1996 September 1, 1996 September 1, 1996
- -------------------------  ----------------- ----------------- -----------------
Fixed Rate Mortgage Loans        190        $102,457,057            45.43%
 8.00% to  8.99%.........         95          58,475,377            25.93
 9.00% to  9.99%.........        122          63,962,883            28.36
10.00% to 10.99%.........          2             588,787             0.26
11.00% to 11.99%.........          1              38,738             0.02
                                ----        ------------          -------
          Total..........        410        $225,522,842           100.00%
                                 ===         ===========           ======

                 Weighted Average Floor Interest Rate is 8.88%.*
- ----------

* Excludes Fixed Rate Mortgage Loans.


                          Periodic Rate Adjustment Caps
                   of Mortgage Loans in Mortgage Loan Group 2

                                                                Percentage of
                                                                  Mortgage
                                                                 Loan Group
                                                Aggregate       by Aggregate
                               Number of        Scheduled         Scheduled
                            Mortgage Loans  Principal Balance Principal Balance
       Periodic Rate             As of            As of             As of
      Adjustment Caps      September 1, 1996 September 1, 1996 September 1, 1996
- -------------------------  ----------------- ----------------- -----------------
Fixed Rate Mortgage Loans.       190        $102,457,057            45.43%
No Periodic Adjustment                        
Cap.......................       214         121,527,129            53.89
Less than 1.00%...........         1             135,270             0.06
1.00% to 1.99%............         4           1,291,454             0.57
2.00% to 2.99%............         1             111,931             0.05
                                ----        ------------          -------
          Total...........       410        $225,522,842           100.00%
                                 ===         ===========           ======




<PAGE>




                          Interest Adjustment Frequency
                   of Mortgage Loans in Mortgage Loan Group 2

                                                                Percentage of
                                                                  Mortgage
                                                                 Loan Group
                                                Aggregate       by Aggregate
                               Number of        Scheduled         Scheduled
                            Mortgage Loans  Principal Balance Principal Balance
         Interest                As of            As of             As of
   Adjustment Frequency    September 1, 1996 September 1, 1996 September 1, 1996
- -------------------------  ----------------- ----------------- -----------------
Fixed Rate Mortgage Loans        190        $102,457,057            45.43
Monthly..................        209         120,617,812            53.48
Semi-Annually............          6           1,880,242             0.83
Annually.................          4             400,334             0.18
Three Years..............          1             167,397             0.07
                                ----        ------------          -------
          Total..........        410        $225,522,842           100.00%
                                 ===         ===========           ======


                          Payment Adjustment Frequency
                   of Mortgage Loans in Mortgage Loan Group 2

                                                                Percentage of
                                                                  Mortgage
                                                                 Loan Group
                                                Aggregate       by Aggregate
                               Number of        Scheduled         Scheduled
                            Mortgage Loans  Principal Balance Principal Balance
          Payment                As of            As of             As of
   Adjustment Frequency    September 1, 1996 September 1, 1996 September 1, 1996
- -------------------------  ----------------- ----------------- -----------------
Fixed Rate Mortgage Loans        190        $102,457,057            45.43%
Semi-Annually............          5           1,543,189             0.68
Annually.................        214         121,355,198            53.81
Three Years..............          1             167,397             0.07
                                ----        ------------          -------
          Total..........        410        $225,522,842           100.00%
                                 ===         ===========           ======




<PAGE>




                                     Indexes
                   of Mortgage Loans in Mortgage Loan Group 2

<TABLE>
<CAPTION>
                                                                                  Percentage of
                                                                                    Mortgage
                                                                                   Loan Group
                                                                  Aggregate       by Aggregate
                                                 Number of        Scheduled         Scheduled
                                              Mortgage Loans  Principal Balance Principal Balance
                                                   As of            As of             As of
                   Indexes                   September 1, 1996 September 1, 1996 September 1, 1996
- -------------------------------------------- ----------------- ----------------- -----------------
<S>                                                 <C>        <C>                     <C>   
Fixed Rate Mortgage Loans...................        190        $102,457,057            45.43%
COFI--11th District Weighted Average.........        30          11,790,248             5.23
FHLB--National Average of Lenders
          (Previously Occupied Homes).......          1              38,738             0.02
LIBOR--1 Month...............................       184         110,456,070            48.98
PRIME--Citibank..............................         1             251,735             0.11
PRIME--Frost National Bank...................         1             111,931             0.05
Treasury--1 Year Weekly Average..............         2             249,665             0.11
Treasury--3 Year Weekly Average..............         1             167,397             0.07
                                                   ----        ------------          -------
          Total.............................       410        $225,522,842           100.00%
                                                   ===         ===========           ======

</TABLE>

                        Loans with Potential for Negative
                      Amortization in Mortgage Loan Group 2

                                                              Percentage of
                                                                Mortgage
                                                               Loan Group
                                              Aggregate       by Aggregate
                             Number of        Scheduled         Scheduled
                          Mortgage Loans  Principal Balance Principal Balance
                               As of            As of             As of
  Negative Amortization  September 1, 1996 September 1, 1996 September 1, 1996
- -----------------------  ----------------- ----------------- -----------------
No Negative                     
Amortization............       200         104,567,978            46.37
Negative Amortization...       210         120,954,864            53.63
                               ---         -----------          -------
          Total.........       410        $225,522,842           100.00%
                               ===         ===========           ======




<PAGE>




    Loans-to-Facilitate and Modified Mortgage Loans in Mortgage Loan Group 2
<TABLE>
<CAPTION>

                                                                                    Percentage of
                                                                                      Mortgage
                                                                                     Loan Group
                                                                    Aggregate       by Aggregate
                                                    Number of       Scheduled         Scheduled
                                                 Mortgage Loans Principal Balance Principal Balance
                                                      As of           As of             As of
Loans-to-Facilitate and Modified Mortgage Loans September 1, 1996 September 1, 1996 September 1, 1996
- ----------------------------------------------- ----------------- ----------------- ------------------

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

Loans-to-Facilitate (Seller--Originated
  Loans)(1)...................................        85         $76,089,733.16         33.74%
Loans-to-Facilitate (Non-RTC)(2)..............        13          16,953,386.58          7.52
Modified Mortgage Loans(3)....................         9           3,813,715.84          1.69
Not Applicable................................       303         128,666,006.23         57.05
                                                     ---         --------------        ------
          Total...............................       410        $225,522,841.81        100.00%
- ----------
<FN>
(1) Loans originated by an RTC institution to facilitate the sale of REO.

(2) Loans originated by a non-RTC institution to facilitate the sale of REO.

(3) Loans which the Seller believed had  substantially  modified terms as of the
Underlying Cut-Off Date due to default, workout or other credit related reasons.
</FN>
</TABLE>

<PAGE>
                                    Exhibit C

<TABLE>
<CAPTION>

                              Mortgage Loan Group 3

                   Distribution of Original Principal Balances
                   of Mortgage Loans in Mortgage Loan Group 3

                                                                 Percentage of
                                                                   Mortgage
                                                                  Loan Group
                                                 Aggregate       by Aggregate
                                Number of        Scheduled         Scheduled
                             Mortgage Loans  Principal Balance Principal Balance
Original Principal               As of            As of             As of
    Balances               September 1, 1996 September 1, 1996 September 1, 1996
- -------------------------- ----------------- ----------------- ----------------
<C>                                 <C>       <C>                     <C>  
$    50,000 or less.......          16        $   307,669             0.15%
$    50,001 to $   100,000          73          4,195,136             2.04
$   100,001 to $   200,000         119         13,357,883             6.50
$   200,001 to $   400,000         109         23,544,398            11.45
$   400,001 to $   600,000          66         27,772,804            13.51
$   600,001 to $   800,000          19         11,600,909             5.64
$   800,001 to $ 1,000,000          27         20,622,210            10.03
$ 1,000,001 to $ 2,000,000          33         35,955,440            17.49
$ 2,000,001 to $ 3,000,000           6         13,263,979             6.45
$ 3,000,001 to $ 4,000,000           2          3,084,434             1.50
$ 4,000,001 to $ 5,000,000           5         20,497,698             9.97
$ 5,000,001 to $10,000,000           3         20,917,088            10.17
$10,000,001 or more.......           1         10,470,360             5.09
                                   ---        -----------           ------
          Total...........         479       $205,590,009           100.00%
                                   ===        ===========           ======
</TABLE>

                 Average Original Principal Balance is $521,158.


      Distribution of Scheduled Principal Balances as of September 1, 1996
                   of Mortgage Loans in Mortgage Loan Group 3

                                                               Percentage of
                                                                 Mortgage
                                                                Loan Group
                                               Aggregate       by Aggregate
                              Number of        Scheduled         Scheduled
         Scheduled         Mortgage Loans  Principal Balance Principal Balance
    Principal Balances          As of            As of             As of
  as of September 1, 1996 September 1, 1996 September 1, 1996 September 1, 1996
- ------------------------- ----------------- ----------------- -----------------
$    50,000 or less......         56        $  1,635,199              0.80%
$    50,001 to $   100,000..      88           6,484,035              3.15
$   100,001 to $   200,000..     104          15,164,987              7.38
$   200,001 to $   400,000..      90          24,231,062             11.79
$   400,001 to $   600,000..      57          27,357,490             13.31
$   600,001 to $   800,000..      29          20,437,371              9.94
$   800,001 to $ 1,000,000..      19          16,791,243              8.17
$ 1,000,001 to $ 2,000,000..      22          28,537,757             13.88
$ 2,000,001 to $ 3,000,000..       4           9,876,994              4.80
$ 3,000,001 to $ 4,000,000..       3          10,840,918              5.27
$ 4,000,001 to $ 5,000,000..       3          12,845,505              6.25
$ 5,000,001 to $10,000,000..       3          20,917,088             10.17
$10,000,001 or more.........       1          10,470,360              5.09
                                 ----        ------------           -------
          Total.........         479        $205,590,009            100.00%
                                 ===         ===========            ======

                                                                               
Average Scheduled Principal Balance as of September 1, 1996 is $429,207.



<PAGE>



                        Original Terms to Stated Maturity
                   of Mortgage Loans in Mortgage Loan Group 3

                                                        Percentage of
                                                          Mortgage
                                                         Loan Group
                                        Aggregate       by Aggregate
                       Number of        Scheduled         Scheduled
  Original Number   Mortgage Loans  Principal Balance Principal Balance
    of Years to          As of            As of             As of
 Stated Maturity*  September 1, 1996 September 1, 1996 September 1, 1996
- -----------------  ----------------- ----------------- -----------------
 5 years or less.         22           $17,930,934           8.72%
 5+ to  7 years..         22             4,767,019           2.32
 7+ to 10 years..         81            53,344,493          25.95
10+ to 15 years..         79            32,376,632          15.75
15+ to 20 years..         34             6,726,770           3.27
20+ to 30 years..        240            89,969,758          43.76
30 years or more.          1               474,403           0.23
                        ----          ------------        -------
          Total..        479          $205,590,009         100.00%
                         ===           ===========         ======

        Weighted Average Original Term to Stated Maturity is 18.2 years.

- ----------

* Without giving effect to any modification or extension of maturity date.


                      Remaining Terms to Stated Maturity of
                 Balloon Mortgage Loans in Mortgage Loan Group 3

                                                                 Percentage of
                                                               Balloon Mortgage
                                                               Loans in Mortgage
                                                                  Loan Group
                                                Aggregate        by Aggregate
                             Number of          Scheduled          Scheduled
                          Mortgage Loans    Principal Balance  Principal Balance
  Years Remaining              As of              As of              As of
as of September 1, 1996* September 1, 1996  September 1, 1996 September 1, 1996
- -----------------------  -----------------  ----------------- -----------------
 1 year or less...              38            $ 31,761,614          35.60%
 1+ to  2 years...              14              16,951,100          19.00
 2+ to  3 years...              23               9,014,469          10.10
 3+ to  4 years...              33              16,514,145          18.51
 4+ to  5 years...               6               2,441,713           2.74
 5+ to 10 years...              13              10,696,697          11.99
10+ to 15 years...               2                 252,729           0.28
15+ to 20 years...               3               1,577,097           1.77
                               ---             -----------         ------
          Total...             132             $89,209,564         100.00%
                               ===             ===========         ======

        Weighted Average Remaining Term to Stated Maturity is 2.6 years.
- ----------

* Based on the  Maturity  Date  Extension  Assumptions  For  Matured  Performing
Mortgage Loans described herein.




<PAGE>




                      Remaining Terms to Stated Maturity of
            Fully Amortizing Mortgage Loans in Mortgage Loan Group 3

                                                                 Percentage of
                                                               Fully Amortizing
                                                                Mortgage Loans
                                                                  in Mortgage
                                                                  Loan Group
                                                Aggregate        by Aggregate
                            Number of           Scheduled          Scheduled
                         Mortgage Loans     Principal Balance  Principal Balance
   Years Remaining            As of               As of              As of
As of September 1, 1996*September 1, 1996   September 1, 1996  September 1, 1996
- -----------------------------------------   -----------------  -----------------
 1 year or less....               1             $ 1,612                  0.00%
 1+ to 2 years.....               7             203,865                  0.18
 2+ to 3 years.....               4             130,871                  0.11
 3+ to 4 years.....               2              48,240                  0.04
 4+ to 5 years.....               9             687,278                  0.59
 5+ to 10 years....              42           5,633,095                  4.84
10+ to 15 years....              43           4,883,554                  4.20
15+ to 20 years....             165          51,056,352                 43.87
20+ to 30 years....              74          53,735,577                 46.17
                               ----         -----------                 -----
          Total....             347         $116,380,445                 100.0%
                                ===         ============                 =====

        Weighted Average Remaining Term to Stated Maturity is 19.0 years.
- ----------

* Based on the  Maturity  Date  Extension  Assumptions  For  Matured  Performing
Mortgage Loans described herein.


                           Seasoning of Mortgage Loans
                            in Mortgage Loan Group 3
<TABLE>
<CAPTION>

                                                                     Percentage of
                                                                       Mortgage
                                                                      Loan Group
                                                    Aggregate        by Aggregate
                               Number of            Scheduled          Scheduled
                           Mortgage Loans       Principal Balance  Principal Balance
       Seasoning                 As of                As of              As of
As of September 1, 1996   September 1, 1996     September 1, 1996  September 1, 1996
- -----------------------   -----------------     ------------------ -----------------
<S>                            <C>             <C>                   <C>  
   2+ to 3 years......            5            $  5,211,838            2.54%
   3+ to 4 years......           12              14,170,254            6.89
   4+ to 5 years......            6               1,437,219            0.70
   5+ to 6 years......           20              13,028,992            6.34
   6+ to 7 years......           55              29,300,047           14.25
   7+ to 8 years......           78              41,248,035           20.06
   8+ to 9 years......           83              43,414,632           21.12
   9+ to 10 years.....           54              23,843,726           11.60
   over 10 years......          166              33,935,265           16.51
                                ---             -----------          ------
          Total...              479            $205,590,009          100.00%
                                ===             ===========          ======
</TABLE>

                    Weighted Average Seasoning is 8.0 years.




<PAGE>




                 Mortgage Interest Rates as of September 1, 1996
                   of Mortgage Loans in Mortgage Loan Group 3

                                                             Percentage of
                                                               Mortgage
                                                              Loan Group
                                             Aggregate       by Aggregate
                            Number of        Scheduled         Scheduled
                         Mortgage Loans  Principal Balance Principal Balance
                              As of            As of             As of
Mortgage Interest Rates September 1, 1996 September 1, 1996 September 1, 1996
- ----------------------- ----------------- ----------------- -----------------
  5.00% to 5.99%......          1          $    64,967            0.03
  6.00% to 6.99%......         10           21,954,800           10.68
  7.00% to 7.99%......        148           74,169,757           36.08
  8.00% to 8.99%......        168           56,373,478           27.42
  9.00% to 9.99%......        106           37,682,351           18.33
 10.00% to 10.99%.....         31            9,770,298            4.75
 11.00% to 11.99%.....          2              166,374            0.08
 13.00% to 13.99%.....         13            5,407,983            2.63
                              ---         ------------          ------
         Total........        479         $205,590,009           100.0%
                              ===          ===========           =====

                Weighted Average Mortgage Interest Rate is 8.31%.


                       Loan-to-Value Ratios at Origination
                   of Mortgage Loans in Mortgage Loan Group 3

                                                            Percentage of
                                                              Mortgage
                                                             Loan Group
                                            Aggregate       by Aggregate
                           Number of        Scheduled         Scheduled
                        Mortgage Loans  Principal Balance Principal Balance
     Loan-to-Value           As of            As of             As of
Ratios at Origination* September 1, 1996 September 1, 1996 September 1, 1996
- ---------------------- ----------------- ----------------- -----------------
 50.00% or less.......         59         $ 21,383,399          10.40%
 50.01% to  60.00%....         55           13,463,952           6.55
 60.01% to  70.00%....        111           55,565,174          27.03
 70.01% to  80.00%....        175           88,764,543          43.18
 80.01% to  90.00%....         24           10,567,935           5.14
 90.01% to 100.00%....         19            3,686,341           1.79
100.01% or more.......          6            2,317,665           1.13
Unknown...............         30            9,841,000           4.79
                              ---         ------------        -------
          Total.......        479         $205,590,009         100.00%
                              ===          ===========         ======

        Weighted Average Loan-to-Value Ratio at Origination is 69.43%.**
- ----------

* In connection with the Underlying Transaction,  in certain cases,  information
as to the value of the Mortgaged Property was not available in the files for the
applicable Mortgage Loan. In such cases, efforts were made by the RTC to collect
such information from other sources.

** Excludes Mortgage Loans with unknown Loan-to-Value Ratios.




<PAGE>




                   Range of Ratios of Current Loan Balance-to-
      Original Value# as of September 1, 1996 in Mortgage Loan Group 3
<TABLE>
<CAPTION>

                                                                 Percentage of
                                                                   Mortgage
                                                                  Loan Group
                                                 Aggregate       by Aggregate
                                 Number of       Scheduled         Scheduled
                              Mortgage Loans Principal Balance Principal Balance
   Ratios of Current Loan          As of           As of             As of
 Balance-to-Original Value*  September 1, 1996 September 1, 1996 September 1, 1996
 --------------------------- ----------------- ----------------- ----------------
<S>                                 <C>         <C>                  <C>   
  50.00% or less...........         146         $40,839,342          19.86%
  50.01% to  60.00%........          90          34,682,466          16.87
  60.01% to  70.00%........          93          55,516,945          27.00
  70.01% to  80.00%........          50          36,808,655          17.90
  80.01% to  90.00%........          15           8,304,925           4.04
  90.01% to 100.00%........           2           1,310,106           0.64
 100.01% or more...........           5           4,123,652           2.01
 Unknown...................          78          24,003,919          11.68
                                    ---        ------------         ------
           Total...........         479        $205,590,009         100.00%
                                    ===         ===========         ======

   Weighted Average Current Loan Balance-to-Original Value Ratio is 61.09%.**
- ----------
<FN>
# The  ratio  of  Current  Loan  Balance-to-Original  Value  was  calculated  by
multiplying the ratio of Original Loan Balance-to-Original  Value by a fraction,
the numerator of which is the current  principal  balance as of the Cut-Off Date
and the  denominator  of which is the  balance  of the  Mortgage  Loan as of its
origination.

* In connection with the Underlying Transaction,  in certain cases,  information
as to the value of the Mortgaged Property was not available in the files for the
applicable Mortgage Loan. In such cases, efforts were made by the RTC to collect
such information from other sources.

** Excludes Mortgage Loans with unknown Current Loan  Balance-to-Original  Value
Ratios.
</FN>
</TABLE>


                        Lien Positions of Mortgage Loans
                            in Mortgage Loan Group 3

                                                      Percentage of
                                                        Mortgage
                                                       Loan Group
                                      Aggregate       by Aggregate
                     Number of        Scheduled         Scheduled
                  Mortgage Loans  Principal Balance Principal Balance
                       As of            As of             As of
 Lien Position*  September 1, 1996 September 1, 1996 September 1, 1996
 --------------- ----------------- ----------------- -----------------
 First lien**..        428         $191,254,398           93.03%
 Second lien...         49           14,046,876            6.83
 Third lien....          2              288,735            0.14
                       ---         ------------          ------
      Total....        479         $205,590,009          100.00%
                       ===          ===========          ======

- ----------
* In certain cases, a title insurance policy or attorney's title opinion was not
contained in the applicable Mortgage Loan file. In such cases, efforts were made
by the RTC to  determine  the lien  position  of such  Mortgage  Loan from other
sources in the Mortgage Loan file or elsewhere.

** Includes  second and third liens with  respect to which all senior  liens are
included in the Mortgage Pool.


<PAGE>


                                  Property Type
                of Mortgaged Properties in Mortgage Loan Group 3
<TABLE>
<CAPTION>

                                                                    Percentage of
                                                                      Mortgage
                                                                     Loan Group
                                                    Aggregate       by Aggregate
                                   Number of        Scheduled         Scheduled
                                Mortgage Loans  Principal Balance Principal Balance
                                     As of            As of             As of
 Type of Mortgaged Properties  September 1, 1996 September 1, 1996 September 1, 1996
- ------------------------------ ----------------- ----------------- -----------------
<S>                                  <C>            <C>                 <C>  
Hospitality..................          4          $ 11,096,654           5.40%
Industrial/Warehouse.........         67            27,282,774          13.27
Mobile Home Park.............          3               332,348           0.16
Multi-Family.................         52            33,235,862          16.17
Nursing Home.................          1               907,164           0.44
Office.......................        169            54,198,023          26.36
Retail.......................        106            57,540,572          27.99
Other........................         77            20,996,612          10.21
                                      --            ----------          -----
          Total..............        479          $205,590,009         100.00%
                                     ===           ===========         ======
</TABLE>


                             Geographic Distribution
                of Mortgaged Properties in Mortgage Loan Group 3

                                                           Percentage of
                                                             Mortgage
                                                            Loan Group
                                           Aggregate       by Aggregate
                          Number of        Scheduled         Scheduled
                       Mortgage Loans  Principal Balance Principal Balance
                            As of            As of             As of
       Location       September 1, 1996 September 1, 1996 September 1, 1996
 -------------------  ----------------- ----------------- -----------------
 Alabama............          1           $    77,389           0.04%
 California.........        222           119,200,996          57.98
 Colorado...........         12             3,585,239           1.74
 Connecticut........          4               606,097           0.29
 Washington, D.C....          1               108,563           0.05
 Delaware...........          1             3,962,190           1.93
 Florida............         16            14,739,364           7.17
 Georgia............          6               320,368           0.16
 Illinois...........          1                66,407           0.03
 Kansas.............          2               193,125           0.09
 Louisiana..........          8               889,843           0.43
 Mississippi........          1               235,616           0.11
 North Carolina.....          2             5,544,494           2.70
 New Jersey.........          5             5,281,003           2.57
 New Mexico.........          2                33,171           0.02
 New York...........         14             3,041,697           1.48
 Ohio...............         10             1,075,399           0.52
 Oklahoma...........          4             2,011,285           0.98
 Pennsylvania.......          3               339,993           0.17
 Rhode Island.......          2               181,395           0.09
 Tennessee..........          2               402,623           0.20
 Texas..............         28             3,255,620           1.58
 Virginia...........        130            39,671,423          19.30
 Washington.........          2               766,710           0.37
                           ----          ------------        -------
           Total....        479          $205,590,009         100.00%
                            ===           ===========         ======



<PAGE>

                        County Concentrations (Over 10%)
                   of Mortgage Loans in Mortgage Loan Group 3

                                                               Percentage of
                                                                 Mortgage
                                                                Loan Group
                                               Aggregate       by Aggregate
                              Number of        Scheduled         Scheduled
                           Mortgage Loans  Principal Balance Principal Balance
                                As of            As of             As of
   County Concentration*  September 1, 1996 September 1, 1996 September 1, 1996
- ------------------------  ----------------- ----------------- -----------------
 Los Angeles County
      90068 Los Angeles.           1         $10,470,360            5.09%
      90706 Bellflower..           1           6,272,087            3.05
      91355 Valencia....           1           4,184,444            2.04
      Other Zip Codes...         130          53,891,231           26.21
 Total Los Angeles               
 County.................         133          74,818,122           36.39
 Prince Williams County
 (VA)
      22110 Manassas....          44           8,441,503            4.11
      22192 Woodbridge..          15           6,744,870            3.28
      22191 Woodbridge..          26           4,731,885            2.30
      Other Zip Codes...          26          10,170,604            4.95
 Total Prince Williams
 County.................         111          30,088,862           14.64
 All Other Counties.....         235         100,683,025           48.97
                                 ---         -----------           -----
           Total........         479         205,590,009          100.00%
                                 ===         ===========          ======
- ----------
* Zip Code  concentrations  are indicated  above only if the percentage  exceeds
2.0% in the counties noted.  Monthly Payments Delinquent as of September 1, 1996
of Mortgage Loans in Mortgage Loan Group 3.


                Monthly Payments Delinquent as of October 1, 1996
                   of Mortgage Loans in Mortgage Loan Group 3*

<TABLE>
<CAPTION>
                                                                      Percentage of
                                                                        Mortgage
                                                                       Loan Group
                                                      Aggregate       by Aggregate
                                     Number of        Scheduled         Scheduled
                                  Mortgage Loans  Principal Balance Principal Balance
                                       As of            As of             As of
   Monthly Payments Delinquent    October 1, 1996  October 1, 1996   October 1, 1996
- -------------------------------- ---------------- ----------------- ----------------
<S>                                    <C>         <C>                   <C>   
Current.........................       442         $183,011,561          89.42%
30-59 days......................         3              565,589           0.28
60-89 days......................         7            4,495,718           2.20
90+ days........................        21           15,788,779           7.71
Foreclosure.....................         1              812,217           0.40
REO.............................         0                       0        0.00
                                      ----        ----------------     -------
          Total.................       474         $204,673,864         100.00%
                                       ===          ===========         ======

- ----------
<FN>
* Information obtained from the September 1, 1996 Underlying Trustee's report
to the Underlying Certificateholders.
</FN>
</TABLE>



<PAGE>

     Delinquency History for the Past Twelve Months As of September 1, 1996
                   of Mortgage Loans in Mortgage Loan Group 3

<TABLE>
<CAPTION>
                                                                                  Percentage of
                                                                                    Mortgage
                                                                                   Loan Group
                                                                  Aggregate       by Aggregate
                                                  Number of       Scheduled         Scheduled
                                               Mortgage Loans Principal Balance Principal Balance
                                                    As of           As of             As of
            Delinquency History*              September 1, 1996 September 1, 1996 September 1, 1996
- --------------------------------------------  ----------------- ----------------- ----------------
<S>                                                 <C>        <C>                    <C>   
No 30 Day or Greater Delinquency in last 12         
months...........................................   425        $168,670,148.30        82.04%
One Payment Delinquent (30-59 days) in last
12 months
  1 time 30-day delinquent in last 12 months.....     9           1,981,346.15         0.96
  2 times 30-day delinquent in last 12                           
months...........................................     5           1,981,346.15         0.62
  More than 2 times 30-day delinquent in
last 12
    months.......................................     2             297,435.05         0.14
Two Payments Delinquent (60-89 days) in
last 12
  months
  1 time 60-day delinquent in last 12 months.....     6           1,053,949.58         0.51
  2 times 60-day delinquent in last 12                
months...........................................     1              31,973.47         0.02
  More than 2 times 60-day delinquent in
last 12
    months.......................................     2           2,929,523.33         1.42
Three or more Payments Delinquent (90
days+) in last 12 months
  1 time 90-day delinquent in last 12 months.....     3             409,904.55         0.20
  2 times 90-day delinquent in last 12                1             819,462.60         0.40
months...........................................
  More than 2 times 90-day delinquent in
last 12
    months.......................................    25          28,120,086.25        13.68
                                                    ---        ---------------       ------
         Total...................................   479        $205,590,008.63       100.00%
                                                    ===         ==============       ======
- ----------
<FN>
 * The  delinquency  history  was  calculated  by  the  Depositor  based  on the
Paid-to-Dates provided by the Master Servicer.
</FN>
</TABLE>




<PAGE>

               Margins of Mortgage Loans in Mortgage Loan Group 3

                                                       Percentage of
                                                         Mortgage
                                                        Loan Group
                                       Aggregate       by Aggregate
                      Number of        Scheduled         Scheduled
                   Mortgage Loans  Principal Balance Principal Balance
                        As of            As of             As of
      Margins     September 1, 1996 September 1, 1996 September 1, 1996
- ----------------- ----------------- ----------------- -----------------
No Stated Margin          6          $    836,420           0.41%
Less than Zero..          1                64,967           0.03
0.01% to 0.99%..          7               973,414           0.47
1.00% to 1.99%..         26            17,558,060           8.54
2.00% to 2.99%..        197           108,298,184          52.68
3.00% to 3.99%..        212            72,150,063          35.09
4.00 or more....         30             5,708,900           2.78
                        ---          ------------         ------
          Total.        479          $205,590,009         100.00%
                        ===           ===========         ======


                        Weighted Average Margin is 2.66%.



            Maximum Rates of Mortgage Loans in Mortgage Loan Group 3

                                                        Percentage of
                                                        Mortgage Loan
                                                          Group by
                                        Aggregate         Aggregate
                       Number of        Scheduled         Scheduled
                    Mortgage Loans  Principal Balance Principal Balance
                         As of            As of             As of
   Maximum Rates   September 1, 1996 September 1, 1996 September 1, 1996
- ------------------ ----------------- ----------------- -----------------
No Maximum Rate...        144         $ 54,857,262          26.68%
12.00% to 12.99%..         19            5,188,750           2.52
13.00% to 13.99%..          8           10,818,380           5.26
14.00% to 14.99%..         75           63,117,197          30.70
15.00% to 15.99%..         57           21,141,009          10.28
16.00% to 16.99%..         82           24,646,383          11.99
17.00% to 17.99%..         68           20,034,880           9.75
18.00% to 18.99%..         24            5,287,562           2.57
19.00% to 19.99%..          2              498,585           0.24
                          ---          -----------         ------
          Total...        479         $205,590,009         100.00%
                          ===          ===========         ======

                    Weighted Average Maximum Rate is 15.41%.*
- ----------

* Excludes ARMs with no Maximum Rate.



<PAGE>

         Floor Interest Rates of Mortgage Loans in Mortgage Loan Group 3

                                                           Percentage of
                                                           Mortgage Loan
                                                             Group by
                                           Aggregate         Aggregate
                          Number of        Scheduled         Scheduled
                       Mortgage Loans  Principal Balance Principal Balance
                            As of            As of             As of
 Floor Interest Rates September 1, 1996 September 1, 1996 September 1, 1996
- --------------------- ----------------- ----------------- -----------------
 No Minimum Rate....         282         $ 88,973,230          43.28%
 Less than 6.00%....          64           47,709,337          23.21
 6.00% to 6.99%.....          49           29,921,986          14.55
 7.00% to 7.99%.....          65           28,205,177          13.72
 8.00% to 8.99%.....          19           10,780,279           5.24
                             ---         ------------         ------
           Total....         479         $205,590,009         100.00%
                             ===          ===========         ======

                 Weighted Average Floor Interest Rate is 6.34%.*
- ----------

* Excludes ARMs with no Floor Interest Rates.


                          Periodic Rate Adjustment Caps
                   of Mortgage Loans in Mortgage Loan Group 3

                                                                Percentage of
                                                                  Mortgage
                                                                 Loan Group
                                                Aggregate       by Aggregate
                               Number of        Scheduled         Scheduled
                            Mortgage Loans  Principal Balance Principal Balance
       Periodic Rate             As of            As of             As of
      Adjustment Caps      September 1, 1996 September 1, 1996 September 1, 1996
- -------------------------- ----------------- ----------------- -----------------
No Periodic Adjustment            
Cap.......................        252        $140,448.606           68.31% 
Less than 1.00%...........          3           1,005,762            0.49
1.00% to 1.99%............         65          20,531,946            9.99
2.00% to 2.99%............        129          34,618,763           16.84
3.00% to 3.99%............          7             882,709            4.43
4.00% or more.............         23           8,102,222            3.94
                                  ---        ------------          ------
          Total...........        479        $205,590,009          100.00%
                                  ===         ===========          ======


                          Interest Adjustment Frequency
                   of Mortgage Loans in Mortgage Loan Group 3

                                                            Percentage of
                                                              Mortgage
                                                             Loan Group
                                            Aggregate       by Aggregate
                           Number of        Scheduled         Scheduled
                        Mortgage Loans  Principal Balance Principal Balance
       Interest              As of            As of             As of
 Adjustment Frequency  September 1, 1996 September 1, 1996 September 1, 1996
- ---------------------  ----------------- ----------------- -----------------
Monthly...............        109        $ 82,879,162           40.31%
Quarterly.............          7           1,724,908            0.84
Semi-Annually.........        114          36,732,041           17.87
Annually..............        146          44,368,547           21.58
Two Years.............          4           1,425,951            0.69
Three Years...........         69          23,312,407           11.34
Five Years............          6           7,261,619            3.53
Adjusts with Index....         24           7,885,374            3.84
                              ---         -----------          ------
          Total.......        479        $205,590,009          100.00%
                              ===         ===========          ======

<PAGE>

                          Payment Adjustment Frequency
                   of Mortgage Loans in Mortgage Loan Group 3

<TABLE>
<CAPTION>
                                                                   Percentage of
                                                                     Mortgage
                                                                    Loan Group
                                                   Aggregate       by Aggregate
                                  Number of        Scheduled         Scheduled
                               Mortgage Loans  Principal Balance Principal Balance
        Payment                     As of            As of             As of
 Adjustment Frequency         September 1, 1996 September 1, 1996 September 1, 1996
- ----------------------        ----------------- ----------------- -----------------
<S>                                 <C>           <C>                  <C>  
Monthly....................           4          $  1,035,664           0.50%
Quarterly..................           1             1,449,108           0.70
Semi-Annually..............         110            34,629,093          16.84
Annually...................         255           132,224,330          64.31
Two Years..................           4             1,425,951           0.69
Three Years................          69            23,312,407          11.34
Five Years.................          13             7,568,948           3.68
Fixed Payment..............           7               633,816           0.31
Adjusts with Index.........          16             3,310,692           1.61
                                    ---          ------------        -------
          Total............         479          $205,590,009         100.00%
                                    ===           ===========         ======
</TABLE>


                                     Indexes
                   of Mortgage Loans in Mortgage Loan Group 3

<TABLE>
<CAPTION>
                                                                                  Percentage of
                                                                                    Mortgage
                                                                                   Loan Group
                                                                  Aggregate       by Aggregate
                                                 Number of        Scheduled         Scheduled
                                              Mortgage Loans  Principal Balance Principal Balance
                                                   As of            As of             As of
                   Indexes                   September 1, 1996 September 1, 1996 September 1, 1996
- -------------------------------------------- ----------------- ----------------- -----------------
<S>                                                 <C>          <C>                   <C>  
COFI--5th District Cincinnati 3 Year                  
Borrowing...................................          1          $    61,967            0.03%
COFI--11th Dist Weighted Average.............       201          123,473,428           60.06
COFI--4th District Atlanta...................         1               24,507            0.01
COFI--9th District Dallas....................         1               24,829            0.01
COFI--Weighted Avg for  CA Members of SF             
FHLB.........................................        11            4,828,935            2.35
FHLB--Advance Rate (Dallas)..................         1              758,593            0.37
FHLB--3 Year Advance Rate (Pittsburgh).......         1              907,164            0.44
FHLB--3 Yr borrowing rate....................         1              229,634            0.11
FHLB--5 Year Advance Rate (Atlanta)..........         1            5,512,964            2.68
FHLB--Advance Rate...........................        15            1,192,798            0.58
FHLB--Contract Rate..........................         1               42,833            0.02
FHLB--National  Average of Lenders
(Previously (Occupied Homes).................        17              895,349            0.44
LIBOR--1 Year................................         4            2,103,082            1.02
Prime--Bank One of Dallas....................         1               16,305            0.01
Prime--Chemical Bank of NY...................         1               68,371            0.03
Prime--Chase Manhattan Bank..................         5            1,028,635            0.50
Prime--Citibank..............................         2              416,898            0.20
Prime--Mercantile Safe Deposit & Trust, MD...         1            3,962,190            1.93
Prime--As Stated In Wall Street Journal......        22            4,275,041            2.08
Treasury--1 Year 6 Month Average.............         6            1,634,363            0.79
Treasury--1 Year Treasury Auction............         1               75,282            0.04
Treasury--1 Year Monthly Average.............         3            2,426,482            1.18
Treasury--1 Year Weekly Average..............        99           26,335,011           12.81
Treasury--2 Year Note CMT....................         2            1,385,374            0.67
Treasury--26 Week T-Bill, weekly Average.....         5              534,061            0.26
Treasury--3 Year Weekly Average..............        60           17,707,313            8.61
Treasury--5 Year Bond Rate...................         1              418,517            0.20
Treasury--5 Year Weekly Average..............         5            4,480,735            2.18
Treasury--6 Month Monthly Average............         2              349,725            0.17
Treasury--91 Day T-Bill......................         7              419,619            0.20
                                                    ---         ------------         -------
          Total.............................       479         $205,590,009          100.00%
                                                   ===          ===========          ======
</TABLE>


<PAGE>

                        Loans with Potential for Negative
                      Amortization in Mortgage Loan Group 3

                                                               Percentage of
                                                                 Mortgage
                                                                Loan Group
                                               Aggregate       by Aggregate
                              Number of        Scheduled         Scheduled
                           Mortgage Loans  Principal Balance Principal Balance
                                As of            As of             As of
   Negative Amortization  September 1, 1996 September 1, 1996 September 1, 1996
- ------------------------  ----------------- ----------------- -----------------
 No Negative                     
 Amortization............        351         $118,553,730          57.67%
 Negative Amortization...        128           87,036,279          42.33
                                 ---         ------------        -------
           Total.........        479         $205,590,009         100.00%
                                 ===          ===========         ======


    Loans-to-Facilitate and Modified Mortgage Loans in Mortgage Loan Group 3
<TABLE>
<CAPTION>

                                                                                    Percentage of
                                                                                      Mortgage
                                                                                     Loan Group
                                                                    Aggregate       by Aggregate
                                                    Number of       Scheduled         Scheduled
                                                 Mortgage Loans Principal Balance Principal Balance
                                                      As of           As of             As of
Loans-to-Facilitate and Modified Mortgage Loans September 1, 1996 September 1, 1996 September 1, 1996
- ----------------------------------------------- ----------------- ----------------- -----------------
<S>                                                   <C>       <C>                     <C>  
Loans-to-Facilitate (Non-RTC)(1)..............          6         $3,094,608.17           1.51%
Modified Mortgage Loans(2)....................         59         32,894,816.72          16.00
Not Applicable................................        414        169,600,583.74          82.49
                                                      ---        --------------         -------
          Total...............................        479       $205,590,008.63         100.00%
                                                      ===        ==============          ======
- ----------
<FN>
(1) Loans originated by a non-RTC institution to facilitate the sale of REO.

(2) Loans which the Seller believed had  substantially  modified terms as of the
Underlying  Cut-Off  Date due to  default,  reasonable  likelihood  of  default,
workout or other credit related reasons.
</FN>
</TABLE>


<PAGE>
                                                                  Exhibit D

                                    Exhibit D


                              Mortgage Loan Group 4

                   Distribution of Original Principal Balances
                   of Mortgage Loans in Mortgage Loan Group 4*
<TABLE>
<CAPTION>

                                                                 Percentage of
                                                                   Mortgage
                                                                  Loan Group
                                                 Aggregate       by Aggregate
                                Number of        Scheduled         Scheduled
                             Mortgage Loans  Principal Balance Principal Balance
                                  As of            As of             As of
Original Principal Balances September 1, 1996 September 1, 1996 September 1, 1996
- --------------------------- ----------------- ----------------- -----------------
<C>                                <C>         <C>                  <C>  
$    50,000 or less.......          29        $    696,009            0.26%
$    50,001 to $   100,000          75           3,139,633            1.19
$   100,001 to $   200,000          90           9,446,026            3.57
$   200,001 to $   400,000         116          25,690,270            9.72
$   400,001 to $   600,000          38          15,777,278            5.97
$   600,001 to $   800,000          28          15,996,169            6.05
$   800,001 to $ 1,000,000          17          14,988,570            5.67
$ 1,000,001 to $ 2,000,000          45          56,829,756           21.50
$ 2,000,001 to $ 3,000,000          16          35,857,668           13.57
$ 3,000,001 to $ 4,000,000           9          28,058,664           10.62
$ 4,000,001 to $ 5,000,000           4          16,224,346            6.14
$ 5,000,001 to $10,000,000           7          33,429,748           12.65
$10,000,001 or more.......           1           8,132,484            3.08
                                   ---         -----------          ------
          Total...........         475        $264,266,621          100.00%
                                   ===         ===========          ======

- ----------
<FN>
* Information obtained from the September 1, 1996 Underlying Trustee's report to
the Underlying Certificateholders.
</FN>
</TABLE>


                 Average Original Principal Balance is $677,805.


      Distribution of Scheduled Principal Balances as of September 1, 1996
                   of Mortgage Loans in Mortgage Loan Group 4

                                                               Percentage of
                                                                 Mortgage
                                                                Loan Group
                                               Aggregate       by Aggregate
                              Number of        Scheduled         Scheduled
         Scheduled         Mortgage Loans  Principal Balance Principal Balance
    Principal Balances          As of            As of             As of
  As of September 1, 1996 September 1, 1996 September 1, 1996 September 1, 1996
- ------------------------- ----------------- ----------------- -----------------
$    50,000 or less.........        97          $  2,643,705            1.00%
$    50,001 to $   100,000..        62             4,546,110            1.72
$   100,001 to $   200,000..        87            13,321,891            5.04
$   200,001 to $   400,000..        76            21,463,186            8.12
$   400,001 to $   600,000..        40            19,094,509            7.23
$   600,001 to $   800,000..        22            15,196,078            5.75
$   800,001 to $ 1,000,000..        19            17,472,861            6.61
$ 1,000,001 to $ 2,000,000..        38            53,081,809           20.09
$ 2,000,001 to $ 3,000,000..        18            43,628,342           16.51
$ 3,000,001 to $ 4,000,000..         9            31,282,737           11.84
$ 4,000,001 to $ 5,000,000..         3            13,338,742            5.05
$ 5,000,001 to $10,000,000..         4            29,196,652           11.05
                                    ---           -----------          ------
              Total.........        475          $264,266,621         100.00%
                                    ===           ===========          ======

                                                                               
Average Scheduled Principal Balance as of September 1, 1996 is $556,351.


                        Original Terms to Stated Maturity
                   of Mortgage Loans in Mortgage Loan Group 4

                                                        Percentage of
                                                          Mortgage
                                                         Loan Group
                                        Aggregate       by Aggregate
                       Number of        Scheduled         Scheduled
  Original Number   Mortgage Loans  Principal Balance Principal Balance
    of Years to          As of            As of             As of
 Stated Maturity*  September 1, 1996 September 1, 1996 September 1, 1996
- -----------------  ----------------- ----------------- -----------------
 5 years or less.         84          $ 66,752,043          25.26
 5+ to  7 years..        178           140,638,405          53.22
 7+ to 10 years..         32            22,103,813           8.36
10+ to 15 years..         30            10,025,738           3.79
15+ to 20 years..         33             5,103,271           1.93
20+ to 30 years..        117            19,620,792           7.42
30 years or more.          1                22,559           0.01
                         ---        --------------      ---------
          Total..        475          $264,266,621         100.00
                         ===           ===========         ======

         Weighted Average Original Term to Stated Maturity is 8.2 years.

- ----------
* Without giving effect to any modification or extension of maturity date.



<PAGE>

                      Remaining Terms to Stated Maturity of
                 Balloon Mortgage Loans in Mortgage Loan Group 4

                                                              Percentage of
                                                                 Balloon
                                                             Mortgage Loans
                                                               in Mortgage
                                                               Loan Group
                                              Aggregate       by Aggregate
                             Number of        Scheduled         Scheduled
                          Mortgage Loans  Principal Balance Principal Balance
   Years Remaining             As of            As of             As of
As of September 1, 1996  September 1, 1996 September 1, 1996 September 1, 1996
- -----------------------  ----------------- ----------------- -----------------
 1 year or less....             39         $ 27,998,904           12.12%
 1+ to  2 years....             44           25,498,513           11.04
 2+ to  3 years....             30           33,590,450           14.55
 3+ to  4 years....            120           94,961,171           41.12
 4+ to  5 years*...             37           34,566,497           14.97
 5+ to 10 years....             14           10,335,764            4.48
10+ to 15 years....              4            3,988,586            1.73
                               ---          -----------          ------
          Total....            288         $230,939,885          100.00%
                               ===          ===========          ======

        Weighted Average Remaining Term to Stated Maturity is 3.3 years.

     ---------- * Based on the Maturity Date Extension  Assumptions  For Matured
Performing Mortgage Loans described herein.


                      Remaining Terms to Stated Maturity of
            Fully Amortizing Mortgage Loans in Mortgage Loan Group 4

<TABLE>
<CAPTION>
                                                                  Percentage of
                                                                Fully Amortizing
                                                                 Mortgage Loans
                                                                   in Mortgage
                                                                   Loan Group
                                                  Aggregate       by Aggregate
                               Number of          Scheduled         Scheduled
                            Mortgage Loans    Principal Balance Principal Balance
   Years Remaining               As of              As of             As of
As of September 1, 1996*   September 1, 1996  September 1, 1996 September 1, 1996
- ------------------------   -----------------  ----------------- -----------------
<C>                               <C>            <C>                  <C>  
 1 year or less.......             5               $ 58,698            0.18%
 1+ to 2 years........            12                545,702            1.64
 2+ to 3 years........            11                415,155            1.25
 3+ to 4 years........            14                675,636            2.03
 4+ to 5 years........            10              1,306,022            3.92
 5+ to 10 years.......            73              6,617,161           19.86
10+ to 15 years.......            20              2,413,153            7.24
15+ to 20 years.......            26             12,450,710           37.36
20+ to 30 years.......            16              8,844,498           26.54
                                ----            -----------         -------
          Total.......           187            $33,326,736          100.00%
                                 ===             ==========          ======

        Weighted Average Remaining Term to Stated Maturity is 15.0 years.

 ----------
<FN>
* Based on the  Maturity  Date  Extension  Assumptions  For  Matured  Performing
Mortgage Loans described herein.
</FN>
</TABLE>
<PAGE>

                           Seasoning of Mortgage Loans
                            in Mortgage Loan Group 4
<TABLE>
<CAPTION>

                                                                  Percentage of
                                                                    Mortgage
                                                                   Loan Group
                                                  Aggregate       by Aggregate
                                 Number of        Scheduled         Scheduled
                              Mortgage Loans  Principal Balance Principal Balance
         Seasoning                 As of            As of             As of
As of September 1, 1996      September 1, 1996 September 1, 1996 September 1, 1996
- -----------------------      ----------------- ----------------- ------------------
<S>                                <C>          <C>                   <C>  
   2+ to 3 years...........         75          $73,213,556           27.70%
   3+ to 4 years...........        147          114,425,453           43.30
   4+ to 5 years...........         41           39,246,014           14.85
   5+ to 6 years...........          8            3,693,713            1.40
   6+ to 7 years...........         16            3,704,672            1.40
   7+ to 8 years...........         13            2,463,323            0.93
   8+ to 9 years...........         17            9,995,102            3.78
   9+ to 10 years..........         21            3,685,096            1.39
Over 10 years..............        137           13,839,691            5.24
                                   ---          -----------          ------
          Total............        475         $264,266,621          100.00%
                                   ===          ===========          ======
</TABLE>

                    Weighted Average Seasoning is 4.4 years.


                 Mortgage Interest Rates As of September 1, 1996
                   of Mortgage Loans in Mortgage Loan Group 4

                                                             Percentage of
                                                               Mortgage
                                                              Loan Group
                                             Aggregate       by Aggregate
                            Number of        Scheduled         Scheduled
                         Mortgage Loans  Principal Balance Principal Balance
                              As of            As of             As of
Mortgage Interest Rates September 1, 1996 September 1, 1996 September 1, 1996
- ----------------------- ----------------- ----------------- -----------------
  5.00% to 5.99%......          6         $    107,441            0.04
  6.00% to 6.99%......          9           18,311,225            6.93
  7.00% to 7.99%......         32           31,191,081           11.80
  8.00% to 8.99%......        125           89,466,710           33.85
  9.00% to 9.99%......        155           84,085,084           31.82
 10.00% to 10.99%.....         81           28,519,808           10.79
 11.00% to 11.99%.....         25            4,360,719            1.65
 12.00% to 12.99%.....         20            5,777,279            2.19
 13.00% to 13.99%.....         19            2,082,825            0.79
 14.00% to 14.99%.....          3              364,449            0.14
                            -----        -------------          ------
         Total........        475         $264,266,621          100.00%
                              ===          ===========          ======

                Weighted Average Mortgage Interest Rate is 8.81%.


                       Loan-to-Value Ratios at Origination
                   of Mortgage Loans in Mortgage Loan Group 4

                                                            Percentage of
                                                              Mortgage
                                                             Loan Group
                                            Aggregate       by Aggregate
                           Number of        Scheduled         Scheduled
                        Mortgage Loans  Principal Balance Principal Balance
     Loan-to-Value           As of            As of             As of
Ratios at Origination* September 1, 1996 September 1, 1996 September 1, 1996
- ---------------------- ----------------- ----------------- -----------------
 50.00% or less.......         62        $ 23,817,958            9.01%
 50.01% to  60.00%....         75          46,048,444           17.42
 60.01% to  70.00%....         77          54,877,521           20.77
 70.01% to  80.00%....        140          59,861,350           22.65
 80.01% to  90.00%....         39          25,557,919            9.67
 90.01% to 100.00%....         22          19,792,634            7.49
100.01% or more.......          8           9,119,309            3.45
Unknown...............         52          25,191,486            9.53
                              ---       -------------        --------
          Total.......        475        $264,266,621          100.00%
                              ===         ===========          ======

         Weighted Average Loan-to-Value Ratio at Origination is 69.4%.**

- ----------

* In connection with the Underlying Transaction,  in certain cases,  information
as to the value of the Mortgaged Property was not available in the files for the
applicable Mortgage Loan. In such cases, efforts were made by the RTC to collect
such information from other sources.

** Excludes Mortgage Loans with unknown Loan-to-Value Ratios.




<PAGE>


         Range of Ratios of Current Loan Balance-to-Original Value#
                As of September 1, 1996 in Mortgage Loan Group 4

<TABLE>
<CAPTION>
                                                                 Percentage of
                                                                   Mortgage
                                                                  Loan Group
                                                 Aggregate       by Aggregate
                                 Number of       Scheduled         Scheduled
                              Mortgage Loans Principal Balance Principal Balance
   Ratios of Current Loan          As of           As of             As of
 Balance-to-Original Value*  September 1, 1996 September 1, 1996 September 1, 1996
 --------------------------- ----------------- ----------------- ----------------
<S>                                 <C>       <C>                    <C>   
    0.01% to 50.00%........         192       $ 53,574,296           20.27%
  50.01% to  60.00%........          76         63,297,985           23.95
  60.01% to  70.00%........          55         38,124,779           14.43
  70.01% to  80.00%........          46         35,118,268           13.29
  80.01% to  90.00%........          23         17,601,682            6.66
  90.01% to 100.00%........           8         18,060,638            6.83
 100.01% or more...........           6          7,652,427            2.90
 Unknown...................          69         30,836,545           11.67
                                    ---        -----------         -------
           Total...........         475       $264,266,621          100.00%
                                    ===        ===========          ======

   Weighted Average Current Loan Balance-to-Original Value Ratio is 62.68%.**

- ----------

# The  ratio  of  Current  Loan  Balance-to-Original  Value  was  calculated  by
multiplying the ratio of Original Loan Balance-to-Original  Value by a fraction,
the numerator of which is the current  principal  balance as of the Cut-Off Date
and the  denominator  of which is the  balance  of the  Mortgage  Loan as of its
origination.

* In connection with the Underlying Transaction,  in certain cases,  information
as to the value of the Mortgaged Property was not available in the files for the
applicable Mortgage Loan. In such cases, efforts were made by the RTC to collect
such information from other sources.

** Excludes Mortgage Loans with unknown Current Loan  Balance-to-Original  Value
Ratios.


                        Lien Positions of Mortgage Loans
                            in Mortgage Loan Group 4

                                                     Percentage of
                                                       Mortgage
                                                      Loan Group
                                     Aggregate       by Aggregate
                    Number of        Scheduled         Scheduled
                 Mortgage Loans  Principal Balance Principal Balance
                      As of            As of             As of
Lien Position*  September 1, 1996 September 1, 1996 September 1, 1996
- --------------  ----------------- ----------------- -----------------
First lien**..           452      $257,442,079           97.42%
Second lien...            18         4,993,752            1.89
Third lien....             1         1,683,833            0.64
Not Available.             4           146,957            0.06
                         ---       -----------          ------
     Total....           475      $264,266,621          100.00%
                         ===       ===========          ======


- ---------- 

* In certain cases, a title insurance policy or attorney's title opinion was not
contained in the applicable Mortgage Loan file. In such cases, efforts were made
by the RTC to  determine  the lien  position  of such  Mortgage  Loan from other
sources in the Mortgage Loan file or elsewhere.

** Includes  second and third liens with  respect to which all senior  liens are
included in the Mortgage Pool.



                                  Property Type
                of Mortgaged Properties in Mortgage Loan Group 4

                                                               Percentage of
                                                                 Mortgage
                                                                Loan Group
                                               Aggregate       by Aggregate
                              Number of        Scheduled         Scheduled
                           Mortgage Loans  Principal Balance Principal Balance
         Type of                As of            As of             As of
  Mortgaged Properties    September 1, 1996 September 1, 1996 September 1, 1996
- ------------------------  ----------------- ----------------- -----------------
Hospitality.............         35         $ 50,030,467            18.93%
Industrial/Warehouse....         58           28,852,842            10.92
Mobile Home park........          5            2,412,161             0.91
Multi-Family............         24            5,329,234             2.02
Nursing Home............          3            2,336,150             0.88
Office..................        137           62,802,329            23.76
Retail..................        148           77,596,107            29.36
Other...................         65           34,907,331            13.21
                                ---         ------------          -------
          Total.........        475         $264,266,621           100.00%
                                ===          ===========           ======


                             Geographic Distribution
                of Mortgaged Properties in Mortgage Loan Group 4

                                                          Percentage of
                                                            Mortgage
                                                           Loan Group
                                          Aggregate       by Aggregate
                         Number of        Scheduled         Scheduled
                      Mortgage Loans  Principal Balance Principal Balance
                           As of            As of             As of
      Location       September 1, 1996 September 1, 1996 September 1, 1996
- -------------------  ----------------- ----------------- -----------------
Alabama............          7         $  1,144,975            0.43%
Arizona............          4            2,151,060            0.81
Arkansas...........          1               16,922            0.01
California.........         42           19,414,441            7.35
Colorado...........          6            4,308,936            1.63
Connecticut........          2               39,819            0.02
District of                  1            2,056,635            0.78
Columbia...........
Delaware...........          6            1,756,241            0.66
Florida............         40           35,621,805           13.48
Georgia............          9            7,167,424            2.71
Illinois...........          7            3,210,627            1.21
Indiana............          1            2,321,639            0.88
Kansas.............          4            1,583,692            0.60
Louisiana..........         21            3,316,952            1.26
Massachusetts......          2               47,799            0.02
Maryland...........         72           43,769,050           16.56
Michigan...........          1              219,456            0.08
Minnesota..........          1              166,460            0.06
Missouri...........          1            3,663,409            1.39
Mississippi........          3              594,151            0.22
North Carolina.....          9            6,786,387            2.57
New Jersey.........         15            6,260,817            2.37
New Mexico.........          4            3,051,013            1.15
Nevada.............          1              950,991            0.36
New York...........          4            9,148,838            3.46
Ohio...............          5              204,844            0.08
Oklahoma...........          5            1,429,646            0.54
Oregon.............          5            4,501,555            1.70
Pennsylvania.......          3              564,945            0.21
South Carolina.....          2            1,053,075            0.40
South Dakota.......          1            2,274,581            0.86
Tennessee..........          2            2,188,133            0.83
Texas..............        136           72,118,049           27.29
Virginia...........         47           13,750,728            5.20
Washington.........          1            6,134,792            2.32
Wisconsin..........          1            1,151,140            0.44
West Virginia......          2               39,558            0.01
Wyoming............          1               86,034            0.03
                         -----        -------------       ---------
          Total....        475         $264,266,621          100.00%
                           ===          ===========          ======
</TABLE>


                        County Concentrations (Over 10%)
                   of Mortgage Loans in Mortgage Loan Group 4

<TABLE>
<CAPTION>
                                                                           Percentage of
                                                                             Mortgage
                                                                            Loan Group
                                                           Aggregate       by Aggregate
                                           Number of       Scheduled         Scheduled
                                        Mortgage Loans Principal Balance Principal Balance
                                             As of           As of             As of
         County Concentration          September 1, 1996 September 1, 1996 September 1, 1996
 ------------------------------------  ---------------------------------------------------
<S>                                         <C>              <C>              <C>
 No County has a concentration over         None             None              None
 10%.................................
</TABLE>


                Monthly Payments Delinquent as of October 1, 1996
                   of Mortgage Loans in Mortgage Loan Group 4*
<TABLE>
<CAPTION>

                                                                      Percentage of
                                                                        Mortgage
                                                                       Loan Group
                                                      Aggregate       by Aggregate
                                     Number of        Scheduled         Scheduled
                                  Mortgage Loans  Principal Balance Principal Balance
                                       As of            As of             As of
   Monthly Payments Delinquent    October 1, 1996  October 1, 1996   October 1, 1996
- -------------------------------- ---------------- ------------------ ---------------
<S>                                    <C>          <C>                   <C>   
Current.........................       451          $250,247,372          95.31%
30-59 days......................         2               121,606           0.05
60-89 days......................         3             1,888,016           0.72
90+ days........................        14            10,286,052           3.92
Foreclosure.....................         0                     0           0.00
REO.............................         0                     0           0.00
                                      ----        ----------------      -------
         Total..................       470          $262,543,046         100.00%
                                       ===          ============         ======
<FN>
* Information obtained from the September 1, 1996 Underlying Trustee's report
to the Underlying Certificateholders.
</FN>
     

     Delinquency History for the Past Twelve Months as of September 1, 1996
                   of Mortgage Loans in Mortgage Loan Group 4
</TABLE>

<TABLE>
<CAPTION>
                                                                                         Percentage of
                                                                                           Mortgage
                                                                                          Loan Group
                                                                         Aggregate       by Aggregate
                                                        Number of        Scheduled         Scheduled
                                                     Mortgage Loans  Principal Balance Principal Balance
                                                          As of            As of             As of
                 Delinquency History*               September 1, 1996September 1, 1996 September 1, 1996
   -----------------------------------------------  ----------------------------------------------------
<S>                                                       <C>         <C>                    <C>   
No 30 Day or Greater Delinquency in last 12 months        426         $231,832,875.28        87.73%
One Payment Delinquent (30-59 days) in last 12
months
  1 time 30-day delinquent in last 12 months...            14            2,513,267.95         0.95
  2 times 30-day delinquent in last 12 months..             1               17,012.83         0.01
  More than 2 times 30-day delinquent in last 12
    months.....................................             4            4,746,503.64         1.80
Two Payments Delinquent (60-89 days) in last 12
  months
  1 time 60-day delinquent in last 12 months...             7            3,041,024.46         1.15
  2 times 60-day delinquent in last 12 months..             1              541,043.63         0.20
  More than 2 times 60-day delinquent in last 12
    months.....................................             3            7,906,660.70         2.99
Three or more Payments Delinquent (90 days+) in
last 12 months
  1 time 90-day delinquent in last 12 months...             2            2,350,407.33         0.89
  2 times 90-day delinquent in last 12 months..             1               62,389.31         0.02
  More than 2 times 90-day delinquent in last 12
    months.....................................            16           11,255,435.54         4.26
                                                          ---          --------------       ------
         Total.................................           475         $264,266,620.67       100.00%
                                                          ===          ==============       ======

- ----------
<FN>
 * The  delinquency  history  was  calculated  by  the  Depositor  based  on the
Paid-to-Dates provided by the Master Servicer.
</FN>
</TABLE>


               Margins of Mortgage Loans in Mortgage Loan Group 4

                                                                Percentage of
                                                                  Mortgage
                                                                 Loan Group
                                                Aggregate       by Aggregate
                               Number of        Scheduled         Scheduled
                            Mortgage Loans  Principal Balance Principal Balance
                                 As of            As of             As of
          Margins          September 1, 1996 September 1, 1996 September 1, 1996
- -------------------------  ----------------- ----------------- -----------------
Fixed Rate Mortgage Loans        441         $248,899,487          94.18%
No Stated Margin.........          1               82,338           0.03
1.00% to 1.99%...........          1               33,986           0.01
2.00% to 2.99%...........         16           10,341,674           3.91
3.00% to 3.99%...........         14            4,565,389           1.73
4.00% or more............          2              343,747           0.13
                               -----        -------------      ---------
          Total..........        475         $264,266,621         100.00%
                                 ===          ===========         ======

                       Weighted Average Margin is 2.58%.*
- ----------
* Excludes Fixed Rate Mortgage Loans.


            Maximum Rates of Mortgage Loans in Mortgage Loan Group 4

                                                                Percentage of
                                                                  Mortgage
                                                                 Loan Group
                                                Aggregate       by Aggregate
                               Number of        Scheduled         Scheduled
                            Mortgage Loans  Principal Balance Principal Balance
                                 As of            As of             As of
       Maximum Rates       September 1, 1996 September 1, 1996 September 1, 1996
- -------------------------  ----------------- ----------------- -----------------
Fixed Rate Mortgage Loans        441         $248,899,487           94.18%
No Maximum Rate..........          5              406,428            0.15
12.00% to 12.99%.........          2            4,920,893            1.86
14.00% to 14.99%.........          7            3,246,578            1.23
15.00% to 15.99%.........          8            2,721,271            1.03
16.00% to 16.99%.........          7            2,762,904            1.05
17.00% to 17.99%.........          3              792,700            0.30
18.00% to 18.99%.........          1              377,380            0.14
19.00% to 19.99%.........          1              138,980            0.05
                              ------        -------------          ------
          Total..........        475         $264,266,621          100.00%
                                 ===          ===========          ======

                    Weighted Average Maximum Rate is 14.51%.*
- ----------
* Excludes ARMs with no Maximum Rate and Fixed Rate Mortgage Loans.



<PAGE>

         Floor Interest Rates of Mortgage Loans in Mortgage Loan Group 4

                                                                Percentage of
                                                                  Mortgage
                                                                 Loan Group
                                                Aggregate       by Aggregate
                               Number of        Scheduled         Scheduled
                            Mortgage Loans  Principal Balance Principal Balance
                                 As of            As of             As of
   Floor Interest Rates    September 1, 1996 September 1, 1996 September 1, 1996
- -------------------------  ----------------- ----------------- -----------------
Fixed Rate Mortgage Loans        441          $248,899,487          94.18%
No Minimum Rate..........          1               102,216           0.04
 8.00% to  8.99%.........         15             9,675,663           3.66
 9.00% to  9.99%.........          2               145,477           0.06
10.00% to 10.99%.........         12             4,826,957           1.83
11.00% to 11.99%.........          3               477,841           0.18
13.00% to 13.99%.........          1               138,980           0.05
                               -----         -------------      ---------
          Total..........        475          $264,266,621         100.00%
                                 ===           ===========         ======

                 Weighted Average Floor Interest Rate is 9.21%.*
- ----------
* Excludes Fixed Rate Mortgage Loans.


                          Periodic Rate Adjustment Caps
                   of Mortgage Loans in Mortgage Loan Group 4

                                                                Percentage of
                                                                  Mortgage
                                                                 Loan Group
                                                Aggregate       by Aggregate
                               Number of        Scheduled         Scheduled
                            Mortgage Loans  Principal Balance Principal Balance
       Periodic Rate             As of            As of             As of
      Adjustment Caps      September 1, 1996 September 1, 1996 September 1, 1996
- -------------------------- ----------------- ----------------- -----------------
Fixed Rate Mortgage Loans.        441        $248,899,487           94.18%
No Periodic Adjustment Cap         25          13,350,479            5.05
1.00% to 1.99%............          3             501,949            0.19
2.00% to 2.99%............          6           1,514,705            0.57
                               ------       --------------         ------
          Total...........        475        $264,266,621          100.00%
                                  ===         ===========          ======


                          Interest Adjustment Frequency
                   of Mortgage Loans in Mortgage Loan Group 4

                                                                Percentage of
                                                                  Mortgage
                                                                 Loan Group
                                                Aggregate       by Aggregate
                               Number of        Scheduled         Scheduled
                            Mortgage Loans  Principal Balance Principal Balance
         Interest                As of            As of             As of
   Adjustment Frequency    September 1, 1996 September 1, 1996 September 1, 1996
- -------------------------  ----------------- ----------------- -----------------
Fixed Rate Mortgage Loans        441          $248,899,487         94.18%
Monthly..................         13             6,542,872          2.48
Semi-Annually............          3               501,949          0.19
Annually.................         11             5,581,082          2.11
Three Years..............          5             1,034,958          0.39
Five Years...............          2             1,706,272          0.65
                                 ---         -------------        ------
          Total..........        475          $264,266,621        100.00%
                                 ===           ===========        ======



<PAGE>

                          Payment Adjustment Frequency
                   of Mortgage Loans in Mortgage Loan Group 4

<TABLE>
<CAPTION>
                                                                 Percentage of
                                                                   Mortgage
                                                                  Loan Group
                                                 Aggregate       by Aggregate
                                Number of        Scheduled         Scheduled
                             Mortgage Loans  Principal Balance Principal Balance
           Payment                As of            As of             As of
    Adjustment Frequency    September 1, 1996 September 1, 1996 September 1, 1996
 -------------------------  ----------------- ----------------- -----------------
<S>                               <C>          <C>                   <C>   
 Fixed Rate Mortgage Loans        441          $248,899,487          94.18%
 Monthly..................          2               555,596           0.21
 Semi-Annually............          3               501,949           0.19
 Annually.................         21            11,388,719           4.31
 Three Years..............          5             1,034,958           0.39
 Five Years...............          2             1,706,272           0.65
 Fixed Payment............          1               179,639           0.07
                                 ----         -------------        -------
           Total..........        475          $264,266,621         100.00%
                                  ===          ============         ====== 
                               
</TABLE>

                                     Indexes
                   of Mortgage Loans in Mortgage Loan Group 4

<TABLE>
<CAPTION>
                                                                              Percentage of
                                                                                Mortgage
                                                                               Loan Group
                                                              Aggregate       by Aggregate
                                              Number of       Scheduled         Scheduled
                                           Mortgage Loans Principal Balance  Principal Balance
                                                As of           As of             As of
                Indexes                   September 1, 1996 September 1, 1996 September 1, 1996
- --------------------------------------    ----------------- ----------------- -----------------
<S>                                              <C>        <C>                    <C>   
Fixed Rate Mortgage Loans..............          441        $248,899,487           94.18%
COFI--11th District Weighted Average....          10           3,672,885            1.39
COFI--4th District Atlanta..............           1             179,639            0.07
FHLB--Advance Rate......................           1             377,380            0.14
LIBOR--1 Month..........................           4           2,816,342            1.07
Prime--Chase Manhattan Bank.............           1              82,338            0.03
Prime--Frost National Bank..............           1              33,986            0.01
Prime--Mercantile Safe Deposit & Trust,            2           3,945,619            1.49
MD.....................................
Prime--NationsBank......................           1              20,214            0.01
Prime--As Stated In Wall Street Journal.           3             291,152            0.11
Treasury--1 Year Weekly Average.........           2           1,059,061            0.40
Treasury--3 Year Weekly Average.........           6           1,182,245            0.45
Treasury--5 Year Weekly Average.........           2           1,706,272            0.65
                                               -----       --------------       --------
          Total.......................           475        $264,266,621          100.00%
                                                ====         ===========          ======
</TABLE>

                        Loans with Potential for Negative
                      Amortization in Mortgage Loan Group 4

                                                              Percentage of
                                                                Mortgage
                                                               Loan Group
                                              Aggregate       by Aggregate
                             Number of        Scheduled         Scheduled
                          Mortgage Loans  Principal Balance Principal Balance
                               As of            As of             As of
  Negative Amortization  September 1, 1996 September 1, 1996 September 1, 1996
- -----------------------  ----------------- ----------------- -----------------
No Negative                    462         $256,993,074            97.25%
Amortization............
Negative Amortization...        13            7,273,547             2.75
                               ---        --------------       ---------
          Total.........       475         $264,266,621           100.00%
                               ===          ===========           ======


<PAGE>

    Loans-to-Facilitate and Modified Mortgage Loans in Mortgage Loan Group 4

<TABLE>
<CAPTION>
                                                                                    Percentage of
                                                                                      Mortgage
                                                                                     Loan Group
                                                                    Aggregate       by Aggregate
                                                    Number of       Scheduled         Scheduled
                                                 Mortgage Loans Principal Balance Principal Balance
                                                      As of           As of             As of
Loans-to-Facilitate and Modified Mortgage Loans September 1, 1996 September 1, 1996 September 1, 1996
- ----------------------------------------------- ----------------- ----------------- -----------------
<S>                                                        <C>   <C>                     <C>   
Loans-to-Facilitate (Seller-Originated
  Loans)(1)...................................             196   $141,490,660.08         53.54%
Loans-to-Facilitate (Non-RTC)(2)..............              14      8,391,828.62          3.18
Affordable Housing Disposition Program
Modified Mortgage Loans(3)....................              76     61,997,324.56         23.46
Not Applicable................................             189     52,386,807.41         19.82
                                                           ---     -------------        ------
          Total...............................             475   $264,266,620.67        100.00%
                                                           ===    ==============        ======

- ----------
<FN>
(1) Loans originated by an RTC institution to facilitate the sale of REO.

(2) Loans originated by a non-RTC institution to facilitate the sale of REO.

(3) Loans which the Seller believed had  substantially  modified terms as of the
    Underlying  Cut-Off  Date due to  default,  reasonable  likelihood  of  default,
    workout or other credit related reasons.
</FN>
</TABLE>

<PAGE>

                                                                  Exhibit E
                                    Exhibit E


                            All Mortgage Loan Groups

                   Distribution of Original Principal Balances
                     of Mortgage Loans in the Mortgage Pool
<TABLE>
<CAPTION>

                                                                  Percentage of
                                                                  Mortgage Pool
                                                  Aggregate       by Aggregate
                                 Number of        Scheduled         Scheduled
                              Mortgage Loans  Principal Balance Principal Balance
                                   As of            As of             As of
 Original Principal Balances September 1, 1996 September 1, 1996 September 1, 1996
- ---------------------------- ----------------- ----------------- -----------------
<S>                                 <C>         <C>                    <C>  
 $    50,000 or less.......          51          $1,175,559             0.13%
 $    50,001 to $   100,000         197           9,370,272             1.07
 $   100,001 to $   200,000         295          32,474,263             3.69
 $   200,001 to $   400,000         471         115,171,865            13.10
 $   400,001 to $   600,000         255         109,719,256            12.48
 $   600,001 to $   800,000         104          63,717,584             7.25
 $   800,001 to $ 1,000,000          80          65,506,461             7.45
 $ 1,000,001 to $ 2,000,000         144         178,006,275            20.25
 $ 2,000,001 to $ 3,000,000          39          88,990,203            10.12
 $ 3,000,001 to $ 4,000,000          21          62,976,115             7.16
 $ 4,000,001 to $ 5,000,000          11          45,130,873             5.13
 $ 5,000,001 to $10,000,000          16          88,304,734            10.04
 $10,000,001 or more.......           2          18,602,843             2.12
                                  -----         -----------           ------
           Total...........       1,686        $879,146,305           100.00%
                                  =====         ===========           ======
</TABLE>

                 Average Original Principal Balance is $608,832.


      Distribution of Scheduled Principal Balances as of September 1, 1996
                     of Mortgage Loans in the Mortgage Pool

                                                                Percentage of
                                                                Mortgage Pool
                                                Aggregate       by Aggregate
                               Number of        Scheduled         Scheduled
          Scheduled         Mortgage Loans  Principal Balance Principal Balance
     Principal Balances          As of            As of             As of
   As of September 1, 1996 September 1, 1996 September 1, 1996 September 1, 1996
- -------------------------- ----------------- ----------------- -----------------
 $    50,000 or less.........         206          $5,734,506             0.65%
 $    50,001 to $   100,000..         193          14,078,825             1.60
 $   100,001 to $   200,000..         284          42,831,993             4.87
 $   200,001 to $   400,000..         397         114,581,010            13.03
 $   400,001 to $   600,000..         227         108,490,082            12.34
 $   600,001 to $   800,000..         109          75,140,267             8.55
 $   800,001 to $ 1,000,000..          70          62,955,816             7.16
 $ 1,000,001 to $ 2,000,000..         121         166,036,534            18.89
 $ 2,000,001 to $ 3,000,000..          37          90,952,209            10.35
 $ 3,000,001 to $ 4,000,000..          22          76,475,922             8.70
 $ 4,000,001 to $ 5,000,000..           9          40,444,242             4.60
 $ 5,000,001 to $10,000,000..          10          70,954,540             8.07
 $10,000,001 or more.........           1          10,470,360             1.19
                                    -----         -----------           ------
           Total.........           1,686        $879,146,305           100.00%
                                    =====         ===========           ======

                                                                            
Average Scheduled Principal Balance as of September 1, 1996 is $521,439.



<PAGE>

                        Original Terms to Stated Maturity
                     of Mortgage Loans in the Mortgage Pool

                                                       Percentage of
                                                       Mortgage Pool
                                       Aggregate       by Aggregate
                      Number of        Scheduled         Scheduled
 Original Number   Mortgage Loans  Principal Balance  Principal Balance
   of Years to          As of            As of             As of
Stated Maturity*  September 1, 1996 September 1, 1996 September 1, 1996
- ----------------  ----------------- ----------------- -----------------
5 years or less.         125         $99,650,057            11.33%
5+ to  7 years..         277         220,121,454            25.04
7+ to 10 years..         167         106,823,538            12.15
0+ to 15 years..         254         139,960,642            15.92
5+ to 20 years..          77          17,315,767             1.97
0+ to 30 years..         778         293,713,707            33.41
0 years or more.           8           1,561,141             0.18
                     -------        ------------          -------
         Total..       1,686        $879,146,305           100.00%
                       =====         ===========           ======

        Weighted Average Original Term to Stated Maturity is 15.7 years.

- ----------

* Without giving effect to any modification or extension of maturity date.


                      Remaining Terms to Stated Maturity of
                   Balloon Mortgage Loans in the Mortgage Pool

                                                               Percentage of
                                                                  Balloon
                                                              Mortgage Loans
                                                             in Mortgage Pool
                                                               by Aggregate
                                               Aggregate         Scheduled
                              Number of        Scheduled         Principal
                           Mortgage Loans  Principal Balance      Balance
    Years Remaining             As of            As of             As of
 As of September 1, 1996* September 1, 1996 September 1, 1996 September 1, 1996
- ------------------------- ----------------- ----------------- -----------------
  1 year or less.......           92        $ 73,307,998            15.47
  1+ to  2 years.......           71          56,924,573            12.01
  2+ to  3 years.......           71          66,345,464            14.00
  3+ to  4 years.......          210         156,183,843            32.95
  4+ to  5 years.......           52          44,932,910             9.48
  5+ to 10 years.......           48          34,717,708             7.33
 10+ to 15 years.......           36          38,085,344             8.04
 15+ to 20 years.......            3           1,577,097             0.33
 20+ to 30 years.......            3           1,867,879             0.39
                                 ---         -----------           ------
           Total.......          586        $473,942,817           100.00
                                 ===         ===========           ======

        Weighted Average Remaining Term to Stated Maturity is 3.7 years.

- ----------

* Based on the  Maturity  Date  Extension  Assumptions  For  Matured  Performing
Mortgage Loans described herein.


                      Remaining Terms to Stated Maturity of
              Fully Amortizing Mortgage Loans in the Mortgage Pool

                                                              Percentage of
                                                            Fully Amortizing
                                                             Mortgage Loans
                                                            in Mortgage Pool
                                              Aggregate       by Aggregate
                             Number of        Scheduled         Scheduled
                          Mortgage Loans  Principal Balance Principal Balance
   Years Remaining             As of            As of             As of
As of September 1, 1996* September 1, 1996 September 1, 1996 September 1, 1996
- ------------------------ ----------------- ----------------- -----------------
 1 year or less.......           15       $     180,467             0.04
 1+ to 2 years........           22             854,191             0.21
 3+ to 3 years........           18             622,310             0.15
 3+ to 4 years........           22             914,402             0.23
 4+ to 5 years........           29           2,533,838             0.63
 5+ to 10 years.......          160          15,874,936             3.92
10+ to 15 years.......           87          11,642,610             2.87
15+ to 20 years.......          227          72,533,320            17.90
20+ to 30 years.......          520         300,047,414            74.05
                              -----         -----------           ------
          Total.......        1,100        $405,203,489           100.00
                              =====        ============           ======

        Weighted Average Remaining Term to Stated Maturity is 21.4 years.

- ----------

* Based on the  Maturity  Date  Extension  Assumptions  For  Matured  Performing
Mortgage Loans described herein.


                           Seasoning of Mortgage Loans
                              in the Mortgage Pool

                                                               Percentage of
                                                               Mortgage Pool
                                               Aggregate       by Aggregate
                              Number of        Scheduled         Scheduled
                           Mortgage Loans  Principal Balance Principal Balance
       Seasoning                As of            As of             As of
As of September 1, 1996   September 1, 1996 September 1, 1996 September 1, 1996
- -----------------------   ----------------- ----------------- -----------------
2+ to 3 years...........         109        $115,585,352            13.15%
3+ to 4 years...........         251         202,587,623            23.04
4+ to 5 years...........         216         162,163,351            18.45
5+ to 6 years...........          69          36,766,749             4.18
6+ to 7 years...........         194          91,537,591            10.41
7+ to 8 years...........         176          89,060,048            10.13
8+ to 9 years...........         124          75,414,916             8.58
9+ to 10 years..........         110          40,123,627             4.56
Over 10 years...........         437          65,907,048             7.50
                               -----        ------------          -------
          Total.........       1,686        $879,146,305           100.00
                               =====         ===========           ======

                    Weighted Average Seasoning is 5.8 years.


                 Mortgage Interest Rates As of September 1, 1996
                     of Mortgage Loans in the Mortgage Pool

                                                              Percentage of
                                                                Mortgage
                                                               Loan Group
                                              Aggregate       by Aggregate
                             Number of        Scheduled         Scheduled
                          Mortgage Loans  Principal Balance Principal Balance
                               As of            As of             As of
 Mortgage Interest Rates September 1, 1996 September 1, 1996 September 1, 1996
- ------------------------ ----------------- ----------------- -----------------
Less than 4.00%........           1             $30,921             0.00%
   5.00% to 5.99%......           9           1,588,344             0.18
   6.00% to 6.99%......          23          45,276,530             5.15
   7.00% to 7.99%......         284         191,200,122            21.75
   8.00% to 8.99%......         601         310,587,519            35.33
   9.00% to 9.99%......         517         260,076,031            29.58
  10.00% to 10.99%.....         149          49,165,325             5.59
  11.00% to 11.99%.....          38           6,247,790             0.71
  12.00% to 12.99%.....          24           6,045,438             0.69
  13.00% to 13.99%.....          37           8,563,836             0.97
  14.00% to 14.99%.....           3             364,449             0.04
                            -------       -------------         --------
          Total........       1,686        $879,146,305           100.00%
                              =====         ===========           ======

                Weighted Average Mortgage Interest Rate is 8.52%.

<PAGE>

                       Loan-to-Value Ratios at Origination
                     of Mortgage Loans in the Mortgage Pool

                                                            Percentage of
                                                            Mortgage Pool
                                            Aggregate       by Aggregate
                           Number of        Scheduled         Scheduled
                        Mortgage Loans  Principal Balance Principal Balance
     Loan-to-Value           As of            As of             As of
Ratios at Origination* September 1, 1996 September 1, 1996 September 1, 1996
- ---------------------- ----------------- ----------------- -----------------
 50.00% or less.......        181         $67,667,834             7.70%
 50.01% to  60.00%....        246         128,738,810            14.64
 60.01% to  70.00%....        416         231,530,042            26.34
 70.01% to  80.00%....        565         279,110,869            31.75
 80.01% to  90.00%....         93          61,790,461             7.03
 90.01% to 100.00%....         58          41,177,849             4.68
100.01% or more.......         29          31,074,812             3.53
Unknown...............         98          38,055,628             4.33
                          -------         -----------         --------
          Total.......      1,686        $879,146,305           100.00%
                            =====         ===========           ======

        Weighted Average Loan-to-Value Ratio at Origination is 70.27%.**

- ----------

* In connection with the Underlying Transaction,  in certain cases,  information
as to the value of the Mortgaged Property was not available in the files for the
applicable Mortgage Loan. In such cases, efforts were made by the RTC to collect
such information from other sources.

** Excludes Mortgage Loans with unknown Loan-to-Value Ratios.



<PAGE>

         Range of Ratios of Current Loan Balance-to-Original Value#
                  As of September 1, 1996 in the Mortgage Pool
<TABLE>
<CAPTION>

                                                                Percentage of
                                                                Mortgage Pool
                                                Aggregate       by Aggregate
                                Number of       Scheduled         Scheduled
                             Mortgage Loans Principal Balance  Principal Balance
  Ratios of Current Loan          As of           As of             As of
Balance-to-Original Value*  September 1, 1996 September 1, 1996 September 1, 1996
- --------------------------- ----------------- ----------------- -----------------
<S>                                <C>       <C>                     <C>   
 50.00% or less...........         514       $141,727,553            16.12%
 50.01% to  60.00%........         336        185,127,992            21.06
 60.01% to  70.00%........         395        250,666,003            28.51
 70.01% to  80.00%........         175        135,985,727            15.47
 80.01% to  90.00%........          59         42,733,034             4.86
 90.01% to 100.00%........          23         38,811,670             4.41
100.01% or more...........          21         26,230,720             2.98
Unknown...................         163          57,863,606            6.58
                              --------      --------------       ---------
          Total...........       1,686       $879,146,305           100.00%
                                 =====        ===========           ======

   Weighted Average Current Loan Balance-to-Original Value Ratio is 63.72%.**

- ----------
<FN>
#    The ratio of  Current  Loan  Balance-to-Original  Value was  calculated  by
     multiplying  the  ratio of  Original  Loan  Balance-to-Original  Value by a
     fraction, the numerator of which is the current principal balance as of the
     Cut-Off  Date and the  denominator  of which is the balance of the Mortgage
     Loan as of its origination.

*    In  connection   with  the  Underlying   Transaction,   in  certain  cases,
     information as to the value of the Mortgaged  Property was not available in
     the files for the  applicable  Mortgage  Loan. In such cases,  efforts were
     made by the RTC to collect such information from other sources.

**   Excludes Mortgage Loans with unknown Current Loan Balance-to-Original Value
     Ratios.
</FN>
</TABLE>

                        Lien Positions of Mortgage Loans
                              in the Mortgage Pool

                                                     Percentage of
                                                     Mortgage Pool
                                     Aggregate       by Aggregate
                    Number of        Scheduled         Scheduled
                 Mortgage Loans  Principal Balance  Principal Balance
                      As of            As of             As of
Lien Position*  September 1, 1996 September 1, 1996 September 1, 1996
- --------------------------------- ----------------- ------------------
First lien**..       1,612        $857,986,153            97.59%
Second lien...          67          19,040,627             2.17
Third lien....           3           1,972,568             0.22
Not Available.           4             146,957             0.02
                   -------       -------------         --------
    Total.....       1,686        $879,146,305           100.00%
                     =====         ===========           ======

- ----------

* In certain cases, a title insurance policy or attorney's title opinion was not
contained in the applicable Mortgage Loan file. In such cases, efforts were made
by the RTC to  determine  the lien  position  of such  Mortgage  Loan from other
sources in the Mortgage Loan file or elsewhere.

** Includes  second and third liens with  respect to which all senior  liens are
included in the Mortgage Pool.



<PAGE>

                                  Property Type
                  of Mortgaged Properties in the Mortgage Pool

<TABLE>
<CAPTION>
                                                                 Percentage of
                                                                 Mortgage Pool
                                                 Aggregate       by Aggregate
                                Number of        Scheduled         Scheduled
                             Mortgage Loans  Principal Balance Principal Balance
          Type of                 As of            As of             As of
   Mortgaged Properties     September 1, 1996 September 1, 1996 September 1, 1996
- --------------------------  ----------------- ----------------- -----------------
<S>                                 <C>        <C>                     <C>  
Hospitality...............          39         $61,127,121             6.95%
Industrial/Warehouse......         125          56,135,616             6.39
Mobile Home Park..........           8           2,744,509             0.31
Multifamily...............         808         447,854,772            50.94
Nursing Home..............           4           3,243,314             0.37
Office....................         306         117,000,352            13.31
Retail....................         254         135,136,678            15.37
Other.....................         142          55,903,943             6.36
                                 -----        ------------           ------
          Total...........       1,686        $879,146,305           100.00%
                                 =====         ===========           ======
</TABLE>


                             Geographic Distribution
                  of Mortgaged Properties in the Mortgage Pool

                                                          Percentage of
                                                          Mortgage Pool
                                          Aggregate       by Aggregate
                         Number of        Scheduled         Scheduled
                      Mortgage Loans  Principal Balance  Principal Balance
                           As of            As of             As of
      Location       September 1, 1996 September 1, 1996 September 1, 1996
- -------------------  ----------------- ----------------- -----------------
Alabama............           8          $1,222,364             0.14%
Arkansas...........           1              16,922             0.00
Arizona............          10           7,190,104             0.82
California.........         798         445,731,377            50.70
Colorado...........          20           8,976,861             1.02
Connecticut........          10             901,687             0.10
Washington DC......           2           2,165,198             0.25
Delaware...........           7           5,718,432             0.65
Florida............          85          60,289,395             6.86
Georgia............          19          10,097,104             1.15
Illinois...........          10           3,351,926             0.38
Indiana............           1           2,321,639             0.26
Kansas.............           6           1,776,816             0.20
Kentucky...........           1             191,180             0.02
Louisiana..........          38           9,870,773             1.12
Massachusetts......           2              47,799             0.01
Maryland...........          73          43,937,307             5.00
Michigan...........           1             219,456             0.02
Minnesota..........           1             166,460             0.02
Missouri...........           7           5,887,613             0.67
Mississippi........           7           2,545,578             0.29
North Carolina.....          12          12,912,237             1.47
Nebraska...........           1              38,738             0.00
New Jersey.........          25          15,507,756             1.76
New Mexico.........           7           3,139,619             0.36
Nevada.............           1             950,991             0.11
New York...........          21          12,980,452             1.48
Ohio...............          35           5,666,643             0.64
Oklahoma...........           9           3,440,930             0.39
Oregon.............           6           4,770,989             0.54
Pennsylvania.......           8           1,182,070             0.13
Rhode Island.......           2             181,395             0.02
South Carolina.....           2           1,053,075             0.12
South Dakota.......           1           2,274,581             0.26
Tennessee..........           5           3,051,170             0.35
Texas..............         244         135,666,003            15.43
Utah...............           3             543,569             0.06
Virginia...........         190          54,981,863             6.25
Washington.........           3           6,901,503             0.79
Wisconsin..........           1           1,151,140             0.13
West Virginia......           2              39,558             0.00
Wyoming............           1              86,034             0.01
                       --------       -------------         --------
          Total....       1,686        $879,146,305           100.00%
                          =====         ===========           ======




<PAGE>

                        County Concentrations (Over 10%)
                     of Mortgage Loans in the Mortgage Pool
<TABLE>
<CAPTION>

                                                                              Percentage of
                                                                              Mortgage Pool
                                                              Aggregate       by Aggregate
                                              Number of       Scheduled         Scheduled
                                           Mortgage Loans Principal Balance Principal Balance
                                                As of           As of             As of
          County Concentration            September 1, 1996 September 1, 1996 September 1, 1996
- ----------------------------------------  ----------------- ----------------- -----------------
<S>                                            <C>         <C>                   <C>   
Los Angeles County......................         518       $269,813,687          30.69%
All Other Counties......................       1,168        609,332,618          69.31
                                               -----        -----------          -----
         Total..........................       1,686       $879,146,305         100.00%
                                               =====        ===========         ======
</TABLE>


                Monthly Payments Delinquent as of October 1, 1996
                     of Mortgage Loans in the Mortgage Pool*
<TABLE>
<CAPTION>
                                                                      Percentage of
                                                                      Mortgage Pool
                                                      Aggregate       by Aggregate
                                     Number of        Scheduled         Scheduled
                                  Mortgage Loans  Principal Balance Principal Balance
                                       As of            As of             As of
   Monthly Payments Delinquent    October 1, 1996  October 1, 1996   October 1, 1996
- -------------------------------- ---------------- ----------------- ----------------
<S>                                   <C>          <C>                     <C>   
Current.........................      1,547        $791,538,063            90.60%
30-59 days......................         13           2,999,179             0.34
60-89 days......................         17          11,186,213             1.28
90+ days........................         85          58,601,781             6.70
Foreclosure.....................          4           2,403,566             0.28
REO.............................          6           6,958,731             0.80
                                    -------       -------------         --------
         Total..................      1,672        $873,687,532           100.00%
                                      =====         ===========           ======

- ----------
<FN>
* The information in this table is based on information obtained from the Underlying
Trustee's October Report.  As a result, the aggregate Scheduled Principal Balance
differs from other tables in this Exhibit, which have been derived from information
provided by the Master Servicer as of September 1, 1996.
</FN>
</TABLE>



<PAGE>

     Delinquency History for the Past Twelve Months as of September 1, 1996
                     of Mortgage Loans in the Mortgage Pool

<TABLE>
<CAPTION>
                                                                                          Percentage of
                                                                                          Mortgage Pool
                                                                          Aggregate       by Aggregate
                                                         Number of        Scheduled         Scheduled
                                                      Mortgage Loans  Principal Balance Principal Balance
                                                           As of            As of             As of
                Delinquency History*                 September 1, 1996 September 1, 1996 September 1, 1996
 -------------------------------------------------   ----------------- ----------------- -----------------
<S>                                                       <C>          <C>                     <C>   
 No 30 Day or Greater Delinquency in last 12 months       1,494        $754,029,011.95         85.77%
 One Payment Delinquent (30-59 days) in last 12
 months
   1 time 30-day delinquent in last 12 months.....           32           9,340,831.74          1.06
   2 times 30-day delinquent in last 12 months....            8           1,616,448.19          0.18
   More than 2 times 30-day delinquent in last 12
     months.......................................           10           5,855,936.46          0.67
 Two Payments Delinquent (60-89 days) in last 12
   months
   1 time 60-day delinquent in last 12 months.....           18           6,592,838.96          0.75
   2 times 60-day delinquent in last 12 months....            2             573,017.10          0.07
   More than 2 times 60-day delinquent in last 12
     months.......................................            6          10,986,038.06          1.25
 Three or more Payments Delinquent (90 days+) in
 last
   12 months
   1 time 90-day delinquent in last 12 months.....            9           4,245,767.29          0.48
   2 times 90-day delinquent in last 12 months....            5           2,497,715.92          0.28
   More than 2 times 90-day delinquent in last 12
     months.......................................          102          83,408,699.43          9.49
                                                          -----         --------------        ------
          Total...................................        1,686        $879,146,305.10        100.00%
                                                          =====         ==============        ======

- ----------
<FN>
 * The  delinquency  history  was  calculated  by  the  Depositor  based  on the
Paid-to-Dates provided by the Master Servicer.
</FN>
</TABLE>


                 Margins of Mortgage Loans in the Mortgage Pool

                                                                Percentage of
                                                                Mortgage Pool
                                                Aggregate       by Aggregate
                               Number of        Scheduled         Scheduled
                            Mortgage Loans  Principal Balance Principal Balance
                                 As of            As of             As of
          Margins          September 1, 1996 September 1, 1996 September 1, 1996
- -------------------------  ----------------- ----------------- -----------------
Fixed Rate Mortgage Loans         631        $351,356,544            39.97%
Less than Zero...........           3             174,736             0.02
No Stated Margin.........          12           1,994,724             0.23
0.01% to 0.99%...........          10           1,585,755             0.18
1.00% to 1.99%...........          35          21,090,869             2.40
2.00% to 2.99%...........         645         396,835,108            45.14
3.00% to 3.99%...........         313          99,463,052            11.31
4.00% or more............          37           6,645,517             0.76
                              -------       -------------         --------
          Total..........       1,686        $879,146,305           100.00%
                                =====         ===========           ======

                       Weighted Average Margin is 2.65%.*
- ----------

* Excludes Fixed Rate Mortgage Loans.

<PAGE>

              Maximum Rates of Mortgage Loans in the Mortgage Pool

                                                                Percentage of
                                                                Mortgage Pool
                                                Aggregate       by Aggregate
                               Number of        Scheduled         Scheduled
                            Mortgage Loans  Principal Balance Principal Balance
                                 As of            As of             As of
       Maximum Rates       September 1, 1996 September 1, 1996 September 1, 1996
- -------------------------  ----------------- ----------------- -----------------
Fixed Rate Mortgage Loans         631        $351,356,544            39.97%
No Maximum Rate..........         175          74,667,523             8.49
Less than 11.99%.........           5           1,797,605             0.20
12.00% to 12.99%.........          43          20,505,029             2.33
13.00% to 13.99%.........          38          41,289,500             4.70
14.00% to 14.99%.........         460         285,819,938            32.51
15.00% to 15.99%.........         114          41,947,216             4.77
16.00% to 16.99%.........          99          29,245,970             3.33
17.00% to 17.99%.........          81          22,956,377             2.61
18.00% to 18.99%.........          34           8,494,256             0.97
19.00% to 19.99%.........           6           1,066,349             0.12
                              -------       -------------         --------
          Total..........       1,686        $879,146,305           100.00%
                                =====         ===========           ======

                    Weighted Average Maximum Rate is 14.71%.*

- ----------

* Excludes ARMs with no Maximum Rate and Fixed Rate Mortgage Loans.


           Floor Interest Rates of Mortgage Loans in the Mortgage Pool

                                                                Percentage of
                                                                Mortgage Pool
                                                Aggregate       by Aggregate
                               Number of        Scheduled         Scheduled
                            Mortgage Loans  Principal Balance Principal Balance
                                 As of            As of             As of
   Floor Interest Rates    September 1, 1996 September 1, 1996 September 1, 1996
- -------------------------  ----------------- ----------------- -----------------
Fixed Rate Mortgage Loans         631        $351,356,544            39.97%
No Minimum Rate..........         371         128,110,754            14.57
Less than 6.00%..........         114          80,877,574             9.20
 6.00% to  6.99%.........          85          56,497,359             6.43
 7.00% to  7.99%.........         139          73,907,180             8.41
 8.00% to  8.99%.........         203         118,217,232            13.45
 9.00% to  9.99%.........         124          64,108,360             7.29
10.00% to 10.99%.........          14           5,415,744             0.62
11.00% to 11.99%.........           4             516,578             0.06
13.00% to 13.99%.........           1             138,980             0.02
                              -------       -------------        ---------
          Total..........       1,686        $879,146,305           100.00%
                                              ===========           ======

                 Weighted Average Floor Interest Rate is 7.44%.*
- ----------

* Excludes ARMs with no Floor Interest Rate and Fixed Rate Mortgage Loans.


                          Periodic Rate Adjustment Caps
                     of Mortgage Loans in the Mortgage Pool

                                                                Percentage of
                                                                Mortgage Pool
                                                Aggregate       by Aggregate
                               Number of        Scheduled         Scheduled
                            Mortgage Loans  Principal Balance Principal Balance
       Periodic Rate             As of            As of             As of
      Adjustment Caps      September 1, 1996 September 1, 1996 September 1, 1996
- -------------------------  ----------------- ----------------- ----------------
Fixed Rate Mortgage Loans.        631        $351,356,544            39.97%
No Periodic Adjustment            700         410,111,643            46.65
Cap.......................
Less than 1.00%...........         13           2,055,803             0.23
1.00% to 1.99%............        156          67,777,939             7.71
2.00% to 2.99%............        154          38,306,598             4.36
3.00% to 3.99%............          9           1,435,555             0.16
4.00% or more.............         23           8,102,222             0.92
                              -------       --------------       ---------
          Total...........      1,686        $879,146,305           100.00%
                                =====         ===========           ======


                          Interest Adjustment Frequency
                     of Mortgage Loans in the Mortgage Pool

                                                                Percentage of
                                                                Mortgage Pool
                                                Aggregate       by Aggregate
                               Number of        Scheduled         Scheduled
                            Mortgage Loans  Principal Balance Principal Balance
         Interest                As of            As of             As of
   Adjustment Frequency    September 1, 1996 September 1, 1996 September 1, 1996
- -------------------------  ----------------- ----------------- -----------------
Fixed Rate Mortgage Loans         631        $351,356,544            39.97%
Monthly..................         511         327,436,231            37.24
Quarterly................           8           1,761,573             0.20
Semi-Annually............         192          71,135,203             8.09
Annually.................         215          75,497,458             8.59
Two Years................           5           1,495,158             0.17
Three Years..............          86          27,694,822             3.15
Five Years...............          10          12,961,690             1.47
Adjusts with Index.......          28           9,807,626             1.12
                             --------       --------------       ---------
          Total..........       1,686        $879,146,305           100.00%
                                =====         ===========           ======


                          Payment Adjustment Frequency
                     of Mortgage Loans in the Mortgage Pool

<TABLE>
<CAPTION>
                                                                   Percentage of
                                                                   Mortgage Pool
                                                   Aggregate       by Aggregate
                                  Number of        Scheduled         Scheduled
                               Mortgage Loans  Principal Balance Principal Balance
           Payment                  As of            As of             As of
    Adjustment Frequency      September 1, 1996 September 1, 1996 September 1, 1996
 -------------------------    ----------------- ----------------- -----------------
<S>                                  <C>        <C>                     <C>   
 Fixed Rate Mortgage Loans..         631        $351,356,544            39.97%
 Monthly....................           6           1,591,260             0.18
 Quarterly..................           1           1,449,108             0.16
 Semi-Annually..............         187          68,695,203             7.81
 Annually...................         725         408,950,791            46.52
 Two Years..................           5           1,495,158             0.17
 Three Years................          86          27,694,822             3.15
 Five Years.................          18          13,443,331             1.53
 Fixed Payment..............           8             813,455             0.09
 Adjusts with Index.........          19           3,656,633             0.42
                                --------       --------------       ---------
           Total............       1,686        $879,146,305           100.00%
                                   =====         ===========           ======
</TABLE>

<PAGE>


                                    Indexes
                     of Mortgage Loans in the Mortgage Pool

<TABLE>
<CAPTION>
                                                                                 Percentage of
                                                                                  Mortgage Pool
                                                                  Aggregate       by Aggregate
                                                 Number of        Scheduled         Scheduled
                                              Mortgage Loans  Principal Balance Principal Balance
                                                   As of            As of             As of
                   Indexes                   September 1, 1996 September 1, 1996 September 1, 1996
- -------------------------------------------- ----------------- ----------------- -----------------
<S>                                                  <C>        <C>                     <C>   
Fixed Rate Mortgage Loans...................         631        $351,356,544            39.97%
COFI--5th District...........................          2             125,331             0.01
COFI--11th District Weighted Average.........        403         240,913,769            27.40
COFI--4th District...........................          2             204,147             0.02
COFI--9th District...........................          1              24,829             0.00
COFI--Weighted Avg. for CA Members of SF              20           5,743,706             0.65
FHLB
FHLB--Advance Rate, Dallas...................          1             758,593             0.09
FHLB--3 Year Advance Rate (Pittsburgh).......          1             907,164             0.10
FHLB--3 Year borrowing rate..................          1             229,634             0.03
FHLB--5 Year Advance Rate (Atlanta)..........          1           5,512,964             0.63
FHLB--Advance Rate...........................         18           1,837,573             0.21
FHLB--Contract Rate..........................          1              42,833             0.00
FHLB--National Average of Lenders
      (Previously Owned Homes)..............         24           2,080,560             0.24
FHLMC--30 Year Mtg. Commitment...............          1             174,312             0.02
LIBOR--1 Month...............................        240         151,696,781            17.26
LIBOR--1 Year................................         19          13,110,026             1.49
LIBOR--6 Month...............................         39          20,726,442             2.36
Prime--Bank One of Dallas....................          1              16,305             0.00
Prime--Chemical Bank of New York.............          1              68,371             0.01
Prime--Chase Manhattan Bank..................          7           1,166,409             0.13
Prime--Citibank..............................          4           2,244,943             0.26
Prime--Frost National Bank...................          2             145,917             0.02
Prime--Mercantile Safe Deposit & Trust, MD...          3           7,907,809             0.90
Prime--Nations Bank..........................          1              20,214             0.00
Prime--As Stated In Wall Street Journal......         29           5,649,245             0.64
Treasury--1 Year T-Bill 6 Month average......          6           1,634,363             0.19
Treasury--1 Year Treasury Auction Yield......          1              75,282             0.01
Treasury--1 Year Monthly Average.............          3           2,426,482             0.28
Treasury--1 Year Weekly Average..............        123          31,400,864             3.57
Treasury--2 Year Note CMT....................          2           1,385,374             0.16
Treasury--26 week T-Bill Weekly Average......          5             534,061             0.06
Treasury--3 Year Weekly Average..............         73          21,472,764             2.44
Treasury--5 Year Bond Rate...................          1             418,517             0.05
Treasury--5 Year Weekly Average..............          9           6,328,164             0.72
Treasury--6 Month Monthly Average............          2             349,725             0.04
Treasury--91 Day T-Bill......................          8             456,285             0.05
                                                 -------       -------------         --------
          Total.............................      1,686        $879,146,305           100.00%
                                                  =====         ===========           ======
</TABLE>


                        Loans with Potential for Negative
                        Amortization in the Mortgage Pool

                                                              Percentage of
                                                              Mortgage Pool
                                              Aggregate       by Aggregate
                             Number of        Scheduled         Scheduled
                          Mortgage Loans  Principal Balance Principal Balance
                               As of            As of             As of
  Negative Amortization  September 1, 1996 September 1, 1996 September 1, 1996
- -----------------------  ----------------- ----------------- -----------------
No Negative                   1,147        $533,905,428            60.73%
Amortization............
Negative Amortization...        539         345,240,877            39.27
                              -----         -----------          -------
          Total.........      1,686        $879,146,305           100.00%
                              =====         ===========           ======



<PAGE>

      Loans-to-Facilitate and Modified Mortgage Loans in the Mortgage Pool

<TABLE>
<CAPTION>
                                                                                    Percentage of
                                                                                    Mortgage Pool
                                                                    Aggregate       by Aggregate
                                                    Number of       Scheduled         Scheduled
                                                 Mortgage Loans  Principal Balance Principal Balance
                                                      As of           As of             As of
Loans-to-Facilitate and Modified Mortgage Loans September 1, 1996 September 1, 1996 September 1, 1996
- ----------------------------------------------- ----------------- ----------------- ------------------
<S>                                                  <C>         <C>                    <C>  
Loans-to-Facilitate (Seller--Originated
  Loans)(1)...................................         282      $218,200,664.64         24.82%
Loans-to-Facilitate (Non-RTC)(2)..............          47        33,425,093.85          3.80
Modified Mortgage Loans(3)....................         173       119,701,673.09         13.62
Not Applicable................................       1,184       507,818,873.52         57.76
                                                     -----       --------------        ------
          Total...............................       1,686      $879,146,305.10        100.00%
                                                     =====       ==============        ======

- ----------
<FN>
(1) Loans originated by an RTC institution to facilitate the sale of REO.

(2) Loans originated by a non-RTC institution to facilitate the sale of REO.

(3) Loans which the Seller believed had  substantially  modified terms as of the
Underlying  Cut-Off  Date due to  default,  reasonable  likelihood  of  default,
workout or other credit related reasons.
</FN>
</TABLE>

<PAGE>

                                                                   Exhibit F


                      Mortgage Loans in Southern California

                            Distribution of Mortgage
                       Loan Groups in Southern California

                                Multifamily
                                -----------
                                                           Percentage of
                                                           Southern
                                                           California
                                                           Multifamily by
                                       Aggregate           Aggregate
                        Number of      Scheduled           Scheduled
                        Mortgage       Principal           Principal
                        Loans as of    Balance as of       Balance as of
                        September 1,   September 1,        September 1,
                        1996           1996                1996
                        ----           ----                ----

Mortgage Loan Group
  1.................        253         $139,748,074          49.49%
Mortgage Loan Group
  2.................        223          121,676,208          43.09
Mortgage Loan Group
  3.................         33           19,393,181           6.87
Mortgage Loan Group
  4.................          7            1,585,439           0.56
                            ---         ------------         ------
         Total......        516         $282,402,902         100.00%
                            ===         ============         ====== 



                      Mortgage Loans in Southern California

                            Distribution of Mortgage
                       Loan Groups in Southern California

                                   Commercial
                                   ----------
                                                           Percentage of
                                                           Southern
                                                           California
                                                           Commercial by
                                          Aggregate        Aggregate
                           Number of      Scheduled        Scheduled
                           Mortgage       Principal        Principal
                           Loans as of    Balance as of    Balance as of
                           September 1,   September 1,     September 1,
                           1996           1996             1996
                           ----           ----             ----
Mortgage Loan Group
  1.................           0                 $0          0.00%
Mortgage Loan Group
  2.................           0                  0          0.00
Mortgage Loan Group
  3.................         161         88,671,216         94.17
Mortgage Loan Group
  4.................          20          5,486,776          5.83
                             ---        -----------        ------
         Total......         181        $94,157,992        100.00%
                             ===        ===========        ====== 

<PAGE>


                      Mortgage Loans in Southern California

                            Distribution of Mortgage
                       Loan Groups in Southern California

                                      Total
                                      -----

                                                             Percentage of
                                                             Total Southern
                                                             California by
                                          Aggregate          Aggregate
                        Number of         Scheduled          Scheduled
                        Mortgage          Principal          Principal
                        Loans as of       Balance as of      Balance as of
                        September 1,      September 1,       September 1,
Mortgage Loan Group     1996              1996               1996
- -------------------     ----              ----               ----

  1.................    253            $139,748,074           37.11%
Mortgage Loan Group 
  2.................    223             121,676,208           32.31
Mortgage Loan Group
  3.................    194             108,064,397           28.70
Mortgage Loan Group
  4.................     27               7,072,215            1.88
                        ---            ------------          ------

         Total......    697            $376,560,894          100.00%
                        ===            ============          ====== 



                              County Concentrations
                    of Mortgage Loans in Southern California

                                   Multifamily
                                   -----------
                                                              Percentage of
                                                              Southern
                                                              California
                                                              Multifamily by
                                             Aggregate        Aggregate
                             Number of       Scheduled        Scheduled
                             Mortgage        Principal        Principal
                             Loans as of     Balance as of    Balance as of
                             September 1,    September 1,     September 1,
  County Concentration       1996            1996             1996
  --------------------       ----            ----             ----

Kern.................           2             $209,110           0.07%
Los Angeles..........         401          204,983,407          72.59
Orange...............          36           29,936,471          10.60
Riverside............           6            2,060,899           0.73
San Bernardino.......          10           10,891,448           3.86
San Diego............          43           25,536,935           9.04
San Luis Obispo......           1              230,011           0.08
Santa Barbara........          12            5,907,318           2.09
Tulare...............           0                    0           0.00
Ventura..............           5            2,647,302           0.94
                              ---         ------------         ------
         Total.......         516         $282,402,902         100.00%
                              ===         ============         ====== 

<PAGE>
                              County Concentrations
                    of Mortgage Loans in Southern California

                                   Commercial
                                   ----------
                                                              Percentage of
                                                              Southern
                                                              California
                                                              Commercial by
                                            Aggregate         Aggregate
                           Number of        Scheduled         Scheduled
                           Mortgage         Principal         Principal
                           Loans as of      Balance as of     Balance as of
                           September 1,     September 1,      September 1,
 County Concentration      1996             1996              1996
 --------------------      ----             ----              ----

Kern.................            2           $163,680            0.17%
Los Angeles..........          117         64,830,280           68.85
Orange...............           27         12,054,002           12.80
Riverside............            3          1,142,690            1.21
San Bernardino.......            8          7,514,407            7.98
San Diego............           14          4,598,307            4.88
San Luis Obispo......            0                  0            0.00
Santa Barbara........            5          2,186,522            2.32
Tulare...............            1             43,731            0.05
Ventura..............            4          1,624,373            1.73
                               ---         ----------          ------
         Total.......          181        $94,157,992          100.00%
                               ===        ===========          =======



                              County Concentrations
                    of Mortgage Loans in Southern California

                                      Total
                                      -----

                                                           Percentage of
                                                           Total Southern
                                                           California by
                                         Aggregate         Aggregate
                           Number of     Scheduled         Scheduled
                           Mortgage      Principal         Principal
                           Loans as of   Balance as of     Balance as of
                           September 1,  September 1,      September 1,
County Concentration       1996          1996              1996
- --------------------       ----          ----              ----

Kern.................          4            $372,790            0.10%
Los Angeles..........        518         269,813,687           71.65
Orange...............         63          41,990,473           11.15
Riverside............          9           3,203,589            0.85
San Bernardino.......         18          18,405,855            4.89
San Diego............         57          30,135,243            8.00
San Luis Obispo......          1             230,011            0.06
Santa Barbara........         17           8,093,840            2.15
Tulare...............          1              43,731            0.01
Ventura..............          9           4,271,675            1.13
                             ---           ---------            ----
         Total.......        697        $376,560,894          100.00%
                             ===        ============          ====== 
<PAGE>
                        Zip Code (Over 2%) Concentrations
                    of Mortgage Loans in Southern California

                                   Multifamily
                                   -----------
                                                        Percentage of
                                                        Southern
                                                        California
                                                        Multifamily by
                                        Aggregate       Aggregate
                        Number of       Scheduled       Scheduled
                        Mortgage        Principal       Principal
                        Loans as of     Balance as of   Balance as of
                        September 1,    September 1,    September 1,
   Zip Code             1996            1996            1996
   --------             ----            ----            ----

90706 Bellflower...          9          $13,518,790        4.79%
90028 Los Angeles..          8           10,587,765        3.75
90068 Los Angeles..          2              523,585        0.19
90027 Los Angeles..         13            9,065,662        3.21
90006 Los Angeles..         11            3,843,812        1.36
All Other Zip Codes        473          244,863,289       86.71
                           ---          -----------       -----
         Total.....        516         $282,402,902      100.00%
                           ===         ============      ====== 






                        Zip Code (Over 2%) Concentrations
                    of Mortgage Loans in Southern California

                                   Commercial
                                   ----------
                                                         Percentage of
                                                         Southern
                                                         California
                                                         Commercial by
                                      Aggregate          Aggregate
                        Number of     Scheduled          Scheduled
                        Mortgage      Principal          Principal
                        Loans as of   Balance as of      Balance as of
                        September 1,  September 1,       September 1,
    Zip Code            1996          1996               1996
    --------            ----          ----               ----

90706 Bellflower...           0                 $0            0.00%
90028 Los Angeles..           1            616,484            0.65
90068 Los Angeles..           1         10,470,360           11.12
90027 Los Angeles..           1            213,121            0.23
90006 Los Angeles..           2          3,892,465            4.13
All Other Zip Codes         176         78,965,561           83.86
                            ---         ----------           -----

         Total.....         181        $94,157,992          100.00%
                            ===        ===========          ====== 
<PAGE>
                        Zip Code (Over 2%) Concentrations
                    of Mortgage Loans in Southern California

                                      Total
                                      -----

                                                        Percentage of
                                                        Total Southern
                                                        California by
                                      Aggregate         Aggregate
                        Number of     Scheduled         Scheduled
                        Mortgage      Principal         Principal
                        Loans as of   Balance as of     Balance as of
                        September 1,  September 1,      September 1,
     Zip Code           1996          1996              1996
     --------           ----          ----              ----

90706 Bellflower...           9         $13,518,790            3.59%
90028 Los Angeles..           9          11,204,249            2.98
90068 Los Angeles..           3          10,993,945            2.92
90027 Los Angeles..          14           9,278,783            2.46
90006 Los Angeles..          13           7,736,276            2.05
All Other Zip Codes         649         323,828,850           86.00
                            ---         -----------           -----
         
         Total.....         697        $376,560,894          100.00%
                            ===        ============          ====== 





                   Distribution of Original Principal Balances
                    of Mortgage Loans in Southern California

                                   Multifamily
                                   -----------
                                                                 Percentage
                                                                 of Southern
                                                                 California
                                                                 Multifamily
                                                 Aggregate       by Aggregate
                                   Number of     Scheduled       Scheduled
                                   Mortgage      Principal       Principal
                                   Loans as of   Balance as of   Balance as
                                   September     September 1,    of September
  Original Principal Balances      1, 1996       1996            1, 1996
  ---------------------------      -------       ----            -------

$    50,000 or less............          2             $46,135         0.02%
$    50,001 to $   100,000.....         15             700,394         0.25
$   100,001 to $   200,000.....         42           5,313,743         1.88
$   200,001 to $   400,000.....        205          56,691,766        20.07
$   400,001 to $   600,000.....        119          53,907,923        19.09
$   600,001 to $   800,000.....         46          29,497,416        10.45
$   800,001 to $ 1,000,000.....         27          22,769,841         8.06
$ 1,000,001 to $ 2,000,000.....         41          52,461,605        18.58
$ 2,000,001 to $ 3,000,000.....         10          24,702,973         8.75
$ 3,000,001 to $ 4,000,000.....          4          10,999,931         3.90
$ 4,000,001 to $ 5,000,000.....          1           4,597,783         1.63
$ 5,000,001 to $10,000,000.....          4          20,713,393         7.33
$10,000,001 or more............          0                   0         0.00
                                       ---        ------------       ------

         Total.................        516        $282,402,902       100.00%
                                       ===        ============       ====== 
Average Original Principal
Balance is.....................                   $599,628

<PAGE>
                   Distribution of Original Principal Balances
                    of Mortgage Loans in Southern California

                                   Commercial
                                   ----------
                                                                 Percentage
                                                                 of Southern
                                                                 California
                                                                 Multifamily
                                                 Aggregate       by Aggregate
                                   Number of     Scheduled       Scheduled
                                   Mortgage      Principal       Principal
                                   Loans as of   Balance as of   Balance as
                                   September     September 1,    of September
  Original Principal Balances      1, 1996       1996            1, 1996
  ---------------------------      -------       ----            -------

$    50,000 or less............        1            $19,455        0.02%
$    50,001 to $   100,000.....       10            579,835        0.62
$   100,001 to $   200,000.....       32          4,176,504        4.44
$   200,001 to $   400,000.....       47         10,597,717       11.26
$   400,001 to $   600,000.....       41         18,050,761       19.17
$   600,001 to $   800,000.....       14          8,380,781        8.90
$   800,001 to $ 1,000,000.....       14         11,497,391       12.21
$ 1,000,001 to $ 2,000,000.....       17         17,012,031       18.07
$ 2,000,001 to $ 3,000,000.....        0                  0        0.00
$ 3,000,001 to $ 4,000,000.....        1          1,435,431        1.52
$ 4,000,001 to $ 5,000,000.....        3         11,937,724       12.68
$ 5,000,001 to $10,000,000.....        0                  0        0.00
$10,000,001 or more............        1         10,470,360       11.12
                                     ---        -----------      ------
         Total.................      181        $94,157,992      100.00%
                                     ===        ===========      ====== 

Average Original Principal
Balance is.....................                 $623,289

<PAGE>
                   Distribution of Original Principal Balances
                    of Mortgage Loans in Southern California

                                      Total
                                      -----


                                                                 Percentage
                                                                 of Southern
                                                                 California
                                                                 Multifamily
                                                 Aggregate       by Aggregate
                                   Number of     Scheduled       Scheduled
                                   Mortgage      Principal       Principal
                                   Loans as of   Balance as of   Balance as
                                   September     September 1,    of September
  Original Principal Balances      1, 1996       1996            1, 1996
  ---------------------------      -------       ----            -------

$    50,000 or less............         3          $65,590        0.02%
$    50,001 to $   100,000.....        25        1,280,229        0.34
$   100,001 to $   200,000.....        74        9,490,247        2.52
$   200,001 to $   400,000.....       252       67,289,482       17.87
$   400,001 to $   600,000.....       160       71,958,683       19.11
$   600,001 to $   800,000.....        60       37,878,197       10.06
$   800,001 to $ 1,000,000.....        41       34,267,233        9.10
$ 1,000,001 to $ 2,000,000.....        58       69,473,636       18.45
$ 2,000,001 to $ 3,000,000.....        10       24,702,973        6.56
$ 3,000,001 to $ 4,000,000.....         5       12,435,362        3.30
$ 4,000,001 to $ 5,000,000.....         4       16,535,508        4.39
$ 5,000,001 to $10,000,000.....     
$10,000,001 or more............         1       10,470,360        2.78
                                      ---     ------------      ------

         Total.................       697     $376,560,894      100.00%
                                      ===     ============      ====== 

Average Original Principal
Balance is.....................               $605,773

<PAGE>
      Distribution of Scheduled Principal Balances as of September 1, 1996
                    of Mortgage Loans in Southern California

                                   Multifamily
                                   -----------
                                                                  Percentage of
                                                                  Southern
                                                                  California
                                                                  Multifamily by
                                                   Aggregate      Aggregate
                                      Number of    Scheduled      Scheduled
                                      Mortgage     Principal      Principal
             Scheduled                Loans as of  Balance as of  Balance as of
         Principal Balances           September    September 1,   September 1,
      as of September 1, 1996         1, 1996      1996           1996
      -----------------------         -------      ----           ----

$   50,000 or less.................         15       $545,220         0.19%
$   50,001 to $  100,000...........         11        809,600         0.29
$  100,001 to $  200,000...........         63      9,956,914         3.53
$  200,001 to $  400,000...........        193     57,813,898        20.47
$  400,001 to $  600,000...........        108     51,340,692        18.18
$  600,001 to $  800,000...........         50     33,796,887        11.97
$  800,001 to $ 1,000,000..........         23     20,708,476         7.33
$ 1,000,001 to $ 2,000,000.........         36     50,127,047        17.75
$ 2,000,001 to $ 3,000,000.........         10     25,739,742         9.11
$ 3,000,001 to $ 4,000,000.........          3      9,580,486         3.39
$ 4,000,001 to $ 5,000,000.........          2      9,544,091         3.38
$ 5,000,001 to $10,000,000.........          2     12,439,848         4.41
$10,000,001 or more................          0              0         0.00
                                           ---   ------------       ------

         Total.....................        516   $282,402,902       100.00%
                                           ===   ============       ====== 

Average Scheduled Principal        
Balance............................              $547,292





      Distribution of Scheduled Principal Balances as of September 1, 1996
                    of Mortgage Loans in Southern California

                                   Commercial
                                   ----------
                                                                Percentage
                                                                of Southern
                                                                California
                                                                Commercial
                                                  Aggregate     by Aggregate
                                     Number of    Scheduled     Scheduled
                                     Mortgage     Principal     Principal
             Scheduled               Loans as of  Balance as of Balance as
         Principal Balances          September 1, September 1,  of September
      as of September 1, 1996        1996         1996          1, 1996
      -----------------------        ----         ----          -------

$   50,000 or less.................       5        $125,811       0.13%
$   50,001 to $  100,000...........      15        1,036,243      1.10
$  100,001 to $  200,000...........      40        6,137,468      6.52
$  200,001 to $  400,000...........      37       10,156,294     10.79
$  400,001 to $  600,000...........      41       19,351,240     20.55
$  600,001 to $  800,000...........      18       12,718,820     13.51
$  800,001 to $ 1,000,000..........      12       10,981,921     11.66
$ 1,000,001 to $ 2,000,000.........       9       11,242,111     11.94
$ 2,000,001 to $ 3,000,000.........       0                0      0.00
$ 3,000,001 to $ 4,000,000.........       1        3,690,003      3.92
$ 4,000,001 to $ 5,000,000.........       2        8,247,721      8.76
$ 5,000,001 to $10,000,000.........       0                0      0.00
$10,000,001 or more................       1       10,470,360     11.12
                                        ---      -----------    ------

         Total.....................     181      $94,157,992    100.00%
                                        ===      ===========    ====== 

Average Scheduled Principal        
Balance............................              $520,210


<PAGE>

      Distribution of Scheduled Principal Balances as of September 1, 1996
                    of Mortgage Loans in Southern California

                                      Total
                                      -----
                                                                  Percentage of
                                                                  Total
                                                                  Southern
                                                                  California by
                                                    Aggregate     Aggregate
                                      Number of     Scheduled     Scheduled
                                      Mortgage      Principal     Principal
             Scheduled                Loans as of   Balance as    Balance as of
         Principal Balances           September     of September  September 1,
      as of September 1, 1996         1, 1996       1, 1996       1996
      -----------------------         -------       -------       ----

$   50,000 or less.................        20         $671,032        0.18%
$   50,001 to $  100,000...........        26        1,845,843        0.49
$  100,001 to $  200,000...........       103       16,094,381        4.27
$  200,001 to $  400,000...........       230       67,970,192       18.05
$  400,001 to $  600,000...........       149       70,691,932       18.77
$  600,001 to $  800,000...........        68       46,515,707       12.35
$  800,001 to $ 1,000,000..........        35       31,690,397        8.42
$ 1,000,001 to $ 2,000,000.........        45       61,369,158       16.30
$ 2,000,001 to $ 3,000,000.........        10       25,739,742        6.84
$ 3,000,001 to $ 4,000,000.........         4       13,270,489        3.52
$ 4,000,001 to $ 5,000,000.........         4       17,791,812        4.72
$ 5,000,001 to $10,000,000.........         2       12,439,848        3.30
$10,000,001 or more................         1       10,470,360        2.78
                                          ---       ----------        ----

         Total.....................       697     $376,560,894      100.00%
                                          ===     ============      ====== 

Average Scheduled Principal       
Balance............................                $540,260

<PAGE>

                        Original Terms to Stated Maturity
                    of Mortgage Loans in Southern California

                                   Multifamily
                                   -----------

                                                                Percentage of
                                                                Southern
                                                                California
                                                Aggregate       Multifamily by
                                   Number of    Scheduled       Aggregate
                                   Mortgage     Principal       Scheduled
                                   Loans as     Balance as      Principal
         Original Number             of         of              Balance as of
           of Years to             September    September       September 1,
         Stated Maturity*          1, 1996      1, 1996         1996
         ----------------          -------      -------         ----

 5 years or less................          7       $3,160,429      1.12%
 5+ to  7 years.................          6       12,316,422      4.36
 7+ to 10 years.................         36       15,370,069      5.44
10+ to 15 years.................        130       89,280,571     31.61
15+ to 20 years.................          5        2,605,731      0.92
20+ to 30 years.................        328      159,257,093     56.39
30 years or more................          4          412,586      0.15
                                        ---          -------      ----

         Total..................        516      $282,402,902   100.00%
                                        ===      ============   ====== 

Weighted Average Original Term
to Maturity is..................                 22.7 years

- -------------
*    Without giving effect to any modification or extension of maturity date.





                        Original Terms to Stated Maturity
                    of Mortgage Loans in Southern California

                                   Commercial
                                   ----------

                                                                 Percentage
                                                                 of Southern
                                                                 California
                                                                 Commercial
                                                                 by
                                                                 Aggregate
                                                   Aggregate     Scheduled
                                    Number of      Scheduled     Principal
                                    Mortgage       Principal     Balance as
         Original Number            Loans as of    Balance as    of
           of Years to              September      of September  September
        Stated Maturity*            1, 1996        1, 1996       1, 1996
        ----------------            -------        -------       -------


 5 years or less................           5       $1,284,577         1.36%
 5+ to  7 years.................           7        3,084,791         3.28
 7+ to 10 years.................          57       38,423,880        40.81
10+ to 15 years.................          24       13,623,090        14.47
15+ to 20 years.................           3        1,414,245         1.50
20+ to 30 years.................          84       35,853,005        38.08
30 years or more................           1          474,403         0.50  
                                         ---          -------         ----  

         Total..................         181      $94,157,992       100.00%
                                         ===      ===========       ====== 

Weighted Average Original Term
to Maturity is...................                 18.2 years

- -------------
*    Without giving effect to any modification or extension of maturity date.





                        Original Terms to Stated Maturity
                    of Mortgage Loans in Southern California

                                      Total
                                      -----

                                                                Percentage of
                                                                Total Southern
                                                                California by
                                                  Aggregate     Aggregate
                                    Number of     Scheduled     Scheduled
                                    Mortgage      Principal     Principal
         Original Number            Loans as of   Balance as of Balance as of
           of Years to              September     September 1,  September 1,
        Stated Maturity*            1, 1996       1996          1996
        ----------------            -------       ----          ----
                                                                 
 5 years or less................         12         $4,445,006       1.18%
 5+ to  7 years.................         13         15,401,213       4.09
 7+ to 10 years.................         93         53,793,949      14.29
10+ to 15 years.................        154        102,903,662      27.33
15+ to 20 years.................          8          4,019,976       1.07
20+ to 30 years.................        412        195,110,099      51.81
30 years or more................          5            886,989       0.24
                                        ---          ---------       ---- 
         Total..................        697       $376,560,894     100.00%
                                        ===       ============     ====== 

Weighted Average Original Term
to Maturity is..................                  21.5 years

- -------------
* Without giving effect to any modification or extension of maturity date.





                      Remaining Terms to Stated Maturity of
                  Balloon Mortgage Loans in Southern California

                                   Multifamily
                                   -----------
                                                             Percentage of
                                                             Balloon Loans in
                                                             Southern
                                                             California
                                                             Multifamily by
                               Number of     Aggregate       Aggregate
                               Mortgage      Scheduled       Scheduled
                               Loans as      Principal       Principal
                               of            Balance as of   Balance as of
       Years Remaining         September     September 1,    September 1,
    as of September 1, 1996*   1, 1996       1996            1996
    ------------------------   -------       ----            ----
                                      

  1 year or less...........           2       $5,249,827          10.25%
  1+ to  2 years...........           0                0           0.00
  2+ to  3 years...........           2        4,709,440           9.20
  3+ to  4 years...........           2        1,926,029           3.76
  4+ to  5 years...........           2        2,549,256           4.98
  5+ to 10 years...........          15       15,064,550          29.42
 10+ to 15 years...........          19       19,845,693          38.75
 15+ to 20 years...........           0                0           0.00
 20+ to 30 years...........           3        1,867,879           3.65
                                     --        ---------           ----
          Total............          45      $51,212,673         100.00
                                     ==      ===========         ======

Weighted Average Remaining
Term to Maturity is.......                   7.4 years

- -------------
*    Based on the Maturity Date Extension Assumptions For Matured
     Performing Mortgage Loans described herein.





                      Remaining Terms to Stated Maturity of
                  Balloon Mortgage Loans in Southern California

                                   Commercial
                                   ----------
                                                             Percentage of
                                                             Balloon Mortgage
                                                             in Southern
                                                             California
                                                             Commercial by
                               Number of      Aggregate      Aggregate
                               Mortgage       Scheduled      Scheduled
                               Loans as       Principal      Principal
                               of             Balance as of  Balance as of
       Years Remaining         September      September 1,   September 1, 
     as of September 1, 1996*  1, 1996        1996           1996
     ------------------------  -------        ----           ----

 1 year or less...........            9        $6,058,409          14.02%
 1+ to  2 years...........            2        11,919,468          27.58
 2+ to  3 years...........           17         6,260,988          14.49
 3+ to  4 years...........           19         9,649,893          22.33
 4+ to  5 years...........            8         5,140,889          11.90
 5+ to 10 years...........            5         2,712,153           6.28
10+ to 15 years...........            0                 0           0.00
15+ to 20 years...........            2         1,471,080           3.40
20+ to 30 years...........            0                 0           0.00
                                     --         ---------           ----
         Total............           62       $43,212,881          100.00
                                     ==       ===========          ======

Weighted Average Remaining
Term to Maturity is.......                    3.2 years

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

*    Based on the Maturity Date  Extension  Assumptions  For Matured  Performing
     Mortgage Loans described herein.





                      Remaining Terms to Stated Maturity of
                  Balloon Mortgage Loans in Southern California

                                      Total
                                      -----

                                                                Percentage of
                                                                Balloon Loans
                                                                Total Southern
                                                                California by
                                                Aggregate       Aggregate
                               Number of        Scheduled       Scheduled
                               Mortgage         Principal       Principal
                               Loans as of      Balance as of   Balance as of
       Years Remaining         September 1,     September 1,    September 1,
   as of September 1, 1996*    1996             1996            1996
   ------------------------    ----             ----            ----

 1 year or less...........          11         $11,308,236          11.98%
 1+ to  2 years...........           2          11,919,468          12.62
 2+ to  3 years...........          19          10,970,428          11.62
 3+ to  4 years...........          21          11,575,923          12.26
 4+ to  5 years...........          10           7,690,145           8.14
 5+ to 10 years...........          20          17,776,703          18.83
10+ to 15 years...........          19          19,845,693          21.02
15+ to 20 years...........           2           1,471,080           1.56
20+ to 30 years...........           3           1,867,879           1.98
                                   ---           ---------         ------
         Total............         107         $94,425,555         100.00
                                   ===         ===========         ======

Weighted Average Remaining
Term to Maturity is.......                      5.5 years

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

*    Based on the Maturity Date  Extension  Assumptions  For Matured  Performing
     Mortgage Loans described herein.

                      Remaining Terms to Stated Maturity of
             Fully Amortizing Mortgage Loans in Southern California


                                   Multifamily
                                   -----------
                                                             Percentage of
                                                             Balloon Loans in
                                                             Southern
                                                             California
                               Number of      Aggregate      Multifamily by
                               Mortgage       Scheduled      Aggregate
                               Loans as       Principal      Scheduled
                               of             Balance as of  Principal
   Years Remaining as of       September 1,   September 1,   Balance as of
     September 1, 1996*        1996           1996           September 1, 1996
     ------------------        ----           ----           -----------------
                               
  2+ to 3 years...........           0                  0          0.00%
  3+ to 4 years...........           1             21,846          0.01
  4+ to 5 years...........           0                  0          0.00
  5+ to 10 years..........          10            880,203          0.38
10+ to 15 years...........          10          1,020,105          0.44
15+ to 20 years...........          43          9,530,805          4.12
20+ to 30 years...........         407        219,737,270         95.05
                                   ---       ------------        ------
         Total............         471       $231,190,229        100.00
                                   ===       ============        ======
 
Weighted Average Remaining
Term to Maturity..........                   23.8 years

- -------------
*   Based on the Maturity Date  Extension  Assumptions  For Matured  Performing
    Mortgage Loans described herein.



                      Remaining Terms to Stated Maturity of
             Fully Amortizing Mortgage Loans in Southern California


                                   Commercial
                                   ----------
                                                             Percentage of
                                                             Balloon Mortgage
                                                             in Southern
                                                             California
                                                             Commercial by
                               Number of      Aggregate      Aggregate
                               Mortgage       Scheduled      Scheduled
                               Loans as       Principal      Principal
                               of             Balance as of  Balance as of
   Years Remaining as of       September 1,   September 1,   September 1, 
   September 1, 1996*          1996           1996           1996
   ------------------          ----           ----           ----

  2+ to 3 years...........          3        $   196,751         0.39%  
  3+ to 4 years...........          2            110,345         0.22
  4+ to 5 years...........          2            164,723         0.32
  5+ to 10 years..........          7          1,518,137         2.98
10+ to 15 years...........          4            761,873         1.50
15+ to 20 years...........         55         18,245,838        35.81
20+ to 30 years...........         46         29,947,443        58.78
                                  ---        -----------       ------
         Total............        119        $50,945,111       100.00
                                  ===        ===========       ======

Weighted Average Remaining
Term to Maturity..........                  19.8 years

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

*    Based on the Maturity Date  Extension  Assumptions  For Matured  Performing
     Mortgage Loans described herein.





                      Remaining Terms to Stated Maturity of
             Fully Amortizing Mortgage Loans in Southern California


                                      Total
                                      -----

                                                                Percentage of
                                                                Balloon Loans
                                                                Total Southern
                                                                California by
                                               Aggregate        Aggregate
                              Number of        Scheduled        Scheduled
                              Mortgage         Principal        Principal
                              Loans as of      Balance as of    Balance as of
   Years Remaining as of      September 1,     September 1,     September 1,
   September 1, 1996*         1996             1996             1996
   ------------------         ----             ----             ----

   2+ to 3 years...........           3      $   196,751           0.07%
   3+ to 4 years...........           3          132,191           0.05
   4+ to 5 years...........           2          164,723           0.06
   5+ to 10 years..........          17        2,398,340           0.85
 10+ to 15 years...........          14        1,781,979           0.63
 15+ to 20 years...........          98       27,776,643           9.85
 20+ to 30 years...........         453      249,684,713          88.50
                                    ---     ------------         ------
          Total............         590     $282,135,339         100.00
                                    ===     ============         ======

Weighted Average Remaining
Term to Maturity...........                 23.1 years

- -------------
*   Based on the Maturity Date  Extension  Assumptions  For Matured  Performing
    Mortgage Loans described herein.



                           Seasoning of Mortgage Loans
                             in Southern California

                                   Multifamily
                                   -----------
                                                               Percentage of
                                                               Southern
                                                               California
                                                               Multifamily
                                             Aggregate         by Aggregate
                             Number of       Scheduled         Scheduled
                             Mortgage        Principal         Principal
                             Loans as of     Balance as of     Balance as of
  Number of Years            September 1,    September 1,      September 1,
  as of September 1, 1996    1996            1996              1996
  -----------------------    ----            ----              ----
  

2+ to 3 years...............     19          $ 19,653,976         6.96%
3+ to 4 years...............     20            11,817,946         4.18
4+ to 5 years...............    155           106,845,280        37.83
5+ to 6 years...............     35            18,868,399         6.68
6+ to 7 years...............    113            50,916,582        18.03
7+ to 8 years...............     69            38,083,925        13.49
8+ to 9 years...............     18            11,341,886         4.02
9+ to 10 years..............     23            13,364,555         4.73
10+ years                        64            11,510,354         4.08
                                ---          ------------        ------ 
         Total..............    516          $282,402,902       100.00
                                ===          ============       ======
                            
Weighted Average
Seasoning is................                 5.9 years






<PAGE>

                           Seasoning of Mortgage Loans
                             in Southern California

                                   Commercial
                                   ----------
                                                            Percentage of
                                                            Southern
                                                            California
                                                            Commercial by
                                             Aggregate      Aggregate
                              Number of      Scheduled      Scheduled
                              Mortgage       Principal      Principal
                              Loans as of    Balance as of  Balance as of
  Number of Years             September 1,   September 1,   September 1,
  as of September 1, 1996     1996           1996           1996
  -----------------------     ----           ----           ----
   
  2+ to 3 years...............    7          $3,094,639         3.29%
  3+ to 4 years...............    3           1,853,346         1.97
  4+ to 5 years...............    2             651,181         0.69
  5+ to 6 years...............    3           2,204,638         2.34
  6+ to 7 years...............   24          10,559,955        11.22
  7+ to 8 years...............   31          18,562,756        19.71
  8+ to 9 years...............   23          24,897,468        26.44
  9+ to 10 years..............   17          10,120,997        10.75
 10+ years....................   71          22,213,011        23.59
                                ---         -----------       ------
           Total..............  181         $94,157,992       100.00
                                ===         ===========       ======
Weighted Average
Seasoning is..................              8.7 years




                           Seasoning of Mortgage Loans
                             in Southern California

                                      Total
                                      -----

                                                              Percentage of
                                                              Total
                                                              Southern
                                               Aggregate      California by
                               Number of       Scheduled      Aggregate
                               Mortgage        Principal      Scheduled
                               Loans as of     Balance as of  Principal
   Number of Years             September 1,    September 1,   Balance as of
  as of September 1, 1996      1996            1996           September 1, 1996
  -----------------------      ----            ----           -----------------
  
 2+ to 3 years...............     26         $ 22,748,615         6.04%
 3+ to 4 years...............     23           13,671,292         3.63
 4+ to 5 years...............    157          107,496,461        28.55
 5+ to 6 years...............     38           21,073,037         5.60
 6+ to 7 years...............    137           61,476,537        16.33
 7+ to 8 years...............    100           56,646,681        15.04
 8+ to 9 years...............     41           36,239,353         9.62
 9+ to 10 years..............     40           23,485,552         6.24
10+ years....................    135           33,723,365         8.96
                                 ---         ------------       ------
          Total..............    697         $376,580,894       100.00
                                 ===         ============       ======
Weighted Average
Seasoning is.................                6.6 years

<PAGE>




                 Mortgage Interest Rates as of September 1, 1996
                    of Mortgage Loans in Southern California

                                   Multifamily
                                   -----------
                                                           Percentage of
                                                           Southern
                                                           California
                                                           Multifamily
                                         Aggregate         by Aggregate
                          Number of      Scheduled         Scheduled
                          Mortgage       Principal         Principal
                          Loans as of    Balance as of     Balance as of
                          September 1,   September 1,      September 1,
Mortgage Interest Rates   1996           1996              1996
- -----------------------   ----           ----              ----
        
6.00-6.99.................     2          $1,383,286            0.49%
7.00-7.99.................    94          65,356,164           23.14
8.00-8.99.................   236         117,356,011           41.56
9.00-9.99.................   165          89,420,649           31.66
10.00-10.99...............     9           7,088,110            2.51
11.00-11.99...............     3             688,931            0.24
12.00-12.99...............     3             416,500            0.15
13.00-13.99...............     4             693,252            0.25
                             ---        ------------          ------
      Total...............   516        $282,402,902          100.00%
                             ===        ============          ====== 
Weighted Average
Mortgage Interest 
Rate is...................              8.39%






                 Mortgage Interest Rates as of September 1, 1996
                    of Mortgage Loans in Southern California

                                   Commercial
                                   ----------
                                                            Percentage of
                                                            Southern
                                                            California
                                                            Commercial by
                                           Aggregate        Aggregate
                          Number of        Scheduled        Scheduled
                          Mortgage         Principal        Principal
                          Loans as of      Balance as of    Balance as of
                          September 1,     September 1,     September 1,
Mortgage Interest Rates   1996             1996             1996
- -----------------------   ----             ----             ----
   
 6.00-6.99.............         2           $11,246,420        11.94%
7.00-7.99..............        85            48,908,424        51.94
8.00-8.99..............        54            24,192,221        25.69
9.00-9.99..............        27             6,574,619         6.98
10.00-10.99............         5             1,847,358         1.96
11.00-11.99............         3               711,383         0.76
12.00-12.99............         0                     0         0.00
13.00-13.99............         5               677,567         0.72
                               --           -----------       ------
  Total................        81           $94,157,992       100.00%
                               ==           ===========       ====== 
Weighted Average
Mortgage Interest
Rate is................                     7.91%
                       


<PAGE>


                 Mortgage Interest Rates as of September 1, 1996
                    of Mortgage Loans in Southern California

                                      Total
                                      -----

                                                            
                                                            Percentage of
                                                            Southern
                                                            California
                                                            Commercial by
                                           Aggregate        Aggregate
                          Number of        Scheduled        Scheduled
                          Mortgage         Principal        Principal
                          Loans as of      Balance as of    Balance as of
                          September 1,     September 1,     September 1,
Mortgage Interest Rates   1996             1996             1996
- -----------------------   ----             ----             ----

 6.00-6.99...............      4          $12,629,706            3.35%
7.00-7.99...............     179          114,264,587           30.34
8.00-8.99...............     290          141,548,232           37.59
9.00-9.99...............     192           95,995,268           25.49
10.00-10.99.............      14            8,935,468            2.37
11.00-11.99.............       6            1,400,313            0.37
12.00-12.99.............       3              416,500            0.11
13.00-13.99.............       9            1,370,819            0.36
                             ---         ------------          ------     
       Total............     697         $376,560,894          100.00%
                             ===         ============          ====== 
Weighted Average
Mortgage Interest
Rate is.................                 8.27%
     



                       Loan-to-Value Ratios at Origination
                    of Mortgage Loans in Southern California

                                   Multifamily
                                   -----------
                                                                Percentage of
                                                                Southern
                                                                California
                                                                Multifamily
                                             Aggregate          by Aggregate
                            Number of        Scheduled          Scheduled
                            Mortgage         Principal          Principal
                            Loans as of      Balance as of      Balance as of
    Loan-to-Value           September 1,     September 1,       September 1,
Ratios at Origination*      1996             1996               1996
- ----------------------      ----             ----               ----

50.00% or less...........      62           $25,893,100           9.17%
50.01% to  60.00%........     101            55,432,222          19.63
60.01% to  70.00%........     196           100,641,690          35.64
70.01% to  80.00%........     148            96,165,839          34.05
80.01% to  90.00%........       7             4,125,509           1.46
90.01% to 100.00%........       1               125,008           0.04
Unknown..................       1                19,533           0.01
                              ---          ------------         ------      
        Total............     516          $282,402,902         100.00%
                              ===          ============         ====== 

Weighted Average
Loan-to-Value at
Origination is...........                  65.35%

- -------------
*  In  connection   with  the  Underlying   Transaction,   in  certain  cases,
   information as to the value of the Mortgaged  Property was not available in
   the files for the  applicable  Mortgage  Loan. In such cases,  efforts were
   made by the RTC to collect such information from other sources.

** Excludes Mortgage Loans with unknown Loan-to-Value Ratios.


<PAGE>



                       Loan-to-Value Ratios at Origination
                    of Mortgage Loans in Southern California

                                   Commercial
                                   ----------
                                                            Percentage of
                                                            Southern
                                                            California
                                                            Commercial by
                                          Aggregate         Aggregate
                          Number of       Scheduled         Scheduled
                          Mortgage        Principal         Principal
                          Loans as of     Balance as of     Balance as of
    Loan-to-Value         September 1,    September 1,      September 1,
Ratios at Origination*    1996            1996              1996
- ----------------------    ----            ----              ----

50.00% or less...........     21          $7,535,824            8.00%
50.01% to  60.00%........     32          10,574,454           11.23
60.01% to  70.00%........     73          34,418,262           36.55
70.01% to  80.00%........     51          41,011,641           43.56
80.01% to  90.00%........      0                   0            0.00
90.01% to 100.00%........      2             415,654            0.44
Unknown..................      2             202,156            0.21
                             ---         -----------          ------
    Total................    181         $94,157,992          100.00%
                             ===         ===========          ====== 

Weighted Average
Loan-to-Value at
Origination is...........                66.74%

- -------------
*   In  connection   with  the  Underlying   Transaction,   in  certain  cases,
    information as to the value of the Mortgaged  Property was not available in
    the files for the  applicable  Mortgage  Loan. In such cases,  efforts were
    made by the RTC to collect such information from other sources.

**  Excludes Mortgage Loans with unknown Loan-to-Value Ratios.




<PAGE>

                       Loan-to-Value Ratios at Origination
                    of Mortgage Loans in Southern California

                                      Total
                                      -----

                                                            Percentage of
                                                            Total
                                                            Southern
                                                            California by
                                          Aggregate         Aggregate
                          Number of       Scheduled         Scheduled
                          Mortgage        Principal         Principal
                          Loans as of     Balance as of     Balance as of
    Loan-to-Value         September 1,    September 1,      September 1,
Ratios at Origination*    1996            1996              1996
- ----------------------    ----            ----              ----
                                                            
50.00% or less..........       83          $33,428,924         8.88%
50.01% to  60.00%.......      133           66,006,677        17.53
60.01% to  70.00%.......      269          135,059,952        35.87
70.01% to  80.00%.......      199          137,177,480        36.43
80.01% to  90.00%.......        7            4,125,509         1.10
90.01% to 100.00%.......        3              540,662         0.14
Unknown.................        3              221,690         0.06
                              ---         ------------       ------
Total...................      697         $376,560,894       100.00%
                              ===         ============       ====== 

Weighted Average
Loan-to-Value at
Origination is..........                  65.70%

- -------------
*   In  connection   with  the  Underlying   Transaction,   in  certain  cases,
    information as to the value of the Mortgaged  Property was not available in
    the files for the  applicable  Mortgage  Loan. In such cases,  efforts were
    made by the RTC to collect such information from other sources.

**  Excludes Mortgage Loans with unknown Loan-to-Value Ratios.


<PAGE>



         Range of Ratios of Current Loan Balance-to-Original Value #
                 as of September 1, 1996 in Southern California

                                   Multifamily
                                   -----------
                                                          
                                                           Percentage of
                                                           Southern
                                                           California
                                                           Multifamily
                                          Aggregate        by Aggregate
                          Number of       Scheduled        Scheduled
                          Mortgage        Principal        Principal
  Ratios of Current       Loans as of     Balance as of    Balance as of
  Loan Balance-to         September 1,    September 1,     September 1,
  -Original Value*        1996            1996             1996
  ----------------        ----            ----             ----


50.00% or less..........       94           $38,766,499        13.73%
50.01% to  60.00%.......      138            72,655,909        25.73
60.01% to  70.00%.......      199           124,345,294        44.03
70.01% to  80.00%.......       49            37,905,090        13.42
80.01% to  90.00%.......        3               980,748         0.35
90.01% to 100.00%.......        1               167,657         0.06
100.01% or more.........        0                     0         0.00
Unknown.................       32             7,581,704         2.68
                              ---          ------------       ------    
    Total...............      516          $282,402,902       100.00%
                              ===          ============       ====== 

Weighted Average
Current Loan
Balance-to-Original
Value is................                   60.61%

- -------------
#  The  ratio  of  Current  Loan   Balance-to-Original   Value  was  calculated
   by multiplying  the  ratio of  Original  Loan  Balance-to-Original  Value by
   a fraction, the numerator of which is the current principal balance as of the
   Cut-Off  Date and the  denominator  of which is the balance of the Mortgage
   Loan as of its origination.

*  In  connection   with  the  Underlying   Transaction,   in  certain  cases,
   information as to the value of the Mortgaged  Property was not available in
   the files for the  applicable  Mortgage  Loan. In such cases,  efforts were
   made by the RTC to collect such information from other sources.

** Excludes Mortgage Loans with unknown Current Loan Balance-to-Original Value
   Ratios.

<PAGE>

         Range of Ratios of Current Loan Balance-to-Original Value #
                 as of September 1, 1996 in Southern California

                                   Commercial
                                   ----------
                                                           Percentage of
                                                           Southern
                                                           California
                                                           Multifamily
                                          Aggregate        by Aggregate
                          Number of       Scheduled        Scheduled
                          Mortgage        Principal        Principal
  Ratios of Current       Loans as of     Balance as of    Balance as of
  Loan Balance-to         September 1,    September 1,     September 1,
  -Original Value*        1996            1996             1996
  ----------------        ----            ----             ----
                                                       
 50.00% or less..........     61         $19,260,321        20.46%
 50.01% to  60.00%.......     52          22,447,148        23.84
 60.01% to  70.00%.......     42          32,986,864        35.03
 70.01% to  80.00%.......     10          13,512,553        14.35
 80.01% to  90.00%.......      1             224,129         0.24
 90.01% to 100.00%.......      0                   0         0.00
100.01% or more..........      1             462,717         0.49
Unknown..................     14           5,264,259         5.59
                             ---        ------------       ------
         Total...........    181         $94,157,992       100.00%
                             ===         ===========       ====== 
Weighted Average 
Current Loan              
Balance-to-Original
Value is.................                58.03%

- -------------
#    The  ratio of Current Loan  Balance-to-Original  Value  was calculated  by
     multiplying  the  ratio of  Original  Loan  Balance-to-Original  Value by a
     fraction, the numerator of which is the current principal balance as of the
     Cut-Off  Date and the  denominator  of which is the balance of the Mortgage
     Loan as of its origination.

*    In  connection   with  the  Underlying   Transaction,   in  certain  cases,
     information as to the value of the Mortgaged  Property was not available in
     the files for the  applicable  Mortgage  Loan. In such cases,  efforts were
     made by the RTC to collect such information from other sources.

**   Excludes Mortgage Loans with unknown Current Loan Balance-to-Original Value
     Ratios.

<PAGE>

         Range of Ratios of Current Loan Balance-to-Original Value #
                 as of September 1, 1996 in Southern California

                                      Total
                                      -----

                                                         Percentage of
                                                         Total
                                                         Southern
                                          Aggregate      California by
                          Number of       Scheduled      Aggregate
                          Mortgage        Principal      Scheduled
  Ratios of Current       Loans as of     Balance as of  Principal
  Loan Balance-to         September 1,    September 1,   Balance as of
 -Original Value*         1996            1996           September 1, 1996
 ----------------         ----            ----           -----------------
                                                      
 50.00% or less........      155         $58,026,821        15.41%
 50.01% to  60.00%.....      190          95,103,057        25.26
 60.01% to  70.00%.....      241         157,332,158        41.78
 70.01% to  80.00%.....       59          51,417,644        13.65
 80.01% to  90.00%.....        4           1,204,878         0.32
 90.01% to 100.00%.....        1             167,657         0.04
100.01% or more........        1             462,717         0.12
Unknown................       46          12,845,962         3.41 
                             ---        ------------       ------
         Total.........      697        $376,560,894       100.00%
                             ===        ============       ====== 
Weighted Average        
Current Loan
Balance-to-Original
Value is...............                 59.98%

- -------------
#    The ratio of Current Loan  Balance-to-Original  Value was  calculated  by
     multiplying  the  ratio of  Original  Loan  Balance-to-Original  Value by a
     fraction, the numerator of which is the current principal balance as of the
     Cut-Off  Date and the  denominator  of which is the balance of the Mortgage
     Loan as of its origination.

*    In  connection   with  the  Underlying   Transaction,   in  certain  cases,
     information as to the value of the Mortgaged  Property was not available in
     the files for the  applicable  Mortgage  Loan. In such cases,  efforts were
     made by the RTC to collect such information from other sources.

**   Excludes Mortgage Loans with unknown Current Loan Balance-to-Original Value
     Ratios.

<PAGE>

                        Lien Positions of Mortgage Loans
                             in Southern California

                                   Multifamily
                                   -----------
                                                        Percentage of
                                                        Southern
                                                        California
                                                        Multifamily
                                        Aggregate       by Aggregate
                         Number of      Scheduled       Scheduled
                         Mortgage       Principal       Principal
                         Loans as of    Balance as of   Balance as of
                         September 1,   September 1,    September 1,
    Lien Position*       1996           1996            1996
    --------------       ----           ----            ----
First Lien**......        485          $274,840,732        97.32%
Second Lien.......         30             7,535,569         2.67
Third Lien........          0                     0         0.00
Not Available.....          1                26,601         0.01
                          ---          ------------       ------
         Total....        516          $282,402,902       100.00%
                          ===          ============       ====== 

- -------------
*    In certain cases, a title insurance  policy or attorney's title opinion was
     not contained in the applicable Mortgage Loan file. In such cases,  efforts
     were made by the RTC to determine  the lien  position of such Mortgage Loan
     from other sources in the Mortgage Loan file or elsewhere.

**   Includes  second and third liens with respect to which all senior liens are
     included in the Mortgage Pool.



                        Lien Positions of Mortgage Loans
                             in Southern California

                                   Commercial
                                   ----------
                                                        Percentage of
                                                        Southern
                                                        California
                                                        Commercial by
                                        Aggregate       Aggregate
                         Number of      Scheduled       Scheduled
                         Mortgage       Principal       Principal
                         Loans as of    Balance as of   Balance as of
                         September 1,   September 1,    September 1,
    Lien Position*       1996           1996            1996
    --------------       ----         ---------------   ------------
First Lien**......        169         $89,095,890        94.62%
Second Lien.......         11           4,939,817         5.25
Third Lien........          1             122,285         0.13
Not Available.....          0                   0         0.00
                          ---         -----------       ------ 
         Total....        181         $94,157,992       100.00%
                          ===         ===========       ====== 

- -------------
*    In certain cases, a title insurance  policy or attorney's title opinion was
     not contained in the applicable Mortgage Loan file. In such cases,  efforts
     were made by the RTC to determine  the lien  position of such Mortgage Loan
     from other sources in the Mortgage Loan file or elsewhere.

**   Includes  second and third liens with respect to which all senior liens are
     included in the Mortgage Pool.

<PAGE>

                        Lien Positions of Mortgage Loans
                             in Southern California

                                      Total
                                      -----

                                                        Percentage of
                                                        Total
                                                        Southern
                                         Aggregate      California by
                         Number of       Scheduled      Aggregate
                         Mortgage        Principal      Scheduled
                         Loans as of     Balance as of  Principal
                         September 1,    September 1,   Balance as of
    Lien Position*       1996            1996           September 1, 1996
    --------------       ----            ----           -----------------
                                                             
First Lien**......          654          $363,936,621        96.65%
Second Lien.......           41            12,475,386         3.31
Third Lien........            1               122,285         0.03
Not Available.....            1                26,601         0.01
                            ---          ------------       ------
         Total....          697          $376,560,894       100.00%
                            ===          ============       ====== 
                                   
- -------------
*    In certain cases, a title insurance  policy or attorney's title opinion was
     not contained in the applicable Mortgage Loan file. In such cases,  efforts
     were made by the RTC to determine  the lien  position of such Mortgage Loan
     from other sources in the Mortgage Loan file or elsewhere.

**   Includes  second and third liens with respect to which all senior liens are
     included in the Mortgage Pool.



                            Property Type
                 of Mortgaged Properties in Southern California

                                   Multifamily
                                   -----------
                                                         Percentage of
                                                         Southern
                                                         California
                                                         Multifamily
                                         Aggregate       by Aggregate
                         Number of       Scheduled       Scheduled
                         Mortgage        Principal       Principal
                         Loans as of     Balance as of   Balance as of
       Type of           September 1,    September 1,    September 1,
 Mortgaged Properties    1996            1996            1996
 --------------------    ----            ----            ----
Hospitality..........       0                  $0           0.00%
Industrial/Warehouse        0                   0           0.00
Mobile Home Park.....       0                   0           0.00
Multifamily..........     516         282,402,902         100.00
Office...............       0                   0           0.00
Retail...............       0                   0           0.00
Other................       0                   0           0.00
                          ---        ------------         ------
         Total.......     516        $282,402,902         100.00%
                          ===        ============         ====== 
                                                     

<PAGE>

                                  Property Type
                 of Mortgaged Properties in Southern California

                                   Commercial
                                   ----------
                                                         Percentage of
                                                         Southern
                                                         California
                                                         Commercial by
                                         Aggregate       Aggregate
                         Number of       Scheduled       Scheduled
                         Mortgage        Principal       Principal
                         Loans as of     Balance as of   Balance as of
       Type of           September 1,    September 1,    September 1,
 Mortgaged Properties    1996            1996            1996
 --------------------    ----            ----            ----
Hospitality..........      1                 $77,681       0.08%
Industrial/Warehouse.     28              10,255,829      10.89
Mobile Home Park.....      1                 233,045       0.25
Multifamily..........      4               1,032,535       1.10
Office...............     68              39,189,923      41.62
Retail...............     61              38,869,581      41.28
Other................     18               4,499,398       4.78
                         ---             -----------     ------
         Total.......    181             $94,157,992     100.00%
                         ===             ===========     ====== 

<PAGE>

                                  Property Type
                 of Mortgaged Properties in Southern California

                                      Total
                                      -----

                                                       Percentage of
                                                       Total
                                                       Southern
                                        Aggregate      California by
                         Number of      Scheduled      Aggregate
                         Mortgage       Principal      Scheduled
                         Loans as of    Balance as of  Principal
       Type of           September 1,   September 1,   Balance as of
 Mortgaged Properties    1996           1996           September 1, 1996
 --------------------    ----           ----           -----------------
                                                             
Hospitality.........            1             $77,681         0.02%
Industrial/Warehouse           28          10,255,829         2.72
Mobile Home Park....            1             233,045         0.06
Multifamily.........          520         283,435,437        75.27
Office..............           68          39,189,923        10.41
Retail..............           61          38,869,581        10.32
Other...............           18           4,499,398         1.19
                              ---        ------------       ------
         Total......          697        $376,560,894       100.00%
                              ===        ============       ====== 



               Monthly Payments Delinquent as of September 1, 1996
                    of Mortgage Loans in Southern California*

                                   Multifamily
                                   -----------
                                                            Percentage of
                                                            Southern
                                                            California
                                                            Multifamily
                                        Aggregate           by Aggregate
                         Number of      Scheduled           Scheduled
                         Mortgage       Principal           Principal
                         Loans as of    Balance as of       Balance as of
       Monthly           September 1,   September 1,        September 1,
 Payments Delinquent     1996           1996                1996
 -------------------     ----           ----                ----
Current..............        449          $243,220,886        86.13%
30-59 days...........          7             2,655,266         0.94
60-89 days...........          3             1,412,474         0.50
90+ days.............         51            32,056,416        11.35
Foreclosure..........          3             1,592,799         0.56
REO..................          3             1,465,061         0.52
                             ---          ------------       ------
         Total.......        516          $282,402,902       100.00%
                             ===          ============       ====== 

- -------------
*    Calculated by the Depositor based on the Paid-to-Date  information provided
     by the Master Servicer.

<PAGE>

               Monthly Payments Delinquent as of September 1, 1996
                    of Mortgage Loans in Southern California*

                                   Commercial
                                   ----------
                                                        Percentage of
                                                        Southern
                                                        California
                                                        Commercial by
                                        Aggregate       Aggregate
                         Number of      Scheduled       Scheduled
                         Mortgage       Principal       Principal
                         Loans as of    Balance as of   Balance as of
       Monthly           September 1,   September 1,    September 1,
 Payments Delinquent     1996           1996            1996
 -------------------     ----           ----            ----
Current..............         177         $91,368,190        97.04%
30-59 days...........           0                   0         0.00
60-89 days...........           0                   0         0.00
90+ days.............           4           2,789,802         2.96
Foreclosure..........           0                   0         0.00
REO..................           0                   0         0.00
                              ---         -----------       ------
         Total.......         181         $94,157,992       100.00%
                              ===         ===========       ====== 

- -------------
*    Calculated by the Depositor based on the Paid-to-Date  information provided
     by the Master Servicer.



               Monthly Payments Delinquent as of September 1, 1996
                    of Mortgage Loans in Southern California*

                                      Total
                                      -----

                                                        Percentage of
                                                        Total
                                                        Southern
                                         Aggregate      California by
                         Number of       Scheduled      Aggregate
                         Mortgage        Principal      Scheduled
                         Loans as of     Balance as of  Principal
       Monthly           September 1,    September 1,   Balance as of
 Payments Delinquent     1996            1996           September 1, 1996
 -------------------     ----            ----           -----------------
Current..............         626        $334,589,076        88.85%
30-59 days...........           7           2,655,266         0.71
60-89 days...........           3           1,412,474         0.38
90+ days.............          55          34,846,217         9.25
Foreclosure..........           3           1,592,799         0.42
REO..................           3           1,465,061         0.39
                              ---        ------------       ------
         Total.......         697        $376,560,894       100.00%
                              ===        ============       ====== 

- -------------
*    Calculated by the Depositor based on the Paid-to-Date  information provided
     by the Master Servicer.

<PAGE>

<TABLE>
<CAPTION>
    Delinquency History for the Past Twelve Months as of September 1, 1996
                    of Mortgage Loans in Southern California

                                   Multifamily
                                   -----------

                                                                             Percentage
                                                                             of
                                                                             Southern
                                                                             California
                                                                             Multifamily
                                                                             by
                                                             Aggregate       Aggregate
                                                 Number of   Scheduled       Scheduled
                                                 Mortgage    Principal       Principal
                                                 Loans as    Balance as      Balance as
                                                 of          of              of
                                                 September   September       September
     Delinquency History*                        1, 1996     1, 1996         1, 1996
     --------------------                        -------     -------         -------
<S>                                                 <C>     <C>                 <C>
No 30 Day or Greater 
Delinquency in last 12 months..................     439     $238,103,516        84.31%
One Payment Delinquent30-59 days) in last 12
  months
  1 time 30-day delinquent in last 12 months.....    7        4,460,230         1.58
  2 times 30-day delinquent in last 12 months....    1          284,518         0.10
More than 2 times 30-day delinquent in last
 12 months...................................        2          599,409         0.21
Two Payments Delinquent (60-89 days) in last
 12 months
  1 time 60-day delinquent in last 12 months....     4        2,370,008         0.84
More than 2 times 60-day delinquent in last
 12 months......................................     1          149,854         0.05
Three or more Payments Delinquent (90 days+)
in last 12 months
  1 time 90-day delinquent in last 12 months....     5        1,624,338         0.58
  2 times 90-day delinquent in last 12 months...     1          178,066         0.06
  More than 2 times 90-day delinquent in last
  12 months.....................................    56       34,632,961        12.26
                                                   ---     ------------       ------
           Total................................   516     $282,402,932       100.00%
                                                   ===     ============       ====== 

- -------------
 * The delinquency history was calculated by the Depositor based on the 
   Paid-to-Dates provided by the Master Servicer.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
     Delinquency History for the Past Twelve Months as of September 1, 1996
                    of Mortgage Loans in Southern California

                                   Commercial
                                   ----------

                                                                               Percentage
                                                                               of
                                                                               Southern
                                                                               California
                                                                               Commercial
                                                                               by
                                                                  Aggregate    Aggregate
                                                    Number of     Scheduled    Scheduled
                                                    Mortgage      Principal    Principal
                                                    Loans as      Balance as   Balance as
                                                    of            of           of
                                                    September     September    September
         Delinquency History*                       1, 1996       1, 1996      1, 1996
         --------------------                       -------       -------      -------
<S>                                                     <C>     <C>              <C>
 No 30 Day or Greater Delinquency in last 12            175     $80,878,375      85.90%
 months...........................................
 One Payment Delinquent (30-59 days) in last 12
 months
   1 time 30-day delinquent in last 12 months.....        1         19,455        0.02
   2 times 30-day delinquent in last 12 months....        0              0        0.00
   More than 2 times 30-day delinquent in last
   12 months.......................................       0              0        0.00
 Two Payments Delinquent (60-89 days) in last 12
   months
   1 time 60-day delinquent in last 12 months.....        0              0        0.00
   More than 2 times 60-day delinquent in last
   12 months......................................        0              0        0.00
 Three or more Payments Delinquent (90 days+)
 in last 12 months
   1 time 90-day delinquent in last 12 months.....        0              0        0.00
   2 times 90-day delinquent in last 12 months....        0              0        0.00
   More than 2 times 90-day delinquent in last
   12 months......................................        5     13,260,161       14.08
                                                        ---    -----------      ------
               Total..............................      181    $94,157,992      100.00%
                                                        ===    ===========      ====== 

- -------------
 * The delinquency history was calculated by the Depositor based on the
   Paid-to-Dates provided by the Master Servicer.
</TABLE>
<PAGE>

     Delinquency History for the Past Twelve Months as of September 1, 1996
                    of Mortgage Loans in Southern California

                                      Total
                                      -----
<TABLE>
<CAPTION>
                                                                             Percentage
                                                                             of Total
                                                                             Southern
                                                                             California
                                                                             by
                                                                Aggregate    Aggregate
                                                    Number of   Scheduled    Scheduled
                                                    Mortgage    Principal    Principal
                                                    Loans as    Balance as   Balance as
                                                    of          of           of
                                                    September   September    September
              Delinquency History*                  1, 1996     1, 1996      1, 1996
              --------------------                  ---------   ---------    ----------

<S>                                                     <C>   <C>                <C>   
 No 30 Day or Greater Delinquency in last 12            614   $318,981,891       84.71%
 months...........................................
 One Payment Delinquent (30-59 days) in last 12
 months
   1 time 30-day delinquent in last 12 months.....        8      4,479,686        1.19
   2 times 30-day delinquent in last 12 months....        1        284,518        0.08
   More than 2 times 30-day delinquent in last
   12 months.......................................       2        599,409        0.16
 Two Payments Delinquent (60-89 days) in last 12
   months
   1 time 60-day delinquent in last 12 months.....        4      2,370,008        0.63
   More than 2 times 60-day delinquent in last
   12 months.......................................       1        149,854        0.04
 Three or more Payments Delinquent (90 days+)
 in last 12 months
   1 time 90-day delinquent in last 12 months.....        5      1,624,338        0.43
   2 times 90-day delinquent in last 12 months....        1        178,066        0.05
   More than 2 times 90-day delinquent in last
   12 months......................................       61     47,893,122       12.72
   --                                                   ---   ------------      ------
          Total...................................      697   $376,560,894      100.00%
                                                        ===   ============      ====== 
- ----------
<FN>
*    The  delinquency  history  was  calculated  by the  Depositor  based on the
     Paid-to-Dates provided by the Master Servicer.
</FN>
</TABLE>

<PAGE>

                Margins of Mortgage Loans in Southern California

                                   Multifamily
                                   -----------
                                                             Percentage of
                                                             Southern
                                                             California
                                                             Multifamily by
                                           Aggregate         Aggregate
                            Number of      Scheduled         Scheduled
                            Mortgage       Principal         Principal
                            Loans as of    Balance as of     Balance as of
                            September 1,   September 1,      September 1,
               Margins      1966           1996              1996
               -------      ------------   -------------     --------------
Fixed Rate Mortgage Loans.         21          $9,034,410           3.20%
No Stated Margin..........          1             174,312           0.06
0.01% to 0.99%............          0                   0           0.00
1.00% to 1.99%............          0                   0           0.00
2.00% to 2.99%............        417         252,603,356          89.45
3.00% to 3.99%............         67          19,783,933           7.01
4.00% or more.............         10             806,891           0.29
                                  ---        ------------         ------
         Total............        516        $282,402,902         100.00%
                                  ===        ============         ====== 
Weighted Average
Margin is ................                      2.69%

- ----------

*    Excludes Fixed Rate Mortgage Loans.

<PAGE>

                Margins of Mortgage Loans in Southern California

                                   Commercial
                                                             Percentage of
                                                             Southern
                                                             California
                                                             Multifamily by
                                           Aggregate         Aggregate
                            Number of      Scheduled         Scheduled
                            Mortgage       Principal         Principal
                            Loans as of    Balance as of     Balance as of
                            September 1,   September 1,      September 1,
               Margins      1966           1996              1996
               -------      ------------   -------------     -------------

Fixed Rate Mortgage Loans.          17        $3,881,593           4.12%
No Stated Margin..........           0                 0           0.00
0.01% to 0.99%............           2           621,616           0.66
1.00% to 1.99%............           2           416,898           0.44
2.00% to 2.99%............          88        63,676,694          67.63
3.00% to 3.99%............          52        20,138,320          21.39
4.00% or more.............          20         5,422,871           5.76
                                   ---       -----------         ------
         Total............         181       $94,157,992         100.00%
                                   ===       ===========         ====== 
Weighted Average
Margin is ................                      2.78%

- ----------

* Excludes Fixed Rate Mortgage Loans.



                Margins of Mortgage Loans in Southern California

                                      Total
                                      -----

                                                             Percentage of
                                                             Southern
                                                             California
                                                             Multifamily by
                                           Aggregate         Aggregate
                            Number of      Scheduled         Scheduled
                            Mortgage       Principal         Principal
                            Loans as of    Balance as of     Balance as of
                            September 1,   September 1,      September 1,
               Margins      1966           1996              1996
               -------      ------------   -------------     --------------
Fixed Rate Mortgage Loans.          38       $12,916,003           3.43%
No Stated Margin..........           1           174,312           0.05
0.01% to 0.99%............           2           621,616           0.17
1.00% to 1.99%............           2           416,898           0.11
2.00% to 2.99%............         505       316,280,050          83.99
3.00% to 3.99%............         119        39,922,253          10.60
4.00% or more.............          30         6,229,762           1.65
                                   ---      ------------         ------
         Total............         697      $376,560,894         100.00%
                                   ===      ============         ====== 
Weighted Average
Margin is ................                     2.71%

- ----------

*    Excludes Fixed Rate Mortgage Loans.



             Maximum Rates of Mortgage Loans in Southern California

                                   Multifamily
                                   -----------

                                                             Percentage of
                                                             Southern
                                                             California
                                                             Multifamily by
                                           Aggregate         Aggregate
                            Number of      Scheduled         Scheduled
                            Mortgage       Principal         Principal
                            Loans as of    Balance as of     Balance as of
                            September 1,   September 1,      September 1,
      Maximum Rates         1966           1996              1996
      -------------         ------------   -------------     --------------

Fixed Rate Mortgage Loans....        21         $9,034,410        3.20%
No Maximum Rate..............        10          5,590,944        1.98
Less than 11.99%.............         5          1,797,605        0.64
12.00% to 12.99%.............        19          9,966,166        3.53
13.00% to 13.99%.............        25         24,217,215        8.58
14.00% to 14.99%.............       361        207,319,570       73.41
15.00% to 15.99%.............        53         18,862,900        6.68
16.00% to 16.99%.............        12          2,517,960        0.89
17.00% to 17.99%.............         4          1,417,443        0.50
18.00% to 18.99%.............         4          1,427,362        0.51
19.00% to 19.99%.............         2            251,328        0.09
                                    ---       ------------      ------
         Total...............       516       $282,402,902      100.00%
                                    ===       ============      ====== 
Weighted Average Maximum
Interest Rate is.............                   14.35%

- ----------

*    Excludes ARMs with no Maximum Rate and Fixed Rate Mortgage Loans.

<PAGE>

             Maximum Rates of Mortgage Loans in Southern California

                                   Commercial
                                   ----------
                                                             Percentage of
                                                             Southern
                                                             California
                                                             Multifamily by
                                           Aggregate         Aggregate
                            Number of      Scheduled         Scheduled
                            Mortgage       Principal         Principal
                            Loans as of    Balance as of     Balance as of
                            September 1,   September 1,      September 1,
      Maximum Rates         1966           1996              1996
      -------------         ------------   -------------     -------------
Fixed Rate Mortgage Loans..       17        $3,881,593             4.12%
No Maximum Rate............       10         3,196,768             3.40
Less than 11.99%...........        0                 0             0.00
12.00% to 12.99%...........        6         2,842,360             3.02
13.00% to 13.99%...........        2         1,502,731             1.60
14.00% to 14.99%...........       52        46,197,049            49.06
15.00% to 15.99%...........       27        11,696,118            12.42
16.00% to 16.99%...........       32        14,163,918            15.04
17.00% to 17.99%...........       30         9,891,694            10.51
18.00% to 18.99%...........        5           785,761             0.83
19.00% to 19.99%...........        0                 0             0.00
                                 ---       -----------           ------
         Total.............      181       $94,157,992           100.00%
                                 ===       ===========           ====== 
Weighted Average Maximum
Interest Rate is...........                 15.31%

- ----------

*    Excludes ARMs with no Maximum Rate and Fixed Rate Mortgage Loans.

<PAGE>

             Maximum Rates of Mortgage Loans in Southern California

                                      Total
                                      -----


                                                             Percentage of
                                                             Southern
                                                             California
                                                             Multifamily by
                                           Aggregate         Aggregate
                            Number of      Scheduled         Scheduled
                            Mortgage       Principal         Principal
                            Loans as of    Balance as of     Balance as of
                            September 1,   September 1,      September 1,
      Maximum Rates         1966           1996              1996
      -------------         ------------   -------------     --------------

Fixed Rate Mortgage Loans...         38        $12,916,003            3.43%
No Maximum Rate.............         20          8,787,712            2.33
Less than 11.99%............          5          1,797,605            0.48
12.00% to 12.99%............         25         12,808,526            3.40
13.00% to 13.99%............         27         25,719,945            6.83
14.00% to 14.99%............        413        253,516,618           67.32
15.00% to 15.99%............         80         30,559,018            8.12
16.00% to 16.99%............         44         16,681,878            4.43
17.00% to 17.99%............         34         11,309,137            3.00
18.00% to 18.99%............          9          2,213,123            0.59
19.00% to 19.99%............          2            251,328            0.07
                                    ---       ------------          ------
         Total..............        697       $376,560,894          100.00%
                                    ===       ============          ====== 
Weighted Average Maximum
Interest Rate is............                     14.59%

- ----------

*    Excludes ARMs with no Maximum Rate and Fixed Rate Mortgage Loans.



          Floor Interest Rates of Mortgage Loans in Southern California

                                   Multifamily
                                   -----------
                                                             Percentage of
                                                             Southern
                                                             California
                                                             Multifamily by
                                           Aggregate         Aggregate
                            Number of      Scheduled         Scheduled
                            Mortgage       Principal         Principal
                            Loans as of    Balance as of     Balance as of
                            September 1,   September 1,      September 1,
Floor Interest Rates        1966           1996              1996
- ------------------          ------------   -------------     --------------
Fixed Rate Mortgage Loans...       21        $9,034,410          3.20%
No Minimum Rate.............       55        24,652,535          8.73
Less than 6.00%.............       45        26,773,215          9.48
 6.00% to  6.99%............       40        26,807,904          9.49
 7.00% to  7.99%............       73        42,968,567         15.22
 8.00% to  8.99%............      167        94,540,337         33.48
 9.00% to  9.99%............      115        57,625,934         20.41
10.00% to 10.99%............        0                 0          0.00
                                  ---      ------------        ------
         Total..............      516      $282,402,902        100.00%
                                  ===      ============        ====== 
Weighted Average Floor Interest
  Rate is*...................                   7.86%

- ----------

*    Excludes ARMs with no Floor Interest Rate and Fixed Rate Mortgage Loans.

<PAGE>

          Floor Interest Rates of Mortgage Loans in Southern California

                                   Commercial
                                   ----------
                                                             Percentage of
                                                             Southern
                                                             California
                                                             Multifamily by
                                           Aggregate         Aggregate
                            Number of      Scheduled         Scheduled
                            Mortgage       Principal         Principal
                            Loans as of    Balance as of     Balance as of
                            September 1,   September 1,      September 1,
Floor Interest Rates        1966           1996              1996
- ------------------          ------------   -------------     --------------
Fixed Rate Mortgage Loans.        17         $3,881,593           4.12%
No Minimum Rate...........        22          6,475,139           6.88
Less than 6.00%...........        45         35,189,987          37.37
 6.00% to  6.99%..........        36         20,292,684          21.55
 7.00% to  7.99%..........        48         20,041,386          21.28
 8.00% to  8.99%..........        12          6,938,759           7.37
 9.00% to  9.99%..........         0                  0           0.00
10.00% to 10.99%..........         1          1,338,443           1.42
                                 ---        -----------         ------
         Total............       181        $94,157,992         100.00%
                                 ===        ===========         ====== 
Weighted Average Floor Interest
  Rate is*....................                  6.32%

- ----------

*    Excludes ARMs with no Floor Interest Rate and Fixed Rate Mortgage Loans.



          Floor Interest Rates of Mortgage Loans in Southern California

                                      Total
                                      -----
                                                             Percentage of
                                                             Southern
                                                             California
                                                             Multifamily by
                                           Aggregate         Aggregate
                            Number of      Scheduled         Scheduled
                            Mortgage       Principal         Principal
                            Loans as of    Balance as of     Balance as of
                            September 1,   September 1,      September 1,
Floor Interest Rates        1966           1996              1996
- ------------------          ------------   -------------     --------------
Fixed Rate Mortgage Loans....    38         $12,916,003         3.43%
No Minimum Rate..............    77          31,127,674         8.27
Less than 6.00%..............    90          61,963,202        16.46
 6.00% to  6.99%.............    76          47,100,588        12.51
 7.00% to  7.99%.............   121          63,009,953        16.73
 8.00% to  8.99%.............   179         101,479,096        26.95
 9.00% to  9.99%.............   115          57,625,934        15.30
10.00% to 10.99%.............     1           1,338,443         0.36
                                ---        ------------       ------
         Total...............   697        $376,560,894       100.00%
                                ===        ============       ====== 
Weighted Average Floor Interest
  Rate is*.....................               7.47%

- ----------

*    Excludes ARMs with no Floor Interest Rate and Fixed Rate Mortgage Loans.

<PAGE>

                          Periodic Rate Adjustment Caps
                    of Mortgage Loans in Southern California

                                   Multifamily
                                   -----------
                                                             Percentage of
                                                             Southern
                                                             California
                                                             Multifamily by
                                           Aggregate         Aggregate
                            Number of      Scheduled         Scheduled
                            Mortgage       Principal         Principal
                            Loans as of    Balance as of     Balance as of
Periodic Rate               September 1,   September 1,      September 1,
Adjustment Caps             1966           1996              1996
- ---------------             ------------   -------------     --------------

Fixed Rate Mortgage Loans.         21          $9,034,410           3.20%
No Periodic Adjustment Cap        402         228,759,380          81.00
Less than 1.00%...........          9             914,771           0.32
1.00% to 1.99%............         82          43,366,421          15.36
2.00% to 2.99%............          2             327,920           0.12
4.00% or more.............          0                   0           0.00
                                  ---        ------------         ------
         Total............        516        $282,402,902         100.00%
                                  ===        ============         ====== 



                          Periodic Rate Adjustment Caps
                    of Mortgage Loans in Southern California

                                   Commercial
                                   ----------
                                                             Percentage of
                                                             Southern
                                                             California
                                                             Multifamily by
                                           Aggregate         Aggregate
                            Number of      Scheduled         Scheduled
                            Mortgage       Principal         Principal
                            Loans as of    Balance as of     Balance as of
Periodic Rate               September 1,   September 1,      September 1,
Adjustment Caps             1966           1996              1996
- ---------------             ------------   -------------     --------------
Fixed Rate Mortgage Loans.          17        $3,881,593             4.12%
No Periodic Adjustment Cap          88        63,427,379            67.36
Less than 1.00%...........           3         1,005,762             1.07
1.00% to 1.99%............          50        17,768,752            18.87
2.00% to 2.99%............           1            54,900             0.06
4.00% or more.............          22         8,019,605             8.52
                                   ---       -----------           ------
         Total............         181       $94,157,992           100.00%
                                   ===       ===========           ====== 

<PAGE>

                          Periodic Rate Adjustment Caps
                    of Mortgage Loans in Southern California

                                      Total
                                      -----
                                                             Percentage of
                                                             Southern
                                                             California
                                                             Multifamily by
                                           Aggregate         Aggregate
                            Number of      Scheduled         Scheduled
                            Mortgage       Principal         Principal
                            Loans as of    Balance as of     Balance as of
Periodic Rate               September 1,   September 1,      September 1,
Adjustment Caps             1966           1996              1996
- ---------------             ------------   -------------     --------------
Fixed Rate Mortgage Loans.          38       $12,916,003             3.43%
No Periodic Adjustment Cap         490       292,186,759            77.59
Less than 1.00%...........          12         1,920,533             0.51
1.00% to 1.99%............         132        61,135,173            16.24
2.00% to 2.99%............           3           382,820             0.10
4.00% or more.............          22         8,019,605             2.13
                                   ---      ------------           ------
         Total............         697      $376,560,894           100.00%
                                   ===      ============           ====== 



                          Interest Adjustment Frequency
                    of Mortgage Loans in Southern California

                                   Multifamily
                                   -----------
                                                             Percentage of
                                                             Southern
                                                             California
                                                             Multifamily by
                                           Aggregate         Aggregate
                            Number of      Scheduled         Scheduled
                            Mortgage       Principal         Principal
                            Loans as of    Balance as of     Balance as of
    Interest                September 1,   September 1,      September 1,
Adjustment Frequency        1966           1996              1996
- --------------------        ------------   -------------     -------------
Fixed Rate Mortgage Loans         21          $9,034,410           3.20%
Monthly..................        391         223,170,880          79.03
Quarterly................          7             312,465           0.11
Semi-Annually............         71          30,356,616          10.75
Annually.................         26          19,528,530           6.92
Three Years..............          0                   0           0.00
Adjusts with Index.......          0                   0           0.00
                                 ---        ------------         ------
         Total...........        516        $282,402,902         100.00%
                                 ===        ============         ====== 

<PAGE>

                          Interest Adjustment Frequency
                    of Mortgage Loans in Southern California

                                   Commercial
                                   ----------
                                                             Percentage of
                                                             Southern
                                                             California
                                                             Multifamily by
                                           Aggregate         Aggregate
                            Number of      Scheduled         Scheduled
                            Mortgage       Principal         Principal
                            Loans as of    Balance as of     Balance as of
    Interest                September 1,   September 1,      September 1,
Adjustment Frequency        1966           1996              1996
- --------------------        ------------   -------------     --------------

Fixed Rate Mortgage Loans          17        $3,881,593             4.12%
Monthly..................          67        55,220,280            58.65
Quarterly................           1         1,449,108             1.54
Semi-Annually............          87        30,738,311            32.65
Annually.................           6         2,397,946             2.55
Three Years..............           1            53,857             0.06
Adjusts with Index.......           2           416,898             0.44
                                  ---       -----------           ------
         Total...........         181       $94,157,992           100.00%
                                  ===       ===========           ====== 



                          Interest Adjustment Frequency
                    of Mortgage Loans in Southern California

                                      Total
                                      -----

                                                             Percentage of
                                                             Southern
                                                             California
                                                             Multifamily by
                                           Aggregate         Aggregate
                            Number of      Scheduled         Scheduled
                            Mortgage       Principal         Principal
                            Loans as of    Balance as of     Balance as of
    Interest                September 1,   September 1,      September 1,
Adjustment Frequency        1966           1996              1996
- --------------------        ------------   -------------     --------------
Fixed Rate Mortgage Loans          38       $12,916,003             3.43%
Monthly..................         458       278,391,159            73.93
Quarterly................           8         1,761,573             0.47
Semi-Annually............         158        61,094,927            16.22
Annually.................          32        21,926,476             5.82
Three Years..............           1            53,857             0.01
Adjusts with Index.......           2           416,898             0.11
                                  ---      ------------           ------
         Total...........         697      $376,560,894           100.00%
                                  ===      ============           ====== 

<PAGE>

                          Payment Adjustment Frequency
                    of Mortgage Loans in Southern California

                                   Multifamily
                                   -----------
                                                             Percentage of
                                                             Southern
                                                             California
                                                             Multifamily by
                                           Aggregate         Aggregate
                            Number of      Scheduled         Scheduled
                            Mortgage       Principal         Principal
                            Loans as of    Balance as of     Balance as of
    Payment                 September 1,   September 1,      September 1,
Adjustment Frequency        1966           1996              1996
- --------------------        ------------   -------------     --------------
Fixed Rate Mortgage Loans         21          $9,034,410           3.20%
Monthly..................          0                   0           0.00
Quarterly................          0                   0           0.00
Semi-Annually............         71          30,356,616          10.75
Annually.................        417         242,561,764          85.89
Three Years..............          0                   0           0.00
Five Years...............          7             450,112           0.16
Adjusts with Index.......          0                   0           0.00
                                 ---        ------------         ------
         Total...........        516        $282,402,902         100.00%
                                 ===        ============         ====== 



                          Payment Adjustment Frequency
                    of Mortgage Loans in Southern California

                                   Commercial
                                   ----------
                                                             Percentage of
                                                             Southern
                                                             California
                                                             Multifamily by
                                           Aggregate         Aggregate
                            Number of      Scheduled         Scheduled
                            Mortgage       Principal         Principal
                            Loans as of    Balance as of     Balance as of
    Payment                 September 1,   September 1,      September 1,
Adjustment Frequency        1966           1996              1996
- --------------------        ------------   -------------     --------------
Fixed Rate Mortgage Loans          17        $3,881,593             4.12%
Monthly..................           1           479,958             0.51
Quarterly................           1         1,449,108             1.54
Semi-Annually............          86        30,455,885            32.35
Annually.................          73        57,420,693            60.98
Three Years..............           1            53,857             0.06
Five Years...............           0                 0             0.00
Adjusts with Index.......           2           416,898             0.44
                                  ---       -----------           ------
         Total...........         181       $94,157,992           100.00%
                                  ===       ===========           ====== 

<PAGE>

                          Payment Adjustment Frequency
                    of Mortgage Loans in Southern California

                                      Total
                                      -----

                                                             Percentage of
                                                             Southern
                                                             California
                                                             Multifamily by
                                           Aggregate         Aggregate
                            Number of      Scheduled         Scheduled
                            Mortgage       Principal         Principal
                            Loans as of    Balance as of     Balance as of
    Payment                 September 1,   September 1,      September 1,
Adjustment Frequency        1966           1996              1996
- --------------------        ------------   -------------     --------------
Fixed Rate Mortgage Loans          38       $12,916,003             3.43%
Monthly..................           1           479,958             0.13
Quarterly................           1         1,449,108             0.38
Semi-Annually............         157        60,812,501            16.15
Annually.................         490       299,982,457            79.66
Three Years..............           1            53,857             0.01
Five Years...............           7           450,112             0.12
Adjusts with Index.......           2           416,898             0.11
                                  ---      ------------           ------
         Total...........         697      $376,560,894           100.00%
                                  ===      ============           ====== 



                                     Indexes
                    of Mortgage Loans in Southern California

                                   Multifamily
                                   -----------
                                                                   Percentage
                                                                   of Southern
                                                                   California
                                                                   Multifamily
                                                   Aggregate       by Aggregate
                                     Number of     Scheduled       Scheduled
                                     Mortgage      Principal       Principal
                                     Loans as of   Balance as of   Balance as
                                     September     September 1,    of September
                 Indexes             1, 1996       1996            1, 1996
                 -------             -----------   -------------   ------------
Fixed Rate Mortgage Loans...........       21          $9,034,410         3.20%
COFI-11th District Weighted Average.      195         100,397,628        35.55
COFI-Weighted Average CA Members            9             914,771         0.32
    of SF FHLB......................
FHLMC-30 Year Mortgage Commitment...        1             174,312         0.06
LIBOR-1 Month.......................      229         141,135,123        49.98
LIBOR-1 Year........................       15          11,006,945         3.90
LIBOR-6 Month.......................       37          19,119,535         6.77
PRIME-Citibank......................        0                   0         0.00
Treasury-1 Year Weekly Average......        1             149,854         0.05
Treasury-26 Week, Weekly Average....        1             157,859         0.06
Treasury-3 Year Weekly Average              0                   0         0.00
Treasury-6 Month Monthly Average....        0                   0         0.00
Treasury-91-Day T-Bill..............        7             312,465         0.11
                                          ---        ------------       ------
         Total......................      516        $282,402,902       100.00%
                                          ===        ============       ====== 

<PAGE>

                                     Indexes
                    of Mortgage Loans in Southern California

                                   Commercial
                                   ----------
                                                                   Percentage
                                                                   of Southern
                                                                   California
                                                                   Multifamily
                                                   Aggregate       by Aggregate
                                     Number of     Scheduled       Scheduled
                                     Mortgage      Principal       Principal
                                     Loans as of   Balance as of   Balance as
                                     September     September 1,    of September
                 Indexes             1, 1996       1996            1, 1996
                 -------             -----------   ----            ------------
Fixed Rate Mortgage Loans............        17      $3,881,593         4.12%
COFI-11th District Weighted Average..       142      83,322,975        88.49
COFI-Weighted Average CA Members             10       4,006,470         4.26
    of SF FHLB.......................
FHLMC-30 Year Mortgage Commitment....         0               0         0.00
LIBOR-1 Month........................         0               0         0.00
LIBOR-1 Year.........................         3       1,831,524         1.95
LIBOR-6 Month........................         0               0         0.00
PRIME-Citibank.......................         2         416,898         0.44
Treasury-1 Year Weekly Average.......         1          43,731         0.05
Treasury-26 Week, Weekly Average.....         3         251,219         0.27
Treasury-3 Year Weekly Average                1          53,857         0.06
Treasury-6 Month Monthly Average.....         2         349,725         0.37
Treasury-91-Day T-Bill...............         0               0         0.00
                                            ---     -----------       ------
         Total.......................       181     $94,157,992       100.00%
                                            ===     ===========       ====== 

<PAGE>

                                     Indexes
                    of Mortgage Loans in Southern California

                                      Total
                                      -----

                                                                   Percentage
                                                                   of Southern
                                                                   California
                                                                   Multifamily
                                                   Aggregate       by Aggregate
                                     Number of     Scheduled       Scheduled
                                     Mortgage      Principal       Principal
                                     Loans as of   Balance as of   Balance as
                                     September     September 1,    of September
                 Indexes             1, 1996       1996            1, 1996
                 -------             -----------   -------------   ------------
Fixed Rate Mortgage Loans............         38     $12,916,003        3.43%
COFI-11th District Weighted Average..        337     183,720,603       48.79
COFI-Weighted Average CA Members              19       4,921,240        1.31
    of SF FHLB.......................
FHLMC-30 Year Mortgage Commitment....          1         174,312        0.05
LIBOR-1 Month........................        229     141,135,123       37.48
LIBOR-1 Year.........................         18      12,838,469        3.41
LIBOR-6 Month........................         37      19,119,535        5.08
PRIME-Citibank.......................          2         416,898        0.11
Treasury-1 Year Weekly Average.......          2         193,585        0.05
Treasury-26 Week, Weekly Average.....          4         409,079        0.11
Treasury-3 Year Weekly Average                 1          53,857        0.01
Treasury-6 Month Monthly Average.....          2         349,725        0.09
Treasury-91-Day T-Bill...............          7         312,465        0.08
         --                                  ---    ------------      ------
         Total.......................        697    $376,560,894      100.00%
                                             ===    ============      ====== 

<PAGE>

                        Loans with Potential for Negative
                       Amortization in Southern California

                                   Multifamily
                                   -----------

                                                                   Percentage
                                                                   of Southern
                                                                   California
                                                                   Multifamily
                                                   Aggregate       by Aggregate
                                     Number of     Scheduled       Scheduled
                                     Mortgage      Principal       Principal
                                     Loans as of   Balance as of   Balance as
                                     September     September 1,    of September
  Negative Amortization              1, 1996       1996            1, 1996
  ----------------------             -----------   -------------   ------------
No Negative Amortization                  114        $52,563,950        18.61%
Negative Amortization...                  402        229,838,952        81.39
                                          ---       ------------       ------
         Total..........                  516       $282,402,902       100.00%
                                          ===       ============       ====== 



                        Loans with Potential for Negative
                       Amortization in Southern California

                                   Commercial
                                   ----------
                                                                   Percentage
                                                                   of Southern
                                                                   California
                                                                   Multifamily
                                                   Aggregate       by Aggregate
                                     Number of     Scheduled       Scheduled
                                     Mortgage      Principal       Principal
                                     Loans as of   Balance as of   Balance as
                                     September     September 1,    of September
  Negative Amortization              1, 1996       1996            1, 1996
  ----------------------             -----------   -------------   ------------
No Negative Amortization                  112      $37,242,535        39.55%
Negative Amortization...                   69       56,915,457        60.45
                                          ---      -----------       ------
         Total..........                  181      $94,157,992       100.00%
                                          ===      ===========       ====== 



                        Loans with Potential for Negative
                       Amortization in Southern California

                                      Total
                                      -----

                                                                   Percentage
                                                                   of Southern
                                                                   California
                                                                   Multifamily
                                                   Aggregate       by Aggregate
                                     Number of     Scheduled       Scheduled
                                     Mortgage      Principal       Principal
                                     Loans as of   Balance as of   Balance as
                                     September     September 1,    of September
  Negative Amortization              1, 1996       1996            1, 1996
  ----------------------             -----------   -------------   ------------
No Negative Amortization                 226         $89,806,486        23.85%
Negative Amortization...                 471         286,754,408        76.15
                                         ---        ------------       ------
         Total..........                 697        $376,560,894       100.00%
                                         ===        ============       ====== 

<PAGE>

                 Loans-to-Facilitate and Modified Mortgage Loans
                             in Southern California

                                   Multifamily
                                   -----------
                                                                   Percentage
                                                                   of Southern
                                                                   California
                                                                   Multifamily
                                                   Aggregate       by Aggregate
                                     Number of     Scheduled       Scheduled
                                     Mortgage      Principal       Principal
                                     Loans as of   Balance as of   Balance as
  Loans to Facilitate and            September     September 1,    of September
  Modified Mortgage Loans            1, 1996       1996            1, 1996
  -----------------------            -----------   -------------   ------------
Loans-to-Facilitate
(Seller-Originated
  Loans)(1).......................           4        $5,028,967        1.78%
Loans-to-Facilitate (Non-RTC)(2)..          16        14,125,021        5.00
Modified Mortgage Loans(3)........          25        16,732,558        5.93
Not Applicable....................         471       246,516,356       87.29
                                           ---      ------------     -------
         Total....................         516      $282,402,902     100.00%
                                           ===      ============     ====== 

- ----------

(1)  Loans originated by an RTC institution to facilitate the sale of REO.

(2)  Loans originated by a non-RTC institution to facilitate the sale of REO.

(3)  Loans which the Seller believed had substantially  modified terms as of the
     Underlying Cut-Off Date due to default,  reasonable  likelihood of default,
     workout or other credit related reasons.



                 Loans-to-Facilitate and Modified Mortgage Loans
                             in Southern California

                                   Commercial
                                   ----------
                                                                   Percentage
                                                                   of Southern
                                                                   California
                                                                   Multifamily
                                                   Aggregate       by Aggregate
                                     Number of     Scheduled       Scheduled
                                     Mortgage      Principal       Principal
                                     Loans as of   Balance as of   Balance as
  Loans to Facilitate and            September     September 1,    of September
  Modified Mortgage Loans            1, 1996       1996            1, 1996
  -----------------------            -----------   -------------   ------------
Loans-to-Facilitate
  Seller-Originated Loans)(1).....           4        $1,853,334         1.97%
Loans-to-Facilitate (Non-RTC)(2)..           1         1,415,941         1.50
Modified Mortgage Loans(3)........          14         3,741,648         3.97
Not Applicable....................         162        87,147,070        92.55
                                           ---       -----------       ------
         Total....................         181       $94,157,992       100.00%
                                           ===       ===========       ====== 

- ----------

(1)  Loans originated by an RTC institution to facilitate the sale of REO.

(2)  Loans originated by a non-RTC institution to facilitate the sale of REO.

(3)  Loans which the Seller believed had substantially  modified terms as of the
     Underlying Cut-Off Date due to default,  reasonable  likelihood of default,
     workout or other credit related reasons.

<PAGE>

                 Loans-to-Facilitate and Modified Mortgage Loans
                             in Southern California

                                      Total
                                      -----
                                                                   Percentage
                                                                   of Southern
                                                                   California
                                                                   Multifamily
                                                   Aggregate       by Aggregate
                                     Number of     Scheduled       Scheduled
                                     Mortgage      Principal       Principal
                                     Loans as of   Balance as of   Balance as
  Loans to Facilitate and            September     September 1,    of September
  Modified Mortgage Loans            1, 1996       1996            1, 1996
  -----------------------            -----------   -------------   ------------
Loans-to-Facilitate
  (Seller-Originated Loans)(1)...            8        $6,882,301       1.83%
Loans-to-Facilitate (Non-RTC)(2).           17        15,540,962       4.13
Modified Mortgage Loans(3).......           39        20,474,206       5.44
Not Applicable...................          633       333,663,426      88.61
                                           ---      ------------     ------
         Total...................          697      $376,560,894     100.00%
                                           ===      ============     ====== 
- ----------

(1)  Loans originated by an RTC institution to facilitate the sale of REO.

(2)  Loans originated by a non-RTC institution to facilitate the sale of REO.

(3)  Loans which the Seller believed had substantially  modified terms as of the
     Underlying Cut-Off Date due to default,  reasonable  likelihood of default,
     workout or other credit related reasons.

<PAGE>

                                                                     Exhibit G


       Available Debt Service Coverage Ratios(1)

                                                Aggregate        Percentage of
                                                Scheduled        Mortgage Loan
                             Number of      Principal Balance       Group by
      Debt Service        Mortgage Loans       Outstanding         Aggregate
        Coverage               As of              As of            Scheduled
     Ratios(1)(2)(3)     September 1, 1996  September 1, 1996  Principal Balance
     ---------------     -----------------  -----------------  -----------------
Group 1 Mortgage Loans
0.00x to 0.50x.........            4           $2,439,842               1.33%
0.51x to 0.75x.........           11            9,725,971               5.29
0.76x to 1.00x.........           35           27,491,305              14.96
1.01x to 1.25x.........           26           18,250,731               9.93
1.26x to 1.50x.........           25           12,478,209               6.79
1.51x to 2.00x.........           26            7,522,040               4.09
2.01x to 3.00x.........            9            5,376,862               2.93
3.01x or more..........            2              336,934               0.18
Not Available..........          184          100,144,939              54.50
                                 ---          -----------              -----
          Total........          322         $183,766,834             100.00%
                                 ===         ============             ====== 



                                               Aggregate        Percentage of
                                                Scheduled        Mortgage Loan
                             Number of      Principal Balance       Group by
      Debt Service        Mortgage Loans       Outstanding         Aggregate
        Coverage               As of              As of            Scheduled
     Ratios(1)(2)(3)     September 1, 1996  September 1, 1996  Principal Balance
     ---------------     -----------------  -----------------  -----------------
    Group 2 Mortgage Loans
    0.00x to 0.50x.........            3            $1,184,018         0.53%
    0.51x to 0.75x.........           11            10,602,103         4.70
    0.76x to 1.00x.........           26            15,263,999         6.77
    1.01x to 1.25x.........           37            27,417,162        12.16
    1.26x to 1.50x.........           20            25,658,244        11.38
    1.51x to 2.00x.........           21            15,468,535         6.86
    2.01x to 3.00x.........            9             7,944,045         3.52
    3.01x or more..........            4             2,058,259         0.91
    Not Available..........          279           119,926,477        53.18
                                     ---           -----------        -----
              Total........          410          $225,522,842       100.00%
                                     ===          ============       ====== 
- ----------

(1)  The debt service  coverage  ratio of a Mortgage Loan is the ratio of annual
     net operating income generated by the Mortgaged Property,  (or, for certain
     owner  occupied   properties,   the  earnings   before   interest,   taxes,
     depreciation and  amortization)  ("NOI") before payment of any debt service
     on the Mortgage Loan, to the annual debt service on such Mortgage Loan. NOI
     relating to each Mortgaged Property was not available to the Depositor, and
     therefore the Depositor  based its  calculations  of debt service  coverage
     ratio  on  the  amount  of  NOI  for  each  Mortgaged  Property  for  which
     calculation  was made as of the Underlying  Cut-Off Date or such other date
     as was used by the RTC in the Underlying Transaction.

(2)  The calculation of the debt service  coverage ratios set forth in the table
     was based upon the ratio of NOI,  derived by the RTC from information for a
     12-month period ending December, 1992 or later (or, if less than a 12-month
     period was  available,  at least a 9-month  period  ending  April,  1993 or
     later)  to,  generally,  the  annualized  Monthly  Payment  in effect as of
     September 1, 1996.

(3)  The data are derived from  operating  statements  provided by the Borrowers
     adjusted in some instances as described in the Underlying Prospectus.

<PAGE>

                                                  Aggregate        Percentage of
                                                  Scheduled        Mortgage Loan
                               Number of      Principal Balance       Group by
        Debt Service        Mortgage Loans       Outstanding         Aggregate
          Coverage               As of              As of            Scheduled
     Ratios(1)(2)(3)     September 1, 1996  September 1, 1996  Principal Balance
     ---------------     -----------------  -----------------  -----------------
  Group 3 Mortgage Loans
  0.00x to 0.50x.........            2              $568,665              0.28%
  0.51x to 0.75x.........            8             3,813,824              1.86
  0.76x to 1.00x.........           11             6,631,172              3.23
  1.01x to 1.25x.........           15            16,063,170              7.81
  1.26x to 1.50x.........           15            14,479,892              7.04
  1.51x to 2.00x.........           22            26,119,450             12.70
  2.01x to 3.00x.........           15             6,997,812              3.40
  3.01x or more..........           25             8,149,375              3.96
  Not Available..........          366           122,766,649             59.71
                                   ---           -----------             -----
            Total........          479          $205,590,009            100.00%
                                   ===          ============            ====== 



                                               Aggregate        Percentage of
                                                Scheduled        Mortgage Loan
                             Number of      Principal Balance       Group by
      Debt Service        Mortgage Loans       Outstanding         Aggregate
        Coverage               As of              As of            Scheduled
     Ratios(1)(2)(3)     September 1, 1996  September 1, 1996  Principal Balance
     ---------------     -----------------  -----------------  -----------------
  Group 4 Mortgage Loans
  0.00x to 0.50x.........         13             $22,582,150             8.55%
  0.51x to 0.75x.........          7               7,989,683             3.02
  0.76x to 1.00x.........         11              17,597,431             6.66
  1.01x to 1.25x.........         12               8,959,984             3.39
  1.26x to 1.50x.........         14              19,560,031             7.40
  1.51x to 2.00x.........         22              25,767,465             9.75
  2.01x to 3.00x.........         12              16,333,277             6.18
  3.01x or more..........         12               7,692,555             2.91
  Not Available..........         372            137,784,044            52.14
                                  ---            -----------            -----
            Total........         475           $264,266,621           100.00%
                                  ===           ============           ====== 
- ----------

(1)  The debt service  coverage  ratio of a Mortgage Loan is the ratio of annual
     net operating income generated by the Mortgaged Property,  (or, for certain
     owner  occupied   properties,   the  earnings   before   interest,   taxes,
     depreciation and  amortization)  ("NOI") before payment of any debt service
     on the Mortgage Loan, to the annual debt service on such Mortgage Loan. NOI
     relating to each Mortgaged Property was not available to the Depositor, and
     therefore the Depositor  based its  calculations  of debt service  coverage
     ratio  on  the  amount  of  NOI  for  each  Mortgaged  Property  for  which
     calculation  was made as of the Underlying  Cut-Off Date or such other date
     as was used by the RTC in the Underlying Transaction.

(2)  The calculation of the debt service  coverage ratios set forth in the table
     was based upon the ratio of NOI,  derived by the RTC from information for a
     12-month period ending December, 1992 or later (or, if less than a 12-month
     period was  available,  at least a 9-month  period  ending  April,  1993 or
     later)  to,  generally,  the  annualized  Monthly  Payment  in effect as of
     September 1, 1996.

(3)  The data are derived from  operating  statements  provided by the Borrowers
     adjusted in some instances as described in the Underlying Prospectus.

<PAGE>

                    Available Debt Service Coverage Ratio(1)
                              for the Mortgage Pool

                                          Aggregate
                                          Scheduled        Percentage of
                       Number of      Principal Balance    Mortgage Pool
    Debt Service    Mortgage Loans       Outstanding        by Aggregate
      Coverage           As of              As of            Scheduled
   Ratios(1)(2)(3) September 1, 1996  September 1, 1996  Principal Balance
   --------------- -----------------  -----------------  -----------------
   0.00x to 0.50x           22           $26,774,674             3.05%
   0.51x to 0.75x           37            32,131,582             3.65
   0.76x to 1.00x           83            66,983,906             7.62
   1.01x to 1.25x           90            70,691,047             8.04
   1.26x to 1.50x           74            72,176,376             8.21
   1.51x to 2.00x           91            74,877,490             8.52
   2.01x to 3.00x           45            36,651,996             4.17
   3.01x or more.           43            18,237,124             2.07
   Not Available.        1,201           480,622,109            54.67
   --------------        -----           -----------            -----
     Total.......        1,686          $879,146,305           100.00%
                         =====          ============           ====== 

- ----------

(1)  The debt service  coverage  ratio of a Mortgage Loan is the ratio of annual
     net operating income generated by the Mortgaged Property,  (or, for certain
     owner  occupied   properties,   the  earnings   before   interest,   taxes,
     depreciation and  amortization)  ("NOI") before payment of any debt service
     on the Mortgage Loan, to the annual debt service on such Mortgage Loan. NOI
     relating to each Mortgaged Property was not available to the Depositor, and
     therefore the Depositor  based its  calculations  of debt service  coverage
     ratio  on  the  amount  of  NOI  for  each  Mortgaged  Property  for  which
     calculation  was made as of the Underlying  Cut-Off Date or such other date
     as was used by the RTC in the Underlying Transaction.

(2)  The calculation of the debt service  coverage ratios set forth in the table
     was based upon the ratio of NOI,  derived by the RTC from information for a
     12-month period ending December, 1992 or later (or, if less than a 12-month
     period was  available,  at least a 9-month  period  ending  April,  1993 or
     later)  to,  generally,  the  annualized  Monthly  Payment  in effect as of
     September 1, 1996.

(3)  The data are derived from  operating  statements  provided by the Borrowers
     adjusted in some instances as described in the Underlying Prospectus.

<PAGE>

                    Available Debt Service Coverage Ratio(1)
                    for Mortgage Loans in Southern California

                                   Multifamily
                                   -----------
                                                           Percentage of
                                                           Southern
                                                           California
                                                           Multifamily by
                                          Aggregate        Aggregate
                          Number of       Scheduled        Scheduled
                          Mortgage        Principal        Principal
                          Loans as of     Balance as of    Balance as of
Debt Service Coverage     September 1,    September 1,     September 1,
   Ratios (1)(2)(3)       1996            1996             1996
   ----------------       ------------    -------------    --------------

0.00x to 0.50x....            6              3,072,649          1.09
0.51x to 0.75x....           18             15,318,949          5.42
0.76x to 1.00x....           50             28,202,146          9.99
1.01x to 1.25x....           54             41,643,011         14.75
1.26x to 1.50x....           42             33,088,549         11.72
1.51x to 2.00x....           34             10,610,568          3.76
2.01x to 3.00x....           14              3,470,705          1.23
3.01x or more.....           11              2,164,494          0.77
Not Available.....          287            144,831,832         51.29
                            ---            -----------         -----
         Total....          516           $282,402,902        100.00%
                            ===           ============        ====== 
- ----------

(1)  The debt service  coverage  ratio of a Mortgage Loan is the ratio of annual
     net operating income generated by the Mortgaged Property,  (or, for certain
     owner  occupied   properties,   the  earnings   before   interest,   taxes,
     depreciation and  amortization)  ("NOI") before payment of any debt service
     on the Mortgage Loan, to the annual debt service on such Mortgage Loan. NOI
     relating to each Mortgaged Property was not available to the Depositor, and
     therefore the Depositor  based its  calculations  of debt service  coverage
     ratio  on  the  amount  of  NOI  for  each  Mortgaged  Property  for  which
     calculation  was made as of the Underlying  Cut-Off Date or such other date
     as was used by the RTC in the Underlying Transaction.

(2)  The calculation of the debt service  coverage ratios set forth in the table
     was based upon the ratio of NOI,  derived by the RTC from information for a
     12-month period ending December, 1992 or later (or, if less than a 12-month
     period was  available,  at least a 9-month  period  ending  April,  1993 or
     later)  to,  generally,  the  annualized  Monthly  Payment  in effect as of
     September 1, 1996.

(3)  The data are derived from  operating  statements  provided by the Borrowers
     adjusted in some instances as described in the Underlying Prospectus.

<PAGE>

                    Available Debt Service Coverage Ratio(1)
                    for Mortgage Loans in Southern California

                                   Commercial
                                   ----------
                                                           Percentage of
                                                           Southern
                                                           California
                                                           Multifamily by
                                          Aggregate        Aggregate
                          Number of       Scheduled        Scheduled
                          Mortgage        Principal        Principal
                          Loans as of     Balance as of    Balance as of
Debt Service Coverage     September 1,    September 1,     September 1,
   Ratios (1)(2)(3)       1996            1996             1996
   ----------------       ------------    -------------    --------------
0.00x to 0.50x....            1               279,749         0.30
0.51x to 0.75x....            6             2,587,267         2.75
0.76x to 1.00x....            5             3,116,013         3.31
1.01x to 1.25x....           11             5,693,020         6.05
1.26x to 1.50x....           11             5,246,546         5.57
1.51x to 2.00x....           12            15,802,844        16.78
2.01x to 3.00x....           11             5,401,985         5.74
3.01x or more.....           11             4,046,770         4.30
Not Available.....          113            51,983,797        55.21
                            ---            ----------        -----
         Total....          181           $94,157,992       100.00%
                            ===           ===========       ====== 

- ----------

(1)  The debt service  coverage  ratio of a Mortgage Loan is the ratio of annual
     net operating income generated by the Mortgaged Property,  (or, for certain
     owner  occupied   properties,   the  earnings   before   interest,   taxes,
     depreciation and  amortization)  ("NOI") before payment of any debt service
     on the Mortgage Loan, to the annual debt service on such Mortgage Loan. NOI
     relating to each Mortgaged Property was not available to the Depositor, and
     therefore the Depositor  based its  calculations  of debt service  coverage
     ratio  on  the  amount  of  NOI  for  each  Mortgaged  Property  for  which
     calculation  was made as of the Underlying  Cut-Off Date or such other date
     as was used by the RTC in the Underlying Transaction.

(2)  The calculation of the debt service  coverage ratios set forth in the table
     was based upon the ratio of NOI,  derived by the RTC from information for a
     12-month period ending December, 1992 or later (or, if less than a 12-month
     period was  available,  at least a 9-month  period  ending  April,  1993 or
     later)  to,  generally,  the  annualized  Monthly  Payment  in effect as of
     September 1, 1996.

(3)  The data are derived from  operating  statements  provided by the Borrowers
     adjusted in some instances as described in the Underlying Prospectus.

<PAGE>

                    Available Debt Service Coverage Ratio(1)
                    for Mortgage Loans in Southern California

                                      Total
                                      -----

                                                           Percentage of
                                                           Southern
                                                           California
                                                           Multifamily by
                                          Aggregate        Aggregate
                          Number of       Scheduled        Scheduled
                          Mortgage        Principal        Principal
                          Loans as of     Balance as of    Balance as of
Debt Service Coverage     September 1,    September 1,     September 1,
   Ratios (1)(2)(3)       1996            1996             1996
   ----------------       ------------    -------------    --------------

0.00x to 0.50x....          7               3,352,399        0.89%
0.51x to 0.75x....         24              17,906,216        4.76
0.76x to 1.00x....         55              31,318,159        8.32
1.01x to 1.25x....         65              47,336,030       12.57
1.26x to 1.50x....         53              38,335,095       10.18
1.51x to 2.00x....         46              26,413,413        7.01
2.01x to 3.00x....         25               8,872,690        2.36
3.01x or more.....         22               6,211,264        1.65
Not Available.....        400             196,815,629       52.27
                          ---             -----------       -----
         Total....        697            $376,560,894      100.00%
                          ===            ============      ====== 
- ----------

(1)  The debt service  coverage  ratio of a Mortgage Loan is the ratio of annual
     net operating income generated by the Mortgaged Property,  (or, for certain
     owner  occupied   properties,   the  earnings   before   interest,   taxes,
     depreciation and  amortization)  ("NOI") before payment of any debt service
     on the Mortgage Loan, to the annual debt service on such Mortgage Loan. NOI
     relating to each Mortgaged Property was not available to the Depositor, and
     therefore the Depositor  based its  calculations  of debt service  coverage
     ratio  on  the  amount  of  NOI  for  each  Mortgaged  Property  for  which
     calculation  was made as of the Underlying  Cut-Off Date or such other date
     as was used by the RTC in the Underlying Transaction.

(2)  The calculation of the debt service  coverage ratios set forth in the table
     was based upon the ratio of NOI,  derived by the RTC from information for a
     12-month period ending December, 1992 or later (or, if less than a 12-month
     period was  available,  at least a 9-month  period  ending  April,  1993 or
     later)  to,  generally,  the  annualized  Monthly  Payment  in effect as of
     September 1, 1996.

(3)  The data are derived from  operating  statements  provided by the Borrowers
     adjusted in some instances as described in the Underlying Prospectus.

<PAGE>

                                                                     Exhibit H


          CHARACTERISTICS OF THE 50 LARGEST MULTIFAMILY MORTGAGE LOANS
                         IN MORTGAGE LOAN GROUPS 1 AND 2


                            Property
      City          State   Type           Index
      ----          -----   --------       -----

Mortgage Loan 
Group 1

WALNUT CREEK        CA      Multi-Family   COFI-11th Dist
FONTANA             CA      Multi-Family   COFI-11th Dist
CAMPBELL            CA      Multi-Family   COFI-11th Dist
SAN FRANCISCO       CA      Multi-Family   COFI-11th Dist
MIAMI               FL      Multi-Family   COFI-11th Dist
LOS ANGELES         CA      Multi-Family   LIBOR-1 Year
TUSTIN              CA      Multi-Family   LIBOR-1 Month
COVINA              CA      Multi-Family   LIBOR-1 Month
FONTANA             CA      Multi-Family   COFI-11th Dist
LOS ANGELES         CA      Multi-Family   COFI-11th Dist
LOS ANGELES         CA      Multi-Family   COFI-11th Dist
TORRANCE            CA      Multi-Family   COFI-11th Dist
VAN NUYS            CA      Multi-Family   LIBOR-6 Month
GARDEN GROVE        CA      Multi-Family   LIBOR-1 Month
SANTA ANNA          CA      Multi-Family   LIBOR-1 Year
LOS ANGELES         CA      Multi-Family   LIBOR-1 Month
ARCADIA             CA      Multi-Family   LIBOR-1 Month
NEWPORT BEACH       CA      Multi-Family   COFI-11th Dist
WAYNE               NJ      Multi-Family   Prime-Citibank
LOS ANGELES         CA      Multi-Family   COFI-11th Dist

Mortgage Loan Group 1             20 Loans

- ----------
(1)  Original  balance is the Mortgage Loan amount at the time the Mortgage Loan
     was originated.

(2)  Original loan to value is the original  balance (not  modified)  divided by
     the original appraised value.

(3)  The ratio of  Current  Loan  Balance-to-Original  Value was  calculated  by
     multiplying  the  ratio of  Original  Loan  Balance-to-Original  Value by a
     fraction, the numerator of which is the current principal balance as of the
     Cut-Off  Date and the  denominator  of which is the balance of the Mortgage
     Loan as of its origination.

(4)  The calculation of the debt service  coverage ratios set forth in the table
     was based upon the ratio of NOI,  derived from  information  for a 12 month
     period ending  December  1992 or later (or, if less than a 12-month  period
     was  available,  at least a 9-month  period  ending  April  1993 or later),
     unless  otherwise  indicated  divided by the annualized  monthly payment in
     effect as of September 1, 1996.

(5)  Information not available.

(6)  No negative amortization amount is permitted.

(7)  The mortgage loan had a period of interest only payments prior to the start
     of the amortization period.

(8)  Original LTV based on the purchase price is 85.00%.

(9)  Interest only Mortgage Loan.

(10) Without giving effect to any modification or extension of maturity date.

(11) Without  giving  effect to the  Maturity  Date  Extension  Assumptions  For
     Matured Performing Mortgage Loans described herein.

(12) Calculated by the Depositor based on the Paid-to-Date  information provided
     by the Master Servicer.

<PAGE>

                            Current               Original
                            Mortgage   Original   Amort
                            Interest   Term       Term          Maturity
      City          State   Rate       (Months)   (10(Months)   Date(11)
      ----          -----   ----       --------   -----------   --------

Mortgage Loan 
Group 1

WALNUT CREEK        CA      7.124%     120        360           1998-03-01
FONTANA             CA      7.025      61           0(9)        1997-07-31
CAMPBELL            CA      7.124      360        360           2018-12-01
SAN FRANCISCO       CA      7.125      360        360           2017-11-01
MIAMI               FL      7.275      115        360           1999-11-01
LOS ANGELES         CA      8.375      180        360           2024-06-01
TUSTIN              CA      8.250      180        360           2007-04-01
COVINA              CA      8.188      163        343           2022-04-01
FONTANA             CA      7.500      180        360           2002-04-01
LOS ANGELES         CA      7.125      360        360           2019-01-01
LOS ANGELES         CA      7.073      120        360           2002-11-30
TORRANCE            CA      7.125      360        360           2017-10-01
VAN NUYS            CA      8.125      360        360           2021-09-01
GARDEN GROVE        CA      8.188      180        360           2007-04-01
SANTA ANNA          CA      8.000      84         360           2000-03-01
LOS ANGELES         CA      8.188      180        360           2022-03-01
ARCADIA             CA      8.188      180        360           2022-04-01
NEWPORT BEACH       CA      7.125      360        360           2018-09-01
WAYNE               NJ      9.250      31         178           1995-11-01
LOS ANGELES         CA      7.750      360        360           2019-04-01

- ----------
(1)  Original  balance is the Mortgage Loan amount at the time the Mortgage Loan
     was originated.

(2)  Original loan to value is the original  balance (not  modified)  divided by
     the original appraised value.

(3)  The ratio of  Current  Loan  Balance-to-Original  Value was  calculated  by
     multiplying  the  ratio of  Original  Loan  Balance-to-Original  Value by a
     fraction, the numerator of which is the current principal balance as of the
     Cut-Off  Date and the  denominator  of which is the balance of the Mortgage
     Loan as of its origination.

(4)  The calculation of the debt service  coverage ratios set forth in the table
     was based upon the ratio of NOI,  derived from  information  for a 12 month
     period ending  December  1992 or later (or, if less than a 12-month  period
     was  available,  at least a 9-month  period  ending  April  1993 or later),
     unless  otherwise  indicated  divided by the annualized  monthly payment in
     effect as of September 1, 1996.

(5)  Information not available.

(6)  No negative amortization amount is permitted.

(7)  The mortgage loan had a period of interest only payments prior to the start
     of the amortization period.

(8)  Original LTV based on the purchase price is 85.00%.

(9)  Interest only Mortgage Loan.

(10) Without giving effect to any modification or extension of maturity date.

(11) Without  giving  effect to the  Maturity  Date  Extension  Assumptions  For
     Matured Performing Mortgage Loans described herein.

(12) Calculated by the Depositor based on the Paid-to-Date  information provided
     by the Master Servicer.

<PAGE>

                                         September
                                         1, 1996
                                         Scheduled
                            Original     Principal    Original
      City          State   Balance(1)   Balance      LTV(2) 
      ----          -----   ----------   ---------    ------ 

Mortgage Loan 
Group 1

WALNUT CREEK        CA      $7,000,000   $6,355,089   71.25%
FONTANA             CA       5,715,000    4,946,307   75.80
CAMPBELL            CA       5,375,000    4,843,554   76.80
SAN FRANCISCO       CA       5,000,000    4,470,135   67.60
MIAMI               FL       4,004,000    3,938,694   56.39
LOS ANGELES         CA       6,450,000    3,327,238   75.00
TUSTIN              CA       3,338,000    3,199,009   53.00
COVINA              CA       3,200,000    3,054,239   80.00
FONTANA             CA       3,300,000    2,951,906   78.95
LOS ANGELES         CA       3,000,000    2,883,497   66.30
LOS ANGELES         CA       3,000,000    2,879,502   70.50
TORRANCE            CA       2,400,000    2,189,490   75.00
VAN NUYS            CA       2,025,000    1,915,138   75.00
GARDEN GROVE        CA       1,905,000    1,827,431   73.30
SANTA ANNA          CA       3,200,000    1,794,776   75.29
LOS ANGELES         CA       1,850,000    1,771,350   62.00
ARCADIA             CA       1,800,000    1,723,402   66.67
NEWPORT BEACH       CA       1,740,000    1,627,970   71.31
WAYNE               NJ       2,577,547    1,576,310   68.14
LOS ANGELES         CA       1,700,000    1,575,123   69.00

Mortgage Loan Group 1
          Totals:                     $58,850,159

- ----------

(1)  Original  balance is the Mortgage Loan amount at the time the Mortgage Loan
     was originated.

(2)  Original loan to value is the original  balance (not  modified)  divided by
     the original appraised value.

(3)  The ratio of  Current  Loan  Balance-to-Original  Value was  calculated  by
     multiplying  the  ratio of  Original  Loan  Balance-to-Original  Value by a
     fraction, the numerator of which is the current principal balance as of the
     Cut-Off  Date and the  denominator  of which is the balance of the Mortgage
     Loan as of its origination.

(4)  The calculation of the debt service  coverage ratios set forth in the table
     was based upon the ratio of NOI,  derived from  information  for a 12 month
     period ending  December  1992 or later (or, if less than a 12-month  period
     was  available,  at least a 9-month  period  ending  April  1993 or later),
     unless  otherwise  indicated  divided by the annualized  monthly payment in
     effect as of September 1, 1996.

(5)  Information not available.

(6)  No negative amortization amount is permitted.

(7)  The mortgage loan had a period of interest only payments prior to the start
     of the amortization period.

(8)  Original LTV based on the purchase price is 85.00%.

(9)  Interest only Mortgage Loan.

(10) Without giving effect to any modification or extension of maturity date.

(11) Without  giving  effect to the  Maturity  Date  Extension  Assumptions  For
     Matured Performing Mortgage Loans described herein.

(12) Calculated by the Depositor based on the Paid-to-Date  information provided
     by the Master Servicer.

<PAGE>

                                              Maximum               Periodic
                                              Mortgage   Floor      Rate
                            Current           Interest   Interest   Adjustment
      City          State   LTV(3)   Margin   Rate       Rate       Cap 
      ----          -----   ------   ------   --------   --------   --- 

Mortgage Loan 
Group 1

WALNUT CREEK        CA      64.69%   2.25%    13.900%    5.724%
FONTANA             CA      65.60    2.50
CAMPBELL            CA      69.21    2.25     13.900     6.294
SAN FRANCISCO       CA      60.44    2.35     14.500     4.750
MIAMI               FL      55.47    2.50                0.000
LOS ANGELES         CA      38.69    2.50     14.000     7.000      1.000%
TUSTIN              CA      50.79    2.75     14.250     8.250
COVINA              CA      76.36    2.75     14.250     7.000
FONTANA             CA      70.62    2.38     15.000     5.000      1.000
LOS ANGELES         CA      63.73    2.25     13.650     6.875
LOS ANGELES         CA      67.67    2.25     12.000     7.000
TORRANCE            CA      68.42    2.35     14.000     5.250
VAN NUYS            CA      70.93    2.73     14.375     0.000      1.000
GARDEN GROVE        CA      70.32    2.75     14.250     8.050
SANTA ANNA          CA      42.23    2.75     12.000     7.000      1.000
LOS ANGELES         CA      59.36    2.75     14.250     7.800
ARCADIA             CA      63.83    2.75     14.250     8.100
NEWPORT BEACH       CA      66.72    2.26     13.650     6.100
WAYNE               NJ      41.67    1.00                0.000
LOS ANGELES         CA      63.93    2.69     13.900     7.725      1.000

- ----------

(1)  Original  balance is the Mortgage Loan amount at the time the Mortgage Loan
     was originated.

(2)  Original loan to value is the original  balance (not  modified)  divided by
     the original appraised value.

(3)  The ratio of  Current  Loan  Balance-to-Original  Value was  calculated  by
     multiplying  the  ratio of  Original  Loan  Balance-to-Original  Value by a
     fraction, the numerator of which is the current principal balance as of the
     Cut-Off  Date and the  denominator  of which is the balance of the Mortgage
     Loan as of its origination.

(4)  The calculation of the debt service  coverage ratios set forth in the table
     was based upon the ratio of NOI,  derived from  information  for a 12 month
     period ending  December  1992 or later (or, if less than a 12-month  period
     was  available,  at least a 9-month  period  ending  April  1993 or later),
     unless  otherwise  indicated  divided by the annualized  monthly payment in
     effect as of September 1, 1996.

(5)  Information not available.

(6)  No negative amortization amount is permitted.

(7)  The mortgage loan had a period of interest only payments prior to the start
     of the amortization period.

(8)  Original LTV based on the purchase price is 85.00%.

(9)  Interest only Mortgage Loan.

(10) Without giving effect to any modification or extension of maturity date.

(11) Without  giving  effect to the  Maturity  Date  Extension  Assumptions  For
     Matured Performing Mortgage Loans described herein.

(12) Calculated by the Depositor based on the Paid-to-Date  information provided
     by the Master Servicer.

<PAGE>

<TABLE>
<CAPTION>
                                                                                  Monthly
                          Rate            Payment         Negam     Debt          Payments
                          Reset           Adj.            Percent   Service       Past
      City                Frequency       Frequency       Cap       Coverage(4)   Due(12)
      ----                ---------       ---------       ---       -----------   --------

Mortgage Loan 
Group 1

<S>                 <C>   <C>             <C>             <C>       <C>           <C>
WALNUT CREEK        CA    Monthly         Annually                  0.98          Current
FONTANA             CA    Annually        Annually                  0.59          90+ days
CAMPBELL            CA    Monthly         Annually                  (5)           Current
SAN FRANCISCO       CA    Monthly         Annually                  (5)           Current
MIAMI               FL    Every 5 years   Every 5 years          5.00%    2.27          Current
LOS ANGELES         CA    Annually        Annually        (6)       (5)           Current
TUSTIN              CA    Monthly         Annually        10.00     (5)           Current
COVINA              CA    Monthly         Annually        10.00     1.05          Current
FONTANA             CA    Semi-annually   Semi-annually   (6)       (5)           90+ days
LOS ANGELES         CA    Monthly         Annually                  (5)           Current
LOS ANGELES         CA    Monthly         Annually                  0.75          Current
TORRANCE            CA    Monthly         Annually                  (5)           Current
VAN NUYS            CA    Semi-annually   Semi-annually   (6)       (5)           Current
GARDEN GROVE        CA    Monthly         Annually        10.00     1.35          Current
SANTA ANNA          CA    Annually        Annually        (6)       (5)           Current
LOS ANGELES         CA    Monthly         Annually        10.00     (5)           Current
ARCADIA             CA    Monthly         Annually        10.00     (5)           Current
NEWPORT BEACH       CA    Monthly         Annually                  0.92          Current
WAYNE               NJ    Adjust with     Annually                  (5)           90+ days
                           Index
LOS ANGELES         CA    Semi-annually   Semi-annually   (6)       1.16          Current

<FN>
- ----------

(1)  Original  balance is the Mortgage Loan amount at the time the Mortgage Loan
     was originated.

(2)  Original loan to value is the original  balance (not  modified)  divided by
     the original appraised value.

(3)  The ratio of  Current  Loan  Balance-to-Original  Value was  calculated  by
     multiplying  the  ratio of  Original  Loan  Balance-to-Original  Value by a
     fraction, the numerator of which is the current principal balance as of the
     Cut-Off  Date and the  denominator  of which is the balance of the Mortgage
     Loan as of its origination.

(4)  The calculation of the debt service  coverage ratios set forth in the table
     was based upon the ratio of NOI,  derived from  information  for a 12 month
     period ending  December  1992 or later (or, if less than a 12-month  period
     was  available,  at least a 9-month  period  ending  April  1993 or later),
     unless  otherwise  indicated  divided by the annualized  monthly payment in
     effect as of September 1, 1996.

(5)  Information not available.

(6)  No negative amortization amount is permitted.

(7)  The mortgage loan had a period of interest only payments prior to the start
     of the amortization period.

(8)  Original LTV based on the purchase price is 85.00%.

(9)  Interest only Mortgage Loan.

(10) Without giving effect to any modification or extension of maturity date.

(11) Without  giving  effect to the  Maturity  Date  Extension  Assumptions  For
     Matured Performing Mortgage Loans described herein.

(12) Calculated by the Depositor based on the Paid-to-Date  information provided
     by the Master Servicer.
</FN>
</TABLE>
<PAGE>

                            Property
      City          State   Type           Index
      ----          -----   --------       -----

Mortgage Loan 
Group 2

VACAVILLE           CA      Multi-Family   Fixed Rate
LAKESIDE            CA      Multi-Family   LIBOR - 1 Month
BAYTOWN             TX      Multi-Family   Fixed Rate
MESA                AZ      Multi-Family   LIBOR - 1 Month
PASADENA            TX      Multi-Family   Fixed Rate
DALLAS              TX      Multi-Family   Fixed Rate
GRAPEVINE           TX      Multi-Family   Fixed Rate
DUNCANVILLE         TX      Multi-Family   Fixed Rate
HOUSTON             TX      Multi-Family   Fixed Rate
HOLLYWOOD           CA      Multi-Family   Fixed Rate
DOWNEY              CA      Multi-Family   LIBOR - 1 Month
DOWNEY              CA      Multi-Family   LIBOR - 1 Month
ABILENE             TX      Multi-Family   Fixed Rate
ANAHEIM             CA      Multi-Family   Fixed Rate
EAST WINDSOR        NJ      Multi-Family   Fixed Rate
BATON ROUGE         LA      Multi-Family   Fixed Rate
AUSTIN              TX      Multi-Family   Fixed Rate
SAN DIEGO           CA      Multi-Family   LIBOR - 1 Month
HOUSTON             TX      Multi-Family   Fixed Rate
NORTH ROYALTON      OH      Multi-Family   Fixed Rate
OCEANSIDE           CA      Multi-Family   Fixed Rate
ALHAMBRA            CA      Multi-Family   LIBOR - 1 Month
LOS ANGELES         CA      Multi-Family   LIBOR - 1 Month
NACOGDOCHES         TX      Multi-Family   Fixed Rate
ARLINGTON           TX      Multi-Family   Fixed Rate
FT. Worth           TX      Multi-Family   Fixed Rate
GRETNA              LA      Multi-Family   Fixed Rate
BELLFLOWER          CA      Multi-Family   LIBOR - 1 Month
SPRING              TX      Multi-Family   Fixed Rate
DOWNEY              CA      Multi-Family   LIBOR - 1 Month

Mortgage Loan Group 2             30 loans

(1)  Original  balance is the Mortgage Loan amount at the time the Mortgage Loan
     was originated.

(2)  Original loan to value is the original  balance (not  modified)  divided by
     the original appraised value.

(3)  The ratio of  Current  Loan  Balance-to-Original  Value was  calculated  by
     multiplying  the  ratio of  Original  Loan  Balance-to-Original  Value by a
     fraction, the numerator of which is the current principal balance as of the
     Cut-Off  Date and the  denominator  of which is the balance of the Mortgage
     Loan as of its origination.

(4)  The calculation of the debt service  coverage ratios set forth in the table
     was based upon the ratio of NOI,  derived from  information  for a 12 month
     period ending  December  1992 or later (or, if less than a 12-month  period
     was  available,  at least a 9-month  period  ending  April  1993 or later),
     unless  otherwise  indicated  divided by the annualized  monthly payment in
     effect as of September 1, 1996.

(5)  Information not available.

(6)  No negative amortization amount is permitted.

(7)  The mortgage loan had a period of interest only payments prior to the start
     of the amortization period.

(8)  Original LTV based on the purchase price is 85.00%.

(9)  Interest only Mortgage Loan.

(10) Without giving effect to any modification or extension of maturity date.

(11) Without  giving  effect to the  Maturity  Date  Extension  Assumptions  For
     Matured Performing Mortgage Loans described herein.

(12) Calculated by the Depositor based on the Paid-to-Date  information provided
     by the Master Servicer.

<PAGE>
                            Current                   Original
                            Mortgage   Original       Amort
                            Interest   Term           Term
      City          State   Rate       (Months)(10)   (Months)
      ----          -----   --------   ------------   -------

Mortgage Loan 
Group 2

VACAVILLE           CA      8.000%      63              0(9)
LAKESIDE            CA      9.000      180            360
BAYTOWN             TX      9.000      180            360
MESA                AZ      9.000       60            360
PASADENA            TX      7.500       84            360
DALLAS              TX      6.825       83            360
GRAPEVINE           TX      8.500       60            360
DUNCANVILLE         TX      8.375      181            360
HOUSTON             TX      8.750       84            360
HOLLYWOOD           CA      8.500       84              0(9)
DOWNEY              CA      9.000      180            360
DOWNEY              CA      9.250      360            360
ABILENE             TX      9.750       84            360
ANAHEIM             CA      7.250       84            360
EAST WINDSOR        NJ      8.500       60            360
BATON ROUGE         LA      8.375       84            361
AUSTIN              TX      9.675       84            360
SAN DIEGO           CA      9.000      180            360
HOUSTON             TX      9.500       84            360
NORTH ROYALTON      OH      9.250      348            312(7)
OCEANSIDE           CA      7.375       60            360
ALHAMBRA            CA      9.000      360            360
LOS ANGELES         CA      9.000      180            360
NACOGDOCHES         TX      8.250       84            360
ARLINGTON           TX      9.625       84            360
FT. Worth           TX      9.750       83            300
GRETNA              LA      8.250      180            360
BELLFLOWER          CA      9.000      360            360
SPRING              TX      9.000      180            360
DOWNEY              CA      9.000      360            360

- ----------

(1)  Original balance is the Mortg age Loan amount at the time the Mortgage Loan
     was originated.

(2)  Original loan to value is the original  balance (not  modified)  divided by
     the original appraised value.

(3)  The ratio of  Current  Loan  Balance-to-Original  Value was  calculated  by
     multiplying  the  ratio of  Original  Loan  Balance-to-Original  Value by a
     fraction, the numerator of which is the current principal balance as of the
     Cut-Off  Date and the  denominator  of which is the balance of the Mortgage
     Loan as of its origination.

(4)  The calculation of the debt service  coverage ratios set forth in the table
     was based upon the ratio of NOI,  derived from  information  for a 12 month
     period ending  December  1992 or later (or, if less than a 12-month  period
     was  available,  at least a 9-month  period  ending  April  1993 or later),
     unless  otherwise  indicated  divided by the annualized  monthly payment in
     effect as of September 1, 1996.

(5)  Information not available.

(6)  No negative amortization amount is permitted.

(7)  The mortgage loan had a period of interest only payments prior to the start
     of the amortization period.

(8)  Original LTV based on the purchase price is 85.00%.

(9)  Interest only Mortgage Loan.

(10) Without giving effect to any modification or extension of maturity date.

(11) Without  giving  effect to the  Maturity  Date  Extension  Assumptions  For
     Matured Performing Mortgage Loans described herein.

(12) Calculated by the Depositor based on the Paid-to-Date  information provided
     by the Master Servicer.
  <PAGE>

                            Maturity     Original
      City          State   Date(11)     Balance(1)
      ----          -----   --------     ----------

Mortgage Loan
Group 2

VACAVILLE           CA      1999-08-15   $8,940,000
LAKESIDE            CA      2007-04-01    6,400,000
BAYTOWN             TX      2008-06-01    3,990,000
MESA                AZ      1996-12-31    3,975,000
PASADENA            TX      2000-06-01    3,697,500
DALLAS              TX      2000-12-01    3,300,000
GRAPEVINE           TX      1998-04-01    3,257,000
DUNCANVILLE         TX      2008-11-30    3,230,000
HOUSTON             TX      2000-01-01    2,990,000
HOLLYWOOD           CA      1999-03-17    2,850,000
DOWNEY              CA      2022-01-01    2,850,000
DOWNEY              CA      2021-12-01    2,640,000
ABILENE             TX      1999-09-01    2,589,100
ANAHEIM             CA      2000-11-15    2,410,000
EAST WINDSOR        NJ      1997-10-01    2,295,000
BATON ROUGE         LA      1999-11-16    2,446,500
AUSTIN              TX      1999-12-31    2,210,000
SAN DIEGO           CA      2022-02-01    2,170,000
HOUSTON             TX      1999-11-01    2,091,000
NORTH ROYALTON      OH      2007-04-28    2,400,000
OCEANSIDE           CA      1998-12-01    1,912,500
ALHAMBRA            CA      2020-06-01    1,950,000
LOS ANGELES         CA      2022-02-01    1,909,000
NACOGDOCHES         TX      1999-12-31    1,890,000
ARLINGTON           TX      2000-01-01    1,785,000
FT. Worth           TX      1998-10-01    1,800,000
GRETNA              LA      2007-12-09    1,676,750
BELLFLOWER          CA      2021-09-01    1,675,000
SPRING              TX      2008-05-01    1,633,750
DOWNEY              CA      2021-04-01    1,630,000

- ----------

(1)  Original  balance is the Mortgage Loan amount at the time the Mortgage Loan
     was originated.

(2)  Original loan to value is the original  balance (not  modified)  divided by
     the original appraised value.

(3)  The ratio of  Current  Loan  Balance-to-Original  Value was  calculated  by
     multiplying  the  ratio of  Original  Loan  Balance-to-Original  Value by a
     fraction, the numerator of which is the current principal balance as of the
     Cut-Off  Date and the  denominator  of which is the balance of the Mortgage
     Loan as of its origination.

(4)  The calculation of the debt service  coverage ratios set forth in the table
     was based upon the ratio of NOI,  derived from  information  for a 12 month
     period ending  December  1992 or later (or, if less than a 12-month  period
     was  available,  at least a 9-month  period  ending  April  1993 or later),
     unless  otherwise  indicated  divided by the annualized  monthly payment in
     effect as of September 1, 1996.

(5)  Information not available.

(6)  No negative amortization amount is permitted.

(7)  The mortgage loan had a period of interest only payments prior to the start
     of the amortization period.

(8)  Original LTV based on the purchase price is 85.00%.

(9)  Interest only Mortgage Loan.

(10) Without giving effect to any modification or extension of maturity date.

(11) Without  giving  effect to the  Maturity  Date  Extension  Assumptions  For
     Matured Performing Mortgage Loans described herein.

(12) Calculated by the Depositor based on the Paid-to-Date  information provided
     by the Master Servicer.

<PAGE>
                            September 1,
                            1996
                            Scheduled
                            Principal      Original   Current
      City          State   Balance        LTV(2)     LTV(3) 
      ----          -----   ------------   --------   -------

Mortgage Loan 
Group 2

VACAVILLE           CA      $8,317,950      80.00%     74.43%
LAKESIDE            CA       6,167,762      58.50      56.38
BAYTOWN             TX       3,891,689     105.00     102.41
MESA                AZ       3,852,786      82.81      80.26
PASADENA            TX       3,569,813     130.00     125.51
DALLAS              TX       3,202,024      75.00(8)   72.77
GRAPEVINE           TX       3,163,512     101.79      98.87
DUNCANVILLE         TX       3,153,262      96.41      94.12
HOUSTON             TX       2,910,427      97.71      95.11
HOLLYWOOD           CA       2,850,000      80.00      80.00
DOWNEY              CA       2,742,154      66.28      63.77
DOWNEY              CA       2,542,502      57.10      54.99
ABILENE             TX       2,518,534     106.99     104.07
ANAHEIM             CA       2,340,239      81.69      79.33
EAST WINDSOR        NJ       2,217,785      85.00      82.14
BATON ROUGE         LA       2,157,688      89.00      78.49
AUSTIN              TX       2,154,935      80.40      78.40
SAN DIEGO           CA       2,089,673      70.00      67.41
HOUSTON             TX       2,018,542      58.08      56.07
NORTH ROYALTON      OH       1,882,141      60.00      47.05
OCEANSIDE           CA       1,859,440      56.25      54.69
ALHAMBRA            CA       1,857,430      58.00      55.25
LOS ANGELES         CA       1,838,334      67.50      65.00
NACOGDOCHES         TX       1,828,323      81.50      78.84
ARLINGTON           TX       1,740,094      81.50      79.45
FT. Worth           TX       1,696,002      89.10      83.95
GRETNA              LA       1,622,129     103.00      99.64
BELLFLOWER          CA       1,613,214      66.34      63.89
SPRING              TX       1,592,301      99.02      96.51
DOWNEY              CA       1,563,476      67.92      65.15

- ----------

(1)  Original  balance is the Mortgage Loan amount at the time the Mortgage Loan
     was originated.

(2)  Original loan to value is the original  balance (not  modified)  divided by
     the original appraised value.

(3)  The ratio of  Current  Loan  Balance-to-Original  Value was  calculated  by
     multiplying  the  ratio of  Original  Loan  Balance-to-Original  Value by a
     fraction, the numerator of which is the current principal balance as of the
     Cut-Off  Date and the  denominator  of which is the balance of the Mortgage
     Loan as of its origination.

(4)  The calculation of the debt service  coverage ratios set forth in the table
     was based upon the ratio of NOI,  derived from  information  for a 12 month
     period ending  December  1992 or later (or, if less than a 12-month  period
     was  available,  at least a 9-month  period  ending  April  1993 or later),
     unless  otherwise  indicated  divided by the annualized  monthly payment in
     effect as of September 1, 1996.

(5)  Information not available.

(6)  No negative amortization amount is permitted.

(7)  The mortgage loan had a period of interest only payments prior to the start
     of the amortization period.

(8)  Original LTV based on the purchase price is 85.00%.

(9)  Interest only Mortgage Loan.

(10) Without giving effect to any modification or extension of maturity date.

(11) Without  giving  effect to the  Maturity  Date  Extension  Assumptions  For
     Matured Performing Mortgage Loans described herein.

(12) Calculated by the Depositor based on the Paid-to-Date  information provided
     by the Master Servicer.
<PAGE>
                                      Maximum               Periodic
                                      Mortgage   Floor      Rate
                                      Interest   Interest   Adjustment
      City          State   Margin    Rate       Rate       Cap
      ----          -----   ------    --------   --------   ----------

Mortgage Loan
Group 2

VACAVILLE           CA
LAKESIDE            CA      2.75%     14.250%    8.700%
BAYTOWN             TX
MESA                AZ      2.75                 9.000
PASADENA            TX
DALLAS              TX
GRAPEVINE           TX
DUNCANVILLE         TX
HOUSTON             TX
HOLLYWOOD           CA
DOWNEY              CA      2.75      14.250     8.750
DOWNEY              CA      2.60      14.250     8.750
ABILENE             TX
ANAHEIM             CA
EAST WINDSOR        NJ
BATON ROUGE         LA
AUSTIN              TX
SAN DIEGO           CA      2.75      14.250     8.750
HOUSTON             TX
NORTH ROYALTON      OH
OCEANSIDE           CA
ALHAMBRA            CA      2.63      14.375     9.000
LOS ANGELES         CA      2.75      14.250     8.750
NACOGDOCHES         TX
ARLINGTON           TX
FT. Worth           TX
GRETNA              LA
BELLFLOWER          CA      2.75      14.500     9.000
SPRING              TX
DOWNEY              CA      2.75      14.500     9.000

- ----------

(1)  Original  balance is the Mortgage Loan amount at the time the Mortgage Loan
     was originated.

(2)  Original loan to value is the original  balance (not  modified)  divided by
     the original appraised value.

(3)  The ratio of  Current  Loan  Balance-to-Original  Value was  calculated  by
     multiplying  the  ratio of  Original  Loan  Balance-to-Original  Value by a
     fraction, the numerator of which is the current principal balance as of the
     Cut-Off  Date and the  denominator  of which is the balance of the Mortgage
     Loan as of its origination.

(4)  The calculation of the debt service  coverage ratios set forth in the table
     was based upon the ratio of NOI,  derived from  information  for a 12 month
     period ending  December  1992 or later (or, if less than a 12-month  period
     was  available,  at least a 9-month  period  ending  April  1993 or later),
     unless  otherwise  indicated  divided by the annualized  monthly payment in
     effect as of September 1, 1996.

(5)  Information not available.

(6)  No negative amortization amount is permitted.

(7)  The mortgage loan had a period of interest only payments prior to the start
     of the amortization period.

(8)  Original LTV based on the purchase price is 85.00%.

(9)  Interest only Mortgage Loan.

(10) Without giving effect to any modification or extension of maturity date.

(11) Without  giving  effect to the  Maturity  Date  Extension  Assumptions  For
     Matured Performing Mortgage Loans described herein.

(12) Calculated by the Depositor based on the Paid-to-Date  information provided
     by the Master Servicer.
<PAGE>
<TABLE>
<CAPTION>
                                                                                Monthly
                               Rate        Payment      Negam     Debt          Payments
                               Reset       Adj.         Percent   Service       Past
       City            State   Frequency   Frequency    Cap       Coverage(4)   Due(12)
       ----            -----   ---------   ---------    -------   -----------   -------
Mortgage Loan
Group 2
<S>                    <C>   <C>           <C>          <C>       <C>           <C>
VACAVILLE              CA    Fixed Rate    Fixed Rate             1.43          Current
LAKESIDE               CA    Monthly       Annually     10.00%    1.39          Current
BAYTOWN                TX    Fixed Rate    Fixed Rate             (5)           REO
MESA                   AZ    Monthly       Annually               0.72          Current
PASADENA               TX    Fixed Rate    Fixed Rate             1.17          Current
DALLAS                 TX    Fixed Rate    Fixed Rate             (5)           Current
GRAPEVINE              TX    Fixed Rate    Fixed Rate             (5)           Current
DUNCANVILLE            TX    Fixed Rate    Fixed Rate             (5)           Current
HOUSTON                TX    Fixed Rate    Fixed Rate             (5)           Current
HOLLYWOOD              CA    Fixed Rate    Fixed Rate             0.51          90+ days
DOWNEY                 CA    Monthly       Annually     10.00     1.08          Current
DOWNEY                 CA    Monthly       Annually     10.00     1.38          Current
ABILENE                TX    Fixed Rate    Fixed Rate             2.31          Current
ANAHEIM                CA    Fixed Rate    Fixed Rate             (5)           Current
EAST WINDSOR           NJ    Fixed Rate    Fixed Rate             (5)           Current
BATON ROUGE            LA    Fixed Rate    Fixed Rate             1.97          Current
AUSTIN                 TX    Fixed Rate    Fixed Rate             (5)           Current
SAN DIEGO              CA    Monthly       Annually     10.00     1.08          Current
HOUSTON                TX    Fixed Rate    Fixed Rate             1.63          Current
NORTH ROYALTON         OH    Fixed Rate    Fixed Rate             4.08          Current
OCEANSIDE              CA    Fixed Rate    Fixed Rate             (5)           Current
ALHAMBRA               CA    Monthly       Annually     10.00     1.32          Current
LOS ANGELES            CA    Monthly       Annually     10.00     1.08          Current
NACOGDOCHES            TX    Fixed Rate    Fixed Rate             1.67          Current
ARLINGTON              TX    Fixed Rate    Fixed Rate             (5)           Current
FT. WORTH              TX    Fixed Rate    Fixed Rate             1.55          Current
GRETNA                 LA    Fixed Rate    Fixed Rate             1.52          Current
BELLFLOWER             CA    Monthly       Annually     10.00     (5)           Current
SPRING                 TX    Fixed Rate    Fixed Rate             (5)           90+ days
DOWNEY                 CA    Monthly       Annually     10.00     (5)           Current

<FN>
- ----------
(1)  Original  balance is the Mortgage Loan amount at the time the Mortgage Loan
     was originated.

(2)  Original loan to value is the original  balance (not  modified)  divided by
     the original appraised value.

(3)  The ratio of  Current  Loan  Balance-to-Original  Value was  calculated  by
     multiplying  the  ratio of  Original  Loan  Balance-to-Original  Value by a
     fraction, the numerator of which is the current principal balance as of the
     Cut-Off  Date and the  denominator  of which is the balance of the Mortgage
     Loan as of its origination.

(4)  The calculation of the debt service  coverage ratios set forth in the table
     was based upon the ratio of NOI,  derived from  information  for a 12 month
     period ending  December  1992 or later (or, if less than a 12-month  period
     was  available,  at least a 9-month  period  ending  April  1993 or later),
     unless  otherwise  indicated  divided by the annualized  monthly payment in
     effect as of September 1, 1996.

(5)  Information not available.

(6)  No negative amortization amount is permitted.

(7)  The mortgage loan had a period of interest only payments prior to the start
     of the amortization period.

(8)  Original LTV based on the purchase price is 85.00%.

(9)  Interest only Mortgage Loan.

(10) Without giving effect to any modification or extension of maturity date.

(11) Without  giving  effect to the  Maturity  Date  Extension  Assumptions  For
     Matured Performing Mortgage Loans described herein.

(12) Calculated by the Depositor based on the Paid-to-Date  information provided
     by the Master Servicer.
</FN>
</TABLE>
<PAGE>

                                                                     Exhibit I

                   CHARACTERISTICS OF THE 50 LARGEST MORTGAGE
                     LOANS IN MORTGAGE LOAN GROUPS 3 AND 4

                             Property
         City        State   Type        Index
         ----        -----   --------    -----

Mortgage Loan 
Group 3

SPRING VALLEY        CA    Retail        COFI-11th Dist
DAYTONA BEACH (10)   FL    Multi-Famil   COFI-11th Dist
BELLFLOWER           CA    Multi-Famil   COFI-11th Dist
GREENSBORO           NC    Hospitality   FHLB-5 Year Ad
NEWPORT BEACH        CA    Multi-Famil   COFI-11th Dist
VALENCIA             CA    Office        COFI-11th Dist
MONTCLAIR            CA    Retail        COFI-11th Dist
DELMAR               DE    Retail        Prime-Mercanti
LOS ANGELES          CA    Office        COFI-11th Dist
FAUQUIER COUNTY      VA    Hospitality   Treasury-5 Year
WOODBRIDGE           VA    Other         Treasury-1 Year
FAIRFAX              VA    Industrial    Treasury-3 Year
DOWNEY               CA    Multi-Famil   COFI-11th Dist
DAVIS                CA    Multi-Famil   COFI-11th Dist
OKLAHOMA CITY        OK    Retail        COFI-11th Dist

- ----------

(1)  Original  balance is the Mortgage Loan amount at the time the Mortgage Loan
     was originated.

(2)  Original loan to value is the original  balance (not  modified)  divided by
     the original appraised value.

(3)  The ratio of  Current  Loan  Balance-to-Original  Value was  calculated  by
     multiplying  the  ratio of  Original  Loan  Balance-to-Original  Value by a
     fraction, the numerator of which is the current principal balance as of the
     Cut-Off  Date and the  denominator  of which is the balance of the Mortgage
     Loan as of its origination.

(4)  The calculation of the debt service  coverage ratios set forth in the table
     was based upon the ratio of NOI,  derived from  information  for a 12 month
     period ending  December  1992 or later (or, if less than a 12-month  period
     was  available,  at least a 9-month  period  ending  April  1993 or later),
     unless  otherwise  indicated  divided by the annualized  monthly payment in
     effect as of September 1, 1996.

(5)  Information not available.

(6)  No negative amortization amount is permitted.

(7)  Interest only Mortgage Loan.

(8)  Without giving effect to any modification or extension of maturity date.

(9)  Without  giving  effect to the  Maturity  Date  Extension  Assumptions  For
     Matured Performing Mortgage Loans described herein.

(10) This Mortgage Loan and another  Mortgage Loan in Mortgage Loan Group 3 with
     a Scheduled  Principal  Balance as of  September  1, 1996 of  approximately
     $223,707 are equally and ratably  secured by the same  Mortgaged  Property.
     The LTVs in the chart are based on the aggregate principal balance of these
     two loans.  (11) The Mortgage  Loan had a period of interest  only payments
     prior to the  start of the  amortization  period.  (12)  Calculated  by the
     Depositor  based on the  Paid-to-Date  information  provided  by the Master
     Servicer.

(11) The Mortgage Loan had a period of interest only payments prior to the start
     of the amortization period.

(12) Calculated by the Depositor based on the Paid-to-Date  information provided
     by the Master Servicer.

<PAGE>

                             Current                  Original
                             Mortgage   Original      Amort
                             Interest   Term          Term
         City        State   Rate       (Months)(8)   (Months) 
         ----        -----   --------   -----------   -------- 

Mortgage Loan 
Group 3

SPRING VALLEY        CA       6.975%    120           360
DAYTONA BEACH (10)   FL       6.369      28           300
BELLFLOWER           CA       7.125     360           360
GREENSBORO           NC       9.250     308           317
NEWPORT BEACH        CA      10.500     180           360
VALENCIA             CA       7.375     359           359
MONTCLAIR            CA       8.000     120           360
DELMAR               DE       9.750      45             0(7)
LOS ANGELES          CA       7.499     360           360
FAUQUIER COUNTY      VA       9.900      96           360
WOODBRIDGE           VA       8.625     309           300(11)
FAIRFAX              VA       9.500     360           360
DOWNEY               CA       7.125     360           360
DAVIS                CA       8.194     360           360
OKLAHOMA CITY        OK       7.275     168           360

- ----------

(1)  Original  balance is the Mortgage Loan amount at the time the Mortgage Loan
     was originated.

(2)  Original loan to value is the original  balance (not  modified)  divided by
     the original appraised value.

(3)  The ratio of  Current  Loan  Balance-to-Original  Value was  calculated  by
     multiplying  the  ratio of  Original  Loan  Balance-to-Original  Value by a
     fraction, the numerator of which is the current principal balance as of the
     Cut-Off  Date and the  denominator  of which is the balance of the Mortgage
     Loan as of its origination.

(4)  The calculation of the debt service  coverage ratios set forth in the table
     was based upon the ratio of NOI,  derived from  information  for a 12 month
     period ending  December  1992 or later (or, if less than a 12-month  period
     was  available,  at least a 9-month  period  ending  April  1993 or later),
     unless  otherwise  indicated  divided by the annualized  monthly payment in
     effect as of September 1, 1996.

(5)  Information not available.

(6)  No negative amortization amount is permitted.

(7)  Interest only Mortgage Loan.

(8)  Without giving effect to any modification or extension of maturity date.

(9)  Without  giving  effect to the  Maturity  Date  Extension  Assumptions  For
     Matured Performing Mortgage Loans described herein.

(10) This Mortgage Loan and another  Mortgage Loan in Mortgage Loan Group 3 with
     a Scheduled  Principal  Balance as of  September  1, 1996 of  approximately
     $223,707 are equally and ratably  secured by the same  Mortgaged  Property.
     The LTVs in the chart are based on the aggregate principal balance of these
     two loans.

(11) The Mortgage Loan had a period of interest only payments prior to the start
     of the amortization period.

(12) Calculated by the Depositor based on the Paid-to-Date  information provided
     by the Master Servicer.

<PAGE>

                             Maturity     Original
         City        State   Date         Balance(1)
         ----        -----   --------     ----------

Mortgage Loan 
Group 3

SPRING VALLEY        CA      1998-01-01   $11,800,000
DAYTONA BEACH (10)   FL      1994-12-31     9,800,000
BELLFLOWER           CA      2018-09-01     6,790,000
GREENSBORO           NC      2016-03-01     6,100,000
NEWPORT BEACH        CA      2001-10-23     5,000,000
VALENCIA             CA      2018-10-01     4,550,000
MONTCLAIR            CA      1997-07-01     4,500,000
DELMAR               DE      1997-08-01     4,133,120
LOS ANGELES          CA      2019-01-01     4,125,000
FAUQUIER COUNTY      VA      1996-08-01     2,000,000
WOODBRIDGE           VA      2016-11-01     2,800,000
FAIRFAX              VA      2020-06-01     2,750,000
DOWNEY               CA      2018-06-01     2,300,000
DAVIS                CA      2019-08-01     2,287,500
OKLAHOMA CITY        OK      2000-06-01     2,200,000

Totals:

- ----------

(1)  Original  balance is the Mortgage Loan amount at the time the Mortgage Loan
     was originated.

(2)  Original loan to value is the original  balance (not  modified)  divided by
     the original appraised value.

(3)  The ratio of  Current  Loan  Balance-to-Original  Value was  calculated  by
     multiplying  the  ratio of  Original  Loan  Balance-to-Original  Value by a
     fraction, the numerator of which is the current principal balance as of the
     Cut-Off  Date and the  denominator  of which is the balance of the Mortgage
     Loan as of its origination.

(4)  The calculation of the debt service  coverage ratios set forth in the table
     was based upon the ratio of NOI,  derived from  information  for a 12 month
     period ending  December  1992 or later (or, if less than a 12-month  period
     was  available,  at least a 9-month  period  ending  April  1993 or later),
     unless  otherwise  indicated  divided by the annualized  monthly payment in
     effect as of September 1, 1996.

(5)  Information not available.

(6)  No negative amortization amount is permitted.

(7)  Interest only Mortgage Loan.

(8)  Without giving effect to any modification or extension of maturity date.

(9)  Without  giving  effect to the  Maturity  Date  Extension  Assumptions  For
     Matured Performing Mortgage Loans described herein.

(10) This Mortgage Loan and another  Mortgage Loan in Mortgage Loan Group 3 with
     a Scheduled  Principal  Balance as of  September  1, 1996 of  approximately
     $223,707 are equally and ratably  secured by the same  Mortgaged  Property.
     The LTVs in the chart are based on the aggregate principal balance of these
     two loans.  (11) The Mortgage  Loan had a period of interest  only payments
     prior to the  start of the  amortization  period.  (12)  Calculated  by the
     Depositor  based on the  Paid-to-Date  information  provided  by the Master
     Servicer.

(11) The Mortgage Loan had a period of interest only payments prior to the start
     of the amortization period.

(12) Calculated by the Depositor based on the Paid-to-Date  information provided
     by the Master Servicer.

<PAGE>

                             September 1,
                             1996
                             Scheduled
                             Principal      Original   Current
         City        State   Balance        LTV(2)     LTV(3)
         ----        -----   ------------   --------   ------

Mortgage Loan 
Group 3

SPRING VALLEY        CA      $10,470,360    80.00%      70.99%
DAYTONA BEACH (10)   FL        9,132,036    79.83       74.39
BELLFLOWER           CA        6,272,087    75.30       69.56
GREENSBORO           NC        5,512,964    (5)         (5)
NEWPORT BEACH        CA        4,597,783    48.00       44.14
VALENCIA             CA        4,184,444    73.00       67.14
MONTCLAIR            CA        4,063,277    68.08       61.47
DELMAR               DE        3,962,190    86.26       82.69
LOS ANGELES          CA        3,690,003    70.21       62.81
FAUQUIER COUNTY      VA        3,188,725    76.92      122.64
WOODBRIDGE           VA        2,860,437    28.57       29.19
FAIRFAX              VA        2,635,836    62.50       59.91
DOWNEY               CA        2,270,779    74.00       73.06
DAVIS                CA        2,109,943    75.00       69.18
OKLAHOMA CITY        OK        1,911,471    70.00       60.82

Totals:                       66,862,336

- ----------

(1)  Original  balance is the Mortgage Loan amount at the time the Mortgage Loan
     was originated.

(2)  Original loan to value is the original  balance (not  modified)  divided by
     the original appraised value.

(3)  The ratio of  Current  Loan  Balance-to-Original  Value was  calculated  by
     multiplying  the  ratio of  Original  Loan  Balance-to-Original  Value by a
     fraction, the numerator of which is the current principal balance as of the
     Cut-Off  Date and the  denominator  of which is the balance of the Mortgage
     Loan as of its origination.

(4)  The calculation of the debt service  coverage ratios set forth in the table
     was based upon the ratio of NOI,  derived from  information  for a 12 month
     period ending  December  1992 or later (or, if less than a 12-month  period
     was  available,  at least a 9-month  period  ending  April  1993 or later),
     unless  otherwise  indicated  divided by the annualized  monthly payment in
     effect as of September 1, 1996.

(5)  Information not available.

(6)  No negative amortization amount is permitted.

(7)  Interest only Mortgage Loan.

(8)  Without giving effect to any modification or extension of maturity date.

(9)  Without  giving  effect to the  Maturity  Date  Extension  Assumptions  For
     Matured Performing Mortgage Loans described herein.

(10) This Mortgage Loan and another  Mortgage Loan in Mortgage Loan Group 3 with
     a Scheduled  Principal  Balance as of  September  1, 1996 of  approximately
     $223,707 are equally and ratably  secured by the same  Mortgaged  Property.
     The LTVs in the chart are based on the aggregate principal balance of these
     two loans.

(11) The Mortgage Loan had a period of interest only payments prior to the start
     of the amortization period.

(12) Calculated by the Depositor based on the Paid-to-Date  information provided
     by the Master Servicer.

<PAGE>

                                        Maximum
                                        Mortgage     Floor
                                      Interest   Interest
         City        State   Margin   Rate       Rate 
         ----        -----   ------   --------   --------

Mortgage Loan 
Group 3

SPRING VALLEY        CA      2.20%    14.644%    4.644%
DAYTONA BEACH (10)   FL      1.25
BELLFLOWER           CA      2.26     13.900     5.850
GREENSBORO           NC      2.00
NEWPORT BEACH        CA      2.25     14.620     6.380
VALENCIA             CA      2.53     14.750     5.500
MONTCLAIR            CA      2.25     14.500     8.000
DELMAR               DE      1.50                7.500
LOS ANGELES          CA      2.63     14.750     6.156
FAUQUIER COUNTY      VA      3.50
WOODBRIDGE           VA      3.00     14.875
FAIRFAX              VA      3.25     17.750
DOWNEY               CA      2.35     13.650     6.350
DAVIS                CA      2.75     14.900     8.194
OKLAHOMA CITY        OK      2.50     17.087     5.087

- ----------

(1)  Original  balance is the Mortgage Loan amount at the time the Mortgage Loan
     was originated.

(2)  Original loan to value is the original  balance (not  modified)  divided by
     the original appraised value.

(3)  The ratio of  Current  Loan  Balance-to-Original  Value was  calculated  by
     multiplying  the  ratio of  Original  Loan  Balance-to-Original  Value by a
     fraction, the numerator of which is the current principal balance as of the
     Cut-Off  Date and the  denominator  of which is the balance of the Mortgage
     Loan as of its origination.

(4)  The calculation of the debt service  coverage ratios set forth in the table
     was based upon the ratio of NOI,  derived from  information  for a 12 month
     period ending  December  1992 or later (or, if less than a 12-month  period
     was  available,  at least a 9-month  period  ending  April  1993 or later),
     unless  otherwise  indicated  divided by the annualized  monthly payment in
     effect as of September 1, 1996.

(5)  Information not available.

(6)  No negative amortization amount is permitted.

(7)  Interest only Mortgage Loan.

(8)  Without giving effect to any modification or extension of maturity date.

(9)  Without  giving  effect to the  Maturity  Date  Extension  Assumptions  For
     Matured Performing Mortgage Loans described herein.

(10) This Mortgage Loan and another  Mortgage Loan in Mortgage Loan Group 3 with
     a Scheduled  Principal  Balance as of  September  1, 1996 of  approximately
     $223,707 are equally and ratably  secured by the same  Mortgaged  Property.
     The LTVs in the chart are based on the aggregate principal balance of these
     two loans.

(11) The Mortgage Loan had a period of interest only payments prior to the start
     of the amortization period.

(12) Calculated by the Depositor based on the Paid-to-Date  information provided
     by the Master Servicer.

<PAGE>

                                   Periodic
                                   Rate         Rate            Payment
                                   Adjustment   Reset           Adj.
             City          State   Cap          Frequency       Frequency
             ----          -----   ----------   ---------       ---------

Mortgage Loan Group 3


SPRING VALLEY              CA                   Monthly         Annually
DAYTONA BEACH              FL                   Annually        Annually
BELLFLOWER                 CA                   Monthly         Annually
GREENSBORO                 NC                   Every 5 years   Every 5 years
NEWPORT BEACH              CA                   Monthly         Annually
VALENCIA                   CA                   Monthly         Annually
MONTCLAIR                  CA                   Monthly         Annually
DELMAR                     DE                   Adjust with     Annually
                                                 Index
LOS ANGELES                CA                   Monthly         Annually
FAUQUIER COUNTY            VA                   Every 3 years   Every 3 years
WOODBRIDGE                 VA      2.000%       Annually        Annually
FAIRFAX                    VA      2.000        Every 3 years   Every 3 years
DOWNEY                     CA                   Monthly         Annually
DAVIS                      CA                   Monthly         Annually
OKLAHOMA CITY              OK                   Monthly         Annually

- ----------

(1)  Original  balance is the Mortgage Loan amount at the time the Mortgage Loan
     was originated.

(2)  Original loan to value is the original  balance (not  modified)  divided by
     the original appraised value.

(3)  The ratio of  Current  Loan  Balance-to-Original  Value was  calculated  by
     multiplying  the  ratio of  Original  Loan  Balance-to-Original  Value by a
     fraction, the numerator of which is the current principal balance as of the
     Cut-Off  Date and the  denominator  of which is the balance of the Mortgage
     Loan as of its origination.

(4)  The calculation of the debt service  coverage ratios set forth in the table
     was based upon the ratio of NOI,  derived from  information  for a 12 month
     period ending  December  1992 or later (or, if less than a 12-month  period
     was  available,  at least a 9-month  period  ending  April  1993 or later),
     unless  otherwise  indicated  divided by the annualized  monthly payment in
     effect as of September 1, 1996.

(5)  Information not available.

(6)  No negative amortization amount is permitted.

(7)  Interest only Mortgage Loan.

(8)  Without giving effect to any modification or extension of maturity date.

(9)  Without  giving  effect to the  Maturity  Date  Extension  Assumptions  For
     Matured Performing Mortgage Loans described herein.

(10) This Mortgage Loan and another  Mortgage Loan in Mortgage Loan Group 3 with
     a Scheduled  Principal  Balance as of  September  1, 1996 of  approximately
     $223,707 are equally and ratably  secured by the same  Mortgaged  Property.
     The LTVs in the chart are based on the aggregate principal balance of these
     two loans.

(11) The Mortgage Loan had a period of interest only payments prior to the start
     of the amortization period.

(12) Calculated by the Depositor based on the Paid-to-Date  information provided
     by the Master Servicer.

<PAGE>

                                   Negam     Debt          Monthly
                                   Percent   Service       Payments
             City          State   Cap       Coverage(4)   Past Due(12)
             ----          -----   -------   -----------   ------------

Mortgage Loan
Group 3

SPRING VALLEY              CA                1.50          Current
DAYTONA BEACH              FL      (6)        (5)          90+ days
BELLFLOWER                 CA                1.22          Current
GREENSBORO                 NC      (6)       1.81          Current
NEWPORT BEACH              CA                1.32          Current
VALENCIA                   CA                 (5)          Current
MONTCLAIR                  CA                 (5)          Current
DELMAR                     DE      (6)        (5)          Current
LOS ANGELES                CA                 (5)          Current
FAUQUIER COUNTY            VA      (6)       1.38          Current
WOODBRIDGE                 VA      (6)       1.10          60 days
FAIRFAX                    VA      (6)        (5)          Current
DOWNEY                     CA                 (5)          Current
DAVIS                      CA                 (5)          Current
OKLAHOMA CITY              OK                 (5)          Current

- ----------

(1)  Original  balance is the Mortgage Loan amount at the time the Mortgage Loan
     was originated.

(2)  Original loan to value is the original  balance (not  modified)  divided by
     the original appraised value.

(3)  The ratio of  Current  Loan  Balance-to-Original  Value was  calculated  by
     multiplying  the  ratio of  Original  Loan  Balance-to-Original  Value by a
     fraction, the numerator of which is the current principal balance as of the
     Cut-Off  Date and the  denominator  of which is the balance of the Mortgage
     Loan as of its origination.

(4)  The calculation of the debt service  coverage ratios set forth in the table
     was based upon the ratio of NOI,  derived from  information  for a 12 month
     period ending  December  1992 or later (or, if less than a 12-month  period
     was  available,  at least a 9-month  period  ending  April  1993 or later),
     unless  otherwise  indicated  divided by the annualized  monthly payment in
     effect as of September 1, 1996.

(5)  Information not available.

(6)  No negative amortization amount is permitted.

(7)  Interest only Mortgage Loan.

(8)  Without giving effect to any modification or extension of maturity date.

(9)  Without  giving  effect to the  Maturity  Date  Extension  Assumptions  For
     Matured Performing Mortgage Loans described herein.

(10) This Mortgage Loan and another  Mortgage Loan in Mortgage Loan Group 3 with
     a Scheduled  Principal  Balance as of  September  1, 1996 of  approximately
     $223,707 are equally and ratably  secured by the same  Mortgaged  Property.
     The LTVs in the chart are based on the aggregate principal balance of these
     two loans.

(11) The Mortgage Loan had a period of interest only payments prior to the start
     of the amortization period.

(12) Calculated by the Depositor based on the Paid-to-Date  information provided
     by the Master Servicer.

<PAGE>

                           Property
        City       State   Type          Index
        ----       -----   --------      -----

Mortgage Loan 
Group 4

DALLAS/PLANO       TX      Other         Fixed Rate
NEW YORK           NY      Office        Fixed Rate
SEATTLE            WA      Industrial    Fixed Rate
OCEAN CITY         MD      Hospitality   Fixed Rate
GAINESVILLE        FL      Hospitality   Fixed Rate
SAN ANTONIO        TX      Retail        Fixed Rate
JACKSONVILLE       FL      Retail        Fixed Rate
RICHMOND           VA      Hospitality   Fixed Rate
KANSAS CITY        MO      Office        Fixed Rate
LOS GATOS          CA      Office        Fixed Rate
OCEAN CITY         MD      Hospitality   Prime-Mercantile
BEAVERTON          OR      Retail        Fixed Rate
CARRBORO           NC      Retail        Fixed Rate
KISSIMMEE          FL      Hospitality   Fixed Rate
MIAMI              FL      Other         Fixed Rate
ANNAPOLIS          MD      Office        Fixed Rate
ALPHARETTA         GA      Other         Fixed Rate
SAN ANTONIO        TX      Retail        Fixed Rate
KISSIMMEE          FL      Retail        Fixed Rate
HOUSTON            TX      Retail        Fixed Rate
SAN ANTONIO        TX      Other         Fixed Rate
LAUREL             MD      Other         Fixed Rate
KERRVILLE          TX      Hospitality   Fixed Rate
DALLAS             TX      Hospitality   Fixed Rate
FAIRVIEW HEIGHT    IL      Hospitality   Fixed Rate
HOUSTON            TX      Industrial    Fixed Rate
INDIANAPOLIS       IN      Retail        Fixed Rate
LANDOVER           MD      Industrial    Fixed Rate
RAPID CITY         SD      Other         Fixed Rate
BALTIMORE          MD      Retail        Fixed Rate
BOCA RATON         FL      Nursing Home  Fixed Rate
TAMPA              FL      Office        Fixed Rate
WASHINGTON         DC      Office        Fixed Rate
FT. WASHINGTON     MD      Industrial    Fixed Rate
DALLAS             TX      Hospitality   Fixed Rate

- ----------

(1)  Original  balance is the Mortgage Loan amount at the time the Mortgage Loan
     was originated.

(2)  Original loan to value is the original  balance (not  modified)  divided by
     the original appraised value.

(3)  The ratio of  Current  Loan  Balance-to-Original  Value was  calculated  by
     multiplying  the  ratio of  Original  Loan  Balance-to-Original  Value by a
     fraction, the numerator of which is the current principal balance as of the
     Cut-Off  Date and the  denominator  of which is the balance of the Mortgage
     Loan as of its origination.

(4)  The calculation of the debt service  coverage ratios set forth in the table
     was based upon the ratio of NOI,  derived from  information  for a 12 month
     period ending  December  1992 or later (or, if less than a 12-month  period
     was  available,  at least a 9-month  period  ending  April  1993 or later),
     unless  otherwise  indicated  divided by the annualized  monthly payment in
     effect as of September 1, 1996.

(5)  Information not available.

(6)  No negative amortization amount is permitted.

(7)  Interest only Mortgage Loan.

(8)  Without giving effect to any modification or extension of maturity date.

(9)  Without  giving  effect to the  Maturity  Date  Extension  Assumptions  For
     Matured Performing Mortgage Loans described herein.

(10) This Mortgage Loan and another  Mortgage Loan in Mortgage Loan Group 3 with
     a Scheduled  Principal  Balance as of  September  1, 1996 of  approximately
     $223,707 are equally and ratably  secured by the same  Mortgaged  Property.
     The LTVs in the chart are based on the aggregate principal balance of these
     two loans.

(11) The Mortgage Loan had a period of interest only payments prior to the start
     of the amortization period.

(12) Calculated by the Depositor based on the Paid-to-Date  information provided
     by the Master Servicer.

<PAGE>

                           Current                  Original
                           Mortgage   Original      Amort
                           Interest   Term          Term
    City           State   Rate       (Months((9)   (Months)
    ----           -----   --------   -----------   --------

Mortgage Loan 
Group 4

DALLAS/PLANO       TX       9.750      84           360
NEW YORK           NY       9.175      29           300
SEATTLE            WA       6.290      83           360
OCEAN CITY         MD       8.250      60           300
GAINESVILLE        FL      10.000      85           336
SAN ANTONIO        TX       8.625      84           360
JACKSONVILLE       FL       7.250      36             0(7)
RICHMOND           VA       6.750      60           360
KANSAS CITY        MO       8.000      83           360
LOS GATOS          CA       9.500      84           360
OCEAN CITY         MD      10.250      98           252
BEAVERTON          OR       8.250      84           360
CARRBORO           NC       8.500      84           360
KISSIMMEE          FL       9.000      84           360
MIAMI              FL       8.750     241           216(11)
ANNAPOLIS          MD       8.750     137           360
ALPHARETTA         GA       7.125      60           240
SAN ANTONIO        TX       8.750      84           360
KISSIMMEE          FL       7.375      85           360
HOUSTON            TX       9.290      84           360
SAN ANTONIO        TX       7.375      84             0(7)
LAUREL             MD       9.950     120           244
KERRVILLE          TX       8.250      84           360
DALLAS             TX       7.000      83           360
FAIRVIEW HEIGHT    IL       9.715      84           360
HOUSTON            TX       9.000      84           360
INDIANAPOLIS       IN       9.500      80           300
LANDOVER           MD       9.000     120           300
RAPID CITY         SD       8.000      84           360
BALTIMORE          MD      10.750      60           300
BOCA RATON         FL       9.000      83           360
TAMPA              FL       8.375      84           360
WASHINGTON         DC       6.500      60           360
FT. WASHINGTON     MD       8.000      83           360
DALLAS             TX       8.000      84           360

- ----------

(1)  Original  balance is the Mortgage Loan amount at the time the Mortgage Loan
     was originated.

(2)  Original loan to value is the original  balance (not  modified)  divided by
     the original appraised value.

(3)  The ratio of  Current  Loan  Balance-to-Original  Value was  calculated  by
     multiplying  the  ratio of  Original  Loan  Balance-to-Original  Value by a
     fraction, the numerator of which is the current principal balance as of the
     Cut-Off  Date and the  denominator  of which is the balance of the Mortgage
     Loan as of its origination.

(4)  The calculation of the debt service  coverage ratios set forth in the table
     was based upon the ratio of NOI,  derived from  information  for a 12 month
     period ending  December  1992 or later (or, if less than a 12-month  period
     was  available,  at least a 9-month  period  ending  April  1993 or later),
     unless  otherwise  indicated  divided by the annualized  monthly payment in
     effect as of September 1, 1996.

(5)  Information not available.

(6)  No negative amortization amount is permitted.

(7)  Interest only Mortgage Loan.

(8)  Without giving effect to any modification or extension of maturity date.

(9)  Without  giving  effect to the  Maturity  Date  Extension  Assumptions  For
     Matured Performing Mortgage Loans described herein.

(10) This Mortgage Loan and another  Mortgage Loan in Mortgage Loan Group 3 with
     a Scheduled  Principal  Balance as of  September  1, 1996 of  approximately
     $223,707 are equally and ratably  secured by the same  Mortgaged  Property.
     The LTVs in the chart are based on the aggregate principal balance of these
     two loans.

(11) The Mortgage Loan had a period of interest only payments prior to the start
     of the amortization period.

<PAGE>

                           Maturity     Original
     City          State   Date(10)     Balance(1)
     ----          -----   --------     ----------

Mortgage Loan 
Group 4

DALLAS/PLANO       TX      1999-05-01   $9,675,000
NEW YORK           NY      1995-04-01   12,000,000
SEATTLE            WA      2001-01-04    6,335,000
OCEAN CITY         MD      1998-03-01    6,300,000
GAINESVILLE        FL      2000-06-15    6,500,000
SAN ANTONIO        TX      2000-08-31    4,590,000
JACKSONVILLE       FL      1995-03-01    4,450,000
RICHMOND           VA      1998-06-01    4,080,000
KANSAS CITY        MO      2000-12-14    3,740,000
LOS GATOS          CA      1999-10-01    3,650,000
OCEAN CITY         MD      2002-07-01    4,200,000
BEAVERTON          OR      2000-04-23    3,562,500
CARRBORO           NC      2000-07-01    3,520,000
KISSIMMEE          FL      1999-07-01    3,400,850
MIAMI              FL      2012-04-15    3,675,000
ANNAPOLIS          MD      1999-11-01    3,345,000
ALPHARETTA         GA      1998-12-29    9,200,000
SAN ANTONIO        TX      1999-10-01    3,004,750
KISSIMMEE          FL      2001-02-01    2,850,000
HOUSTON            TX      1999-10-01    2,762,500
SAN ANTONIO        TX      2000-05-18    8,766,250
LAUREL             MD      2003-11-30    2,800,000
KERRVILLE          TX      2000-03-23    2,543,750
DALLAS             TX      2000-06-04    2,517,500
FAIRVIEW HEIGHT    IL      1999-08-01    2,507,500
HOUSTON            TX      2000-08-30    2,460,000
INDIANAPOLIS       IN      1999-12-31    2,650,000
LANDOVER           MD      2003-01-29    2,395,500
RAPID CITY         SD      2000-11-30    5,211,694
BALTIMORE          MD      1993-07-01    2,500,000
BOCA RATON         FL      1999-10-30    2,187,250
TAMPA              FL      2001-01-31    2,125,000
WASHINGTON         DC      1998-11-23    2,125,872
FT. WASHINGTON     MD      1999-11-24    2,100,000
DALLAS             TX      2000-09-01    1,955,000

- ----------

(1)  Original  balance is the Mortgage Loan amount at the time the Mortgage Loan
     was originated.

(2)  Original loan to value is the original  balance (not  modified)  divided by
     the original appraised value.

(3)  The ratio of  Current  Loan  Balance-to-Original  Value was  calculated  by
     multiplying  the  ratio of  Original  Loan  Balance-to-Original  Value by a
     fraction, the numerator of which is the current principal balance as of the
     Cut-Off  Date and the  denominator  of which is the balance of the Mortgage
     Loan as of its origination.

(4)  The calculation of the debt service  coverage ratios set forth in the table
     was based upon the ratio of NOI,  derived from  information  for a 12 month
     period ending  December  1992 or later (or, if less than a 12-month  period
     was  available,  at least a 9-month  period  ending  April  1993 or later),
     unless  otherwise  indicated  divided by the annualized  monthly payment in
     effect as of September 1, 1996.

(5)  Information not available.

(6)  No negative amortization amount is permitted.

(7)  Interest only Mortgage Loan.

(8)  Without giving effect to any modification or extension of maturity date.

(9)  Without  giving  effect to the  Maturity  Date  Extension  Assumptions  For
     Matured Performing Mortgage Loans described herein.

(10) This Mortgage Loan and another  Mortgage Loan in Mortgage Loan Group 3 with
     a Scheduled  Principal  Balance as of  September  1, 1996 of  approximately
     $223,707 are equally and ratably  secured by the same  Mortgaged  Property.
     The LTVs in the chart are based on the aggregate principal balance of these
     two loans.

(11) The Mortgage Loan had a period of interest only payments prior to the start
     of the amortization period.

<PAGE>

                          September
                          1, 1996
                          Scheduled
                          Principal    Original   Current
        City      State   Balance      LTV(2)     LTV(3)
        ----      -----   ---------    --------   ------

Mortgage Loan 
Group 4

DALLAS/PLANO      TX      $9,155,700    96.75%     91.56%
NEW YORK          NY       8,132,484    64.17      43.49
SEATTLE           WA       6,134,792    54.73      53.00
OCEAN CITY        MD       5,773,675   (5)        (5)
GAINESVILLE       FL       4,533,924    73.03      50.94
SAN ANTONIO       TX       4,479,110   113.00     110.27
JACKSONVILLE      FL       4,325,708    83.57      81.24
RICHMOND          VA       3,927,289    60.00      57.75
KANSAS CITY       MO       3,663,409    75.00      73.46
LOS GATOS         CA       3,548,259    76.80      74.66
OCEAN CITY        MD       3,492,239    70.00      58.20
BEAVERTON         OR       3,458,319    71.25      69.17
CARRBORO          NC       3,427,388    69.70      67.87
KISSIMMEE         FL       3,299,520    71.98      69.84
MIAMI             FL       3,287,984    61.25      54.80
ANNAPOLIS         MD       3,178,329    75.17      71.42
ALPHARETTA        GA       2,929,299   (5)        (5)
SAN ANTONIO       TX       2,917,572    60.10      58.36
KISSIMMEE         FL       2,773,569    64.00      62.28
HOUSTON           TX       2,682,365    61.39      59.61
SAN ANTONIO       TX       2,627,777    54.33      16.29
LAUREL            MD       2,550,322    80.00      72.87
KERRVILLE         TX       2,448,780    55.30      53.24
DALLAS            TX       2,439,667    54.70      53.01
FAIRVIEW HEIGHT   IL       2,437,469    79.35      77.13
HOUSTON           TX       2,404,703    84.83      82.92
INDIANAPOLIS      IN       2,321,639   (5)        (5)
LANDOVER          MD       2,290,474   (5)        (5)
RAPID CITY        SD       2,274,581    66.03      28.82
BALTIMORE         MD       2,244,873    59.52      53.45
BOCA RATON        FL       2,124,453    57.18      55.54
TAMPA             FL       2,077,826    95.51      93.39
WASHINGTON        DC       2,056,635    42.71      41.32
FT. WASHINGTON    MD       2,026,338    97.30      93.89
DALLAS            TX       1,901,827   117.77     114.57

Totals:                 $119,348,300

- ----------

(1)  Original  balance is the Mortgage Loan amount at the time the Mortgage Loan
     was originated.

(2)  Original loan to value is the original  balance (not  modified)  divided by
     the original appraised value.

(3)  The ratio of  Current  Loan  Balance-to-Original  Value was  calculated  by
     multiplying  the  ratio of  Original  Loan  Balance-to-Original  Value by a
     fraction, the numerator of which is the current principal balance as of the
     Cut-Off  Date and the  denominator  of which is the balance of the Mortgage
     Loan as of its origination.

(4)  The calculation of the debt service  coverage ratios set forth in the table
     was based upon the ratio of NOI,  derived from  information  for a 12 month
     period ending  December  1992 or later (or, if less than a 12-month  period
     was  available,  at least a 9-month  period  ending  April  1993 or later),
     unless  otherwise  indicated  divided by the annualized  monthly payment in
     effect as of September 1, 1996.

(5)  Information not available.

(6)  No negative amortization amount is permitted.

(7)  Interest only Mortgage Loan.

(8)  Without giving effect to any modification or extension of maturity date.

(9)  Without  giving  effect to the  Maturity  Date  Extension  Assumptions  For
     Matured Performing Mortgage Loans described herein.

(10) This Mortgage Loan and another  Mortgage Loan in Mortgage Loan Group 3 with
     a Scheduled  Principal  Balance as of  September  1, 1996 of  approximately
     $223,707 are equally and ratably  secured by the same  Mortgaged  Property.
     The LTVs in the chart are based on the aggregate principal balance of these
     two loans.

(11) The Mortgage Loan had a period of interest only payments prior to the start
     of the amortization period.

<PAGE>

                                   Maximum
                                   Mortgage   Floor
                                   Interest   Interest
      City        State   Margin   Rate       Rate
      ----        -----   ------   --------   --------

Mortgage Loan
Group 4


DALLAS/PLANO      TX
NEW YORK          NY
SEATTLE           WA
OCEAN CITY        MD
GAINESVILLE       FL
SAN ANTONIO       TX
JACKSONVILLE      FL
RICHMOND          VA
KANSAS CITY       MO
LOS GATOS         CA
OCEAN CITY        MD      2.00%    12.500%    8.500%
BEAVERTON         OR
CARRBORO          NC
KISSIMMEE         FL
MIAMI             FL
ANNAPOLIS         MD
ALPHARETTA        GA
SAN ANTONIO       TX
KISSIMMEE         FL
HOUSTON           TX
SAN ANTONIO       TX
LAUREL            MD
KERRVILLE         TX
DALLAS            TX
FAIRVIEW HEIGHT   IL
HOUSTON           TX
INDIANAPOLIS      IN
LANDOVER          MD
RAPID CITY        SD
BALTIMORE         MD
BOCA RATON        FL
TAMPA             FL
WASHINGTON        DC
FT. WASHINGTON    MD
DALLAS            TX

- ----------

(1)  Original  balance is the Mortgage Loan amount at the time the Mortgage Loan
     was originated.

(2)  Original loan to value is the original  balance (not  modified)  divided by
     the original appraised value.

(3)  The ratio of  Current  Loan  Balance-to-Original  Value was  calculated  by
     multiplying  the  ratio of  Original  Loan  Balance-to-Original  Value by a
     fraction, the numerator of which is the current principal balance as of the
     Cut-Off  Date and the  denominator  of which is the balance of the Mortgage
     Loan as of its origination.

(4)  The calculation of the debt service  coverage ratios set forth in the table
     was based upon the ratio of NOI,  derived from  information  for a 12 month
     period ending  December  1992 or later (or, if less than a 12-month  period
     was  available,  at least a 9-month  period  ending  April  1993 or later),
     unless  otherwise  indicated  divided by the annualized  monthly payment in
     effect as of September 1, 1996.

(5)  Information not available.

(6)  No negative amortization amount is permitted.

(7)  Interest only Mortgage Loan.

(8)  Without giving effect to any modification or extension of maturity date.

(9)  Without  giving  effect to the  Maturity  Date  Extension  Assumptions  For
     Matured Performing Mortgage Loans described herein.

(10) This Mortgage Loan and another  Mortgage Loan in Mortgage Loan Group 3 with
     a Scheduled  Principal  Balance as of  September  1, 1996 of  approximately
     $223,707 are equally and ratably  secured by the same  Mortgaged  Property.
     The LTVs in the chart are based on the aggregate principal balance of these
     two loans.  

(11) The Mortgage Loan had a period of interest only payments prior to the start
     of the amortization period.

<PAGE>
<TABLE>
<CAPTION>
                   Periodic
                   Rate         Rate         Payment      Negam     Debt          Monthly
                   Adjustment   Reset        Adj.         Percent   Service       Payments
    City           Cap          Frequency    Frequency    Cap       Coverage(4)   Past Due(12)
    ----           ----------   ---------    ---------    -------   -----------   ------------
Mortgage Loan
Group 4
<S>                <C>          <C>          <C>          <C>       <C>           <C>
DALLAS/PLANO                    Fixed Rate   Fixed Rate             0.43          Current
NEW YORK                        Fixed Rate   Fixed Rate             1.65          Current
SEATTLE                         Fixed Rate   Fixed Rate             2.50          Current
OCEAN CITY                      Fixed Rate   Fixed Rate             0.84          Current
GAINESVILLE                     Fixed Rate   Fixed Rate             (5)           30 days
SAN ANTONIO                     Fixed Rate   Fixed Rate             1.45          Current
JACKSONVILLE                    Fixed Rate   Fixed Rate             1.28          60 days
RICHMOND                        Fixed Rate   Fixed Rate             (5)           Current
KANSAS CITY                     Fixed Rate   Fixed Rate             0.45          Current
LOS GATOS                       Fixed Rate   Fixed Rate             2.18          Current
OCEAN CITY                      Annually     Annually     (6)       0.09          Current
BEAVERTON                       Fixed Rate   Fixed Rate             1.52          Current
CARRBORO                        Fixed Rate   Fixed Rate             (5)           Current
KISSIMMEE                       Fixed Rate   Fixed Rate             (5)           90+ days
MIAMI                           Fixed Rate   Fixed Rate             0.80          Current
ANNAPOLIS                       Fixed Rate   Fixed Rate             (5)           Current
ALPHARETTA                      Fixed Rate   Fixed Rate             1.55          Current
SAN ANTONIO                     Fixed Rate   Fixed Rate             (5)           Current
KISSIMMEE                       Fixed Rate   Fixed Rate             0.96          Current
HOUSTON                         Fixed Rate   Fixed Rate             (5)           Current
SAN ANTONIO                     Fixed Rate   Fixed Rate             (5)           Current
LAUREL                          Fixed Rate   Fixed Rate             (5)           90+ days
KERRVILLE                       Fixed Rate   Fixed Rate             1.01          Current
DALLAS                          Fixed Rate   Fixed Rate             (5)           Current
FAIRVIEW HEIGHT                 Fixed Rate   Fixed Rate             (5)           Current
HOUSTON                         Fixed Rate   Fixed Rate             1.22          Current
INDIANAPOLIS                    Fixed Rate   Fixed Rate             (5)           Current
LANDOVER                        Fixed Rate   Fixed Rate             0.74          Current
RAPID CITY                      Fixed Rate   Fixed Rate             (5)           Current
BALTIMORE                       Fixed Rate   Fixed Rate             0.68          Current
BOCA RATON                      Fixed Rate   Fixed Rate             (5)           Current
TAMPA                           Fixed Rate   Fixed Rate             (5)           Current
WASHINGTON                      Fixed Rate   Fixed Rate             (5)           Current
FT. WASHINGTON                  Fixed Rate   Fixed Rate             1.68          Current
DALLAS                          Fixed Rate   Fixed Rate             0.35          Current

<FN>
- ----------
(1)  Original  balance is the Mortgage Loan amount at the time the Mortgage Loan
     was originated.

(2)  Original loan to value is the original  balance (not  modified)  divided by
     the original appraised value.

(3)  The ratio of  Current  Loan  Balance-to-Original  Value was  calculated  by
     multiplying  the  ratio of  Original  Loan  Balance-to-Original  Value by a
     fraction, the numerator of which is the current principal balance as of the
     Cut-Off  Date and the  denominator  of which is the balance of the Mortgage
     Loan as of its origination.

(4)  The calculation of the debt service  coverage ratios set forth in the table
     was based upon the ratio of NOI,  derived from  information  for a 12 month
     period ending  December  1992 or later (or, if less than a 12-month  period
     was  available,  at least a 9-month  period  ending  April  1993 or later),
     unless  otherwise  indicated  divided by the annualized  monthly payment in
     effect as of September 1, 1996.

(5)  Information not available.

(6)  No negative amortization amount is permitted.

(7)  Interest only Mortgage Loan.

(8)  Without giving effect to any modification or extension of maturity date.

(9)  Without  giving  effect to the  Maturity  Date  Extension  Assumptions  For
     Matured Performing Mortgage Loans described herein.

(10) This Mortgage Loan and another  Mortgage Loan in Mortgage Loan Group 3 with
     a Scheduled  Principal  Balance as of  September  1, 1996 of  approximately
     $223,707 are equally and ratably  secured by the same  Mortgaged  Property.
     The LTVs in the chart are based on the aggregate principal balance of these
     two loans.

(11) The Mortgage Loan had a period of interest only payments prior to the start
     of the amortization period.

(12) Calculated by the Depositor based on the Paid-to-Date  information provided
     by the Master Servicer.
</FN>
</TABLE>
<PAGE>
                            EXHIBIT J

             CHARACTERISTICS OF SELLER-ORIGINATED LOANS
               WITH BALANCES GREATER THAN $1,000,000





                       Property         Original
    City       State     Type          Balance(1)        
    ----       -----     ----          ----------        

Mortgage 
Loan Group 2
BAYTOWN        TX      Multi-Famil      $3,990,000
PASADENA       TX      Multi-Famil       3,697,500
DALLAS         TX      Multi-Famil       3,300,000
GRAPEVINE      TX      Multi-Famil       3,257,000
DUNCANVILLE    TX      Multi-Famil       3,230,000
HOUSTON        TX      Multi-Famil       2,990,000
ABILENE        TX      Multi-Famil       2,589,100
ANAHEIM        CA      Multi-Famil       2,410,000
EAST WINDS     NJ      Multi-Famil       2,295,000
BATON ROUGE    LA      Multi-Famil       2,446,500
AUSTIN         TX      Multi-Famil       2,210,000
HOUSTON        TX      Multi-Famil       2,091,000
OCEANSIDE      CA      Multi-Famil       1,912,500
NACOGDOCHE     TX      Multi-Famil       1,890,000
ARLINGTON      TX      Multi-Famil       1,785,000
FT. WORTH      TX      Multi-Famil       1,800,000
GRETNA         LA      Multi-Famil       1,676,750
SPRING         TX      Multi-Famil       1,633,750
SAN ANTONIO    TX      Multi-Famil       1,572,000
HOUSTON        TX      Multi-Famil       1,712,101
DEL RIO        TX      Multi-Famil       1,425,000
DALLAS         TX      Multi-Famil       1,170,000
ATLANTA        GA      Multi-Famil       1,147,500
KANSAS CIT     MO      Multi-Famil       1,062,500
THIBODAUX      LA      Multi-Famil       1,049,750
BROWNSVILLE    TX      Multi-Famil       1,200,000

Totals:                                $55,542,951
                                       ===========
- -----------

(1)  Original  Balance is the Mortgage Loan amount at the time the Mortgage Loan
     was originated.

(2)  Net operating  income was derived from  information  for a 12-month  period
     ending  December  1992 or later  (or,  if less than a  12-month  period was
     available,  at least a 9-month  period ending April 1993 or later),  unless
     otherwise indicated.

(3)  Information not available.

(4)  Without giving effect to any modification or extension of maturity date.

(5)  Without  giving  effect to the  Maturity  Date  Extension  Assumptions  For
     Matured Performing Mortgage Loans described herein.

(6)  The calculation of the debt service  coverage ratios set forth in the table
     was based upon the ratio of NOI,  derived from  information  for a 12 month
     period ending  December 1992 or later,  (or, if less than a 12-month period
     was available, at least a 9-month period ending April 1993 or later) unless
     otherwise  indicated divided by the annualized monthly payment in effect as
     of September 1, 1996.

(7)  Original  LTV based on the  purchase  price is 85.00%,  95.00% and  85.00%,
     respectively.

(8)  Interest only Mortgage Loan.
<PAGE>

                       September 1,
                          1996
                        Scheduled  Monthly     Note
                        Principal Payments  Origination
    City        State    Balance  Past Due     Date   

Mortgage 
Loan Group 2
BAYTOWN        TX     $3,891,689   REO     1993-05-19
PASADENA       TX     3,569,813  Current   1993-05-27
DALLAS         TX     3,202,024  Current   1993-12-21
GRAPEVINE      TX     3,163,512  Current   1993-03-04
DUNCANVILLE    TX     3,153,262  Current   1993-10-29
HOUSTON        TX     2,910,427  Current   1992-12-18
ABILENE        TX     2,518,534  Current   1992-08-28
ANAHEIM        CA     2,340,239  Current   1993-11-15
EAST WINDS     NJ     2,217,785  Current   1992-09-25
BATON ROUGE    LA     2,157,688  Current   1992-11-16
AUSTIN         TX     2,154,935  Current   1992-12-29
HOUSTON        TX     2,018,542  Current   1992-10-21
OCEANSIDE      CA     1,859,440  Current   1993-11-24
NACOGDOCHE     TX     1,828,323  Current   1992-12-31
ARLINGTON      TX     1,740,094  Current   1992-12-21
FT. WORTH      TX     1,696,002  Current   1991-10-01
GRETNA         LA     1,622,129  Current   1992-12-09
SPRING         TX     1,592,301  90+ days  1993-04-12
SAN ANTONIO    TX     1,536,843  Current   1992-10-30
HOUSTON        TX     1,491,888  Current   1992-10-09
DEL RIO        TX     1,393,247  Current   1992-12-31
DALLAS         TX     1,134,148  Current   1992-09-28
ATLANTA        GA     1,119,227  Current   1993-06-01
KANSAS CIT     MO     1,038,678  Current   1993-07-29
THIBODAUX      LA     1,024,247  Current   1993-03-31
BROWNSVILLE    TX     1,014,980  Current   1992-06-05

Totals:               $53,389,995
                      ===========


(1)  Original  Balance is the Mortgage Loan amount at the time the Mortgage Loan
     was originated.
 
(2)  Net operating  income was derived from  information  for a 12-month  period
     ending  December  1992 or later  (or,  if less than a  12-month  period was
     available,  at least a 9-month  period ending April 1993 or later),  unless
     otherwise indicated.

(3)  Information not available.

(4)  Without giving effect to any modification or extension of maturity date.

(5)  Without  giving  effect to the  Maturity  Date  Extension  Assumptions  For
     Matured Performing Mortgage Loans described herein.

(6)  The calculation of the debt service  coverage ratios set forth in the table
     was based upon the ratio of NOI,  derived from  information  for a 12 month
     period ending  December 1992 or later,  (or, if less than a 12-month period
     was available, at least a 9-month period ending April 1993 or later) unless
     otherwise  indicated divided by the annualized monthly payment in effect as
     of September 1, 1996.

(7)  Original  LTV based on the  purchase  price is 85.00%,  95.00% and  85.00%,
     respectively.

(8)  Interest only Mortgage Loan.
<PAGE>

                         Current
                        Mortgage              Original
                        Interest  Maturity      Term
    City        State     Rate     Date(5)   (Months)(4)      
    ----        -----     ----     -------   -----------      

Mortgage 
Loan Group 2
BAYTOWN        TX        9.000%  2008-06-01    180
PASADENA       TX        7.500   2000-06-01    84
DALLAS         TX        6.825   2000-12-01    83
GRAPEVINE      TX        8.500   1998-04-01    60
DUNCANVILLE    TX        8.375   2008-11-30    181
HOUSTON        TX        8.750   2000-01-01    84
ABILENE        TX        9.750   1999-09-01    84
ANAHEIM        CA        7.250   2000-11-15    84
EAST WINDS     NJ        8.500   1997-10-01    60
BATON ROUGE    LA        8.375   1999-11-16    84
AUSTIN         TX        9.675   1999-12-31    84
HOUSTON        TX        9.500   1999-11-01    84
OCEANSIDE      CA        7.375   1998-12-01    60
NACOGDOCHE     TX        8.250   1999-12-31    84
ARLINGTON      TX        9.625   2000-01-01    84
FT. WORTH      TX        9.750   1998-10-01    83
GRETNA         LA        8.250   2007-12-09    180
SPRING         TX        9.000   2008-05-01    180
SAN ANTONIO    TX        9.500   2000-01-01    84
HOUSTON        TX       10.625   2007-11-01    180
DEL RIO        TX       10.250   1999-12-31    84
DALLAS         TX        9.000   1999-10-01    84
ATLANTA        GA        9.000   2000-06-01    84
KANSAS CIT     MO        8.250   2000-08-01    84
THIBODAUX      LA        9.375   2000-03-31    84
BROWNSVILLE    TX        9.500   1999-07-01    84


- -----------
(1)  Original  Balance is the Mortgage Loan amount at the time the Mortgage Loan
     was originated.

(2)  Net operating  income was derived from  information  for a 12-month  period
     ending  December  1992 or later  (or,  if less than a  12-month  period was
     available,  at least a 9-month  period ending April 1993 or later),  unless
     otherwise indicated.

(3)  Information not available.

(4)  Without giving effect to any modification or extension of maturity date.

(5)  Without  giving  effect to the  Maturity  Date  Extension  Assumptions  For
     Matured Performing Mortgage Loans described herein.

(6)  The calculation of the debt service  coverage ratios set forth in the table
     was based upon the ratio of NOI,  derived from  information  for a 12 month
     period ending  December 1992 or later,  (or, if less than a 12-month period
     was available, at least a 9-month period ending April 1993 or later) unless
     otherwise  indicated divided by the annualized monthly payment in effect as
     of September 1, 1996.

(7)  Original  LTV based on the  purchase  price is 85.00%,  95.00% and  85.00%,
     respectively.

(8)  Interest only Mortgage Loan.


<PAGE>

                       Original
                         Amort             Current
                         Term    Fixed/    Payment
    City        State  (Months)    ARM     Amount  
    ----        -----  --------    ---     ------  

Mortgage 
Loan Group 2
BAYTOWN        TX        360     Fixed    $32,104.44
PASADENA       TX        360     Fixed     25,803.43
DALLAS         TX        360     Fixed     21,568.51
GRAPEVINE      TX        360     Fixed     25,043.52
DUNCANVILLE    TX        360     Fixed     24,550.33
HOUSTON        TX        360     Fixed     23,522.34
ABILENE        TX        360     Fixed     22,244.37
ANAHEIM        CA        360     Fixed     16,440.45
EAST WINDS     NJ        360     Fixed     17,646.56
BATON ROUGE    LA        361     Fixed     18,592.33
AUSTIN         TX        360     Fixed     18,865.71
HOUSTON        TX        360     Fixed     17,582.26
OCEANSIDE      CA        360     Fixed     13,209.16
NACOGDOCHE     TX        360     Fixed     14,198.94
ARLINGTON      TX        360     Fixed     15,172.31
FT. WORTH      TX        300     Fixed     16,040.47
GRETNA         LA        360     Fixed     12,594.97
SPRING         TX        360     Fixed     13,145.52
SAN ANTONIO    TX        360     Fixed     13,218.33
HOUSTON        TX        180     Fixed     19,058.44
DEL RIO        TX        360     Fixed     12,769.44
DALLAS         TX        360     Fixed      9,414.08
ATLANTA        GA        360     Fixed      9,233.04
KANSAS CIT     MO        360     Fixed      7,982.21
THIBODAUX      LA        360     Fixed      8,731.29
BROWNSVILLE    TX        180     Fixed     12,530.69


- -----------
(1)  Original  Balance is the Mortgage Loan amount at the time the Mortgage Loan
     was originated.

(2)  Net operating  income was derived from  information  for a 12-month  period
     ending  December  1992 or later  (or,  if less than a  12-month  period was
     available,  at least a 9-month  period ending April 1993 or later),  unless
     otherwise indicated.

(3)  Information not available.

(4)  Without giving effect to any modification or extension of maturity date.

(5)  Without  giving  effect to the  Maturity  Date  Extension  Assumptions  For
     Matured Performing Mortgage Loans described herein.

(6)  The calculation of the debt service  coverage ratios set forth in the table
     was based upon the ratio of NOI,  derived from  information  for a 12 month
     period ending  December 1992 or later,  (or, if less than a 12-month period
     was available, at least a 9-month period ending April 1993 or later) unless
     otherwise  indicated divided by the annualized monthly payment in effect as
     of September 1, 1996.

(7)  Original  LTV based on the  purchase  price is 85.00%,  95.00% and  85.00%,
     respectively.

(8)  Interest only Mortgage Loan.


<PAGE>

                        Current
                        number of
                        payments            
    City        State   per year   NOI(2)    DSCR(6) 
    ----        -----   --------   ------    ------- 

Mortgage 
Loan Group 2
BAYTOWN        TX      Monthly      (3)      (3)
PASADENA       TX      Monthly   362,956    1.17
DALLAS         TX      Monthly      (3)      (3)
GRAPEVINE      TX      Monthly      (3)      (3)
DUNCANVILLE    TX      Monthly      (3)      (3)
HOUSTON        TX      Monthly      (3)      (3)
ABILENE        TX      Monthly   616,787    2.31
ANAHEIM        CA      Monthly      (3)      (3)
EAST WINDS     NJ      Monthly      (3)      (3)
BATON ROUGE    LA      Monthly   440,000    1.97
AUSTIN         TX      Monthly      (3)      (3)
HOUSTON        TX      Monthly   344,386    1.63
OCEANSIDE      CA      Monthly      (3)      (3)
NACOGDOCHE     TX      Monthly   284,630    1.67
ARLINGTON      TX      Monthly      (3)      (3)
FT. WORTH      TX      Monthly   297,971    1.55
GRETNA         LA      Monthly   229,240    1.52
SPRING         TX      Monthly      (3)      (3)
SAN ANTONIO    TX      Monthly      (3)      (3)
HOUSTON        TX      Monthly      (3)      (3)
DEL RIO        TX      Monthly   325,809    2.13
DALLAS         TX      Monthly   93,646     0.83
ATLANTA        GA      Monthly   256,538    2.32
KANSAS CIT     MO      Monthly      (3)      (3)
THIBODAUX      LA      Monthly   111,452    1.06
BROWNSVILLE    TX      Monthly   139,922    0.93
                                 

- ----------
(1)  Original  Balance is the Mortgage Loan amount at the time the Mortgage Loan
     was originated.

(2)  Net operating  income was derived from  information  for a 12-month  period
     ending  December  1992 or later  (or,  if less than a  12-month  period was
     available,  at least a 9-month  period ending April 1993 or later),  unless
     otherwise indicated.

(3)  Information not available.

(4)  Without giving effect to any modification or extension of maturity date.

(5)  Without  giving  effect to the  Maturity  Date  Extension  Assumptions  For
     Matured Performing Mortgage Loans described herein.

(6)  The calculation of the debt service  coverage ratios set forth in the table
     was based upon the ratio of NOI,  derived from  information  for a 12 month
     period ending  December 1992 or later,  (or, if less than a 12-month period
     was available, at least a 9-month period ending April 1993 or later) unless
     otherwise  indicated divided by the annualized monthly payment in effect as
     of September 1, 1996.

(7)  Original  LTV based on the  purchase  price is 85.00%,  95.00% and  85.00%,
     respectively.

(8)  Interest only Mortgage Loan.
<PAGE>

                           Under-
                          writing
                         Appraised  Loan to
    City        State      Value   Appraisal        
    ----        -----      -----   ---------        

Mortgage 
Loan Group 2
BAYTOWN        TX      $3,800,000  105.00
PASADENA       TX      2,850,000   130.00(7)
DALLAS         TX      4,400,000    75.00
GRAPEVINE      TX      3,200,000   101.79
DUNCANVILLE    TX      3,350,000    96.41
HOUSTON        TX      3,060,000    97.71
ABILENE        TX      2,420,000   106.99
ANAHEIM        CA      2,950,000    81.69
EAST WINDS     NJ           (3)     85.00
BATON ROUGE    LA      2,750,000    89.00
AUSTIN         TX      2,750,000    80.40
HOUSTON        TX      3,600,000    58.08
OCEANSIDE      CA      3,400,000    56.25
NACOGDOCHE     TX      2,320,000    81.50
ARLINGTON      TX      2,190,000    81.50
FT. WORTH      TX      2,020,000    89.10
GRETNA         LA      1,625,000   103.00
SPRING         TX      1,650,000    99.02
SAN ANTONIO    TX      1,920,000    81.90
HOUSTON        TX      1,350,000   126.82(7)
DEL RIO        TX      1,430,000    99.65
DALLAS         TX      1,850,000    63.20
ATLANTA        GA      2,280,000    50.33
KANSAS CIT     MO      1,110,000    95.72
THIBODAUX      LA        800,000   131.00(7)
BROWNSVILLE    TX      1,625,000    74.00


- ----------
(1)  Original  Balance is the Mortgage Loan amount at the time the Mortgage Loan
     was originated.

(2)  Net operating  income was derived from  information  for a 12-month  period
     ending  December  1992 or later  (or,  if less than a  12-month  period was
     available,  at least a 9-month  period ending April 1993 or later),  unless
     otherwise indicated.

(3)  Information not available.

(4)  Without giving effect to any modification or extension of maturity date.

(5)  Without  giving  effect to the  Maturity  Date  Extension  Assumptions  For
     Matured Performing Mortgage Loans described herein.

(6)  The calculation of the debt service  coverage ratios set forth in the table
     was based upon the ratio of NOI,  derived from  information  for a 12 month
     period ending  December 1992 or later,  (or, if less than a 12-month period
     was available, at least a 9-month period ending April 1993 or later) unless
     otherwise  indicated divided by the annualized monthly payment in effect as
     of September 1, 1996.

(7)  Original  LTV based on the  purchase  price is 85.00%,  95.00% and  85.00%,
     respectively.

(8)  Interest only Mortgage Loan.
<PAGE>

                       Property    Original
    City         State   Type     Balance(1)        
    ----         -----   ----     ----------        

Mortgage Loan 
Group 4

SEATTLE         WA    Industrial   $6,335,000
SAN ANTONIO     TX    Retail        4,590,000
RICHMOND        VA    Hospitality   4,080,000
KANSAS CITY     MO    Office        3,740,000
BEAVERTON       OR    Retail        3,562,500
CARRBORO        NC    Retail        3,520,000
KISSIMMEE       FL    Hospitality   3,400,850
SAN ANTONIO     TX    Retail        3,004,750
KISSIMMEE       FL    Retail        2,850,000
HOUSTON         TX    Retail        2,762,500
SAN ANTONIO     TX    Other         8,766,250
KERRVILLE       TX    Hospitality   2,543,750
DALLAS          TX    Hospitality   2,517,500
FAIRVIEW H      IL    Hospitality   2,507,500
HOUSTON         TX    Industrial    2,460,000
BOCA RATON      FL    Nursing       2,187,250
                      Home
TAMPA           FL    Office        2,125,000
WASHINGTON      DC    Office        2,125,872
DALLAS          TX    Hospitality   1,955,000
MARIETTA        GA    Office        1,950,000
NASHVILLE       TN    Office        1,800,000
GREENSBORO      NC    Hospitality   1,825,000
PEMBROKE P      FL    Retail        1,742,500
BASKING RI      NJ    Hospitality   1,725,000
HOUSTON         TX    Office        1,700,000
DALLAS          TX    Retail        1,710,000
AURORA          CO    Retail        1,678,750
ALBUQUERQUE     NM    Office        1,500,000
OAKLAND         CA    Office        1,479,000
FORT LEE        NJ    Office        1,416,000
CHARLOTTE       NC    Hospitality   1,360,000
DENVER          CO    Industrial    1,285,432
KELLER          TX    Retail        1,249,500
CORAL SPRINGS   FL    Retail        1,241,250
HOUSTON         TX    Retail        1,224,800
WACO            TX    Hospitality   1,211,250
MILWAUKEE       WI    Hospitality   1,207,000
MANASSAS        VA    Hospitality   1,225,000
ALBUQUERQUE     NM    Office        1,125,000
HIALEAH GA      FL    Retail        1,237,500
ALTAMONTE       FL    Retail        1,050,000
CAYCE           SC    Hospitality   1,050,000

Totals:                           $98,026,704
                                  ===========

(1)  Original  Balance is the Mortgage Loan amount at the time the Mortgage Loan
     was originated.

(2)  Net operating  income was derived from  information  for a 12-month  period
     ending  December  1992 or later  (or,  if less than a  12-month  period was
     available,  at least a 9-month  period ending April 1993 or later),  unless
     otherwise indicated.

(3)  Information not available.

(4)  Without giving effect to any modification or extension of maturity date.

(5)  Without  giving  effect to the  Maturity  Date  Extension  Assumptions  For
     Matured Performing Mortgage Loans described herein.

(6)  The calculation of the debt service  coverage ratios set forth in the table
     was based upon the ratio of NOI,  derived from  information  for a 12 month
     period ending  December 1992 or later,  (or, if less than a 12-month period
     was available, at least a 9-month period ending April 1993 or later) unless
     otherwise  indicated divided by the annualized monthly payment in effect as
     of September 1, 1996.

(7)  Original  LTV based on the  purchase  price is 85.00%,  95.00% and  85.00%,
     respectively.

(8)  Interest only Mortgage Loan.
<PAGE>

                          September
                            1,
                           1996
                         Scheduled  Monthly    Note
                         Principal Payments Origination
    City         State    Balance  Past Due    Date   
    ----         -----    -------  --------    ----   

Mortgage Loan 
Group 4

SEATTLE         WA    $6,134,792   Current   1994-01-05
SAN ANTONIO     TX    4,479,110    Current   1993-08-31
RICHMOND        VA    3,927,289    Current   1993-06-02
KANSAS CITY     MO    3,663,409    Current   1993-12-14
BEAVERTON       OR    3,458,319    Current   1993-04-23
CARRBORO        NC    3,427,388    Current   1993-06-30
KISSIMMEE       FL    3,299,520   90+ days   1992-06-17
SAN ANTONIO     TX    2,917,572    Current   1992-09-15
KISSIMMEE       FL    2,773,569    Current   1993-12-03
HOUSTON         TX    2,682,365    Current   1992-09-25
SAN ANTONIO     TX    2,627,777    Current   1993-05-18
KERRVILLE       TX    2,448,780    Current   1993-03-24
DALLAS          TX    2,439,667    Current   1993-06-04
FAIRVIEW H      IL    2,437,469    Current   1992-08-11
HOUSTON         TX    2,404,703    Current   1993-08-31
BOCA RATON      FL    2,124,453    Current   1992-10-30
TAMPA           FL    2,077,826    Current   1993-12-01
WASHINGTON      DC    2,056,635    Current   1993-11-23
DALLAS          TX    1,901,827    Current   1993-08-16
MARIETTA        GA    1,888,598    Current   1993-12-23
NASHVILLE       TN    1,746,492    Current   1993-08-09
GREENSBORO      NC    1,738,621    Current   1992-09-04
PEMBROKE P      FL    1,691,774    Current   1993-09-03
BASKING RI      NJ    1,672,883    Current   1993-02-26
HOUSTON         TX    1,657,232    Current   1992-12-22
DALLAS          TX    1,654,936    Current   1992-07-28
AURORA          CO    1,628,484    Current   1993-03-19
ALBUQUERQUE     NM    1,458,625    Current   1993-06-29
OAKLAND         CA    1,445,372    Current   1993-12-03
FORT LEE        NJ    1,385,175    Current   1993-09-24
CHARLOTTE       NC    1,306,890    Current   1993-06-07
DENVER          CO    1,224,615    Current   1993-01-15
KELLER          TX    1,222,300    Current   1993-09-27
CORAL SPRINGS   FL    1,200,944    Current   1993-07-23
HOUSTON         TX    1,192,982    Current   1992-08-31
WACO            TX    1,176,912    Current   1992-12-04
MILWAUKEE       WI    1,151,140    Current   1993-08-05
MANASSAS        VA    1,133,497    Current   1993-09-02
ALBUQUERQUE     NM    1,093,969    Current   1993-06-29
HIALEAH GA      FL    1,091,499    Current   1993-10-28
ALTAMONTE       FL    1,025,054    Current   1993-10-25
CAYCE           SC    1,000,349    Current   1993-07-09 

Totals:               $89,070,811
                      ===========

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

(1)  Original  Balance is the Mortgage Loan amount at the time the Mortgage Loan
     was originated.

(2)  Net operating  income was derived from  information  for a 12-month  period
     ending  December  1992 or later  (or,  if less than a  12-month  period was
     available,  at least a 9-month  period ending April 1993 or later),  unless
     otherwise indicated.

(3)  Information not available.

(4)  Without giving effect to any modification or extension of maturity date.

(5)  Without  giving  effect to the  Maturity  Date  Extension  Assumptions  For
     Matured Performing Mortgage Loans described herein.

(6)  The calculation of the debt service  coverage ratios set forth in the table
     was based upon the ratio of NOI,  derived from  information  for a 12 month
     period ending  December 1992 or later,  (or, if less than a 12-month period
     was available, at least a 9-month period ending April 1993 or later) unless
     otherwise  indicated divided by the annualized monthly payment in effect as
     of September 1, 1996.

(7)  Original  LTV based on the  purchase  price is 85.00%,  95.00% and  85.00%,
     respectively.

(8)  Interest only Mortgage Loan.
<PAGE>

                         Current
                        Mortgage           Original
                        Interest Maturity     Term
    City         State    Rate    Date(5)  (Months)(4)      
    ----         -----    ----    -------  -----------      

Mortgage Loan 
Group 4

SEATTLE         WA     6.290%  2001-01-04   83
SAN ANTONIO     TX     8.625   2000-08-31   84
RICHMOND        VA     6.750   1998-06-01   60
KANSAS CITY     MO     8.000   2000-12-14   83
BEAVERTON       OR     8.250   2000-04-23   84
CARRBORO        NC     8.500   2000-07-01   84
KISSIMMEE       FL     9.000   1999-07-01   84
SAN ANTONIO     TX     8.750   1999-10-01   84
KISSIMMEE       FL     7.375   2001-02-01   85
HOUSTON         TX     9.290   1999-10-01   84
SAN ANTONIO     TX     7.375   2000-05-18   84
KERRVILLE       TX     8.250   2000-03-23   84
DALLAS          TX     7.000   2000-06-04   83
FAIRVIEW H      IL     9.715   1999-08-01   84
HOUSTON         TX     9.000   2000-08-30   84
BOCA RATON      FL     9.000   1999-10-30   83
TAMPA           FL     8.375   2001-01-31   84
WASHINGTON      DC     6.500   1998-11-23   60
DALLAS          TX     8.000   2000-09-01   84
MARIETTA        GA     6.500   1999-01-01   60
NASHVILLE       TN     7.125   1998-09-01   60
GREENSBORO      NC     9.375   2017-10-01  300
PEMBROKE P      FL     7.375   2000-09-02   83
BASKING RI      NJ     8.375   2000-03-01   84
HOUSTON         TX     9.625   2000-01-01   84
DALLAS          TX     9.000   1999-08-01   84
AURORA          CO     8.275   2000-04-01   84
ALBUQUERQUE     NM     8.250   2000-06-29   84
OAKLAND         CA     8.250   2001-01-01   84
FORT LEE        NJ     9.000   1998-09-24   60
CHARLOTTE       NC     9.000   2000-07-01   84
DENVER          CO     8.670   2000-01-15   84
KELLER          TX     9.000   2000-09-03   83
CORAL SPRINGS   FL     7.210    200-08-01   84
HOUSTON         TX    10.000   1999-09-01   84
WACO            TX     9.000   1999-12-31   84
MILWAUKEE       WI     9.000   2000-08-05   83
MANASSAS        VA     6.950   2000-10-01   84
ALBUQUERQUE     NM     8.250   2000-06-29   84
HIALEAH GA      FL     7.000   2000-10-28   84
ALTAMONTE       FL     8.375   2000-10-25   84
CAYCE           SC     7.500   2000-08-01   84


- ----------

(1)  Original  Balance is the Mortgage Loan amount at the time the Mortgage Loan
     was originated.
 
(2)  Net operating  income was derived from  information  for a 12-month  period
     ending  December  1992 or later  (or,  if less than a  12-month  period was
     available,  at least a 9-month  period ending April 1993 or later),  unless
     otherwise indicated.

(3)  Information not available.

(4)  Without giving effect to any modification or extension of maturity date.

(5)  Without  giving  effect to the  Maturity  Date  Extension  Assumptions  For
     Matured Performing Mortgage Loans described herein.

(6)  The calculation of the debt service  coverage ratios set forth in the table
     was based upon the ratio of NOI,  derived from  information  for a 12 month
     period ending  December 1992 or later,  (or, if less than a 12-month period
     was available, at least a 9-month period ending April 1993 or later) unless
     otherwise  indicated divided by the annualized monthly payment in effect as
     of September 1, 1996.

(7)  Original  LTV based on the  purchase  price is 85.00%,  95.00% and  85.00%,
     respectively.

(8)  Interest only Mortgage Loan.
<PAGE>

                       Original
                         Amort           Current
                         Term   Fixed/   Payment
    City         State (Months)  ARM     Amount  
    ----         ----- --------  ---     ------  

Mortgage Loan 
Group 4

SEATTLE         WA      360    Fixed   39,170.64
SAN ANTONIO     TX      360    Fixed   35,700.55
RICHMOND        VA      360    Fixed   26,462.81
KANSAS CITY     MO      360    Fixed   27,442.80
BEAVERTON       OR      360    Fixed   26,763.87
CARRBORO        NC      360    Fixed   27,065.75
KISSIMMEE       FL      360    Fixed   27,364.01
SAN ANTONIO     TX      360    Fixed   23,638.38
KISSIMMEE       FL      360    Fixed   19,684.24
HOUSTON         TX      360    Fixed   22,806.53
SAN ANTONIO     TX       0(8)  Fixed   16,149.87
KERRVILLE       TX      360    Fixed   18,967.46
DALLAS          TX      360    Fixed   16,748.99
FAIRVIEW H      IL      360    Fixed   21,478.87
HOUSTON         TX      360    Fixed   19,793.70
BOCA RATON      FL      360    Fixed   17,599.11
TAMPA           FL      360    Fixed   16,151.54
WASHINGTON      DC      360    Fixed   13,436.96
DALLAS          TX      360    Fixed   14,345.10
MARIETTA        GA      360    Fixed   12,325.33
NASHVILLE       TN      360    Fixed   12,126.93
GREENSBORO      NC      300    Fixed   15,786.68
PEMBROKE P      FL      360    Fixed   12,035.00
BASKING RI      NJ      360    Fixed   13,111.25
HOUSTON         TX      360    Fixed   14,449.82
DALLAS          TX      360    Fixed   13,759.05
AURORA          CO      360    Fixed   12,641.41
ALBUQUERQUE     NM      360    Fixed   11,269.00
OAKLAND         CA      360    Fixed   11,111.23
FORT LEE        NJ      360    Fixed   11,393.46
CHARLOTTE       NC      300    Fixed   11,413.12
DENVER          CO      300    Fixed   10,498.32
KELLER          TX      360    Fixed   10,053.75
CORAL SPRINGS   FL      360    Fixed    8,433.86
HOUSTON         TX      360    Fixed   10,748.50
WACO            TX      360    Fixed    9,745.99
MILWAUKEE       WI      300    Fixed   10,129.10
MANASSAS        VA      240    Fixed    9,460.68
ALBUQUERQUE     NM      360    Fixed    8,451.75
HIALEAH GA      FL      180    Fixed   11,123.00
ALTAMONTE       FL      360    Fixed    7,980.76
CAYCE           SC      300    Fixed    7,759.41


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

(1)  Original  Balance is the Mortgage Loan amount at the time the Mortgage Loan
     was originated.
    
(2)  Net operating  income was derived from  information  for a 12-month  period
     ending  December  1992 or later  (or,  if less than a  12-month  period was
     available,  at least a 9-month  period ending April 1993 or later),  unless
     otherwise indicated.
    
(3)  Information not available.
    
(4)  Without giving effect to any modification or extension of maturity date.

(5)  Without  giving  effect to the  Maturity  Date  Extension  Assumptions  For
     Matured Performing Mortgage Loans described herein.

(6)  The calculation of the debt service  coverage ratios set forth in the table
     was based upon the ratio of NOI,  derived from  information  for a 12 month
     period ending  December 1992 or later,  (or, if less than a 12-month period
     was available, at least a 9-month period ending April 1993 or later) unless
     otherwise  indicated divided by the annualized monthly payment in effect as
     of September 1, 1996.

(7)  Original  LTV based on the  purchase  price is 85.00%,  95.00% and  85.00%,
     respectively.

(8)  Interest only Mortgage Loan.
<PAGE>

                         Current
                        number of
                        payments           
    City         State  per year  NOI(2)    DSCR(6) 
    ----         -----  --------  ------    ------- 

Mortgage Loan 
Group 4

SEATTLE         WA    Monthly  1,175,547    2.50
SAN ANTONIO     TX    Monthly    620,761    1.45
RICHMOND        VA    Monthly        (3)    (3)
KANSAS CITY     MO    Monthly    147,976    0.45
BEAVERTON       OR    Monthly    487,213    1.52
CARRBORO        NC    Monthly        (3)    (3)
KISSIMMEE       FL    Monthly        (3)    (3)
SAN ANTONIO     TX    Quarterly      (3)    (3)
KISSIMMEE       FL    Monthly    226,731    0.96
HOUSTON         TX    Monthly        (3)    (3)
SAN ANTONIO     TX    Monthly        (3)    (3)
KERRVILLE       TX    Monthly    228,763    1.01
DALLAS          TX    Monthly        (3)    (3)
FAIRVIEW H      IL    Monthly        (3)    (3)
HOUSTON         TX    Monthly    289,360    1.22
BOCA RATON      FL    Monthly        (3)    (3)
TAMPA           FL    Monthly        (3)    (3)
WASHINGTON      DC    Monthly        (3)    (3)
DALLAS          TX    Monthly     60,610    0.35
MARIETTA        GA    Monthly    241,258    1.63
NASHVILLE       TN    Monthly        (3)    (3)
GREENSBORO      NC    Monthly        (3)    (3)
PEMBROKE P      FL    Monthly        (3)    (3)
BASKING RI      NJ    Monthly        (3)    (3)
HOUSTON         TX    Monthly        (3)    (3)
DALLAS          TX    Monthly        (3)    (3)
AURORA          CO    Monthly    218,778    1.44
ALBUQUERQUE     NM    Monthly    591,684    4.38
OAKLAND         CA    Monthly        (3)    (3)
FORT LEE        NJ    Monthly        (3)    (3)
CHARLOTTE       NC    Monthly     84,836    0.62
DENVER          CO    Monthly    186,369    1.48
KELLER          TX    Monthly     65,832    0.55
CORAL SPRINGS   FL    Monthly        (3)    (3)
HOUSTON         TX    Monthly    272,099    2.11
WACO            TX    Monthly        (3)    (3)
MILWAUKEE       WI    Monthly    287,083    2.36
MANASSAS        VA    Monthly        (3)    (3)
ALBUQUERQUE     NM    Monthly        (3)    (3)
HIALEAH GA      FL    Monthly        (3)    (3)
ALTAMONTE       FL    Monthly        (3)    (3)
CAYCE           SC    Monthly    205,534    2.21
                             

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

(1)  Original  Balance is the Mortgage Loan amount at the time the Mortgage Loan
     was originated.

(2)  Net operating  income was derived from  information  for a 12-month  period
     ending  December  1992 or later  (or,  if less than a  12-month  period was
     available,  at least a 9-month  period ending April 1993 or later),  unless
     otherwise indicated.

(3)  Information not available.

(4)  Without giving effect to any modification or extension of maturity date.

(5)  Without  giving  effect to the  Maturity  Date  Extension  Assumptions  For
     Matured Performing Mortgage Loans described herein.

(6)  The calculation of the debt service  coverage ratios set forth in the table
     was based upon the ratio of NOI,  derived from  information  for a 12 month
     period ending  December 1992 or later,  (or, if less than a 12-month period
     was available, at least a 9-month period ending April 1993 or later) unless
     otherwise  indicated divided by the annualized monthly payment in effect as
     of September 1, 1996.

(7)  Original  LTV based on the  purchase  price is 85.00%,  95.00% and  85.00%,
     respectively.

(8)  Interest only Mortgage Loan.
<PAGE>

                          Under-
                         writing
                         Appraised      Loan to
    City         State     Value        Appraisal        
    ----         -----     -----        ---------        

Mortgage Loan 
Group 4

SEATTLE         WA    11,575,000             54.73
SAN ANTONIO     TX     4,050,000            113.00
RICHMOND        VA     6,800,000             60.00
KANSAS CITY     MO     5,000,000             75.00
BEAVERTON       OR     5,000,000             71.25
CARRBORO        NC     5,050,000             69.70
KISSIMMEE       FL     4,725,000             71.98
SAN ANTONIO     TX     5,000,000             60.10
KISSIMMEE       FL     4,430,000             64.00
HOUSTON         TX     4,500,000             61.39
SAN ANTONIO     TX     6,135,000             54.33
KERRVILLE       TX     4,600,000             55.30
DALLAS          TX     4,600,000             54.70
FAIRVIEW H      IL     3,160,000             79.35
HOUSTON         TX     2,900,000             84.83
BOCA RATON      FL     3,825,000             57.18
TAMPA           FL     2,225,000             95.51
WASHINGTON      DC     7,900,000             42.71
DALLAS          TX     1,660,000            117.77
MARIETTA        GA     2,250,000             86.67
NASHVILLE       TN     3,000,000             60.00
GREENSBORO      NC     2,400,000             76.04
PEMBROKE P      FL     2,400,000             73.00
BASKING RI      NJ     2,100,000             82.10
HOUSTON         TX     1,800,000             94.44
DALLAS          TX     2,800,000             61.10
AURORA          CO     2,850,000             59.00
ALBUQUERQUE     NM     3,624,000             41.40
OAKLAND         CA     2,500,000             59.00
FORT LEE        NJ     4,550,000             31.12
CHARLOTTE       NC     1,800,000             75.50
DENVER          CO     2,050,000             62.70
KELLER          TX           (3)             70.00
CORAL SPRINGS   FL     2,535,000             49.00
HOUSTON         TX     1,850,000             66.20
WACO            TX     1,375,000             88.10
MILWAUKEE       WI     1,775,000             68.00
MANASSAS        VA     1,750,000             70.00
ALBUQUERQUE     NM     3,200,000             35.00
HIALEAH GA      FL     2,400,000             51.56
ALTAMONTE       FL     1,700,000             61.76
CAYCE           SC     1,750,000             60.00
                                            

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

(1)  Original  Balance is the Mortgage Loan amount at the time the Mortgage Loan
     was originated.
 
(2)  Net operating  income was derived from  information  for a 12-month  period
     ending  December  1992 or later  (or,  if less than a  12-month  period was
     available,  at least a 9-month  period ending April 1993 or later),  unless
     otherwise indicated.

(3)  Information not available.
 
(4)  Without giving effect to any modification or extension of maturity date.

(5)  Without  giving  effect to the  Maturity  Date  Extension  Assumptions  For
     Matured Performing Mortgage Loans described herein.

(6)  The calculation of the debt service  coverage ratios set forth in the table
     was based upon the ratio of NOI,  derived from  information  for a 12 month
     period ending  December 1992 or later,  (or, if less than a 12-month period
     was available, at least a 9-month period ending April 1993 or later) unless
     otherwise  indicated divided by the annualized monthly payment in effect as
     of September 1, 1996.

(7)  Original  LTV based on the  purchase  price is 85.00%,  95.00% and  85.00%,
     respectively.

(8)  Interest only Mortgage Loan.



                                     ANNEX A

                             [Underlying Prospectus]

PROSPECTUS

                          $1,138,087,000 (Approximate)
          Commercial Mortgage Pass-Through Certificates, Series 1994-C1

                                   (RTC LOGO)

                          Resolution Trust Corporation,
                                     Seller*

                   Midland Data Systems, Inc., Master Servicer
        Banc One Management and Consulting Corporation, Special Servicer

    The Certificates  will evidence  beneficial  ownership  interests in a trust
fund (the "Trust Fund")  established by the Seller. The Class R Certificates are
not being offered  hereby.  The Trust Fund will consist  primarily of a mortgage
pool (the  "Mortgage  Pool")  conveyed by the Seller to the trustee of the Trust
Fund.  The Mortgage Pool will consist  primarily of  adjustable  and fixed rate,
amortizing  and balloon  payment,  conventional  mortgage loans secured by first
liens on commercial real estate properties,  multifamily  residential properties
and mixed  residential/  commercial  properties  and will also include  mortgage
loans secured by junior liens on such types of properties  (all of such mortgage
loans collectively  referred to as the "Mortgage  Loans").  Distributions on the
Certificates  will be made monthly on each Distribution Date (as defined herein)
beginning in October 1994. The Class A-1, Class A-2A,  Class A-2B and Class A-2C
Certificates  do not represent  beneficial  ownership  interests in any Mortgage
Loans other than certain multifamily Mortgage Loans included in the Trust Fund.

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

THE  CERTIFICATES  DO NOT  REPRESENT  AN  OBLIGATION  OF OR AN  INTEREST  IN THE
RESOLUTION  TRUST  CORPORATION  OR ANY  DEPOSITORY  INSTITUTION  FOR  WHICH  THE
RESOLUTION  TRUST  CORPORATION IS THE RECEIVER OR CONSERVATOR.  THE CERTIFICATES
WILL NOT BE SAVINGS  ACCOUNTS OR DEPOSITS AND ARE NOT INSURED OR  GUARANTEED  BY
THE FEDERAL DEPOSIT INSURANCE  CORPORATION,  THE RESOLUTION TRUST CORPORATION OR
ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

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. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.



             Initial Certificate     Price to     Underwriting   Final Scheduled
             Principal Amount(1)     Public(2)    Discount(3)     Distribution
                                                                     Date(4)
Class A-1..          $141,209,000    100.000000%     0.50%        June 25, 2026
- ---------            ------------    -----------     -----        -------------
Class A-2A.           $35,722,000     99.890625%     0.50%        June 25, 2026
- ----------            -----------     ----------     -----        -------------
Class A-2B.           $23,155,000     99.312500%     0.50%        June 25, 2026
- ----------            -----------     ----------     -----        -------------
Class A-2C.          $129,291,000     95.062500%     0.50%        June 25, 2026
- ----------           ------------     ----------     -----        -------------
Class A-3..          $341,663,000    100.000000%     0.50%        June 25, 2026
- ---------            ------------    -----------     -----        -------------
Class A-4..           $68,714,000     99.937500%     0.50%        June 25, 2026
- ---------             -----------     ----------     -----        -------------
Class B....           $56,905,000     96.062500%     0.70%        June 25, 2026
- -------               -----------     ----------     -----        -------------
Class C....          $102,428,000     92.312500%     1.00%        June 25, 2026
- -------              ------------     ----------     -----        -------------
Class D....           $68,286,000     89.656250%     1.25%        June 25, 2026
- -------               -----------     ----------     -----        -------------
Class E....          $125,190,000     75.000000%     1.75%        June 25, 2026
- -------              ------------     ----------     -----        -------------
Class F....           $45,524,000     76.312500%     2.00%        June 25, 2026
- -------               -----------     ----------     -----        -------------

- ----------
(1) Subject to a permitted variance of plus or minus 5%.
(2) Plus accrued  interest from September 1, 1994 in the case of the Class A-2A,
    Class A-2B,  Class A-2C,  Class A-4,  Class B, Class C, Class D, Class E and
    Class F  Certificates  and from  September 25, 1994 in the case of the Class
    A-1 and Class A-3 Certificates.
(3) The aggregate  proceeds  (excluding accrued interest) to the Seller from the
    sale of the Offered Certificates,  before deducting expenses estimated to be
    $10,000,000, will be approximately $1,063,126,667.
(4) The Final  Scheduled  Distribution  Dates  have been set to a date two years
    after the  Distribution  Date  following  the latest  maturity  date for any
    Mortgage Loan in the Mortgage Pool.

*  In this  Prospectus,  the term  "Seller" will refer to the  Resolution  Trust
   Corporation acting as seller in its corporate capacity and in its capacity as
   conservator or receiver of each of certain Depository Institutions.  The term
   "RTC" will refer to the  Resolution  Trust  Corporation  acting solely in its
   corporate  capacity and not as Seller. See "THE RESOLUTION TRUST CORPORATION"
   herein.

     The Class A-1, Class A-2A,  Class A-2B,  Class A-2C,  Class A-3, Class A-4,
Class B,  Class C,  Class D,  Class E and  Class F  Certificates  (the  "Offered
Certificates") are offered by the Underwriters when, as and if issued, delivered
to and accepted by them and subject to their right to reject  orders in whole or
in part. It is expected that the Offered  Certificates  will be delivered either
in book-entry form through the facilities of The Depository  Trust Company or in
fully registered, certificated form on or about September 29, 1994 (the "Closing
Date").


 Bear, Stearns & Co.                           Blaylock & Partners,
         Inc.                                          L.P.
   CS First Boston      Goldman, Sachs & Co.     Lehman Brothers
Artemis Capital Group                            Doley Securities
   Guzman & Company                           Muriel Siebert & Co.,
                                                       Inc.

    The date of this Prospectus is September 26, 1994.

    An election will be made to treat a segregated asset pool (the "REMIC Pool")
within the Trust Fund as a "real estate mortgage investment conduit" (a "REMIC")
for  federal  income tax  purposes.  The  Offered  Certificates  will  represent
beneficial  ownership  interests in the  respective  "regular  interests" in the
REMIC Pool, and the Floating Rate  Certificates will also be entitled to receive
certain  amounts  available to be withdrawn  from the Reserve Fund in respect of
Basis Risk as described herein. The Class R Certificates,  which are not offered
hereby,  will be the "residual interest" in the REMIC Pool. See "CERTAIN FEDERAL
INCOME TAX CONSEQUENCES" herein.

    Prospective  investors  in the  Offered  Certificates  should  consider  the
factors discussed herein under "SPECIAL CONSIDERATIONS."

    There is currently no secondary market for the Offered Certificates. Certain
of the  Underwriters,  either  directly  and/or through one or more  affiliates,
intend to make a secondary market in the Offered  Certificates,  but none of the
Underwriters  has any  obligation  to do so.  There can be no  assurance  that a
secondary  market will develop for any Class of Offered  Certificates  or, if it
does  develop,  that it will  provide  the  Holders  of such  Certificates  with
liquidity  of   investment  or  that  it  will  remain  for  the  term  of  such
Certificates.  No  arrangement  for  listing of the  Offered  Certificates  on a
securities exchange is being made.

     Pryor,  McClendon,  Counts & Co., Inc.  serves as financial  advisor to the
Seller in connection with the issuance and sale of the Offered Certificates.

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

    The information set forth in this Prospectus generally is based on Scheduled
Principal  Balances,  Mortgage Interest Rates (each as defined herein) and other
information  as of September 1, 1994 with respect to mortgage  loans expected to
be included in the Trust Fund. Not all of such mortgage loans may be included in
the Trust Fund, and  consequently the information set forth herein may vary from
comparable  information on the Mortgage Loans  ultimately  included in the Trust
Fund. In addition,  the  information  set forth herein may change as a result of
principal  payments,  Mortgage  Interest  Rate  adjustments  and  other  factors
relating to the mortgage  loans prior to the Closing  Date (as defined  herein).
Within 15 days following the Closing Date, the Seller will file a report on Form
8-K with the Securities and Exchange  Commission (the  "Commission")  which will
set forth  information  with respect to the Mortgage Loans included in the Trust
Fund on the Closing Date.

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

    IN CONNECTION WITH THIS OFFERING,  THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS  WHICH  STABILIZE  OR  MAINTAIN  THE MARKET  PRICES OF THE  OFFERED
CERTIFICATES  AT LEVELS  ABOVE THOSE WHICH MIGHT  OTHERWISE  PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

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

    UNTIL 90 DAYS  AFTER  THE DATE OF THIS  PROSPECTUS,  ALL  DEALERS  EFFECTING
TRANSACTIONS IN THE OFFERED  CERTIFICATES,  WHETHER OR NOT PARTICIPATING IN THIS
DISTRIBUTION,  MAY BE REQUIRED TO DELIVER A  PROSPECTUS.  THIS IS IN ADDITION TO
THE  OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS  WHEN ACTING AS  UNDERWRITERS
AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.


                             SUMMARY OF INFORMATION

    The  following  summary is  qualified  in its  entirety by  reference to the
detailed information  appearing elsewhere in this Prospectus.  Capitalized terms
used but not  defined  herein  have the  meanings  assigned  in the text of this
Prospectus and in the glossary at the end of this Prospectus.

Title of  Certificates......  Commercial  Mortgage  Pass-Through   Certificates,
                              Series 1994-C1.

Offered  Certificates.......  The Class A-1, Class A-2A, Class A-2B, Class A-2C,
                              Class A-3,  Class A-4,  Class B, Class C, Class D,
                              Class E and  Class F  Certificates  (the  "Offered
                              Certificates").

                              As used  herein,  the term "Class A  Certificates"
                              refers to any one or all of the Class  A-1,  Class
                              A-2A,  Class A-2B, Class A-2C, Class A-3 and Class
                              A-4 Certificates, the term "Multifamily Fixed Rate
                              Certificates"  refers  to  any  one  or all of the
                              Class   A-2A,    Class   A-2B   and   Class   A-2C
                              Certificates,  the  term  "Commercial  Fixed  Rate
                              Certificates"  refers  to  any  one  or all of the
                              Class A-4,  Class B, Class C, Class D, Class E and
                              Class  F   Certificates,   the  term  "Fixed  Rate
                              Certificates"  refers  to  any  one  or all of the
                              Multifamily   Fixed  Rate   Certificates  and  the
                              Commercial  Fixed  Rate  Certificates,   the  term
                              "Floating Rate Certificates"  refers to any one or
                              all of the Class  A-1 and  Class A-3  Certificates
                              and the term "Multifamily  Certificates" refers to
                              any one or all of the Class A-1, Class A-2A, Class
                              A-2B and Class A-2C Certificates.

                              The  initial  Certificate   Principal  Amount  (as
                              defined herein) of each Class (each, a "Class") of
                              the  Offered  Certificates  will be  subject  to a
                              permitted variance of plus or minus 5%.

Certificates Other Than 
the Offered 
Certificates..................The Class R Certificates. The Class R Certificates
                              are not  being  offered  hereby,  and  information
                              included herein with respect to such  Certificates
                              is  solely  for  the   information   of  potential
                              investors in the Offered Certificates.

Distributions of Interest.....On  each  Distribution   Date,   distributions  in
                              respect  of  interest  will be made to  holders of
                              each Class of Offered Certificates,  to the extent
                              that  the  Available   Distribution   Amounts  (as
                              defined  herein) are  sufficient  therefor,  in an
                              amount  equal to the interest  accrued  during the
                              related Interest Accrual Period (as defined below)
                              on the Certificate  Principal Amount of such Class
                              at the  applicable  Pass-Through  Rate (as defined
                              below) therefor,  reduced by any Deferred Interest
                              (as defined herein) allocable thereto as described
                              herein.  Any Deferred Interest with respect to the
                              Mortgage Loans included in any Mortgage Loan Group
                              will  be  allocated  to  the  related  Classes  of
                              Offered  Certificates  in the  manner,  and to the
                              extent,   described  herein.  The  amount  of  any
                              Deferred Interest  allocated to a Class of Offered
                              Certificates  will  be  added  to the  Certificate
                              Principal Amount thereof.

                              Interest that accrues on each Class of the Offered
                              Certificates  will be calculated on the assumption
                              that distributions in reduction of the Certificate
                              Principal  Amount thereof on a Distribution  Date,
                              and any  additions to such  Certificate  Principal
                              Amount in respect  of  Deferred  Interest  on such
                              Distribution  Date,  are  made  at the  end of the
                              related Interest Accrual Period.

                              See    "DESCRIPTION   OF   THE   CERTIFICATES   --
                              Distributions -- Interest" herein.

Interest Accrual Period.......For   the   Fixed   Rate   Certificates   and  any
                              Distribution  Date, the calendar  month  preceding
                              such  Distribution  Date.  For the  Floating  Rate
                              Certificates  and  any   Distribution   Date,  the
                              one-month  period from and  including the 25th day
                              of the  preceding  month  (or,  in the case of the
                              first  Distribution  Date,  the Closing  Date) and
                              ending on and  including the 24th day of the month
                              in which such Distribution  Date occurs.  Interest
                              will be  calculated on the basis of a 360-day year
                              consisting of twelve 30-day months.

Pass-Through Rate.............Class A-1: an adjustable  Pass-Through  Rate equal
                              to LIBOR (determined  monthly as described herein)
                              plus 0.45% per annum, subject to a maximum rate of
                              13.00%.  The Class A-1  Pass-Through  Rate for the
                              first  Interest  Accrual  Period  will be equal to
                              5.5125% per annum.

                              Class A-2A: a fixed Pass-Through Rate of 6.80% per
                              annum.

                              Class A-2B: a fixed Pass-Through Rate of 7.45% per
                              annum.

                              Class A-2C: a fixed Pass-Through Rate of 7.45% per
                              annum.

                              Class A-3: an adjustable  Pass-Through  Rate equal
                              to  LIBOR  plus  0.55%  per  annum,  subject  to a
                              maximum rate of 13.00%. The Class A-3 Pass-Through
                              Rate for the first Interest Accrual Period will be
                              equal to 5.6125% per annum.

                              Class A-4: a fixed  Pass-Through Rate of 7.25% per
                              annum.

                              Class B: a fixed  Pass-Through  Rate of 8.00%  per
                              annum.

                              Class C: a fixed  Pass-Through  Rate of 8.00%  per
                              annum.

                              Class D: a fixed  Pass-Through  Rate of 8.00%  per
                              annum.

                              Class E: a fixed  Pass-Through  Rate of 8.00%  per
                              annum.

                              Class F: a fixed  Pass-Through  Rate of 8.00%  per
                              annum.

Distributions of Principal....On  each  Distribution   Date,   distributions  in
                              reduction of the Certificate  Principal Amounts of
                              the  Offered  Certificates  will  be  made  in the
                              amounts and to the extent  described  herein.  See
                              "DESCRIPTION OF THE  CERTIFICATES -- Distributions
                              --   Distributions  in  Reduction  of  Certificate
                              Principal   Amount"  and  "--   Distributions   --
                              Allocation Among Classes" herein.

Cut-Off Date..................September 1, 1994.

Closing Date..................On or about September 29, 1994.

Distribution Date.............The 25th day of each  month or, if such day is not
                              a  Business  Day (as  defined  herein),  the  next
                              Business Day, beginning in October 1994.

Record Date...................The Record Date for each Distribution Date will be
                              the close of business on the last  Business Day of
                              the  month  preceding  the  month  in  which  such
                              Distribution Date occurs, in the case of the Fixed
                              Rate  Certificates,   and  the  15th  day  of  the
                              calendar  month in which  such  Distribution  Date
                              occurs  (or,  if such  15th day is not a  Business
                              Day, the preceding  Business  Day), in the case of
                              the Floating Rate Certificates.

Reserve Fund..................The Seller will pledge to the Collateral Agent (as
                              defined  below) the Reserve  Fund to cover,  among
                              other  things,  shortfalls in  collections  on the
                              Mortgage  Loans  due to losses  and  delinquencies
                              thereon  and Basis  Risk  Shortfalls  (as  defined
                              herein), including shortfalls in interest received
                              on such Mortgage Loans as a result of prepayments.
                              The Reserve  Fund will also be  available to cover
                              certain  servicing  fees and other expenses of the
                              Trust Fund as described  herein.  See "DESCRIPTION
                              OF THE CERTIFICATES -Reserve Fund" herein.

                              The   factors   giving  rise  to  Basis  Risk  are
                              described   herein  under   "DESCRIPTION   OF  THE
                              CERTIFICATES -- Distributions -- Basis Risk."

                              The   Reserve    Fund    initially    will   equal
                              approximately  26%  of  the  aggregate   Scheduled
                              Principal  Balance  (as  defined  herein)  of  the
                              Mortgage Loans as of the Cut-Off Date.

Seller........................The Resolution  Trust  Corporation,  acting in its
                              corporate   capacity   and  in  its   capacity  as
                              conservator   or   receiver   of  the   Depository
                              Institutions.    See   "THE    RESOLUTION    TRUST
                              CORPORATION" herein.

Depository Institutions.......The 238 state or  federally  chartered  Depository
                              Institutions   for  which  the   Seller  has  been
                              appointed conservator or receiver, as the case may
                              be, and from which the  Seller  has  acquired  the
                              Mortgage  Loans.  See  "DEPOSITORY   INSTITUTIONS"
                              herein.

RTC Guarantee of Seller
Representations...............The RTC, with respect to Mortgage  Loans for which
                              it is  not  acting  as  Seller  in  its  corporate
                              capacity,  will  guarantee the  obligations of the
                              Seller  to  make   indemnification   payments   or
                              repurchase affected Mortgage Loans in the event of
                              breaches of representations and warranties made by
                              the Seller regarding, among other representations,
                              certain  characteristics of the Mortgage Loans, or
                              to cure such breaches.  Such  representations  and
                              warranties  include,   but  are  not  limited  to,
                              representations  regarding  the Seller's  title to
                              the Mortgage Loans, the lien status of the related
                              Mortgages,   the  enforceability  of  the  related
                              promissory   notes,  the  payment  status  of  the
                              Mortgage  Loans,  the  physical  condition  of the
                              Mortgaged  Properties  at the Closing Date and the
                              existence of certain  types of insurance  coverage
                              relating   to  the   Mortgaged   Properties.   The
                              Assistant   General  Counsel  for  Securities  and
                              Finance  of  the  RTC  has  opined   that  such  a
                              guarantee  will carry the full faith and credit of
                              the  United  States.   See   "DESCRIPTION  OF  THE
                              MORTGAGE LOANS -- Representations  and Warranties"
                              herein.

Master Servicer...............Midland Data Systems,  Inc. See  "SERVICING OF THE
                              MORTGAGE LOANS -- The Master Servicer" herein.

Special Servicer..............Banc One Management  and  Consulting  Corporation.
                              See  "SERVICING  OF  THE  MORTGAGE  LOANS  --  The
                              Special Servicer" herein.

Trustee.......................State   Street   Bank  and  Trust   Company.   See
                              "DESCRIPTION  OF THE  CERTIFICATES  -- Trustee and
                              Collateral Agent" herein.

Collateral Agent..............State   Street   Bank  and  Trust   Company.   See
                              "DESCRIPTION  OF THE  CERTIFICATES  -- Trustee and
                              Collateral Agent" herein.

REMIC Administrator...........The Trustee  will  prepare or cause to be prepared
                              certain tax  returns and reports and will  perform
                              certain administrative duties for the REMIC.

Agreement.....................The Pooling and  Servicing  Agreement  dated as of
                              the  Cut-Off  Date  among the  Seller,  the Master
                              Servicer, the Special Servicer and the Trustee.

Collateral Security 
Agreement.....................The Collateral  Security Agreement dated as of the
                              Cut-Off Date among the Seller, the Trustee and the
                              Collateral Agent.

The Mortgage Pool.............As  of  the  Cut-Off   Date,   the  Mortgage  Pool
                              consisted of  approximately  2,115  Mortgage Loans
                              with an approximate  aggregate Scheduled Principal
                              Balance of $1,138,319,146. The Mortgage Loans will
                              be divided into four  Mortgage  Loan Groups on the
                              basis of their  Floor  Interest  Rates (as defined
                              below),  if any,  the  types of  their  underlying
                              Mortgaged   Properties   and   whether   their
                              respective   annual   interest  rates   ("Mortgage
                              Interest   Rates")   are   fixed  or   adjustable.
                              Substantially  all of the  Mortgage  Loans are not
                              insured or guaranteed by any  governmental  entity
                              or private  mortgage  insurer.  The Mortgage Loans
                              are secured by first liens (or:  (i) with  respect
                              to 90 Mortgage  Loans with an aggregate  Scheduled
                              Principal  Balance  of  approximately  $26,952,408
                              representing  approximately  2.37% of the Mortgage
                              Pool  by  Scheduled  Principal  Balance  as of the
                              Cut-Off   Date,   by  second  liens  on  Mortgaged
                              Properties with respect to which the related first
                              liens are not included in the Mortgage Pool;  (ii)
                              with  respect  to  four  Mortgage  Loans  with  an
                              aggregate    Scheduled    Principal   Balance   of
                              approximately        $2,947,441       representing
                              approximately   0.26%  of  the  Mortgage  Pool  by
                              Scheduled  Principal  Balance  as of  the  Cut-Off
                              Date, by third liens on Mortgaged  Properties with
                              respect  to which the  related  first  and  second
                              liens are not included in the Mortgage  Pool;  and
                              (iii) with respect to five Mortgage  Loans with an
                              aggregate    Scheduled    Principal   Balance   of
                              approximately $311,273 representing  approximately
                              0.03% of the Mortgage Pool by Scheduled  Principal
                              Balance  as of  the  Cut-Off  Date,  by  liens  on
                              Mortgaged  Properties  for which the lien position
                              is unknown) on fee simple or  leasehold  interests
                              in  multifamily  residential  properties,   office
                              buildings,  retail buildings,  warehouses,  hotels
                              and motels,  industrial buildings and a variety of
                              other    commercial    properties    located    in
                              approximately   42  states  and  the  District  of
                              Columbia.  See "DESCRIPTION OF THE MORTGAGE LOANS"
                              herein.

                              Mortgage  Loan  Groups  1 and 2  will  consist  of
                              Mortgage  Loans  secured  by  first  liens  (or by
                              junior liens where all related senior liens secure
                              Mortgage  Loans  included in the related  Mortgage
                              Loan Group) on multifamily  residential properties
                              ("Eligible Multifamily Mortgage Loans"), such that
                              such  Mortgage   Loans  are  eligible  to  support
                              "mortgage related  securities" for purposes of the
                              Secondary  Mortgage Market Enhancement Act of 1984
                              (the "Enhancement Act").

                              Mortgage  Loan Group 1 will  consist  of  Mortgage
                              Loans  having  Mortgage  Interest  Rates which are
                              adjustable   and  generally   subject  to  minimum
                              interest rates ("Floor Interest Rates") lower than
                              those  of the  adjustable  rate  Group 2  Mortgage
                              Loans or no Floor Interest Rates. All of the Group
                              1 Mortgage Loans are Eligible Multifamily Mortgage
                              Loans.  As of the Cut-Off  Date,  the 352 Mortgage
                              Loans in Mortgage Loan Group 1 had an  approximate
                              aggregate    Scheduled    Principal   Balance   of
                              $217,244,863, a weighted average Mortgage Interest
                              Rate  of  approximately  7.37%  per  annum  and  a
                              weighted average remaining term to stated maturity
                              of approximately 19.71 years. Approximately 30.08%
                              of  the  Group  1  Mortgage  Loans,  by  Scheduled
                              Principal  Balance as of the Cut-Off Date, are not
                              fully amortizing over their terms to maturity.

                              Mortgage  Loan Group 2 will  consist  of  Mortgage
                              Loans  having  Mortgage  Interest  Rates which are
                              fixed (or,  in limited  cases,  which  increase or
                              decrease by fixed  amounts  after the Cut-Off Date
                              on a  predetermined  schedule) and Mortgage  Loans
                              having   Mortgage   Interest   Rates   which   are
                              adjustable,  but subject to a Floor  Interest Rate
                              of at least  8.375% per annum.  All of the Group 2
                              Mortgage loans are Eligible  Multifamily  Mortgage
                              Loans.  As of the Cut-Off  Date,  the 516 Mortgage
                              Loans in Mortgage Loan Group 2 had an  approximate
                              aggregate   Scheduled   Principal  Balance  of
                              $289,490,463, a weighted average Mortgage Interest
                              Rate  of  approximately  8.84%  per  annum  and  a
                              weighted average remaining term to stated maturity
                              of approximately 14.79 years. Approximately 55.48%
                              of  the  Group  2  Mortgage  Loans,  by  Scheduled
                              Principal  Balance as of the Cut-Off Date, are not
                              fully amortizing over their terms to maturity.

                              Mortgage  Loan Group 3 will  consist  of  Mortgage
                              Loans  having  Mortgage  Interest  Rates which are
                              adjustable and generally subject to Floor Interest
                              Rates  lower  than  those of the  adjustable  rate
                              Group 4 Mortgage Loans or no Floor Interest Rates.
                              As of the Cut-Off Date,  the 600 Mortgage Loans in
                              Mortgage Loan Group 3 had an approximate aggregate
                              Scheduled  Principal  Balance of  $265,858,475,  a
                              weighted   average   Mortgage   Interest  Rate  of
                              approximately  7.46%  per  annum  and  a  weighted
                              average  remaining  term  to  stated  maturity  of
                              approximately 11.66 years. Approximately 55.93% of
                              the Group 3 Mortgage Loans, by Scheduled Principal
                              Balance  as of the  Cut-Off  Date,  are not  fully
                              amortizing over their terms to maturity.

                              Mortgage  Loan Group 4 will  consist  of  Mortgage
                              Loans  having  Mortgage  Interest  Rates which are
                              fixed (or,  in limited  cases,  which  increase or
                              decrease by fixed  amounts  after the Cut-Off Date
                              on a  predetermined  schedule) and Mortgage  Loans
                              having   Mortgage   Interest   Rates   which   are
                              adjustable,  but subject to a Floor  Interest Rate
                              of at least  8.375% per annum.  As of the  Cut-Off
                              Date,  the 647  Mortgage  Loans in  Mortgage  Loan
                              Group  4 had an  approximate  aggregate  Scheduled
                              Principal  Balance  of  $365,725,345,  a  weighted
                              average  Mortgage  Interest Rate of  approximately
                              8.95% per annum and a weighted  average  remaining
                              term to  stated  maturity  of  approximately  6.24
                              years.   Approximately   86.07%  of  the  Group  4
                              Mortgage Loans, by Scheduled  Principal Balance as
                              of the Cut-Off Date, are not fully amortizing over
                              their terms to maturity.

                              For a  description  of the  manner  in  which  the
                              Scheduled  Principal Balance of a Mortgage Loan is
                              calculated,  see  "DESCRIPTION OF THE CERTIFICATES
                              -- Distributions -- Generally" herein. For further
                              information   regarding  the  Mortgage  Pool,  see
                              "DESCRIPTION OF THE MORTGAGE LOANS" herein.

Advances......................Neither  the  Master   Servicer  nor  the  Special
                              Servicer  will be obligated to make  advances with
                              respect to payments of  principal  or interest due
                              on   delinquent  or  defaulted   Mortgage   Loans.
                              Advances  will be made from the Reserve  Fund with
                              respect  to  (i)  delinquent   scheduled   Monthly
                              Payments  (but not  Balloon  Payments  (as defined
                              herein) and, in the case of Simple Interest Loans,
                              delinquent   payments  of  interest  only),   (ii)
                              certain  payments  assumed to be due in respect of
                              Mortgage Loans with  delinquent  Balloon  Payments
                              and (iii)  Mortgage Loans whose payment terms have
                              been modified  under the  circumstances  described
                              herein.  See  "DESCRIPTION OF THE  CERTIFICATES --
                              Reserve Fund" and "SERVICING OF THE MORTGAGE LOANS
                              -- Modifications,  Waivers and Amendments" herein.
                              In  addition,  Senior  Lien  Advances  (as defined
                              herein) may be made from the Reserve Fund, subject
                              to the limitations described herein, to the extent
                              that the Special Servicer determines that to do so
                              would  result  in an  increase  in the  amount  of
                              Liquidation  Proceeds ultimately  distributable to
                              Certificateholders.  Advances  will  also  be made
                              from the  Reserve  Fund with  respect to taxes and
                              insurance  premiums in  connection  with  Mortgage
                              Loans and Property Protection Expenses, but in the
                              event  amounts in the Reserve  Fund are  depleted,
                              the Master  Servicer or Special  Servicer  will be
                              obligated to make such advances only to the extent
                              that such  advances  are,  in the  judgment of the
                              Master   Servicer   or   Special   Servicer,    as
                              applicable, reasonably recoverable. See "SERVICING
                              OF THE MORTGAGE LOANS -- Advances" herein.

Optional Termination..........The assets of the Trust Fund may be  purchased  by
                              the Master  Servicer,  the Special Servicer (if it
                              is then servicing all Mortgage Loans  remaining in
                              the Trust Fund),  the owner of the Reserve Fund or
                              the  owner of the  Class R  Certificates  when the
                              aggregate  Certificate  Principal  Amount  of  the
                              Offered  Certificates  is  less  than  10%  of the
                              initial  aggregate  Certificate  Principal  Amount
                              thereof.  Any such sale will effect a  termination
                              of the Trust Fund and an early  retirement  of the
                              Offered  Certificates.  See  "DESCRIPTION  OF  THE
                              CERTIFICATES -- Optional Termination" herein.

Ratings.......................It is a condition  to the  issuance of the Offered
                              Certificates  that  the  Class A  Certificates  be
                              rated  no lower  than  "AAA"  by both  Standard  &
                              Poor's  Ratings  Group,  a division of McGraw Hill
                              ("S&P"),  and  Duff &  Phelps  Credit  Rating  Co.
                              ("D&P"; each a "Rating Agency"),  that the Class B
                              Certificates  be rated no lower  than  "AA" by S&P
                              and "AA+" by D&P, that the Class C Certificates be
                              rated  no  lower  than "A" by S&P and "AA" by D&P,
                              that the  Class D  Certificates  be rated no lower
                              than "BBB" by S&P and "A" by D&P, that the Class E
                              Certificates  be rated no lower  than "BB" by both
                              S&P and D&P and that the Class F  Certificates  be
                              rated no lower  than "B" by S&P and  "BB-" by D&P.
                              See "CERTIFICATE RATINGS" herein.

Legal Investment..............The Class  A-1, Class  A-2A,  Class A-2B and Class
                              A-2C   Certificates   will  constitute   "mortgage
                              related    securities"   for   purposes   of   the
                              Enhancement  Act for so long as they are  rated in
                              one of the two  highest  rating  categories  by at
                              least one nationally recognized statistical rating
                              organization,  and, as such, are legal investments
                              for certain entities to the extent provided in the
                              Enhancement  Act.  The other  Classes  of  Offered
                              Certificates will not constitute "mortgage related
                              securities" for purposes of the  Enhancement  Act.
                              Accordingly,    institutions    whose   investment
                              activities  are  subject  to review by  federal or
                              state regulatory  authorities  should consult with
                              their  counsel or the  applicable  authorities  to
                              determine  whether  and to what extent the Offered
                              Certificates   constitute  legal  investments  for
                              them.   See  "LEGAL   INVESTMENT   CONSIDERATIONS"
                              herein.

ERISA Considerations..........Any  fiduciary of an employee  benefit plan within
                              the  meaning of (i) Section  3(3) of the  Employee
                              Retirement Income Security Act of 1974, as amended
                              ("ERISA"),  which  is  subject  to  the  fiduciary
                              responsibility  rules of Title I, Sections 401-414
                              of  ERISA  or (ii)  Section  4975 of the  Internal
                              Revenue  Code of 1986,  as amended  (the  "Code"),
                              (hereinafter  a "Plan") which  proposes to cause a
                              Plan to acquire  any of the  Offered  Certificates
                              should  consult  with its own counsel with respect
                              to the applicability of ERISA and the Code to such
                              investment,  including  the  availability  of  any
                              class or individual ERISA  prohibited  transaction
                              exemption,  such as the exemption granted to Bear,
                              Stearns & Co. Inc. described herein.

                              THE CHARACTERISTICS OF THE CLASS B, CLASS C, CLASS
                              D, CLASS E AND CLASS F CERTIFICATES  WILL NOT MEET
                              THE   REQUIREMENTS   OF   ANY   ERISA   PROHIBITED
                              TRANSACTION EXEMPTIONS.  ACCORDINGLY, THE CLASS B,
                              CLASS C, CLASS D, CLASS E AND CLASS F CERTIFICATES
                              SHOULD NOT BE ACQUIRED BY A PLAN.

                              See "ERISA CONSIDERATIONS" herein.

Certain Federal Income Tax
Consequences..................An  election  will be made to treat the REMIC Pool
                              as a REMIC for federal  income tax  purposes.  The
                              Offered  Certificates  will  represent  beneficial
                              ownership  interests in, and Holders  thereof will
                              be  taxed   as  if  they   directly   owned,   (i)
                              corresponding  classes of "regular  interests"  in
                              the REMIC Pool ("Regular  Interests")  and (ii) in
                              the case of the Floating Rate Certificates,  yield
                              supplement  agreements in the form of interests in
                              the right to  amounts  available  to be  withdrawn
                              from the Reserve  Fund in respect of Basis Risk as
                              described herein.

                              The Regular Interests generally will be treated as
                              debt  instruments for federal income tax purposes,
                              and all income  thereon  must be  reported  on the
                              accrual   method   of   accounting.    The   REMIC
                              Administrator  will report to Holders on the basis
                              that  the  Regular   Interests   are  issued  with
                              original  issue discount in an amount equal to the
                              excess  of  all  distributions  of  principal  and
                              interest   thereon   over   their   issue   prices
                              (including  accrued  interest,  if any, payable on
                              the Closing Date).  The Prepayment  Assumption (as
                              defined  herein) that is to be used in determining
                              the rate of accrual of original issue discount for
                              federal  income tax  purposes  with respect to the
                              Regular  Interest  corresponding  to each Class of
                              Offered Certificates is a constant prepayment rate
                              equal  to 4% per  annum  for  the  Mortgage  Loans
                              (assuming  that  (i) the  maturity  date  for each
                              Balloon  Mortgage  Loan (as defined  herein) other
                              than  a  Matured   Performing   Mortgage  Loan  is
                              extended  to the  earlier of (A) the date on which
                              such  Mortgage  Loan  would  mature  based  on its
                              amortization schedule and (B) three years past its
                              stated  maturity  date and (ii) the maturity  date
                              for  each  Matured  Performing  Mortgage  Loan  is
                              extended either to a date that is eight years from
                              the  Cut-Off  Date,  in  the  case  of  each  such
                              Mortgage   Loan  that  pays   interest   only,  or
                              otherwise to the date on which such  Mortgage Loan
                              would mature based on its  amortization  schedule,
                              as described  herein under "YIELD,  PREPAYMENT AND
                              MATURITY  CONSIDERATIONS  -- Weighted Average Life
                              of the Offered  Certificates").  No representation
                              is made that the  Mortgage  Loans  will  prepay at
                              such  rates  or at any  other  rate  or  that  the
                              maturity dates for the Balloon Mortgage Loans will
                              be extended in such manner or in any other manner.

                              Holders of the Floating Rate  Certificates will be
                              required to allocate their basis in the respective
                              Classes  of  Floating  Rate  Certificates  between
                              their beneficial  interests in the related Regular
                              Interests  and  in  their  right  to  payments  in
                              respect of Basis  Risk as  described  herein.  Any
                              amounts  paid or accrued  with  respect to amounts
                              due  under  the  yield  supplement  agreements  in
                              excess of payments representing a return of basis,
                              if  any,  allocable  thereto  will be  treated  as
                              ordinary  income.  The method of  recovery  of the
                              portion, if any, of a Holder's basis in a Floating
                              Rate Certificate  allocable to its interest in the
                              respective   yield    supplement    agreement   is
                              uncertain. The Seller believes that the likelihood
                              of  any  payments   under  the  yield   supplement
                              agreements  is remote and,  therefore,  a Holder's
                              basis  allocable  thereto as of the  Closing  Date
                              would be negligible.

                              See  "CERTAIN  FEDERAL  INCOME  TAX  CONSEQUENCES"
                              herein.
<PAGE>

                             SPECIAL CONSIDERATIONS

    Prospective    holders    of   each    Class   of    Offered    Certificates
("Certificateholders"  or "Holders")  should consider,  among other things,  the
following factors in connection with a purchase of the Offered Certificates.

    1.  Troubled  Originators.  Most  of  the  Mortgage  Loans  will  have  been
originated or purchased by a number of state or federally  chartered  depository
institutions  (each, a "Depository  Institution")  for which the Seller has been
appointed  as  conservator  or receiver and which,  generally,  still hold legal
title to such Mortgage Loans or from which the Seller has acquired such Mortgage
Loans in its corporate capacity. 442 Mortgage Loans, representing  approximately
36.11% of the aggregate Scheduled Principal Balance of all of the Mortgage Loans
as of the  Cut-Off  Date,  have been  originated  or, in certain  circumstances,
modified  by the  Seller,  in its  capacity  as  conservator  or  receiver  of a
Depository Institution,  after commencement of the applicable conservatorship or
receivership (the  "Seller-Originated  Loans"). In the case of a majority of the
Seller-Originated Loans, the applicable Depository Institution held title to the
property  that  became  the  principal  security  for such  Mortgage  Loan.  See
"DESCRIPTION  OF THE  MORTGAGE  LOANS  --  Credit,  Appraisal  and  Underwriting
Policies  --   Loans-to-Facilitate   Originated  by  the  Seller"  herein.  Each
Depository  Institution  from which the Seller has acquired the related Mortgage
Loans has been liquidated and each  Depository  Institution for which the Seller
is still acting as  conservator  or receiver is insolvent  and in the process of
liquidation or is in serious financial  difficulty and is being operated under a
conservatorship  with a significant  likelihood of subsequently  being placed in
receivership  and  liquidated.  It is possible that the  financial  difficulties
experienced  by certain  Depository  Institutions  may have  adversely  affected
either or both of (i) the standards and  procedures by which the Mortgage  Loans
were  originated by such Depository  Institutions  or, if purchased from another
originator,  the standards and procedures by which the  Depository  Institutions
selected  such  Mortgage  Loans for purchase and reviewed them prior to purchase
and (ii) the manner in which such  Mortgage  Loans have been  serviced  prior to
assumption of servicing  responsibilities  by the Master Servicer or the Special
Servicer. The Seller will make certain  representations and warranties regarding
the   Mortgage   Loans  and  will  be  obligated   to   repurchase   or  provide
indemnification  with respect to Mortgage Loans as to which there is a breach of
such  representations and warranties or to cure such breach. See "DESCRIPTION OF
THE MORTGAGE LOANS --  Representations  and  Warranties"  herein.  The RTC, with
respect to Mortgage  Loans for which it is not acting in its corporate  capacity
as the Seller,  will guarantee such  obligations of the Seller.  There can be no
assurance,  however,  that such remedy will apply to all problems that may arise
with  respect  to a  Mortgage  Loan  by  reason  of the  financial  difficulties
experienced by the related Depository Institution.

    2. Limited Information.  Except in the case of the Seller-Originated  Loans,
the  information set forth in this Prospectus with respect to the Mortgage Loans
is derived from books and records of certain of the Loan Originators (as defined
herein) of Mortgage Loans held by the Depository  Institutions  and from limited
discussions  with personnel of certain of the Loan  Originators  employed by the
Depository  Institutions,  as well as a limited  review of certain of the credit
and legal files relating to the Mortgage Loans. Due to the fact that some of the
Loan   Originators  have  been  liquidated  or  put  into   conservatorship   or
receivership and that each of the Depository Institutions has been liquidated or
is either in  conservatorship  or receivership and the operations of each of the
Depository  Institutions  and some of the Loan Originators are in the process of
being, or have been,  wound down, there have been reductions in the staff of the
Loan Originators and the Depository Institutions and not all of the personnel of
the Loan  Originators or the Depository  Institutions who might be knowledgeable
about the Mortgage  Loans are  available to provide  information  to the Seller.
Moreover,  in cases in which Depository  Institutions have been completely wound
down,  no personnel of such  Depository  Institutions  are  available to provide
information   to  the   Seller.   Accordingly,   except  in  the  case  of  such
Seller-Originated  Loans,  available  information  does not permit the Seller to
determine fully the origination,  credit appraisal and underwriting practices of
the Loan  Originators  with respect to the Mortgage Loans or the manner in which
the Mortgage Loans have been serviced since  origination.  In particular,  it is
possible  that  no  reliable  information  is  available  with  respect  to  the
underwriting  policies and practices followed by certain of the Loan Originators
in originating commercial and/or multifamily residential mortgage loans.

    Approximately 41.07% of the Mortgage Loans (by aggregate Scheduled Principal
Balance  of the  Mortgage  Loans as of the  Cut-Off  Date)  were  originated  or
acquired by Western  Federal Savings & Loan  Association.  Some of such Mortgage
Loans were originated  prior to the time the Seller was appointed as conservator
of Western  Federal  Savings & Loan  Association.  The Seller was furnished with
documentation dated as of a recent date from such institution as to its policies
and guidelines as to the  origination  and  underwriting  of multifamily  and/or
commercial  mortgage loans as of such date.  However,  such  documentation is of
limited use in evaluating  the  underwriting  and  origination  of such Mortgage
Loans  because:  (i) a  number  of  such  Mortgage  Loans  were  originated  and
underwritten prior to the date of such underwriting  guidelines;  (ii) the terms
of a substantial  number of such Mortgage  Loans may have been  renegotiated  or
modified  on one or more  occasions  since  the date of  origination;  and (iii)
certain of such Mortgage Loans may have been purchased by such institution using
different  underwriting  criteria.  Accordingly,  no assurance can be given that
such Mortgage  Loans were  originated in accordance  with any  particular set of
uniform underwriting policies or practices.

    Furthermore,  it is possible that this Prospectus does not contain  material
information  regarding the Mortgage Loans which would have been disclosed if the
structure and personnel of the Loan Originators and the Depository  Institutions
had not been affected by such institutions having been placed in receivership or
conservatorship.  In particular, in a number of cases the files for the Mortgage
Loans are incomplete  and, in the absence of applicable  information in the file
for a Mortgage Loan, it is not possible for the Seller to determine, among other
things,  the appraised  value of the related  Mortgaged  Property,  whether such
Mortgaged Property is  owner-occupied,  whether the current net operating income
from the related  Mortgaged  Property is sufficient to cover debt service on the
Mortgage Loan, whether there have been modifications, waivers or amendments with
respect to such  Mortgage  Loan which are not included in such file,  or whether
such Mortgage Loan otherwise has terms which are  inconsistent  with information
used by the  Seller to  prepare  the  disclosure  set forth in this  Prospectus.
Nevertheless,  no such missing  documents or information will have the effect of
reducing  the scope of the Seller's  representations  and  warranties  described
under  "DESCRIPTION  OF THE  MORTGAGE  LOANS  -Representations  and  Warranties"
herein.  While the Seller has  undertaken  a limited  review of the  records and
files  related to the  Mortgage  Loans in  connection  with the  issuance of the
Certificates, the Mortgage Loans have not been "re-underwritten" or subjected to
the type of review that would  typically be made in respect of newly  originated
mortgage loans.

    3.  Delinquent  Mortgage  Loans;  Matured  Performing  Mortgage  Loans.  The
Mortgage Pool includes  Mortgage Loans that, as of the Cut-Off Date, may have up
to one Monthly Payment  delinquent.  For purposes  hereof,  a Monthly Payment is
considered  delinquent if such Monthly  Payment was not received on its Due Date
and is not received  prior to the following Due Date. In addition,  the Mortgage
Pool includes  Mortgage Loans that, as of the Cut-Off Date, are delinquent as to
their Balloon  Payments but as to which the related  Borrowers  continue to make
Monthly Payments.

    79  Mortgage  Loans  having an  aggregate  Scheduled  Principal  Balance  of
approximately  $28,483,599,  representing  approximately  2.50% of the aggregate
Scheduled  Principal  Balance of the Mortgage  Loans as of the Cut-Off Date, are
Mortgage  Loans  that are  delinquent  as to their  Balloon  Payments  as of the
Cut-Off  Date,  that  have  not  yet  been  the  subject  of  modification  as a
consequence thereof and on which the Borrowers continue to make Monthly Payments
in accordance with their original terms ("Matured  Performing  Mortgage Loans").
Matured  Performing  Mortgage  Loans are  expected to be modified to provide for
extended  maturity dates. See "DESCRIPTION OF THE MORTGAGE LOANS" and "SERVICING
OF THE MORTGAGE LOANS -- Modifications, Waivers and Amendments" herein.

    Investors should consider the risk that the inclusion of delinquent Mortgage
Loans and Matured Performing  Mortgage Loans in the Mortgage Pool may affect the
rate of defaults  and  prepayments  on the  Mortgage  Loans and the yield on the
Offered  Certificates.  See  "YIELD,  PREPAYMENT  AND  MATURITY  CONSIDERATIONS"
herein.

    4. Borrower Default; Negative Amortization;  Balloon Payments. Substantially
all of the Mortgage Loans are not insured or guaranteed  against  default by any
governmental entity or by any private mortgage insurer. In addition, there is no
obligation  on the part of the  Seller or any other  Person  to  repurchase  any
delinquent   or  defaulted   Mortgage   Loan,   except  (i)  under  the  limited
circumstances  described in "-- Environmental Law Considerations" below, (ii) in
the event that a Mortgage  Loan is not a "qualified  mortgage" or any  Mortgaged
Property  acquired upon  foreclosure or otherwise is not qualified  "foreclosure
property" in accordance with the REMIC  provisions of the Internal  Revenue Code
of 1986, as amended (the "Code"),  (iii) in the event a Mortgage Loan is secured
by a ground  lease which does not extend at least ten years  beyond the maturity
date of such  Mortgage  Loan or (iv) in the  event of a breach  of the  Seller's
representation  that a  particular  Mortgage  Loan  is an  Eligible  Multifamily
Mortgage Loan. See  "DESCRIPTION  OF THE MORTGAGE LOANS --  Representations  and
Warranties" herein.

    The repayment of loans secured by  income-producing  properties is typically
dependent  upon the  successful  operation  of the related  real estate  project
rather than upon the liquidation value of the underlying real estate.

    Information  concerning the debt service  coverage  ratios of certain of the
Mortgage  Loans is set  forth in  Exhibit  G to this  Prospectus.  As  indicated
therein,  the net operating  income (or, for certain owner occupied  properties,
the earnings before interest, taxes, depreciation and amortization) ("NOI") from
certain of the  Mortgaged  Properties  is currently  insufficient  to cover debt
service payments on the related Mortgage Loans, and in the case of certain other
Mortgage Loans the Seller does not have current information  concerning NOI from
the related real estate  projects.  Even where the NOI  generated by a Mortgaged
Property is currently  sufficient to cover debt service  payments on the related
Mortgage Loan,  there can be no assurance that this will continue to be the case
in the future.  In the case of an adjustable  rate Mortgage Loan, an increase in
the Mortgage  Interest  Rate will increase the debt service and could impair the
Borrower's  ability to repay the Mortgage  Loan.  NOI from a real estate project
may be reduced,  and the  Borrower's  ability to repay the loan  impaired,  as a
result of an  increase  in vacancy  rates for the  project,  a decline in rental
rates as leases are  renewed or entered  into with new  tenants,  an increase in
operating  expenses  of the project  and/or an increase in capital  expenditures
needed to maintain the project and make improvements required by tenants. In the
case of Mortgage Loans that are secured by owner-occupied  Mortgaged  Properties
or Mortgaged  Properties  leased to a single tenant,  a decline in the financial
condition  of  the  Borrower  or  single  tenant,  as  applicable,  may  have  a
disproportionately greater effect on the NOI from such Mortgaged Properties than
would be the case with respect to Mortgaged  Properties with multiple tenants. A
substantial  portion of the Mortgage  Loans are  nonrecourse  loans or loans for
which recourse may be restricted or unenforceable,  as to which, in the event of
Borrower  default,  recourse may be had only against the specific  real property
and such other assets, if any, as have been pledged to secure the Mortgage Loan.
See "CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS -- Anti-Deficiency Legislation"
herein.  With respect to those Mortgage Loans that provide for recourse  against
the  Borrower  and its assets  generally,  there can be no  assurance  that such
recourse will ensure a recovery in respect of a defaulted  Mortgage Loan greater
than the liquidation  value of the related Mortgaged  Property.  The liquidation
value of any  Mortgaged  Property may be adversely  affected by risks  generally
incident to interests in real property,  including changes or continued weakness
in general or local  economic  conditions  and/or  specific  industry  segments;
declines in real estate values; declines in rental or occupancy rates; increases
in interest rates, real estate and personal property tax rates, energy costs and
other operating  expenses;  the  availability  of real estate  financing for the
relevant type of Mortgaged Property;  changes in governmental rules, regulations
and  fiscal  policies,   including  environmental   legislation;   acts  of  God
(including, without limitation,  hurricanes, floods, fires and earthquakes); and
other factors which are beyond the Master  Servicer's or the Special  Servicer's
control.  Although the Master  Servicer or the Special  Servicer is obligated to
cause standard  hazard  insurance to be maintained with respect to each Mortgage
Loan,  insurance with respect to  extraordinary  hazards such as earthquakes and
floods  is  generally  not  required  to be  maintained,  and  insurance  is not
available with respect to many of the other risks listed above.

    589  Mortgage  Loans,  representing  approximately  34.27% of the  aggregate
Scheduled Principal Balance of all of the Mortgage Loans as of the Cut-Off Date,
provide for  adjustment  of the rate of interest  which becomes due (rather than
accrues) on each such Mortgage  Loan on each Due Date (the "Payment  Rate") on a
date that is different from the date on which the related Mortgage Interest Rate
(which is the rate at which  interest  accrues on such Mortgage  Loan)  adjusts.
Consequently,  the Payment Rate of each such  Mortgage Loan may be less than the
related  Mortgage  Interest Rate (as defined  herein)  during  certain  periods,
resulting  in  deferred  interest  being added to the  principal  balance of the
related Mortgage Loan, or negative amortization.  These Mortgage Loans generally
provide  for  a  Monthly  Payment  (as  defined  herein)  that  is  periodically
recalculated  to an amount that would be sufficient to amortize fully the unpaid
principal  balance of such Mortgage Loans at the then current Mortgage  Interest
Rate  generally  over the  remainder  of the  original  amortization  term.  See
"DESCRIPTION  OF THE  MORTGAGE  LOANS -- Group 1  Mortgage  Loans,"  "-- Group 2
Mortgage  Loans,  "-- Group 3 Mortgage  Loans"  and "-- Group 4 Mortgage  Loans"
herein. Any such recalculated  Monthly Payment may be significantly  higher than
the previous Monthly Payment. Accordingly, there is a greater risk of default on
these Mortgage Loans,  particularly  in an environment  where interest rates are
generally rising.

    837  Mortgage  Loans  representing  approximately  60.56%  of the  aggregate
Scheduled Principal Balance of the Mortgage Loans as of the Cut-Off Date are not
fully  amortizing  over their terms to maturity and, thus, may have  substantial
principal  balances  ("Balloon  Payments")  due at their stated  maturity  (such
Mortgage  Loans are  sometimes  hereinafter  referred  to as  "Balloon  Mortgage
Loans").

    In particular, 88 Mortgage Loans, 161 Mortgage Loans and 201 Mortgage Loans,
representing  approximately  7.10%,  13.46%  and  13.35%,  respectively,  of the
aggregate  Scheduled  Principal  Balance of the Mortgage Loans as of the Cut-Off
Date, have Balloon Payments due in the years 1998, 1999 and 2000,  respectively.
In addition,  certain  Mortgage  Loans  provide for monthly (or other  periodic)
payments  of interest  at a Payment  Rate which could be less than the  Mortgage
Interest  Rate for such  Mortgage  Loan for some  portion of the loan term.  The
terms of such a Mortgage  Loan provide that its  principal  balance is increased
periodically by an amount reflecting the difference between the Payment Rate and
the Mortgage  Interest Rate,  resulting in negative  amortization.  Accordingly,
such  Mortgage  Loans could also have Balloon  Payments due at their  respective
stated maturities or increases in expected Balloon Payments that might not arise
in other  interest  rate  scenarios.  In certain  circumstances,  the  Agreement
permits the  modification  of Mortgage  Loans to create or to increase  existing
Balloon Payments.  Mortgage Loans with Balloon Payments involve a greater degree
of risk than fully  amortizing loans because the ability of a Borrower to make a
Balloon  Payment  typically will depend upon its ability either to refinance the
loan or to sell the  related  Mortgaged  Property.  The ability of a Borrower to
accomplish  either of these  goals  will be  affected  by a number  of  factors,
including the level of available mortgage rates at the time of attempted sale or
refinancing,  the  Borrower's  equity in the  related  Mortgaged  Property,  the
financial  condition  of the  Borrower  and  operating  history  of the  related
Mortgaged   Property,   tax  laws,   prevailing   economic  conditions  and  the
availability of credit for commercial and/or multifamily residential real estate
projects  generally.  The  exposure  of the  Certificates  to this  risk will be
enhanced in the years 1998,  1999 and 2000 due to the  concentration  of Balloon
Payments due in that period, as described above.

    In order to produce a greater recovery on a present value basis on defaulted
Mortgage Loans,  the Special  Servicer has  considerable  flexibility  under the
Agreement  to extend and  modify  Mortgage  Loans  which are in default or as to
which a payment  default is  reasonably  foreseeable,  including  in  particular
Balloon Payments. More specifically,  subject to the overall goal of producing a
greater recovery on a present value basis from the defaulted Mortgage Loans than
would  result  from  foreclosure  and to  certain  conditions  set  forth in the
Agreement,  the Special Servicer has the power,  among other things,  to forgive
permanently the payment of principal or interest or both, to lower or modify the
Mortgage  Interest Rates or Payment Rates or to modify the schedule for payments
of principal and interest.

     The Special  Servicer  receives a Workout Fee (as defined  herein) which is
based  on  receipts  from  or  proceeds  of  such  Mortgage  Loans.  While  such
flexibility  with respect to  modifications  and payment of  compensation to the
Special  Servicer  in the form of a Workout  Fee is  designed  to  increase  the
present  value of  receipts  from or  proceeds  of  Mortgage  Loans which are in
default  or as to which  default  is  reasonably  foreseeable,  there  can be no
assurance  that  it  will  do so.  See  "SERVICING  OF  THE  MORTGAGE  LOANS  --
Modifications,  Waivers  and  Amendments"  and "--  Servicing  Compensation  and
Payment of Expenses" herein.

    5.  Loans-to-Facilitate;  Modified Mortgage Loans.  Included in the Mortgage
Pool are Mortgage Loans which were  originated  for the purpose of  facilitating
the sale of  mortgaged  properties  acquired by a  Depository  Institution  upon
foreclosure or otherwise  ("Loans-to-Facilitate").  The  Loans-to-Facilitate are
composed of (a) 346 Mortgage  Loans,  representing  approximately  25.94% of the
aggregate  Scheduled  Principal  Balance of the Mortgage Loans as of the Cut-Off
Date, which are Seller-Originated Loans; and (b) 58 Mortgage Loans, representing
approximately 3.32% of the aggregate Scheduled Principal Balance of the Mortgage
Loans as of the Cut-Off Date,  which were  originated by entities other than the
Seller. With respect to the Loans-to-Facilitate other than the Seller-Originated
Loans,  there can be no assurance as to the underwriting  guidelines used by the
Depository  Institutions  in  originating  such  Mortgage  Loans and, in certain
instances,  such guidelines may have been less stringent than those underwriting
guidelines used by such  Depository  Institutions in the origination of Mortgage
Loans secured by properties acquired from third-party sellers.  Accordingly, the
rates of delinquency, foreclosure and loss in respect of Loans-to-Facilitate may
be greater than for Mortgage Loans with  comparable  characteristics  secured by
properties acquired from third-party sellers.

    Included  in  the  Mortgage  Pool  are  146  Mortgage  Loans,   representing
approximately  12.54%  of  the  aggregate  Scheduled  Principal  Balance  of the
Mortgage  Loans as of the Cut-Off Date,  which the Seller  believes to have been
modified  subsequent  to  their  origination  and  prior  to  the  Cut-Off  Date
("Modified Mortgage Loans").  Substantially all of these modifications were made
because the related  Borrower had defaulted or was reasonably  likely to default
under the related Note. In a significant majority of cases, the modification was
entered into with the existing Borrower.  In the remaining cases, a new Borrower
was  substituted.  It is  possible  that  these  modifications,  which  were not
documented as full workouts of the related  Mortgage  Loans,  may have been made
using less stringent standards than the underwriting  guidelines previously used
at origination. Accordingly, the rates of delinquency, foreclosure and loss with
respect to these modified  Mortgage Loans may be greater than for Mortgage Loans
with comparable characteristics that were not so modified.

    6.  Absence of Servicer  Advances  and Limits of Reserve  Fund.  Neither the
Master  Servicer nor the Special  Servicer is obligated  to make  advances  with
respect to payments of  principal  or interest  due on  delinquent  or defaulted
Mortgage  Loans,  with  respect to Senior Lien  Advances  or, as long as amounts
remain in the  Reserve  Fund,  with  respect to costs and  expenses  that may be
incurred in connection with the servicing of the Mortgage Loans.  Any delinquent
Monthly  Payments  (as  defined  herein) or Assumed  Scheduled  Payments  (i.e.,
payments assumed to be due following any delinquent Balloon Payment), as well as
actual or assumed  write-offs in connection  with  restructured  Mortgage Loans,
certain  other  distributions  of  principal  and  interest,  certain  costs  or
expenses,  including certain fees payable to the Special Servicer and Basis Risk
Shortfalls  (including  shortfalls in interest  received on Mortgage  Loans as a
result of  prepayments)  will be  covered  by draws on the  Reserve  Fund to the
extent sufficient funds are available  therein.  Consequently,  the Reserve Fund
serves  simultaneously  as a source of  liquidity  and  credit  support  for the
Offered  Certificates  and as a source of Basis Risk  protection for the Offered
Certificates  (including  protection  against shortfalls in interest on Mortgage
Loans due to prepayments).  As more fully described  herein,  when the amount on
deposit  in the  Reserve  Fund is less than the  Liquidity  Amount  (as  defined
herein),  the  Reserve  Fund  will only be  available  to make  certain  minimum
distributions  on the Class A  Certificates;  or, after the Class A Certificates
have been retired, on the Class B Certificates;  or, after the Class A and Class
B Certificates  have been retired,  on the Class C  Certificates;  or, after the
Class A,  Class B and Class C  Certificates  have been  retired,  on the Class D
Certificates;  or, after the Class A, Class B, Class C and Class D  Certificates
have been retired, on the Class E Certificates;  or, after the Class A, Class B,
Class C,  Class D and Class E  Certificates  have been  retired,  on the Class F
Certificates.   See   "DESCRIPTION  OF  THE  CERTIFICATES  --  Distributions  --
Allocation Among Classes" herein.

    7.  Priority  of  Payments.  All  amounts  received  on or in respect of the
Mortgage  Loans in Mortgage Loan Groups 1 and 2 (including  related draws on the
Reserve Fund) and  distributable in respect of the Certificates  will be applied
first to interest and  principal  then  distributable  with respect to the Class
A-1, Class A-2A, Class A-2B and Class A-2C Certificates, and only thereafter may
be available for application to amounts then  distributable  with respect to the
other Classes of Offered Certificates.  All amounts received on or in respect of
the Mortgage  Loans in Mortgage Loan Groups 3 and 4 (including  related draws on
the  Reserve  Fund) and  distributable  in respect of the  Certificates  will be
applied first to interest and principal then  distributable  with respect to the
Class A-3 and Class A-4  Certificates,  and only  thereafter  may be  applied to
amounts  then  distributable  with respect to Class B, Class C, Class D, Class E
and Class F Certificates.  Principal distributable on the Class A-1, Class A-2A,
Class A-2B and Class A-2C  Certificates  generally  will  include all  principal
received,  due (other than Balloon  Payments) but not received,  or deemed to be
due, on the Group 1 and Group 2 Mortgage Loans.  Furthermore,  remaining amounts
received on or with  respect to Mortgage  Loans in Mortgage  Loan Groups 1 and 2
(including  related  draws on the  Reserve  Fund)  will be  applied to cover any
shortfalls in minimum  distributions to the Class A-3 and Class A-4 Certificates
to the extent  amounts  received  on or with  respect to the  Mortgage  Loans in
Mortgage  Loan Groups 3 and 4 (including  related draws on the Reserve Fund) are
not sufficient therefor prior to the allocation thereof to the Class B, Class C,
Class D, Class E and Class F Certificates.

    In no event will amounts  received on or with respect to the Mortgage  Loans
in Mortgage Loan Groups 3 and 4 be available to make  distributions to the Class
A-1, Class A-2A,  Class A-2B and Class A-2C  Certificates,  and  accordingly the
Class  B,  Class C,  Class D,  Class E or  Class F  Certificates  could  receive
distributions  from such amounts at times when the Class A-1, Class A-2A,  Class
A-2B and Class A-2C  Certificates are not receiving  distributions in full. This
result  could only  occur,  however,  in the remote  circumstances  where on any
Distribution  Date the cumulative  amount of the Reserve Fund draws to such date
(net of reimbursed  advances) exceeds the sum of the Initial Deposit (as defined
herein)  and  the  cumulative  amount  of  Reserve  Fund  deposits  (other  than
reimbursements  of advances)  from cash flows on Eligible  Multifamily  Mortgage
Loans.  Even in the absence of shortfalls in payments on the Group 1 and Group 2
Mortgage  Loans,  if the rate of  principal  payments on the Group 3 and Group 4
Mortgage Loans is sufficiently faster than the rate of principal payments on the
Group 1 and Group 2  Mortgage  Loans,  the Class B, Class C, Class D, Class E or
Class F Certificates could be entitled to distributions of Optimal Mortgage Loan
Principal  (as defined  herein) from  Mortgage Loan Groups 3 and 4 at times when
the Class A-1,  Class  A-2A,  Class A-2B and Class A-2C  Certificates  are still
outstanding.

    Distributions  of interest and principal  with respect to the Class B, Class
C,  Class  D,  Class  E  and  Class  F  Certificates   will  be  subordinate  to
distributions  of interest and principal with respect to the Class A-3 and Class
A-4  Certificates to the extent that no distribution of interest or principal is
permitted  to be made with respect to the Class B, Class C, Class D, Class E and
Class F Certificates on any Distribution  Date until interest and principal then
payable to the Class A-3 and Class A-4 Certificates  have been paid and, so long
as any Class A Certificates remain outstanding,  until the amount in the Reserve
Fund is restored to at least the Liquidity Amount.

    Distributions  of interest and principal  with respect to the Class C, Class
D, Class E and Class F  Certificates  will be subordinate  to  distributions  of
interest and principal  with respect to the Class B  Certificates  to the extent
that no  distribution  of interest or  principal  is  permitted  to be made with
respect  to the  Class  C,  Class D,  Class E and  Class F  Certificates  on any
Distribution  Date until  interest  and  principal  then  payable to the Class B
Certificates  have been paid and, so long as any Class A or Class B Certificates
remain outstanding, until the amount in the Reserve Fund is restored to at least
the Liquidity Amount.

    Distributions of interest and principal with respect to the Class D, Class E
and Class F Certificates  will be subordinate to  distributions  of interest and
principal  with  respect  to the  Class C  Certificates  to the  extent  that no
distribution  of interest or  principal  is permitted to be made with respect to
the Class D, Class E and Class F  Certificates  on any  Distribution  Date until
interest and principal then payable to the Class C  Certificates  have been paid
and, so long as any Class A, Class B or Class C Certificates remain outstanding,
until the  amount in the  Reserve  Fund is  restored  to at least the  Liquidity
Amount.

    Distributions  of interest  and  principal  with  respect to the Class E and
Class F  Certificates  will be  subordinate  to  distributions  of interest  and
principal  with  respect  to the  Class D  Certificates  to the  extent  that no
distribution  of interest or  principal  is permitted to be made with respect to
the Class E and Class F Certificates on any Distribution Date until interest and
principal then payable to the Class D  Certificates  have been paid and, so long
as any Class A, Class B,  Class C or Class D  Certificates  remain  outstanding,
until the  amount in the  Reserve  Fund is  restored  to at least the  Liquidity
Amount.

    Distributions  of  interest  and  principal  with  respect  to the  Class  F
Certificates  will be subordinate to the distributions of interest and principal
with respect to the Class E Certificates  to the extent that no  distribution of
interest  or  principal  is  permitted  to be made with  respect  to the Class F
Certificates on any Distribution  Date until interest and principal then payable
to the Class E Certificates have been paid and, so long as any Class A, Class B,
Class C, Class D or Class E Certificates remain outstanding, until the amount in
the Reserve Fund is restored to at least the Liquidity Amount.

    The allocation of funds  otherwise  payable to subordinate  Classes so as to
restore  the amount on  deposit in the  Reserve  Fund to the  Liquidity  Amount,
described  in each of the five  preceding  paragraphs,  will be  limited  to the
extent that, if the Class A-1, Class A-2A, Class A-2B or Class A-2C Certificates
are the only Class A Certificates then  outstanding,  any deposit to the Reserve
Fund may be made only with funds from Eligible Multifamily Mortgage Loans.

    To the  extent  interest  distributable  in  respect  of a Class of  Offered
Certificates on any  Distribution  Date is not paid as a result of the foregoing
priorities or  otherwise,  the amount of such  interest,  together with interest
accrued thereon at the applicable Pass-Through Rate, compounded monthly, will be
added to  amounts  to be  distributed  on  subsequent  Distribution  Dates.  The
Certificate  Principal Amounts of the Offered  Certificates will be reduced only
as a result  of  distributions  in  respect  thereof.  See  "DESCRIPTION  OF THE
CERTIFICATES -- Distributions" herein.

    8.  Basis  Risk and  Prepayment  Shortfalls.  Under  certain  circumstances,
interest accrued on the Offered  Certificates as of any Distribution  Date could
exceed  interest  (net of  applicable  servicing  fees)  accrued on the Mortgage
Loans. Such a shortfall (a "Basis Risk Shortfall," as more specifically  defined
herein)  could arise due to, among other things,  variations  in the  difference
between  LIBOR  and the  Indexes  for the Group 1 and  Group 3  Mortgage  Loans,
variations in interest rate adjustment dates and interest rate maximums for such
Mortgage Loans relative to those for the Floating Rate Certificates, differences
in the number of days for  interest  accrual  periods  for  payments on Mortgage
Loans and Interest Accrual Periods for corresponding  Distribution Dates for the
Offered  Certificates,  the  existence of fixed rate Group 2 or Group 4 Mortgage
Loans with Net Mortgage  Interest  Rates (as defined  herein) that are below the
weighted  average  of the  Pass-Through  Rates  for the  applicable  Fixed  Rate
Certificates, conversion of certain adjustable rate Mortgage Loans to fixed rate
Mortgage Loans and net shortfalls in interest collected on Principal Prepayments
(as defined  herein) or Balloon  Payments.  Whatever  their  source,  Basis Risk
Shortfalls  will be incurred by the Classes of Floating Rate  Certificates,  pro
rata.  The Reserve Fund will be available  to cover Basis Risk  Shortfalls,  and
amounts  withdrawn  from the  Reserve  Fund will be  applied  to the  Classes of
Floating Rate  Certificates,  pro rata. See  "DESCRIPTION OF THE CERTIFICATES --
Distributions -Basis Risk" herein.

    In addition, to the extent Basis Risk Shortfalls exceed available amounts on
deposit in the Reserve Fund, amounts otherwise distributable on the Certificates
will be used to reimburse the Reserve Fund to the extent of Credit  Reserve Fund
Draw  Amounts  (as  defined  herein).  This may have the effect of  reallocating
amounts otherwise  distributable to subordinate Classes of Certificates to draws
from the  Reserve  Fund to cover  current  and past Basis Risk  Shortfalls  with
respect to the Classes of Floating Rate  Certificates.  See  "DESCRIPTION OF THE
CERTIFICATES -- Distributions -- Allocation Among Classes" herein.

    9.   Enforceability.   A  substantial  majority  of  the  Mortgages  contain
due-on-sale  clauses,  which permit the lender to accelerate the maturity of the
Mortgage Loan if the Borrower sells,  transfers or conveys the related Mortgaged
Property or its interest in the Mortgaged  Property.  Such clauses are generally
enforceable subject to certain exceptions.

    A significant  number of the Mortgages  include  debt-acceleration  clauses,
which permit the lender to  accelerate  the debt upon a monetary or  nonmonetary
default of the Borrower. The courts of all states will enforce clauses providing
for  acceleration in the event of a material payment default after the giving of
appropriate  notices.  The equity  courts of any state,  however,  may refuse to
permit the  foreclosure of a mortgage or deed of trust when an  acceleration  of
the  indebtedness  would be  inequitable  or unjust or the  circumstances  would
render the acceleration unconscionable.

    A significant  number of the Mortgage  Loans are secured by an assignment of
leases and rents  pursuant to which the  Borrower  typically  assigns its right,
title and  interest  as  landlord  under the  leases  on the  related  Mortgaged
Property and the income derived  therefrom to the lender as further security for
the related  Mortgage  Loan,  while  retaining a license to collect rents for so
long as there is no default.  In the event the  Borrower  defaults,  the license
terminates and the lender is entitled to collect  rents.  Such  assignments  are
typically not perfected as security  interests prior to actual possession of the
cash by the lender.  Some state laws may require that the lender take possession
of the Mortgaged Property and obtain a judicial appointment of a receiver before
becoming  entitled to collect the rents.  In addition,  if bankruptcy or similar
proceedings are commenced by or in respect of the Borrower, the lender's ability
to collect the rents may be adversely  affected.  See "CERTAIN  LEGAL ASPECTS OF
THE MORTGAGE LOANS" herein.

    10.  Limited   Obligations.   The  Certificates  will  represent  beneficial
ownership  interests  solely  in the  assets  of the  Trust  Fund  and  will not
represent  an  interest in or  obligation  of the RTC,  the  Seller,  any of the
Depository  Institutions  or any  other  Person.  Distributions  on any Class of
Offered Certificates will depend solely on the amount and timing of payments and
other collections in respect of the Mortgage Loans and amounts on deposit in the
Reserve Fund.  Although amounts,  if any, otherwise  distributable to Holders of
the  Class  B,  Class C,  Class  D,  Class E and  Class F  Certificates  will be
available to make  distributions on the Class A Certificates on any Distribution
Date to the extent set forth  herein,  any amounts  otherwise  distributable  to
Holders  of the  Class C,  Class D,  Class E and  Class F  Certificates  will be
available  to make  distributions  on the  Class  B  Certificates,  any  amounts
otherwise  distributable  to  Holders  of the  Class  D,  Class  E and  Class  F
Certificates   will  be  available  to  make   distributions   on  the  Class  C
Certificates,  any amounts otherwise distributable to Holders of the Class E and
Class F  Certificates  will be  available to make  distributions  on the Class D
Certificates and any amounts  otherwise  distributable to holders of the Class F
Certificates   will  be  available  to  make   distributions   on  the  Class  E
Certificates,  there can be no assurance that these amounts, together with other
payments and collections in respect of the Mortgage Loans and amounts  available
to be  withdrawn  from the Reserve  Fund,  will be  sufficient  to make full and
timely  distributions  on such  Class A,  Class B,  Class C,  Class D or Class E
Certificates,  and there can be no assurance  that payments and  collections  in
respect of the Mortgage Loans and any amounts remaining in the Reserve Fund will
be sufficient to make full and timely distributions on the Class F Certificates.

    The Certificates  will not be insured or guaranteed by any government agency
or instrumentality.  The RTC, however,  with respect to Mortgage Loans for which
it is not acting in its  corporate  capacity as the Seller,  will  guarantee the
obligations of the Seller,  pursuant to its representations  and warranties,  to
indemnify  against  losses  or  to  repurchase   Mortgage  Loans  under  certain
circumstances or to cure any breach of its  representations  or warranties.  See
"DESCRIPTION OF THE MORTGAGE LOANS -- Representations and Warranties" herein.

    11.  Securities  Law  and  Other  Liabilities.  The  doctrine  of  sovereign
immunity,  as  limited by the  Federal  Tort  Claims  Act (28  U.S.C.  1346(b)),
provides that claims may not be brought  against the United States or any agency
or instrumentality thereof unless specifically permitted by act of Congress. The
Federal Tort Claims Act bars claims for fraud or  misrepresentation,  and courts
have held, in cases involving the Federal  Deposit  Insurance  Corporation  (the
"FDIC") as well as other federal agencies and instrumentalities, that the United
States may assert its  sovereign  immunity to claims  brought  under the federal
securities laws. Thus, it is probable that any attempt to assert a claim against
the Seller,  the RTC or the FDIC for a violation of the federal  securities laws
resulting  from a  material  misstatement  in or  material  omission  from  this
Prospectus  or the  registration  statement  of which  it forms a part  would be
barred. In addition,  the Federal Home Loan Bank Act provides  specifically that
directors,  members, officers and employees of the Resolution Trust Corporation,
the "Oversight Board" (as defined in "THE RESOLUTION TRUST CORPORATION"  herein)
and the  oversight  board for the RTC which was the  predecessor  thereof  under
prior law, have no liability under the Securities Act of 1933 (the "Act"),  with
respect to any claim  arising  out of or  resulting  from any act or omission by
such person within the scope of such person's  employment in connection with any
transaction  involving the  disposition of assets (or any interests in assets or
any  obligations  backed by any  assets) by the  Resolution  Trust  Corporation.
Accordingly, any attempt to assert such a claim against the directors,  members,
officers or  employees  of the Seller,  the RTC or the  Oversight  Board (or its
predecessor)  for a violation of the Act resulting from a material  misstatement
in or material  omission from this Prospectus or the  registration  statement of
which it forms a part would be barred.

    Under  applicable  laws,  none of the  Trustee,  either in its  capacity  as
Trustee or in its  individual  capacity,  the  Master  Servicer  or the  Special
Servicer nor any director,  officer,  employee,  agent,  counsel or  controlling
person of the  Trustee,  the Master  Servicer  or the Special  Servicer  has any
liability as the issuer of the Certificates or as a director, officer, employee,
agent,  counselor or controlling  person of the issuer of the Certificates.  The
liability  of the  Trustee,  the Master  Servicer  and the  Special  Servicer in
connection with the issuance and sale of the Certificates, and in respect of the
Trust Fund's  obligations  under the  Certificates,  is limited  solely to their
respective express obligations set forth in the Agreement.

    Accordingly,  only the  assets  of the  Trust  Fund are  subject  to  issuer
liability under the federal  securities  laws for the  information  contained in
this  Prospectus  and the related  registration  statement and under federal and
state  laws with  respect  to the sale of the  Offered  Certificates.  The Trust
Fund's  assets are  limited to the  Mortgage  Loans,  the  proceeds  thereof and
certain other cash accounts and other assets associated with the Mortgage Loans,
as described herein.

    12. Limited  Liquidity.  Certain of the Underwriters have advised the Seller
that they intend to make a secondary  market (either directly and/or through one
or more  affiliates) in the Offered  Certificates,  but none of the Underwriters
has any obligation to do so. There can be no assurance  that a secondary  market
will develop for any Class of Offered Certificates or, if it does develop,  that
it will provide the Holders of such Certificates with liquidity of investment or
that it will  remain  for the  term of such  Certificates.  No  arrangement  for
listing of the Offered Certificates on a securities exchange is being made.

    13.  Variability  in  Average  Life of  Offered  Certificates.  The  payment
experience on the Mortgage  Loans will affect the actual  payment  experience on
and the weighted  average lives of the Offered  Certificates and accordingly may
affect the yield on the Offered Certificates.  Since prepayments on the Mortgage
Loans  (including   prepayments   resulting  from  modifications,   defaults  or
liquidations   or   repurchases   due  to  certain   breaches  of  the  Seller's
representations  and warranties) and other principal payments (including Balloon
Payments) on the Mortgage Loans are initially  directed to reduce the respective
Certificate  Principal  Amounts of the Class A  Certificates  (except  that only
principal  payments from the Group 1 and Group 2 Mortgage Loans will be directed
to the Class A-1, Class A-2A, Class A-2B and Class A-2C Certificates), principal
payments on the Mortgage Loans will have a  disproportionately  greater tendency
to shorten the weighted  average lives of the Class A  Certificates  relative to
the Class B, Class C, Class D, Class E and Class F  Certificates  and to shorten
the weighted average lives of the Class B Certificates  relative to the Class C,
Class D, Class E and Class F Certificates, and so forth.

     In  contrast,  the excess of interest  due on the  Mortgage  Loans,  net of
servicing  compensation,  over  interest  due on the Offered  Certificates  will
generally  be applied to the Offered  Certificates  as  described  herein  under
"DESCRIPTION  OF THE  CERTIFICATES -- Allocation  Among  Classes."  Accordingly,
while the amount of such excess interest will generally be affected primarily by
changes in interest rates and the interest rate adjustment terms of the Mortgage
Loans as described  above under "-- Basis Risk and Prepayment  Shortfalls,"  any
payment   experience  which  would  reduce  such  excess   interest,   including
prepayments  (Mortgage  Loans having higher  interest rates being more likely to
prepay),  will have a tendency to extend the weighted average lives of the Class
B, Class C, Class D, Class E and Class F  Certificates.  Likewise,  any  payment
experience which would increase such excess interest, including the extension of
due dates for  certain  Balloon  Payments,  will have a tendency  to shorten the
weighted  average  lives of the Class B,  Class C,  Class D, Class E and Class F
Certificates  (to the extent not offset by the effect of deferring the due dates
of such  Balloon  Payments).  The  level of such  excess  interest  will also be
affected by other factors  described  above under "-- Basis Risk and  Prepayment
Shortfalls" and under "DESCRIPTION OF THE CERTIFICATES -- Distributions -- Basis
Risk" herein.

    Prepayments  on the  Mortgage  Loans will be  influenced  by the  prepayment
provisions  of the  related  Notes  and may also be  affected  by a  variety  of
economic,  geographic  and other factors,  including the difference  between the
interest  rates  on the  Mortgage  Loans  (giving  consideration  to the cost of
refinancing) and prevailing  mortgage rates and the availability of refinancing.
In general,  if prevailing  interest rates fall significantly below the interest
rates on the Mortgage  Loans,  the rate of prepayment on the Mortgage Loans (and
particularly  on  Mortgage  Loans with  fixed  Mortgage  Interest  Rates or with
minimum  adjustable  Mortgage  Interest  Rates that are higher  than  prevailing
interest  rates)  would be  expected  to  increase.  Conversely,  if  prevailing
interest rates are at a level below the Mortgage  Interest Rates on the Mortgage
Loans and rise  significantly  above such Mortgage  Interest Rates,  the rate of
prepayment  would be expected to  decrease.  Substantially  all of the  Mortgage
Loans do not provide  either for any  lockout  period in which  prepayments  are
prohibited or for any prepayment  premium,  penalty or charge in connection with
the prepayment  thereof,  or if such  provisions were included in the Notes they
have  expired.  Some of the Mortgage  Loans,  however,  continue to have lockout
periods or  prepayment  premiums or  penalties  which  could be a  deterrent  to
prepayments. The Seller makes no representation as to the effect of such lockout
periods, premiums or penalties on the rate of prepayment of the related Mortgage
Loans.  Except  in  limited  circumstances,  the  Seller  has not  verified  the
prepayment terms of the Notes relating to the Mortgage Loans.

    Delays  in  liquidations  of  defaulted  Mortgage  Loans  and  modifications
extending  the  maturity  of  Mortgage  Loans will tend to extend the payment of
principal of the Mortgage  Loans. In addition,  67 Mortgage Loans,  representing
approximately 6.57% of the aggregate Scheduled Principal Balance of the Mortgage
Loans as of the Cut-Off Date, grant the Borrower the option to extend the stated
maturity of the related Mortgage Loan, in no event longer than 30 years from the
Closing  Date.  Because a  significant  number of  Mortgage  Loans have  Balloon
Payments  due at maturity  and  because  the  ability of the  Borrower to make a
Balloon  Payment  typically will depend upon its ability either to refinance the
loan or to sell the related Mortgaged Property, there is a risk that a number of
Mortgage  Loans having  Balloon  Payments  may default at maturity,  or that the
Special  Servicer may extend the maturity of a number of such Mortgage  Loans in
connection  with workouts.  The magnitude of this default risk will be increased
in the years  1998,  1999 and 2000 due to the  relatively  high  percentages  by
Scheduled Principal Balance of the Mortgage Loans that have Balloon Payments due
in those  years,  as  described  above.  In the case of  defaults,  recovery  of
proceeds may be delayed by, among other  things,  bankruptcy  of the Borrower or
adverse  conditions  in the market  where the  property is located.  In order to
minimize  losses on  defaulted  Mortgage  Loans,  the Special  Servicer is given
considerable  flexibility  under the Agreement to modify Mortgage Loans that are
in material  default or as to which a payment default is reasonably  foreseeable
or has occurred. Certificateholders are not entitled to receive distributions of
Balloon  Payments  when due except to the extent they are actually  received and
instead are  entitled  only to receive  prepayments  when  received  and Assumed
Scheduled Payments (as defined herein) which would be due if no Balloon Payments
were required. With respect to delinquent or defaulted Mortgage Loans (including
REO Mortgage Loans),  Certificateholders  are entitled to receive only scheduled
Monthly Payments or Assumed Scheduled Payments until final  liquidation,  except
that an earlier partial  payment of principal may be required upon  foreclosure,
if the appraised value of the related Mortgaged Property is less than the actual
principal  balance of the Mortgage Loan, or upon a modification.  See "SERVICING
OF THE MORTGAGE LOANS -- Modifications, Waivers and Amendments" herein.

    As described  herein,  some of the Mortgage  Loans in Mortgage Loan Groups 2
and 4,  and all of the  Mortgage  Loans  in  Mortgage  Loan  Groups 1 and 3, are
adjustable  rate Mortgage  Loans which provide for periodic  adjustments  of the
Mortgage Interest Rate and the Monthly Payment. It is believed that with respect
to certain of such Mortgage Loans the interest component of the Monthly Payments
may have been incorrectly calculated and may be lower or higher than it would be
if it had been correctly calculated. The Seller has reviewed a limited number of
the Mortgage Loans. To the extent the Seller determines that a Mortgage Loan has
been the  subject of  interest  overpayments,  it will  cause such  errors to be
corrected.  Any such  corrections  would result in a reduction of the  Scheduled
Principal  Balance of the affected  Mortgage Loan and a principal payment on the
Offered  Certificates.  To the extent any such amount is applied to reduction of
the aggregate  Certificate  Principal  Amount of the Class A  Certificates,  the
weighted average lives of such Certificates may be reduced.  The Trust Fund will
not benefit to the extent of any such interest underpayment.

    In the case of certain of the Mortgage  Loans,  payments made by the related
Borrowers  have been held in suspense  accounts and may not have been applied to
reduce the principal  balances of such Mortgage Loans. A  reconciliation  of the
amounts held in such  suspense  accounts is expected to be  completed  within 60
days after the  applicable  Servicing  Transfer  Date (as defined  herein).  The
portion of such amounts that are found to constitute  payments or prepayments of
principal of such  Mortgage  Loans will be passed  through as a reduction of the
Certificate  Principal Amount of the Offered Certificates as soon as practicable
following such  reconciliation.  To the extent any such amount is passed through
in  reduction  of the  aggregate  Certificate  Principal  Amount  of the Class A
Certificates, the weighted average lives of such Certificates may be reduced.

    Any  changes in  weighted  average  life may  adversely  affect the yield to
Certificateholders.  Prepayments  resulting in a shortening of weighted  average
lives of any of the Offered  Certificates  may be made at a time of low interest
rates  when a Holder  may be  unable  to  reinvest  the  resulting  payments  of
principal on its  Certificates  at a rate  comparable to the  Pass-Through  Rate
payable  on such  Certificates,  while  delays  and  extensions  resulting  in a
lengthening of such weighted  average lives may occur at a time of high interest
rates when a Holder may have been able to reinvest principal payments that would
otherwise  have been  received by it at higher rates.  In addition,  because the
Class  A-2C,  Class B, Class C, Class D,  Class E and Class F  Certificates  are
being offered at a discount, their effective yields will depend to a significant
extent on the rate at which excess interest  materializes and is applied to make
distributions of principal in respect of the applicable  Classes of Certificates
as described  herein under  "DESCRIPTION OF THE CERTIFICATES -- Allocation Among
Classes."  The yields on the Class A-2C,  Class B, Class C, Class D, Class E and
Class F  Certificates  may be adversely  affected to the extent  their  weighted
average  lives are  extended  due to a reduction  in such excess  interest.  See
"YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS" and "DESCRIPTION OF THE MORTGAGE
LOANS" herein.

    14.   Environmental  Law  Considerations.   The  Seller  generally  has  not
determined whether environmental assessments have been conducted with respect to
the Mortgaged  Properties,  and it is likely that any environmental  assessments
which were  conducted  with  respect  to any of the  Mortgaged  Properties  were
conducted at the time of the  origination of the related  Mortgage Loans and not
thereafter.  However,  the Seller will  represent  and warrant  that,  as of the
Closing Date, no Mortgaged Property is affected by a Disqualifying Condition (as
defined herein under "DESCRIPTION OF THE MORTGAGE LOANS --  Representations  and
Warranties").  In the event that,  following a default in payment that continues
for 60 days, (i) the environmental  assessment  obtained by the Special Servicer
prior to any foreclosure (as described in the following paragraph) indicates the
presence of a  Disqualifying  Condition that arose prior to the Closing Date and
(ii) each of the Special Servicer and the Master Servicer  certifies that it has
acted in compliance  with the servicing  standard set forth in the Agreement and
has not,  by any  action,  created,  caused or  contributed  to a  Disqualifying
Condition,  the  Seller,  at its option,  will  either  cure such  Disqualifying
Condition  or  repurchase  the affected  Mortgage  Loan for a price equal to the
outstanding  principal  balance  thereof plus accrued and unpaid interest to the
date of  repurchase,  plus certain  related  expenses.  The RTC, with respect to
Mortgage  Loans for  which it is not  acting in its  corporate  capacity  as the
Seller, will guarantee the Seller's  obligation to cure or repurchase.  However,
the Seller in its capacity as such will not be responsible for any Disqualifying
Condition  which may arise on a Mortgaged  Property  after the Closing Date. See
"DESCRIPTION OF THE MORTGAGE LOANS  -Representations  and Warranties" herein. In
particular,  it should  be noted  that the  presence  of  lead-based  paint in a
multifamily  structure  that is  part of a  Mortgaged  Property  located  in Los
Angeles  County,  California,  will not, by itself,  constitute a  Disqualifying
Condition.  Therefore,  any costs  incurred  as a result of having to remove the
lead-based paint in such  structures,  if required by applicable law, will be an
expense of the Trust Fund and not the responsibility of the Seller. 340 Mortgage
Loans,  representing  approximately  14.67% of the aggregate Scheduled Principal
Balance of the Mortgage Loans as of the Cut-Off Date, are secured by multifamily
Mortgaged  Properties located in Los Angeles County that were built before 1978,
after which it is generally believed that lead-based paint was no longer used in
such buildings.  As described below, the Reserve Fund will be available to cover
such costs for so long as funds are  available  in the Reserve  Fund,  but it is
possible that such costs may  ultimately be borne by  Certificateholders.  It is
unclear,  however,  whether the cost of  lead-based  paint removal would have an
adverse  economic affect on a Borrower,  or the Trust Fund,  until such Borrower
sought to refinance its Mortgage Loan and an environmental  assessment  revealed
the presence of lead-based  paint.  Since the Master  Servicer will undertake to
extend the maturity date of each such  Mortgage Loan that is a Balloon  Mortgage
Loan (as discussed in "SERVICING OF THE MORTGAGE LOANS -- Modifications, Waivers
and Amendments"  herein), the possibility of losses resulting from the inability
of the related  Borrower to  refinance  such  Balloon  Mortgage  Loan due to the
presence of lead-based paint will be reduced.

    The Agreement  provides that the Special  Servicer  shall, at the expense of
the Trust Fund, obtain a phase I environmental assessment (and, where advisable,
a phase II  environmental  assessment)  with respect to any  Mortgaged  Property
prior to acquiring  title thereto or assuming its  operation.  This  requirement
effectively  precludes  enforcement of the security for the related Note until a
satisfactory  environmental  assessment  is obtained (or any  required  remedial
action is taken), reducing the likelihood that the Trust Fund will become liable
for any Environmental  Condition (as defined herein under "CERTAIN LEGAL ASPECTS
OF THE MORTGAGE LOANS -- Environmental  Risks") affecting a Mortgaged  Property,
but making it more  difficult to foreclose.  However,  there can be no assurance
that the requirements of the Agreement will in fact insulate the Trust Fund from
liability for Environmental Conditions.

    Under the laws of certain states where the Mortgaged Properties are located,
failure to perform  the  remediation  of  Environmental  Conditions  required or
demanded by the state may give rise to a lien on a Mortgaged  Property to ensure
the reimbursement of remediation costs incurred by the state. Although the costs
of  remedial  action  could be  substantial,  the state of the law in certain of
these jurisdictions presently is unclear as to whether and under what conditions
such costs (or the requirements to otherwise  undertake  remedial actions) would
be imposed on a secured lender such as the Trust Fund.  However,  under the laws
of some states and under applicable federal law, a lender may be liable for such
costs in certain  circumstances  as the "owner" or  "operator"  of the Mortgaged
Property.  The Reserve  Fund will be available  to cover  shortfalls  in amounts
distributable  to  Certificateholders  occasioned by the  imposition of clean-up
costs on the Trust Fund. Shortfalls occurring as the result of imposition of any
such costs after the Reserve Fund is depleted  will be borne first by Holders of
Class F  Certificates,  second  by  Holders  of Class E  Certificates,  third by
Holders of Class D  Certificates,  fourth by  Holders  of Class C  Certificates,
fifth by the Holders of Class B  Certificates  and finally by Holders of Class A
Certificates,  pro rata.  See "CERTAIN  LEGAL  ASPECTS OF THE MORTGAGE  LOANS --
Environmental Risks" herein.

    15. Geographic  Concentration;  Regional  Considerations  Affecting Mortgage
Loans.   903  Mortgage  Loans,  313  Mortgage  Loans  and  125  Mortgage  Loans,
representing  approximately  45.67%,  15.93%  and  8.50%,  respectively,  of the
aggregate  Scheduled  Principal  Balance of the Mortgage Loans as of the Cut-Off
Date,  are secured by Mortgaged  Properties  located in the States of California
(especially Southern California),  Texas, and Florida. Improvements on Mortgaged
Properties  located in California  may be more  susceptible  to certain types of
special hazards not covered by insurance  (such as earthquakes)  than properties
located in other parts of the country. In addition,  the economies of the States
of California,  Texas and Florida may be adversely  affected to a greater degree
than  that of other  areas of the  country  by  certain  developments  affecting
industries  concentrated in such states.  Moreover,  in recent periods,  several
regions of the United  States  (including  California,  Texas and Florida)  have
experienced significant downturns in the market value of real estate.

    367  Mortgage  Loans  having an  aggregate  Scheduled  Principal  Balance of
approximately  $202,368,520,  representing approximately 17.78% of the aggregate
Scheduled  Principal  Balance of the Mortgage  Loans as of the Cut-Off Date, are
secured by Mortgaged Properties located in the area near Los Angeles, California
that  experienced  a serious  earthquake in January 1994 and a series of related
aftershocks.  The Seller  has  inspected  the  exterior  of each such  Mortgaged
Property,  and such  inspection  has not revealed  any  material  damage to such
Mortgaged Properties.  The Seller will make a representation and warranty in the
Agreement  that,  as of the Closing  Date,  each  Mortgaged  Property is free of
material  damage and in good repair or, if materially  damaged,  such  Mortgaged
Property is also covered by a rent interruption  policy. See "DESCRIPTION OF THE
MORTGAGE LOANS -- Representations and Warranties" herein.

    23  Mortgage  Loans  having an  aggregate  Scheduled  Principal  Balance  of
approximately  $13,382,720,  representing  approximately  1.18% of the aggregate
Scheduled  Principal  Balance of the Mortgage  Loans as of the Cut-Off Date, are
secured  by  Mortgaged  Properties  located  in  the  State  of  Georgia,  which
experienced  severe flooding during the summer of 1994. The Seller has inspected
the exterior of each such Mortgaged  Property.  Such inspection has not revealed
any  material  damage  to such  Mortgaged  Properties.  The  representation  and
warranty  of the  Seller  relating  to the  absence of  material  damage to each
Mortgaged  Property,  referred  to  above,  will be  equally  applicable  to any
Mortgaged Properties located in Georgia.

    For  additional  information  regarding the geographic  distribution  of the
Mortgage Pool, see Exhibits A through E to this Prospectus.

                         DESCRIPTION OF THE CERTIFICATES

     The  Certificates  are to be issued  pursuant  to a Pooling  and  Servicing
Agreement (the "Agreement"), dated as of the Cut-Off Date, among the Seller, the
Master Servicer,  the Special Servicer and the Trustee. The Trustee will provide
to  Certificateholders  without  charge,  and  to  non-Certificateholders  for a
reasonable charge, on written or oral request, a copy of the Agreement,  as well
as the Collateral  Security  Agreement  (the  "Collateral  Security  Agreement")
pursuant to which the Reserve  Fund is held.  Requests  should be made either by
writing to State Street Bank and Trust Company,  Two  International  Place,  5th
Floor, Boston, MA 02110,  Attention:  Corporate Trust Department,  or by calling
(617) 786-3000.

    The following  summaries  describing certain provisions of the Certificates,
the  Agreement  and the  Collateral  Security  Agreement  do not  purport  to be
complete and are subject to, and are  qualified  in their  entirety by reference
to, the provisions of the Agreement and the Collateral  Security  Agreement,  as
the case may be.  Capitalized terms used herein and not otherwise defined herein
have  the  meanings  assigned  in  the  Agreement  or  the  Collateral  Security
Agreement, as the case may be.

General

    The Certificates will consist of twelve classes,  the Class A-1, Class A-2A,
Class A-2B,  Class A-2C,  Class A-3, Class A-4, Class B, Class C, Class D, Class
E, Class F and Class R Certificates.  All Classes of Certificates other than the
Class  R  Certificates   are   collectively   referred  to  herein  as  "Offered
Certificates." The Class R Certificates will initially be retained by the Seller
(acting only in its capacity as conservator or receiver and not in its corporate
capacity), although the Seller subsequently may sell the Class R Certificates in
a separate offering.  The Class A-2A, Class A-2B and Class A-2C Certificates are
collectively  referred to herein as "Multifamily  Fixed Rate  Certificates," the
Class  A-4,  Class B, Class C,  Class D,  Class E and Class F  Certificates  are
collectively  referred to herein as "Commercial Fixed Rate Certificates" and the
Multifamily  Fixed Rate  Certificates and the Commercial Fixed Rate Certificates
are collectively  referred to herein as "Fixed Rate Certificates." The Class A-1
and the Class A-3 Certificates are collectively  referred to herein as "Floating
Rate  Certificates."  The Class  A-1,  Class  A-2A,  Class  A-2B and Class  A-2C
Certificates are collectively referred to herein as "Multifamily  Certificates."
The Certificates will represent beneficial ownership interests in the Trust Fund
consisting  of, among other  things,  the Mortgage  Loans and related  insurance
policies,  and the right to draw on the Reserve Fund for the purposes and to the
extent  described  herein;  however,  the Class A-1, Class A-2A,  Class A-2B and
Class A-2C Certificates do not represent  beneficial  ownership interests in any
Mortgage  Loans other than  Eligible  Multifamily  Mortgage  Loans.  For federal
income  tax  purposes,   the  Offered  Certificates  will  represent  beneficial
ownership  interests in the  respective  Classes of Regular  Interests,  and the
Floating Rate Certificates will be entitled to receive certain payments from the
Reserve Fund (limited to amounts  therein) in respect of Basis Risk as described
herein.

    Distributions  of interest and in reduction of Certificate  Principal Amount
to Holders of each Class of Offered  Certificates  will be made monthly,  to the
extent  of such  Class's  entitlement  thereto  as  described  herein  under "--
Distributions,"  on the 25th day of each month or, if such day is not a Business
Day (as defined  below),  on the succeeding  Business Day (each, a "Distribution
Date"),  commencing  in  October  1994.  The Class B, Class C, Class D, Class E,
Class F and Class R Certificates are subordinated to the Class A Certificates to
the extent described herein;  the Class C, Class D, Class E, Class F and Class R
Certificates  are  subordinated  to the Class A and Class B Certificates  to the
extent described herein;  the Class D, Class E, Class F and Class R Certificates
are  subordinate to the Class A, Class B and Class C Certificates  to the extent
described herein;  the Class E, Class F and Class R Certificates are subordinate
to the  Class  A,  Class  B,  Class C and  Class D  Certificates  to the  extent
described  herein;  the Class F and Class R Certificates  are subordinate to the
Class A,  Class B,  Class C,  Class D and  Class E  Certificates  to the  extent
described  herein;  and the Class R Certificates are subordinated to the Offered
Certificates as described herein.

    A  "Business  Day" is a day other  than  Saturday,  Sunday or a day on which
banking or savings and loan institutions in the Commonwealth of Massachusetts or
the City of New York (or in the case of any Master Servicer Remittance Date, the
State of Missouri or the City of New York) are  authorized  or obligated by law,
executive order or government decree to be closed.

Delivery, Form and Denomination

Class A, Class B, Class C and Class D Certificates

    No Person acquiring a Class A, Class B, Class C or Class D Certificate (each
such  person,  a  "beneficial  owner")  will be  entitled  to receive a physical
certificate  representing  such  Certificate.  Instead,  such  Certificates (the
"Depository  Certificates")  will be  registered in the name of a nominee of The
Depository Trust Company (together with any successor depository selected by the
Seller,  the  "Depository"),  and beneficial  interests  therein will be held by
investors  through the  book-entry  facilities of the  Depository,  as described
herein, in minimum  denominations of $1,000 initial Certificate Principal Amount
and  in  integral  multiples  thereof.  The  Seller  has  been  informed  by the
Depository  that  its  nominee  will be Cede & Co.  Accordingly,  Cede & Co.  is
expected to be the holder of record of the Depository Certificates.

    Each  beneficial  owner's  ownership  of a  Depository  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 Depository 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  Depository
Certificate.  Beneficial  ownership  of a  Depository  Certificate  may  only be
transferred 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  whom   (and/or   their
representatives)  own the Depository.  In accordance with its normal  procedure,
the  Depository  is expected  to record the  positions  held by each  Depository
participant in the Depository Certificates,  whether held for its own account or
as a nominee for another Person. In general,  beneficial ownership of Depository
Certificates will be subject to the rules,  regulations and procedures governing
the Depository and Depository participants as are in effect from time to time.

    The  Depository,   or  its  nominee  as  record  holder  of  the  Depository
Certificates,  will be  recognized by the Seller and the Trustee as the owner of
the Depository Certificates for all purposes, including notices and consents. In
the event of any  solicitation of consents from or voting by  Certificateholders
pursuant to the  Agreement,  the Trustee may establish a reasonable  record date
and give notice of such record date to the  Depository.  In turn, the Depository
will solicit  votes from the  beneficial  owners in  accordance  with its normal
procedures,  and the  beneficial  owners  will be  required  to comply with such
procedures in order to exercise their voting rights through the Depository.

    Distributions  of principal and of interest on the  Depository  Certificates
will be made on each  Distribution  Date to the  Depository or its nominee.  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 for which it is holding
Depository  Certificates 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 Depository Certificates that it represents.

    The information  herein  concerning the Depository and its book-entry system
has been obtained from sources believed to be reliable,  but the Seller takes no
responsibility for the accuracy or completeness thereof.

Class E and Class F Certificates

    The  Class  E and  Class  F  Certificates  will  be  issued  only  in  fully
registered,   certificated  form  in  denominations  of  $250,000  and  integral
multiples of $1,000 in excess thereof.



Distributions

Generally

    As more fully described  below,  distributions  of principal and interest on
the Offered  Certificates will be made on each Distribution Date in an aggregate
amount, to the extent funds are available therefor from payments on the Mortgage
Loans  (net of  certain  reimbursements  to the  Reserve  Fund) and draws on the
Reserve Fund,  equal to the sum of the Optimal  Available Funds for the Mortgage
Loan Groups,  net of certain  reimbursements to the Reserve Fund, plus the Basis
Risk  Reserve  Fund Draw  Amount and  certain  past due  amounts  together  with
interest  thereon as  described  herein.  Such  amount will be  allocated  among
different  Classes of such  Certificates as described below under "-- Allocation
Among Classes." Such  distributions  will be made on each  Distribution  Date in
accordance with the Agreement to each Certificateholder of record on the related
Record  Date.  For each  Distribution  Date,  the "Record  Date" is the close of
business on the last Business Day of the month preceding the month in which such
Distribution  Date occurs, in the case of the Fixed Rate  Certificates,  and the
15th day of the calendar  month in which such  Distribution  Date occurs (or, if
such 15th day is not a Business Day, the preceding Business Day), in the case of
the Floating Rate Certificates.

    On each Distribution  Date, the Trustee will determine the Optimal Available
Funds for each  Mortgage Loan Group and will also  determine the funds  received
with  respect to each  Mortgage  Loan Group then in the  Collection  Account and
available for  distribution  (the "Group Available Funds" for such Mortgage Loan
Group).  The Group  Available Funds for any Mortgage Loan Group may be less than
receipts on the Mortgage Loans (excluding  Amounts Held for Future  Distribution
(as defined  below)) as the result of,  among other  things,  payment of certain
servicing  fees and expenses  therefrom and  reimbursements  to the Reserve Fund
made therefrom for advances of delinquent  Mortgage Loan  payments,  Senior Lien
Advances  and for  payments  received on a  Discounted  Mortgage  Loan after its
Scheduled Principal Balance has been reduced to zero as described herein.

    To the extent the aggregate  Group Available Funds of the four Mortgage Loan
Groups are insufficient to make a distribution in full of the aggregate  Optimal
Available  Funds of the four  Mortgage  Loan Groups,  the Trustee will cause the
Master  Servicer  to draw on the  Collection  Account  up to the  amount  of any
additional  funds  held  in  such  account  as  of  the  Distribution  Date  for
distribution   on  a  future   Distribution   Date  ("Amounts  Held  for  Future
Distribution")  (limited,  in the case of  Mortgage  Loan Groups 1 and 2, to the
Amounts Held for Future Distribution  received on Eligible  Multifamily Mortgage
Loans),   and  the  Trustee  will  draw  on  the  Reserve  Fund  in  respect  of
delinquencies and defaults on such Mortgage Loans in the amount described herein
(the "Credit  Reserve Fund Draw Amount"),  which amounts will be allocated among
the Mortgage Loan Groups as described  herein. In addition,  certain  shortfalls
due to Basis  Risk may be covered by Basis  Risk  Reserve  Fund Draw  Amounts as
described  under "-- Basis  Risk"  herein.  The Group  Available  Funds for each
Mortgage  Loan Group,  together  with any Amounts Held for Future  Distribution,
Credit  Reserve  Fund Draw  Amounts  and Basis Risk  Reserve  Fund Draw  Amounts
allocated to such Mortgage Loan Group,  represent the full amount  available for
distribution  on a given  Distribution  Date with respect to such  Mortgage Loan
Group (the "Available Distribution Amount" for such Mortgage Loan Group).

    The  "Optimal  Available  Funds"  for  each  Mortgage  Loan  Group  for  any
Distribution  Date will equal the sum of (i) the Optimal  Mortgage Loan Interest
for such  Mortgage Loan Group and (ii) the Optimal  Mortgage Loan  Principal for
such Mortgage Loan Group.

    The "Optimal  Mortgage  Loan  Interest"  for each Mortgage Loan Group on any
Distribution  Date will equal (x) the aggregate,  for all Mortgage Loans in such
Mortgage Loan Group,  of interest then  distributable  with respect to each such
Mortgage Loan, in each case equal to interest  accrued at the Mortgage  Interest
Rate of such Mortgage Loan,  net of the applicable  Servicing Fee Rate (the "Net
Mortgage  Interest  Rate") (or, with respect to a Discounted  Mortgage Loan, the
applicable  Assumed Net Mortgage Interest Rate (as defined herein)) from the Due
Date for such Mortgage  Loan in the second  preceding Due Period to the Due Date
in the Due Period immediately  preceding such Distribution Date on the Scheduled
Principal  Balance  thereof as of the second  preceding  Determination  Date (as
defined  herein),  less any Prepayment  Interest  Shortfall (as defined  herein)
allocable  thereto or plus any Excess  Prepayment  Interest (as defined  herein)
allocable  thereto,  as the case may be,  less (y) any  Deferred  Interest  with
respect to such Mortgage Loan Group.

    The "Optimal  Mortgage Loan  Principal"  for each Mortgage Loan Group on any
Distribution  Date will equal the sum, for all Mortgage  Loans in such  Mortgage
Loan Group, of:

        (i) the principal  component of all scheduled  Monthly  Payments  (other
    than Balloon Payments) which become due during the related Due Period on the
    related  Mortgage  Loans (other than Simple  Interest  Loans and  Discounted
    Mortgage Loans),

        (ii) the principal component of all Assumed Scheduled Payments deemed to
    become due during the related Due Period with respect to any related Balloon
    Mortgage Loan (other than a Discounted  Mortgage Loan) that is delinquent in
    respect of its Balloon Payment,  including any Matured  Performing  Mortgage
    Loan,

        (iii) the Scheduled  Principal  Balance of each related Mortgage Loan as
    of the  Determination  Date in the month  preceding  the month in which such
    Distribution Date occurs which either was repurchased,  was sold or became a
    liquidated  Mortgage Loan during the related  Prepayment  Period (as defined
    herein),

        (iv) to the  extent not  included  in the  preceding  clause  (ii),  the
    principal component of all Balloon Payments on any related Mortgage Loan, up
    to the Scheduled  Principal  Balance  thereof,  received  during the related
    Prepayment Period,

        (v) the portion of each payment on any Simple  Interest Loan (other than
    a Discounted  Mortgage Loan which is a Simple Interest Loan) attributable to
    principal received during the related Prepayment Period,

        (vi) to the extent not included in the preceding clause (iii), all other
    full or partial  prepayments of principal or other  recoveries  allocable to
    principal  (including  the  principal  portion of any  payments  made by the
    Seller or the RTC as the result of breaches of representations or warranties
    of the Seller with respect to the Mortgage Loans) in excess of the principal
    portion of any related Monthly  Payment  ("Principal  Prepayments"),  of any
    related  Mortgage  Loan  (other  than  a  Simple  Interest  Loan)  up to the
    Scheduled  Principal  Balance  thereof,  received in the related  Prepayment
    Period,

        (vii) the portion of any scheduled  Monthly Payment or Assumed Scheduled
    Payment,  net of any applicable  Workout Fee, which becomes due or is deemed
    to become due  during  the  related  Due  Period on any  related  Discounted
    Mortgage  Loan which is in excess of the sum of (i) one month of interest at
    the Assumed Net Mortgage  Interest Rate on the Scheduled  Principal  Balance
    thereof and (ii) the  servicing fee for such month at the Servicing Fee Rate
    on the actual principal balance thereof,  but not in excess of the Scheduled
    Principal Balance thereof,

        (viii) the excess, if any, of (x) the Scheduled Principal Balance of any
    related Discounted  Mortgage Loan on the related  Determination  Date, after
    taking into account amounts included in the preceding clause (vii), over (y)
    the actual principal balance of such Discounted Mortgage Loan, and

        (ix) the amount of any  Deficient  Valuation  occurring  in the  related
    Prepayment Period, and the amount of certain payments required in connection
    with modifications of, and Debt Service Reductions with respect to, Mortgage
    Loans and  foreclosure  or other  acquisitions  of Mortgaged  Properties  as
    described  under "-- Reserve Fund" and  "SERVICING OF THE MORTGAGE  LOANS --
    Modifications, Waivers and Amendments" herein.

    For each Distribution Date, the "Due Period" is the period commencing on the
second  day of the month  preceding  the month in which such  Distribution  Date
occurs  and ending on (and  including)  the first day of the month in which such
Distribution  Date occurs. In the case of the first  Distribution  Date, the Due
Period will be September 2, 1994 through October 1, 1994. For each  Distribution
Date, the "Prepayment Period" is the period commencing immediately following the
second preceding  Determination Date (or on the Cut-Off Date, in the case of the
first  Distribution  Date) and ending on the Determination  Date in the month in
which such Distribution Date occurs. In the case of the first Distribution Date,
the Prepayment  Period will be September 1, 1994 through October 11, 1994. As to
each Mortgage Loan and any  Distribution  Date, the due date (the "Due Date") is
the day of the month in the  related  Due  Period on which a Monthly  Payment or
Balloon  Payment  is due (or,  in the  case of a  Non-Monthly  Payment  Loan (as
defined  below),  deemed to be due) (without giving effect to any grace period),
except that with respect to Mortgage Loans which by their terms accrue  interest
in advance rather than in arrears, the Due Date for the interest portion of each
Monthly  Payment  will be deemed  to be the date one  month  after the date such
payment is actually  due.  Subsequent  to the month in which the last  Servicing
Transfer Date occurs, the determination date (the  "Determination  Date") is the
15th day (or if such date is not a Business Day, the preceding  Business Day) of
the month in which the related Distribution Date occurs, and up to and including
the month in which the last Servicing  Transfer Date occurs,  the  Determination
Date is the third  Business Day preceding the 15th day of the month (or, if such
15th day is not a Business Day, the preceding Business Day). With respect to any
Mortgage Loan and any Due Period, the "Monthly Payment" is the scheduled monthly
payment of  principal  and  interest,  excluding  any Balloon  Payment,  on such
Mortgage  Loan  which is payable  by a  Borrower  in such Due  Period  under the
related Note or, in the case of an REO Mortgage Loan, which would otherwise have
been payable  under the Note relating to such REO Mortgage  Loan,  determined in
accordance with the Agreement, except that (x) with respect to any Mortgage Loan
which by its terms  pays  interest  in  advance of its  accrual  rather  than in
arrears,  the Monthly  Payment is the  scheduled  monthly  payment of principal,
excluding any Balloon Payment,  due in such Due Period and the scheduled monthly
payment of interest due in the preceding Due Period, and (y) with respect to any
Mortgage Loan as to which the related  Borrower is not required to make payments
monthly under the terms of the related Note (a "Non-Monthly  Payment Loan"), the
Monthly  Payment in any month is interest  accrued  thereon from the Due Date in
the  preceding  Due  Period  to the Due  Date in such  current  Due  Period  and
principal  (other than a Balloon  Payment) due in such current Due Period.  With
respect to a Non-Monthly  Payment Loan,  the Monthly  Payment in respect of such
loan is deemed to be due the same day of each Due Period as the day in the month
in which payments in respect of such loan are actually due.

    As referred to herein, the "Scheduled  Principal Balance" of a Mortgage Loan
(other than a Discounted  Mortgage Loan) with respect to any Determination  Date
is equal to the  principal  balance of such  Mortgage Loan as of the Due Date of
such Mortgage Loan  occurring in the Due Period  relating to such  Determination
Date, after giving effect to (a) any principal  prepayments or other unscheduled
recoveries of principal,  any Balloon Payments and, as to Simple Interest Loans,
any  payments   attributable   to  principal   received  on  or  prior  to  such
Determination  Date, (b) the Deferred  Interest,  if any, added to the principal
balance of such Mortgage Loan on or before such Due Date, (c) except in the case
of any Simple Interest Loan, any payment in respect of principal, if any, due on
or  before  such Due Date  (other  than a Balloon  Payment,  but  including  the
principal portion of any Assumed Scheduled Payment, if applicable), irrespective
of any delinquency in payment by the Borrower,  and (d) any adjustment resulting
from a  Deficient  Valuation  or in  connection  with a Debt  Service  Reduction
resulting  from any  bankruptcy  or  similar  proceeding.  With  respect  to any
Discounted  Mortgage Loan, the "Scheduled  Principal  Balance"  thereof shall be
determined  as  described  herein  under "-- Reserve  Fund -- Credit  Draws." As
indicated  above,  the  Scheduled  Principal  Balance of a Mortgage Loan that is
delinquent as to its Balloon  Payment and that has not yet been the subject of a
modification  as a consequence  thereof will be calculated with reference to the
Assumed  Scheduled  Payments in respect of such  Mortgage  Loan.  As referred to
herein,  "Assumed Scheduled Payment" means, with respect to any Balloon Mortgage
Loan that is delinquent  in respect of its Balloon  Payment  (including  any REO
Mortgage Loan for which the related Note had provided for a Balloon Payment, any
Matured Performing  Mortgage Loan and any Discounted Mortgage Loan that provides
for a Balloon  Payment),  an amount  deemed to be due for such Balloon  Mortgage
Loan on each  Distribution  Date  after  the  related  Due Date and  before  the
Distribution  Date with  respect to which such  Mortgage  Loan was  modified (or
further modified) by the Special Servicer pursuant to the Agreement,  which will
generally  be equal to the Monthly  Payment that would  otherwise  have been due
thereon  during the related Due Period had such Balloon  Payment not become due,
determined as provided in the Agreement.

    The Scheduled  Principal Balance of any REO Mortgage Loan will be determined
in the manner  described above as if the related Note had remained  outstanding.
Net proceeds  received in respect of any REO Property in excess of the scheduled
Monthly  Payments or Assumed  Scheduled  Payments  that are assumed to remain in
effect will be treated as prepayments of the Scheduled  Principal Balance of the
related REO Mortgage Loan.

    In the event that a Mortgage Loan is prepaid in full, the principal  portion
of any  Monthly  Payment  received  during the  Prepayment  Period in which such
prepayment  is  received  but after  the Due  Period  which  ended  during  such
Prepayment Period shall be treated as part of such principal prepayment.

Interest

    Interest will accrue on each Class of Offered Certificates at the applicable
rate (the  "Pass-Through  Rate") set forth below. The interest  distributable on
the Classes of Fixed Rate  Certificates  on each  Distribution  Date will be the
interest accrued at the applicable  Pass-Through Rate for each such Class on its
Certificate Principal Amount during each one-month period beginning on the first
day of the month  preceding  the month in which each  Distribution  Date occurs,
commencing  September 1, 1994, less any Deferred Interest allocable thereto. The
interest  distributable  on the Classes of Floating  Rate  Certificates  on each
Distribution  Date will be the interest  accrued at the applicable  Pass-Through
Rate for each  such  Class  on its  Certificate  Principal  Amount  during  each
one-month  period  commencing  on the  25th  day of each  month  preceding  such
Distribution  Date  and  ending  on the  24th  day of the  month  in  which  the
Distribution Date occurs,  less any Deferred  Interest  allocable  thereto.  The
monthly  periods  during  which  interest   accrues  on  any  Class  of  Offered
Certificates  are each  referred to herein as an "Interest  Accrual  Period" for
such Class.

    The "Certificate Principal Amount" of any Class of Offered Certificates with
respect to any  Distribution  Date is the Certificate  Principal  Amount of such
Class as of the Cut-Off Date plus all Deferred Interest  allocated to such Class
on the current and all previous  Distribution  Dates (as described  herein under
"-- Allocation of Deferred Interest"),  less all amounts previously  distributed
to such  Class in  reduction  of the  Certificate  Principal  Amount  thereof as
described below.

    The amount of interest  distributable  with  respect to any Class of Offered
Certificates  during an Interest Accrual Period will be reduced by the amount of
any  Deferred  Interest  allocated  to  such  Class  on  the  Distribution  Date
immediately following such Interest Accrual Period as described herein under "--
Allocation of Deferred Interest."

    Interest  that  accrues  on  each  Class  of  Offered  Certificates  will be
calculated  on the  assumption  that  distributions  on a  Distribution  Date in
reduction of  Certificate  Principal  Amount thereof were made, and increases in
Certificate  Principal  Amount in connection  with Deferred  Interest  allocated
thereto were added, at the end of the preceding  Interest  Accrual Period rather
than on the  Distribution  Date when  actually  made or added.  Interest on each
Class of Offered  Certificates will be calculated on the basis of a 360-day year
consisting of twelve 30-day months.

    The amount of interest accrued on any Class of Offered  Certificates  during
an Interest Accrual Period ("Accrued Certificate Interest"), net of any Deferred
Interest  allocated  thereto,  is  referred  to  herein as the  "Class  Interest
Distribution  Amount" with respect to such Interest Accrual Period.  Such amount
will be  distributed  to the Holders of such Class,  to the extent the Available
Distribution  Amounts are sufficient  therefor  after  application in accordance
with the priorities set forth herein under  "-Allocation  Among Classes," on the
Distribution Date immediately following such Interest Accrual Period.

    During the initial Interest  Accrual Period for the Class A-1  Certificates,
the Pass-Through  Rate for the Class A-1 Certificates will be 5.5125% per annum.
During each subsequent  Interest Accrual Period for the Class A-1  Certificates,
the Pass-Through  Rate for the Class A-1  Certificates  will be a per annum rate
equal to the lesser of (a) LIBOR as of the LIBOR  Determination Date (as defined
herein)  preceding such Interest  Accrual Period plus 0.45%, and (b) 13.00% (the
"Class A-1 Pass-Through Rate").

    During each Interest  Accrual  Period for the Class A-2A  Certificates,  the
Pass-Through Rate for the Class A-2A Certificates will be a per annum rate equal
to 6.80% (the "Class A-2A Pass-Through Rate").

    During each Interest  Accrual  Period for the Class A-2B  Certificates,  the
Pass-Through Rate for the Class A-2B Certificates will be a per annum rate equal
to 7.45% (the "Class A-2B Pass-Through Rate").

    During each Interest  Accrual  Period for the Class A-2C  Certificates,  the
Pass-Through Rate for the Class A-2C Certificates will be a per annum rate equal
to 7.45% (the "Class A-2C Pass-Through Rate").

    During the initial Interest  Accrual Period for the Class A-3  Certificates,
the Pass-Through  Rate for the Class A-3 Certificates will be 5.6125% per annum.
During each subsequent  Interest Accrual Period for the Class A-3  Certificates,
the Pass-Through  Rate for the Class A-3  Certificates  will be a per annum rate
equal to the lesser of (a) LIBOR as of the LIBOR  Determination  Date  preceding
such  Interest  Accrual  Period  plus  0.55%,  and (b)  13.00%  (the  "Class A-3
Pass-Through Rate").

     During each Interest  Accrual  Period for the Class A-4  Certificates,  the
Pass-Through Rate for the Class A-4 Certificates will be a per annum rate equal
to 7.25% (the "Class A-4 Pass-Through Rate").

    During  each  Interest  Accrual  Period  for the Class B  Certificates,  the
Pass-Through Rate for the Class B Certificates will be a per annum rate equal to
8.00% (the "Class B Pass-Through Rate").

    During  each  Interest  Accrual  Period  for the Class C  Certificates,  the
Pass-Through Rate for the Class C Certificates will be a per annum rate equal to
8.00% (the "Class C Pass-Through Rate").

    During  each  Interest  Accrual  Period  for the Class D  Certificates,  the
Pass-Through Rate for the Class D Certificates will be a per annum rate equal to
8.00% (the "Class D Pass-Through Rate").

    During  each  Interest  Accrual  Period  for the Class E  Certificates,  the
Pass-Through Rate for the Class E Certificates will be a per annum rate equal to
8.00% (the "Class E Pass-Through Rate").

    During  each  Interest  Accrual  Period  for the Class F  Certificates,  the
Pass-Through Rate for the Class F Certificates will be a per annum rate equal to
8.00% (the "Class F Pass-Through Rate").

Allocation of Deferred Interest

    The  aggregate  amount of  interest  required  to be paid to the  Holders of
Certificates on any Distribution  Date will be decreased by the aggregate amount
of negative  amortization  added to the principal balances of the Mortgage Loans
(or in the case of Discounted  Mortgage Loans, added to the Scheduled  Principal
Balances  thereof)  in the  related  Due Period to the extent  that the  Accrued
Certificate  Interest on such  Distribution Date for all Classes of Certificates
exceeds the  aggregate  Optimal  Mortgage  Loan  Interest for all Mortgage  Loan
Groups for such  Distribution  Date, and the amount thereof will be added to the
Certificate  Principal  Amounts of the  Certificates  in the priority  described
below, in each case up to the amount of interest accrued on the applicable Class
of  Certificates  during the  related  Interest  Accrual  Period.  The amount of
negative  amortization on the Mortgage Loans added to the Certificate  Principal
Amounts of the Certificates will be allocated sequentially to the Class F, Class
E, Class D, Class C, Class B and Class A  Certificates,  and  further  allocated
among the Class A  Certificates  first to the Class  A-2A,  Class A-2B and Class
A-2C  Certificates  and  Class  A-4  Certificates,  pro rata on the basis of the
aggregate amount of negative amortization added to the principal balances of the
Mortgage  Loans in Mortgage  Loan Groups 1 and 2, on the one hand,  and Mortgage
Loan Groups 3 and 4, on the other hand, and second,  any remaining amount to the
Class A-1 and Class A-3 Certificates on the same pro rata basis.

    With  respect  to each  Discounted  Mortgage  Loan,  the  Deferred  Interest
allocated thereto will equal the increase in the Scheduled  Principal Balance of
such Mortgage Loan rather than the increase in its actual principal balance, and
will be equal to the excess of (a) interest  accrued on the Scheduled  Principal
Balance  thereof during the interest  accrual period ending on the preceding Due
Date  thereof at the Assumed Net Mortgage  Interest  Rate over (b) the amount of
the Monthly  Payment or Assumed  Scheduled  Payment due on such Due Date, net of
any  applicable   servicing  fees,  including  without  limitation  the  Special
Servicer's Workout Fee.

Basis Risk

    Initially,  the Certificate  Principal Amounts of the Class A-1, Class A-2A,
Class A-2B and Class A-2C Certificates will be equal to approximately 65% of the
aggregate Scheduled Principal Balance of the Group 1 and Group 2 Mortgage Loans.
The  Certificate  Principal  Amounts  of the  Class  A-3  Certificates  will  be
approximately  equal to 100% of the aggregate Scheduled Principal Balance of the
Group 3 Mortgage Loans plus 35% of the aggregate  Scheduled Principal Balance of
the  Group  1  Mortgage  Loans,  and the  Certificate  Principal  Amount  of the
Commercial Fixed Rate  Certificates  will be approximately  equal to 100% of the
aggregate  Scheduled Principal Balance of the Group 4 Mortgage Loans plus 35% of
the  aggregate  Scheduled  Principal  Balance  of the  Group 2  Mortgage  Loans.
Accordingly,  the Certificate  Principal  Amounts of the Fixed Rate Certificates
will approximately  equal the aggregate Scheduled Principal Balance of the Group
2 and Group 4 Mortgage  Loans (which bear  interest at fixed rates or adjustable
rates subject to specified floors), and the Certificate Principal Amounts of the
Floating Rate  Certificates  will equal  approximately  the aggregate  Scheduled
Principal Balance of the Group 1 and Group 3 Mortgage Loans (which bear interest
at  variable  rates  based on a variety  of  Indexes).  Such  correspondence  is
expected to vary over time, however,  because, among other things, (a) at a time
when the Certificate  Principal  Amount of the Class A-1  Certificates  has been
reduced to zero,  the Optimal  Mortgage  Loan  Principal of the Group 1 Mortgage
Loans will first be applied to  distribution  of  principal  on the Class  A-2A,
Class  A-2B  and  Class  A-2C   Certificates   rather  than  to  the  Class  A-3
Certificates,  (b) at a time when the Certificate Principal Amounts of the Class
A-2A,  Class A-2B and Class A-2C  Certificates  have been  reduced to zero,  the
Optimal  Mortgage  Loan  Principal  of the Group 2 Mortgage  Loans will first be
applied to distribution of principal on the Class A-1  Certificates  rather than
to the Class A-4  Certificates,  (c) at a time  when the  Certificate  Principal
Amount of the Class A-3  Certificates  has been  reduced  to zero,  the  Optimal
Mortgage  Loan  Principal  of the Group 3  Mortgage  Loans  will be  applied  to
distribution of principal on the Class A-4 Certificates rather than to the Class
A-1  Certificates,  (d) at a time when the Certificate  Principal  Amount of the
Class A-4  Certificates  has been  reduced to zero,  the Optimal  Mortgage  Loan
Principal  of the Group 4 Mortgage  Loans will first be applied to the Class A-3
Certificates  rather than to the remaining  Commercial Fixed Rate  Certificates,
(e) excess interest,  which may come from adjustable rate Mortgage Loans, may be
used to retire  the  Fixed  Rate  Certificates  and (f) if the  Reserve  Fund is
reduced to the  Liquidity  Amount and losses are incurred on the Mortgage  Loans
which are not covered  from the Reserve  Fund,  such losses may  effectively  be
borne by Classes of Certificates  not having  comparable types of interest rates
to those of the Mortgage Loans on which the losses were incurred.

    The Pass-Through Rates of the Class A-1 and Class A-3 Certificates are based
upon the value of LIBOR,  which may be  different  from the value of the Indexes
upon which the Mortgage Interest Rates of the Group 1 and Group 3 Mortgage Loans
are  based  (either  as  a  result  of  the  use  of  a  different  index,  rate
determination  date, rate  adjustment date or rate cap or floor).  Consequently,
the interest that becomes due on such Mortgage Loans (net of the servicing fees)
during any Due Period may not equal the amount of interest  that would accrue at
LIBOR  plus the  applicable  margin on the Class A-1 or Class A-3  Certificates,
subject to the cap  thereon,  during the related  Interest  Accrual  Period.  In
particular,  the Pass-Through  Rates of the Class A-1 and Class A-3 Certificates
adjust  monthly,  while the interest  rates of the Mortgage  Loans in many cases
adjust less  frequently  (generally  at six-month,  twelve-month,  three-year or
five-year intervals), such that the Net Mortgage Interest Rates of such Mortgage
Loans may be lower than such Pass-Through Rates for extended periods in a rising
interest rate environment. In addition, because interest accruing on the Offered
Certificates  will be  calculated  on the basis of a 360-day year  consisting of
twelve 30-day months,  while the Mortgage  Loans may accrue  interest on another
basis  (such  as the  actual  number  of days in the  related  interest  accrual
period),  the interest that becomes due on the Mortgage  Loans (net of servicing
fees) on Due Dates  therefor  occurring  in any Due  Period may be less than the
amount of interest that accrues on a corresponding  Certificate Principal Amount
of the Offered  Certificates  during the related  Interest  Accrual  Period.  In
addition,  with respect to the Class A-1 and Class A-3  Certificates,  LIBOR and
the Indexes  applicable to the Mortgage Loans included in Mortgage Loan Groups 1
and 3 may respond to  different  economic  and market  factors,  and there is no
necessary  correspondence  between them. Thus, it is possible, for example, that
LIBOR may rise during  periods in which one or more of the Indexes are stable or
are  falling or that,  even if both LIBOR and the  Indexes  rise during the same
period, LIBOR may rise much more rapidly than the Indexes. Furthermore,  certain
Group 2 Mortgage Loans bear fixed Mortgage Interest Rates that may be lower than
the weighted  average of the  Pass-Through  Rates of the Multifamily  Fixed Rate
Certificates.  Similarly,  certain  Group 4 Mortgage  Loans bear fixed  Mortgage
Interest Rates that may be lower than the weighted  average of the  Pass-Through
Rates of the Commercial Fixed Rate Certificates.  Finally, one of the adjustable
rate  Mortgage  Loans,  with a  principal  balance  as of the  Cut-Off  Date  of
approximately  $4,899,660,  representing  approximately  1.84% of the  aggregate
Scheduled  Principal  Balance of the Mortgage Loans in Mortgage Loan Group 3, is
convertible  to a fixed  Mortgage  Interest  Rate,  which rate (net of servicing
fees)  may be lower at any time  than the  Pass-Through  Rate of the  Class  A-3
Certificates.

    Any shortfall in accrued interest at the Net Mortgage  Interest Rates on the
Mortgage  Loans  (after  giving  effect to any  Excess  Prepayment  Interest  or
Prepayment  Interest  Shortfall  as  described  below) in  relation  to  accrued
interest at the respective  Pass-Through  Rates on the Offered  Certificates  is
referred to herein as a "Basis Risk  Shortfall." A Basis Risk  Shortfall may not
exist in some cases even though the Pass-Through  Rate on one or more Classes of
Offered Certificates exceeds the Weighted Average Net Mortgage Interest Rate (as
defined below) of the Mortgage Loans in the related Mortgage Loan Group because,
among other things, (i) other Classes of Offered  Certificates may bear interest
at a  Pass-Through  Rate which is less than the  Weighted  Average Net  Mortgage
Interest Rate of the Mortgage  Loans in the related  Mortgage Loan Group or (ii)
interest may be accruing on an  aggregate  principal  balance of Mortgage  Loans
which is greater than the aggregate  Certificate Principal Amount of the Offered
Certificates.  In  addition,  the Reserve  Fund will be  available  to cover any
remaining  Basis  Risk  Shortfall,  except in  certain  cases to the  extent the
balance in the Reserve Fund has been reduced to the  Liquidity  Amount.  See "--
Reserve Fund."

    If a Borrower  prepays a Mortgage Loan in whole or in part,  makes a Balloon
Payment or makes any payment of  principal  on a Simple  Interest  Loan during a
Prepayment  Period and the date on which such payment is made (or,  with respect
to a Balloon Payment,  the date through which interest thereon accrues) is prior
to the Due Date for such Mortgage Loan in the related Due Period,  the amount of
interest (net of servicing  fees) which accrues on the amount of such  principal
payment will be less than the  corresponding  amount of interest accruing on the
Offered  Certificates.  If such a principal  payment  occurs during a Prepayment
Period but after the Due Date for such  Mortgage  Loan in the related Due Period
(or, with respect to a Balloon Payment,  the date through which interest thereon
accrues),  the amount of interest  (net of servicing  fees) which accrues on the
amount  of such  principal  payment  will  exceed  the  corresponding  amount of
interest accruing on the Offered Certificates.  To the extent that such excesses
for all Mortgage  Loans exceed such  shortfalls for all Mortgage Loans as of any
Determination  Date,  such net amount  ("Excess  Prepayment  Interest")  will be
applied as described  below under "-- Allocation  Among  Classes." To the extent
that such  shortfalls  for all  Mortgage  Loans  exceed such  excesses  for such
Mortgage Loans as of any  Determination  Date, such net shortfall (a "Prepayment
Interest Shortfall") will reduce funds available from Mortgage Loan payments for
distribution to Certificateholders.  As described in the preceding paragraph and
under "-- Reserve  Fund,"  excess cash flow,  if any,  from  Mortgage  Loans and
amounts in the Reserve Fund will be available to cover such shortfalls.

    The  Regular   Interests   corresponding   to  each  Class  of  the  Offered
Certificates bear interest at a rate (each, a "REMIC  Pass-Through  Rate") equal
to the  Pass-Through  Rate for the related Class of Offered  Certificates  if no
Basis Risk Shortfall exists, and otherwise bear interest at a REMIC Pass-Through
Rate equal, in the case of the Fixed Rate Certificates, to the Pass-Through Rate
of the related  Class of Offered  Certificates  and, in the case of the Floating
Rate  Certificates,  to the product of (a) the Pass-Through Rate for the related
Class of Offered  Certificates  and (b) a ratio,  the  numerator of which is the
interest  accrued at the Net Mortgage  Interest Rate on all Mortgage  Loans with
respect to such  Distribution  Date, less interest  accrued during the preceding
Interest Accrual Period on the Fixed Rate  Certificates,  and the denominator of
which  is  interest  accrued  at the  Pass-Through  Rate  on all of the  Offered
Certificates  other  than the  Fixed  Rate  Certificates  during  the  preceding
Interest Accrual Period.  If the Trustee  determines on any  Determination  Date
that a Basis  Risk  Shortfall  exists or that  there are  Uncovered  Basis  Risk
Shortfalls  (i.e.,  Basis Risk  Shortfalls  from prior  periods  not  covered by
Reserve Fund draws, as described  below),  the Trustee will determine the sum of
(x) the interest due on the Floating Rate Certificates in excess of interest due
on the  corresponding  Regular  Interests  and  (y)  the  Uncovered  Basis  Risk
Shortfalls for such Floating Rate  Certificates  and interest thereon (such sum,
the "Total Basis Risk Amount").  On the related  Distribution  Date, the Trustee
will draw on the Reserve  Fund in an amount (the "Basis Risk  Reserve  Fund Draw
Amount")  specified under "-- Reserve Fund," up to the amount of the Total Basis
Risk  Amount.  The Basis Risk  Reserve  Fund Draw  Amount will be applied to the
Class A-1 and Class A-3 Certificates  (pro rata among such Classes,  except that
distributions to the Class A-1 Certificates may be limited as provided under "--
Reserve Fund -- Liquidity  Amount"),  in each case (x) first, in an amount equal
to the difference between interest at the Pass-Through Rate thereon and interest
at the REMIC  Pass-Through  Rate on the related Class of Regular  Interests (the
"REMIC Rate  Shortfall"  for such  Class) and (y)  second,  in the amount of any
Uncovered  Basis Risk  Shortfall  from prior  Distribution  Dates plus  interest
thereon at the applicable  Pass-Through Rate,  compounded monthly. Any remaining
Basis Risk Shortfall (an "Uncovered  Basis Risk  Shortfall")  for any such Class
will be deducted from interest  currently  distributable to such Class, but will
be added to amounts to which Holders of  Certificates of such Class are entitled
on future Distribution  Dates,  together with interest thereon at the applicable
Pass-Through Rate compounded monthly, but only from Basis Risk Reserve Fund Draw
Amounts on such future Distribution Dates.

    As of the Cut-Off Date, the difference  between the weighted  average of the
Net  Mortgage  Interest  Rates,  weighted  on the basis of the actual  principal
balances of the Mortgage Loans on which interest accrues (the "Weighted  Average
Net Mortgage Interest Rate"), of the Mortgage Loans in Mortgage Loan Group 1 and
the Pass-Through  Rate of the Class A-1 Certificates  (such difference from time
to time, the "Group 1 Interest Rate Spread") was approximately 1.742% per annum,
and the difference between (x) the weighted average of the Net Mortgage Interest
Rates which would be  applicable  on each Mortgage Loan in Mortgage Loan Group 1
if it adjusted  immediately  to its Index plus its Margin,  subject  only to its
Maximum Rate or Floor Interest Rate, and (y) the Pass-Through  Rate of the Class
A-1  Certificates  (the  "Group  1 Fully  Indexed  Interest  Rate  Spread")  was
approximately  1.689% per annum.  However,  there can be no assurance  that such
positive  Group 1 Interest  Rate Spread or Group 1 Fully  Indexed  Interest Rate
Spread will not decline to zero or become negative.  As of the Cut-Off Date, the
difference  between the  Weighted  Average  Net  Mortgage  Interest  Rate of the
Mortgage  Loans in Mortgage Loan Group 2 and the weighted  average  Pass-Through
Rates of the Multifamily Fixed Rate  Certificates  (such difference from time to
time,  the "Group 2 Interest Rate Spread") was  approximately  1.397% per annum,
and the difference between (x) the weighted average of the Net Mortgage Interest
Rates which would be  applicable  on each Mortgage Loan in Mortgage Loan Group 2
if each adjustable rate Group 2 Mortgage Loan adjusted  immediately to its Index
plus its Margin,  subject only to its Maximum Rate or Floor  Interest  Rate, and
(y) the  weighted  average  Pass-Through  Rates of the  Multifamily  Fixed  Rate
Certificates   (the  "Group  2  Fully   Indexed   Interest   Rate  Spread")  was
approximately  1.351% per annum.  However,  there can be no assurance  that such
positive  Group 2 Interest  Rate Spread or Group 2 Fully  Indexed  Interest Rate
Spread will not decline to zero or become negative.  As of the Cut-Off Date, the
difference  between the Weighted Average Net Mortgage  Interest Rate of (a) 100%
of the Mortgage Loans in Mortgage Loan Group 3 and (b) 35% of the Mortgage Loans
in  Mortgage  Loan Group 1 (assuming  that the  Weighted  Average  Net  Mortgage
Interest Rate of such portion of Group 1 Mortgage Loans is equal to the Weighted
Average Net Mortgage Interest Rate of all of the Mortgage Loans in Mortgage Loan
Group  1),  and  the  Pass-Through  Rate of the  Class  A-3  Certificates  (such
difference  from  time  to  time,  the  "Group  3  Interest  Rate  Spread")  was
approximately  1.708% per annum,  and the  difference  between (x) the  weighted
average of the Net Mortgage  Interest  Rates which would be  applicable  on each
Mortgage Loan in Mortgage Loan Group 3 and on the portion of Mortgage Loan Group
1  described  in (b) above if it  adjusted  immediately  to its  Index  plus its
Margin,  subject only to its Maximum Rate or Floor  Interest  Rate,  and (y) the
Pass-Through  Rate of the Class A-3  Certificates  (the  "Group 3 Fully  Indexed
Interest Rate Spread") was approximately 1.913% per annum. However, there can be
no assurance  that such  positive  Group 3 Interest Rate Spread or Group 3 Fully
Indexed Interest Rate Spread will not decline to zero or become negative.  As of
the Cut-Off  Date,  the  difference  between the  Weighted  Average Net Mortgage
Interest Rate of (a) 100% of the Mortgage Loans in Mortgage Loan Group 4 and (b)
35% of the Mortgage  Loans in Mortgage Loan Group 2 (assuming  that the Weighted
Average Net Mortgage  Interest Rate of such portion of Group 2 Mortgage Loans is
equal to the Weighted Average Net Mortgage  Interest Rate of all of the Mortgage
Loans in Mortgage Loan Group 2), and the weighted average  Pass-Through Rates of
the Commercial Fixed Rate  Certificates  (such difference from time to time, the
"Group 4 Interest  Rate  Spread") was  approximately  0.923% per annum,  and the
difference  between (x) the weighted average of the Net Mortgage  Interest Rates
which would be  applicable on each Mortgage Loan in Mortgage Loan Group 4 and on
the portion of Mortgage  Loan Group 2 described in (b) above if each  adjustable
rate Group 2 and Group 4 Mortgage  Loan adjusted  immediately  to its Index plus
its  Margin,  subject  only to its  Maximum  Rate (as  defined  herein) or Floor
Interest Rate, and (y) the weighted average Pass-Through Rates of the Commercial
Fixed Rate  Certificates  (the "Group 4 Fully Indexed Interest Rate Spread") was
approximately  0.911% per annum.  However,  there can be no assurance  that such
positive  Group 4 Interest  Rate Spread or Group 4 Fully  Indexed  Interest Rate
Spread will not decline to zero or become negative.

    Interest due on the Mortgage  Loans at their  respective  Mortgage  Interest
Rates (net of applicable  servicing  fees) which is in excess of interest on the
Offered  Certificates at their respective  Pass-Through Rates will be applied to
principal on the Offered  Certificates as described  under "-- Allocation  Among
Classes"   herein,   generally   creating   overcollateralization.    Any   such
overcollateralization will reduce the likelihood of Basis Risk Shortfalls, since
interest  will then accrue on the  Mortgage  Loans on a higher  balance than the
aggregate  Certificate  Principal  Amount  on  which  interest  on  the  Offered
Certificates  accrues.  While the Group 2  Interest  Rate  Spread or the Group 4
Interest Rate Spread may decrease over time, and may in fact be negative, due to
disproportionate  prepayments  of Group 2 or Group 4 Mortgage  Loans with higher
fixed Net Mortgage  Interest Rates, any such reduction or negative spread may be
offset  by the  effects  of the  Group 1  Interest  Rate  Spread  or the Group 3
Interest Rate Spread and the effects of  overcollateralization.  Similarly, both
the Group 1  Interest  Rate  Spread  and the Group 3  Interest  Rate  Spread may
decrease over time, or may in fact be negative,  as a result of events described
above. Any such reduction or negative spread may be offset by the effects of the
Group 2 Interest Rate Spread or the Group 4 Interest Rate Spread and the effects
of overcollateralization.  Furthermore,  while overcollateralization is expected
to increase in the months  immediately  following the Cut-Off Date,  there is no
assurance that such overcollateralization will continue to grow, or that it will
not be reduced by credit  losses  after the Reserve Fund has been reduced to the
Liquidity Amount.

Determination of LIBOR

    On the second LIBOR Business Day preceding each Distribution Date (each such
date, a "LIBOR  Determination  Date"),  commencing in October 1994,  the Trustee
will  determine  the London  interbank  offered rate for one-month  U.S.  dollar
deposits  ("LIBOR") for the next Interest  Accrual  Period for the Floating Rate
Certificates  on the  basis of the  offered  rates of the  Reference  Banks  for
one-month U.S. dollar deposits,  as such rates appear on the Reuters Screen LIBO
Page, as of 11:00 a.m. (London time) on such LIBOR  Determination  Date.  "LIBOR
Business  Day"  means a day on  which  banks  are open for  dealing  in  foreign
currency  and exchange in London and New York City;  "Reuters  Screen LIBO Page"
means the display  designated as page "LIBO" on the Reuters  Monitor Money Rates
Service (or such other page as may replace the LIBO page on that service for the
purpose of  displaying  London  interbank  offered  rates of major  banks);  and
"Reference  Banks" means  leading banks  engaged in  transactions  in Eurodollar
deposits in the international  Eurocurrency market (i) with an established place
of  business  in London,  (ii) not  controlling,  under the  control of or under
common  control  with,  the RTC,  (iii) whose  quotations  appear on the Reuters
Screen LIBO Page on the LIBOR Determination Date in question and (iv) which have
been designated as such from time to time by the Trustee.  The initial Reference
Banks will be the Bank of Tokyo, Ltd.,  Barclays Bank PLC, National  Westminster
Bank,  PLC, and Bankers Trust  Company.  If any of the initial  Reference  Banks
should be removed from the Reuters  Screen LIBO Page or in any other way fail to
meet the  qualifications  of a Reference  Bank,  the  Trustee  will use its best
efforts to designate alternative Reference Banks.

    LIBOR for the first Interest  Accrual  Period will be 5.0625% per annum.  On
each LIBOR  Determination  Date,  LIBOR for the next Interest Accrual Period for
the Floating Rate Certificates will be established by the Trustee as follows:

        (a) If on any  LIBOR  Determination  Date  two or more  Reference  Banks
    provide such offered quotations,  LIBOR for the next Interest Accrual Period
    for  such  Certificates  shall  be  the  arithmetic  mean  of  such  offered
    quotations  (rounded  upwards if necessary to the nearest whole  multiple of
    1/16%).

        (b) If on any LIBOR  Determination  Date fewer than two Reference  Banks
    provide such offered quotations,  LIBOR for the next Interest Accrual Period
    for such Certificates  shall be the higher of (x) LIBOR as determined on the
    previous  LIBOR  Determination  Date and (y) the Reserve  Interest Rate. The
    "Reserve  Interest  Rate"  shall  be the  rate per  annum  that the  Trustee
    determines to be (i) the  arithmetic  mean (rounded  upwards if necessary to
    the nearest whole  multiple of 1/16%) of the one-month  U.S.  dollar lending
    rates  which  three  New York  City  banks  selected  by the  Trustee  after
    consultation with the Seller are quoting on the relevant LIBOR Determination
    Date  to the  principal  London  offices  of  leading  banks  in the  London
    interbank  market or, in the event that the  Trustee can  determine  no such
    arithmetic  mean,  (ii) the lowest  one-month U.S. dollar lending rate which
    the New York City banks so selected by the Trustee are quoting on such LIBOR
    Determination Date to leading European banks.

        (c) If on any LIBOR  Determination  Date the  Trustee  is  required  but
    unable to determine  LIBOR in the manner  provided in paragraphs (a) and (b)
    above,  LIBOR for the next  Interest  Accrual  Period for such  Certificates
    shall be LIBOR as determined on the previous LIBOR Determination Date or, in
    the case of the first LIBOR Determination Date, 5.0625%.

    The establishment of LIBOR on each LIBOR  Determination  Date by the Trustee
and the  Trustee's  calculation  of the  rates  of  interest  applicable  to the
Floating Rate Certificates for the related Interest Accrual Period shall (in the
absence of manifest error) be final and binding.  Each such rate of interest may
be obtained by telephoning the Trustee at (617) 985-5500.

  Distributions in Reduction of Certificate Principal Amount

    The  Available  Distribution  Amounts  for  any  Distribution  Date  will be
allocated among the Classes of the  Certificates,  resulting in distributions in
reduction  of  Certificate  Principal  Amount,  as  described  below  under  "--
Allocation Among Classes."

  Group Available Funds; Reserve Fund Draws

    The "Group Available Funds" for each Mortgage Loan Group with respect to any
Distribution Date will equal (a) the amount on deposit in the Collection Account
with respect to the Mortgage  Loans  included in such Mortgage Loan Group (other
than any  investment  income earned  thereon) as of the close of business on the
related  Determination  Date minus (b) the sum of (i) the  portion of the amount
described in clause (a) hereof that represents Monthly Payments received but due
during any  subsequent  Due Period (or, with respect to Simple  Interest  Loans,
that  represents  interest  accrued on the Scheduled  Principal  Balance thereof
after the Due Date in the related Due Period) and (ii) all other amounts related
to such  Mortgage  Loan Group (or, if not related to a particular  Mortgage Loan
Group,  as  allocated to such  Mortgage  Loan Group  pursuant to the  Agreement)
either not  required to be deposited  by the Master  Servicer in the  Collection
Account  or  permitted  or  required  to be  withdrawn  therefrom  by the Master
Servicer  pursuant to the Agreement  (including,  among other things,  servicing
fees,  reimbursements  for certain  expenses  of the Master  Servicer or Special
Servicer and reimbursements to the Reserve Fund of (x) advances of (i) principal
and interest with respect to delinquent  Monthly Payments as described under "--
Reserve  Fund -- Credit  Draws,"  and (ii)  amounts  required to satisfy or keep
current a lien not included in the Mortgage  Pool and senior to a Mortgage  Loan
secured by a junior lien (a "Senior Lien Advance") as described under "SERVICING
OF THE MORTGAGE LOANS -- Senior Lien Advances" and (y) collections on Discounted
Mortgage Loans after the Scheduled  Principal Balances thereof have been reduced
to zero), in each case allocable to the Mortgage Loans included in such Mortgage
Loan Group (or, as to amounts not allocable to particular  Mortgage Loans, a pro
rata portion thereof, based on the respective amount of payments on the Mortgage
Loans in any Mortgage Loan Group).

    To the extent that  Mortgage  Loan payments that would have been included in
the Optimal Available Funds for any Mortgage Loan Group on any Distribution Date
have not been  received by the close of  business  on the related  Determination
Date, the shortfall between such Optimal Available Funds and the Group Available
Funds will be covered, to the extent funds are sufficient therefor,  first, from
Amounts  Held for Future  Distribution  (limited,  in the case of Mortgage  Loan
Groups 1 and 2, to the Amounts Held for Future Distribution received on Eligible
Multifamily  Mortgage  Loans),  and second,  to the extent  that such  shortfall
exceeds any such Amounts Held for Future  Distribution,  from amounts drawn from
the  Reserve  Fund as more  fully  described  herein  under "--  Reserve  Fund."
Notwithstanding the foregoing, so long as any related Class A, Class B, Class C,
Class D or Class E Certificate  remains  outstanding,  no such draw (and no draw
from the Reserve  Fund to cover any portion of the Total Basis Risk  Amount,  to
the extent not currently  reimbursable  from Current Credit  Deposit  Amounts as
described  under "-- Regular  Interests")  will be made which  would  reduce the
balance of the Reserve  Fund below the  Liquidity  Amount,  except to the extent
required to make the minimum  distribution then required to be made on the Class
A Certificates equal, in each case, to the current and past due interest thereon
plus  distributions  of Optimal Mortgage Loan Principal then payable or past due
or, if and only if no Class A  Certificates  remain  outstanding,  to the extent
required to make the minimum  distribution then required to be made on the Class
B  Certificates,  equal  to the  current  and  past due  interest  thereon  plus
distributions of Optimal Mortgage Loan Principal then payable or past due or, if
and only if no Class A or Class B Certificates remain outstanding, to the extent
required to make the minimum  distribution then required to be made on the Class
C  Certificates,  equal  to the  current  and  past due  interest  thereon  plus
distributions of Optimal Mortgage Loan Principal then payable or past due or, if
and only if no Class A, Class B or Class C Certificates remain  outstanding,  to
the extent required to make the minimum distribution then required to be made on
the Class D  Certificates,  equal to the current and past due  interest  thereon
plus  distributions  of Optimal Mortgage Loan Principal then payable or past due
or, if and only if no Class A, Class B, Class C or Class D  Certificates  remain
outstanding,  to the  extent  required  to make the  minimum  distribution  then
required to be made on the Class E  Certificates,  equal to the current and past
due interest thereon plus  distributions of Optimal Mortgage Loan Principal then
payable or past due. See "-- Reserve  Fund" herein.  To the extent  Amounts Held
for  Future  Distribution  or  amounts  drawn  from  the  Reserve  Fund  are not
sufficient  to cover the full  shortfalls  for all Mortgage  Loan  Groups,  such
amounts will be allocated  pro rata among the four Mortgage Loan Groups based on
the respective shortfalls in each group, provided that the allocation of amounts
distributable  to  the  Class  A-1,  Class  A-2A,  Class  A-2B  and  Class  A-2C
Certificates  shall not exceed the  limitation set forth above or the limitation
described under "-- Reserve Fund -- Liquidity Amount."

Allocation Among Classes

    On  each  Distribution  Date,  the  Trustee  will  determine  the  Available
Distribution  Amount for each Mortgage  Loan Group.  To the extent the amount in
the  Reserve  Fund is less  than the  Liquidity  Amount as  described  under "--
Reserve Fund -- Liquidity  Amount,"  draws on the Reserve Fund (other than draws
that are  matched  by  deposits  therein of Current  Credit  Deposit  Amounts as
described under "-- Regular Interests")  included in the Available  Distribution
Amount will be limited. See "-- Reserve Fund" herein.

    Each of the Class A-1,  Class A-2A,  Class A-2B,  Class A-2C,  Class A-3 and
Class A-4 Certificates is entitled to distributions of principal,  to the extent
of funds  available  therefor,  in an  amount  equal to the  "Primary  Principal
Distribution  Amount" (as  described  below) for such Class,  plus certain other
amounts as described below.

    The Primary Principal  Distribution  Amount for each of the Class A-1, Class
A-2A, Class A-2B and Class A-2C Certificates is determined as follows:

        First,  the  lesser  of (a) the  Optimal  Mortgage  Loan  Principal  for
    Mortgage Loan Group 1 and (b) the aggregate  remaining  principal balance of
    the Class  A-1,  Class  A-2A,  Class A-2B and Class  A-2C  Certificates,  is
    allocated sequentially,  first to the Class A-1 Certificates,  second to the
    Class A-2A Certificates,  third to the Class A-2B Certificates and fourth to
    the Class  A-2C  Certificates,  in each  case up to an  amount  equal to the
    remaining Certificate Principal Amount thereof; and

        Second,  the  lesser of (a) the  Optimal  Mortgage  Loan  Principal  for
    Mortgage Loan Group 2 and (b) the aggregate  remaining  principal balance of
    the Class A-1,  Class A-2A,  Class A-2B and Class A-2C  Certificates  (after
    giving effect to any amounts  allocated  pursuant to clause First above), is
    allocated sequentially, first to the Class A-2A Certificates,  second to the
    Class A-2B Certificates,  third to the Class A-2C Certificates and fourth to
    the  Class  A-1  Certificates,  in each  case up to an  amount  equal to the
    remaining Certificate Principal Amount thereof.

    The  Primary  Principal  Distribution  Amount  for each of the Class A-3 and
Class A-4 Certificates is determined as follows:

        First,  the  lesser  of (a) the  Optimal  Mortgage  Loan  Principal  for
    Mortgage Loan Group 3 and (b) the aggregate  remaining  principal balance of
    the Class A-3 and Class A-4 Certificates,  is allocated sequentially,  first
    to the Class A-3 Certificates and second to the Class A-4  Certificates,  in
    each  case up to an  amount  equal to the  remaining  Certificate  Principal
    Amount thereof; and

        Second,  the  lesser of (a) the  Optimal  Mortgage  Loan  Principal  for
    Mortgage Loan Group 4 and (b) the aggregate  remaining  principal balance of
    the Class A-3 and Class A-4 Certificates (after giving effect to any amounts
    allocated pursuant to clause First above), is allocated sequentially,  first
    to the Class A-4 Certificates and second to the Class A-3  Certificates,  in
    each  case up to an  amount  equal to the  remaining  Certificate  Principal
    Amount thereof.

    On each  Distribution  Date,  the  aggregate of the  Available  Distribution
Amounts for Mortgage Loan Groups 3 and 4 (including  Group  Available  Funds for
each such Mortgage Loan Group and Amounts Held for Future  Distribution  (to the
extent  included  therein as  described  above) and draws on the Reserve Fund as
described under "-- Group Available  Funds;  Reserve Fund Draws" above allocated
to such  Mortgage Loan Groups) and any amounts from Mortgage Loan Groups 1 and 2
allocated as set forth below will be distributed in respect of each Class in the
amounts (to the extent sufficient  therefor),  and in the order of priority,  as
follows:

        First,  to the  Class  A-3 and  Class A-4  Certificates  in  respect  of
    interest, pro rata, in each case up to an amount equal to the Class Interest
    Distribution Amount of such Class;

        Second,  to the  Class  A-3 and Class A-4  Certificates  in  respect  of
    interest,  pro rata,  in each case up to an amount equal to the Class Unpaid
    Interest Shortfall of such Class;

        Third,  to the Class A-3 and Class A-4  Certificates in reduction of the
    Certificate  Principal Amounts thereof,  pro rata, in each case in an amount
    equal to the Primary Principal Distribution Amount of each such Class;

        Fourth,  to the Class A-3 and Class A-4 Certificates in reduction of the
    Certificate  Principal  Amounts  thereof,  pro rata, in an aggregate  amount
    equal to any amounts  previously  distributable  under the preceding  clause
    Third and not previously distributed thereunder or under this clause Fourth;

        Fifth,  so long as any  Class  A-3 and  Class  A-4  Certificates  remain
    outstanding,  to the Collateral  Agent for deposit into the Reserve Fund, up
    to the amount  necessary,  after  application  of funds  pursuant  to clause
    Eleventh  of the  priorities  for the  Available  Distribution  Amounts  for
    Mortgage  Loan Groups 1 and 2, for the balance of the Reserve  Fund to equal
    the Liquidity Amount;

        Sixth,  to the Class B  Certificates  in respect of  interest,  up to an
    amount equal to the Class Interest Distribution Amount thereof;

        Seventh,  to the Class B Certificates  in respect of interest,  up to an
    amount equal to the Class Unpaid Interest Shortfall of such Class;

        Eighth,  to the Class B  Certificates  in reduction  of the  Certificate
    Principal Amount thereof until the Certificate  Principal Amount thereof has
    been  reduced  to zero,  but only up to the  amount,  if any,  by which  the
    aggregate  Optimal  Mortgage  Loan  Principal  for all Mortgage  Loan Groups
    (including  Mortgage  Loan  Groups 1 and 2)  exceeds  the  aggregate  amount
    distributed  pursuant to the preceding  clauses Third and Fourth and clauses
    Third,  Fourth,  Seventh,  Eighth, Ninth and Tenth of the priorities for the
    Available Distribution Amounts for Mortgage Loan Groups 1 and 2;

        Ninth,  to the Class B  Certificates  in  reduction  of the  Certificate
    Principal Amount thereof until the Certificate  Principal Amount thereof has
    been reduced to zero, in an aggregate amount equal to the amount  previously
    distributable  under  clause  Eighth  above and not  previously  distributed
    thereunder or under this clause Ninth;

        Tenth, so long as any Class B Certificates  remain  outstanding,  to the
    Collateral  Agent  for  deposit  into the  Reserve  Fund,  up to the  amount
    necessary for the balance of the Reserve Fund to equal the Liquidity Amount;

        Eleventh,  to the Class C Certificates in respect of interest,  up to an
    amount equal to the Class Interest Distribution Amount thereof;

        Twelfth,  to the Class C Certificates  in respect of interest,  up to an
    amount equal to the Class Unpaid Interest Shortfall of such Class;

        Thirteenth,  to the Class C Certificates in reduction of the Certificate
    Principal Amount thereof until the Certificate  Principal Amount thereof has
    been  reduced  to zero,  but only up to the  amount,  if any,  by which  the
    aggregate  Optimal  Mortgage  Loan  Principal  for all Mortgage  Loan Groups
    (including  Mortgage  Loan  Groups 1 and 2)  exceeds  the  aggregate  amount
    distributed  pursuant to the preceding  clauses  Third,  Fourth,  Eighth and
    Ninth and clauses Third,  Fourth,  Seventh,  Eighth,  Ninth and Tenth of the
    priorities for the Available Distribution Amounts for Mortgage Loan Groups 1
    and 2;

        Fourteenth,  to the Class C Certificates in reduction of the Certificate
    Principal Amount thereof until the Certificate  Principal Amount thereof has
    been reduced to zero, in an aggregate amount equal to the amount  previously
    distributable  under clause Thirteenth above and not previously  distributed
    thereunder or under this clause Fourteenth;

        Fifteenth,  so long as any Class C Certificates remain  outstanding,  to
    the  Collateral  Agent for deposit into the Reserve  Fund,  up to the amount
    necessary for the balance of the Reserve Fund to equal the Liquidity Amount;

        Sixteenth,  to the Class D Certificates in respect of interest, up to an
    amount equal to the Class Interest Distribution Amount thereof;

        Seventeenth,  to the Class D Certificates in respect of interest,  up to
    an amount equal to the Class Unpaid Interest Shortfall of such Class;

        Eighteenth,  to the Class D Certificates in reduction of the Certificate
    Principal Amount thereof until the Certificate  Principal Amount thereof has
    been  reduced  to zero,  but only up to the  amount,  if any,  by which  the
    aggregate  Optimal  Mortgage  Loan  Principal  for all Mortgage  Loan Groups
    (including  Mortgage  Loan  Groups 1 and 2)  exceeds  the  aggregate  amount
    distributed pursuant to the preceding clauses Third, Fourth,  Eighth, Ninth,
    Thirteenth and Fourteenth and clauses Third, Fourth, Seventh,  Eighth, Ninth
    and Tenth of the  priorities  for the  Available  Distribution  Amounts  for
    Mortgage Loan Groups 1 and 2;

        Nineteenth,  to the Class D Certificates in reduction of the Certificate
    Principal Amount thereof until the Certificate  Principal Amount thereof has
    been reduced to zero, in an aggregate amount equal to the amount  previously
    distributable  under clause Eighteenth above and not previously  distributed
    thereunder or under this clause Nineteenth;

        Twentieth,  so long as any Class D Certificates remain  outstanding,  to
    the  Collateral  Agent for deposit into the Reserve  Fund,  up to the amount
    necessary for the balance of the Reserve Fund to equal the Liquidity Amount;

        Twenty-first,  to the Class E Certificates in respect of interest, up to
    an amount equal to the Class Interest Distribution Amount thereof;

        Twenty-second, to the Class E Certificates in respect of interest, up to
    an amount equal to the Class Unpaid Interest Shortfall of such Class;

        Twenty-third,   to  the  Class  E  Certificates   in  reduction  of  the
    Certificate  Principal Amount thereof until the Certificate Principal Amount
    thereof  has been  reduced to zero,  but only up to the  amount,  if any, by
    which the aggregate  Optimal  Mortgage Loan  Principal for all Mortgage Loan
    Groups (including Mortgage Loan Groups 1 and 2) exceeds the aggregate amount
    distributed pursuant to the preceding clauses Third, Fourth,  Eighth, Ninth,
    Thirteenth, Fourteenth, Eighteenth and Nineteenth and clauses Third, Fourth,
    Seventh,  Eighth,  Ninth  and  Tenth  of the  priorities  for the  Available
    Distribution Amounts for Mortgage Loan Groups 1 and 2;

        Twenty-fourth,   to  the  Class  E  Certificates  in  reduction  of  the
    Certificate  Principal Amount thereof until the Certificate Principal Amount
    thereof has been reduced to zero, in an aggregate amount equal to the amount
    previously  distributable under clause Twenty-third above and not previously
    distributed thereunder or under this clause Twenty-fourth;

        Twenty-fifth, so long as any Class E Certificates remain outstanding, to
    the  Collateral  Agent for deposit into the Reserve  Fund,  up to the amount
    necessary for the balance of the Reserve Fund to equal the Liquidity Amount;

        Twenty-sixth,  to the Class F Certificates in respect of interest, up to
    an amount equal to the Class Interest Distribution Amount thereof;

        Twenty-seventh,  to the Class F Certificates in respect of interest,  up
    to an amount equal to the Class Unpaid Interest Shortfall of such Class;

        Twenty-eighth,   to  the  Class  F  Certificates  in  reduction  of  the
    Certificate  Principal Amount thereof until the Certificate Principal Amount
    thereof  has been  reduced to zero,  but only up to the  amount,  if any, by
    which the aggregate  Optimal  Mortgage Loan  Principal for all Mortgage Loan
    Groups (including Mortgage Loan Groups 1 and 2) exceeds the aggregate amount
    distributed pursuant to the preceding clauses Third, Fourth,  Eighth, Ninth,
    Thirteenth,   Fourteenth,    Eighteenth,   Nineteenth,    Twenty-third   and
    Twenty-fourth and clauses Third, Fourth, Seventh, Eighth, Ninth and Tenth of
    the  priorities  for the  Available  Distribution  Amounts for Mortgage Loan
    Groups 1 and 2;

        Twenty-ninth,   to  the  Class  F  Certificates   in  reduction  of  the
    Certificate  Principal Amount thereof until the Certificate Principal Amount
    thereof has been reduced to zero, in an aggregate amount equal to the amount
    previously distributable under clause Twenty-eighth above and not previously
    distributed thereunder or under this clause Twenty-ninth;

        Thirtieth, to the Collateral Agent for deposit into the Reserve Fund, up
    to the amount  equal to the lesser of (a) any  unreimbursed  Credit  Reserve
    Fund Draw Amounts and (b) all previous  Basis Risk Reserve Fund Draw Amounts
    less  amounts  previously  deposited  in the Reserve  Fund  pursuant to this
    clause Thirtieth;

        Thirty-first,  any remaining amounts to the Offered  Certificates (other
    than the Class A-1, Class A-2A,  Class A-2B and Class A-2C  Certificates) in
    reduction of the Certificate Principal Amounts thereof, applied concurrently
    to the Class D, Class E and Class F  Certificates,  in the ratio of 20 to 50
    to 30,  provided  that after the  Certificate  Principal  Amount of any such
    Class has been reduced to zero, the ratio otherwise payable thereto shall be
    applied  sequentially  to the Class C,  Class D,  Class E, Class F, Class B,
    Class A-4 and Class A-3 Certificates,  in that order, in each case until the
    Certificate Principal Amount thereof has been reduced to zero; and

        Thirty-second, any remaining amounts to the Class R Certificates.

    On each  Distribution  Date,  the  aggregate of the  Available  Distribution
Amounts for Mortgage Loan Groups 1 and 2 (including  Group  Available  Funds for
each such Mortgage Loan Group and Amounts Held for Future  Distribution  (to the
extent  included  therein as  described  above) and draws on the Reserve Fund as
described under "-- Group Available  Funds;  Reserve Fund Draws" above allocated
to such Mortgage Loan Group will be  distributed in respect of each Class in the
amounts (to the extent sufficient  therefor),  and in the order of priority,  as
follows:

        First,  to the  Class  A-1,  Class  A-2A,  Class  A-2B  and  Class  A-2C
    Certificates in respect of interest,  pro rata, in each case up to an amount
    equal to the Class Interest Distribution Amount of such Class;

        Second,  to the  Class  A-1,  Class  A-2A,  Class  A-2B and  Class  A-2C
    Certificates in respect of interest,  pro rata, in each case up to an amount
    equal to the Class Unpaid Interest Shortfall of such Class;

        Third,  to the  Class  A-1,  Class  A-2A,  Class  A-2B  and  Class  A-2C
    Certificates in reduction of the Certificate  Principal Amounts thereof, pro
    rata, in each case in an amount equal to the Primary Principal  Distribution
    Amount of each such Class;

        Fourth,  to the  Class  A-1,  Class  A-2A,  Class  A-2B and  Class  A-2C
    Certificates in reduction of the Certificate  Principal Amounts thereof, pro
    rata, in an aggregate  amount equal to the amount  previously  distributable
    under clause Third above and not previously  distributed thereunder or under
    this clause Fourth;

        Fifth,  to the Class A-3 and Class A-4  Certificates,  for  distribution
    pursuant to clauses First and Second of the priorities for  distribution  of
    the  Available  Distribution  Amounts for Mortgage  Loan Groups 3 and 4, but
    only to the extent that the Available Distribution Amounts for Mortgage Loan
    Groups 3 and 4 were not sufficient therefor;

        Sixth, to the Class A-3 and Class A-4  Certificates,  pro rata, based on
    the shortfall, if any, for distribution pursuant to clauses Third and Fourth
    of the priorities for distribution of the Available Distribution Amounts for
    Mortgage Loan Groups 3 and 4;

        Seventh,  sequentially to the Class A-3 and Class A-4  Certificates,  in
    that order,  in each case in reduction of the Certificate  Principal  Amount
    thereof until the Certificate  Principal  Amount thereof has been reduced to
    zero,  but only up to the  remainder,  if any, of the Optimal  Mortgage Loan
    Principal for Mortgage Loan Group 1 after giving effect to the distributions
    pursuant to the preceding clauses Third and Fourth;

        Eighth,  sequentially  to the Class A-3 and Class A-4  Certificates,  in
    that order,  in each case in reduction of the Certificate  Principal  Amount
    thereof until the Certificate  Principal  Amount thereof has been reduced to
    zero, in an aggregate  amount equal to the amount  previously  distributable
    under clause  Seventh  above and not  previously  distributed  thereunder or
    under this clause Eighth;

        Ninth, sequentially to the Class A-4 and Class A-3 Certificates, in that
    order, in each case in reduction of the Certificate Principal Amount thereof
    until the Certificate Principal Amount thereof has been reduced to zero, but
    only up to the remainder, if any, of the Optimal Mortgage Loan Principal for
    Mortgage Loan Group 2 after giving effect to the  distributions  pursuant to
    the preceding clauses Third and Fourth;

        Tenth, sequentially to the Class A-4 and Class A-3 Certificates, in that
    order, in each case in reduction of the Certificate Principal Amount thereof
    until the Certificate  Principal Amount thereof has been reduced to zero, in
    an  aggregate  amount  equal to the amount  previously  distributable  under
    clause Ninth above and not previously  distributed  thereunder or under this
    clause Tenth;

        Eleventh, so long as any Class A Certificates remain outstanding, to the
    Collateral  Agent  for  deposit  into the  Reserve  Fund,  up to the  amount
    necessary for the balance of the Reserve Fund to equal the Liquidity Amount;

        Twelfth,  to the  Class  B,  Class  C,  Class  D,  Class  E and  Class F
    Certificates  and the Reserve  Fund,  for  distribution  pursuant to clauses
    Sixth through  Thirtieth of the priorities for distribution of the Available
    Distribution  Amounts  for  Mortgage  Loan  Groups  3 and 4, but only to the
    extent that the  Available  Distribution  Amounts for Mortgage Loan Groups 3
    and 4 were not sufficient therefor;

        Thirteenth, any remaining amounts to the Offered Certificates (including
    the Class  A-1,  Class  A-2A,  Class A-2B and Class  A-2C  Certificates)  in
    reduction of the  Certificate  Principal  Amounts thereof (after taking into
    account distributions  pursuant to clause Thirty-first of the priorities for
    distribution of the Available  Distribution Amounts for Mortgage Loan Groups
    3 and  4),  applied  concurrently  to the  Class  D,  Class  E and  Class  F
    Certificates,  in the  ratio  of 20 to 50 to 30,  provided  that  after  the
    Certificate Principal Amount of any such Class has been reduced to zero, the
    ratio otherwise  payable thereto shall be applied  sequentially to the Class
    C, Class D, Class E, Class F,  Class B, Class A-4,  Class A-3,  Class  A-2C,
    Class A-2B,  Class A-2A and Class A-1  Certificates,  in that order, in each
    case until the  Certificate  Principal  Amount  thereof has been  reduced to
    zero; and

        Fourteenth, any remaining amounts to the Class R Certificates.

    All of the  foregoing  determinations  will be  made  after  increasing  the
Certificate  Principal  Amounts  of the  Offered  Certificates  as a  result  of
allocations of Deferred Interest on such Distribution Date.

    Notwithstanding  the foregoing,  on and after any Distribution Date on which
the  aggregate  Available  Distribution  Amount for Mortgage Loan Groups 3 and 4
(plus amounts  distributed in reduction of principal  pursuant to the priorities
for distribution of the Available  Distribution Amounts for Mortgage Loan Groups
1 and 2) is not sufficient to reduce the aggregate  Certificate Principal Amount
of the Class A-3 and Class A-4  Certificates  to an amount less than or equal to
the  aggregate  Scheduled  Principal  Balance of the  Mortgage  Loans  (less the
aggregate of the  Certificate  Principal  Amounts of the Class A-1,  Class A-2A,
Class  A-2B and Class A-2C  Certificates),  then the  portion of such  aggregate
Available  Distribution  Amount  allocable  to  the  Class  A-3  and  Class  A-4
Certificates  in the foregoing  priorities  will be distributed pro rata between
the Class A-3 and Class A-4 Certificates based on their outstanding  Certificate
Principal  Amounts  rather than in  accordance  with the  priorities  that would
otherwise apply.

    Notwithstanding  the foregoing,  on and after any Distribution Date on which
the aggregate Available  Distribution Amount for Mortgage Loan Groups 1 and 2 is
not sufficient to reduce the aggregate Certificate Principal Amount of the Class
A-1, Class A-2A,  Class A-2B and Class A-2C  Certificates to an amount less than
or equal to the aggregate  Scheduled  Principal Balance of the Mortgage Loans in
Mortgage  Loan  Groups 1 and 2, then the  portion  of such  aggregate  Available
Distribution Amount allocable to the Class A-1, Class A-2A, Class A-2B and Class
A-2C Certificates in the foregoing priorities will be distributed pro rata among
the Class A-1, Class A-2A, Class A-2B and Class A-2C Certificates based on their
outstanding  Certificate  Principal  Amounts rather than in accordance  with the
priorities that would otherwise apply.

    As referred to herein, the "Class Unpaid Interest Shortfall" with respect to
any Class is the  aggregate  amount of interest that was  distributable  to such
Class on all  preceding  Distribution  Dates less the aggregate  amount  thereof
actually distributed to such Class on all prior Distribution Dates plus interest
accrued thereon at the applicable  Pass-Through  Rate,  compounded monthly as of
the end of each  Interest  Accrual  Period,  to the end of the Interest  Accrual
Period preceding the Distribution Date when paid,  including any Uncovered Basis
Risk  Shortfall for such Class.  All  references in the preceding  clauses to an
allocation  on a pro  rata  basis  will,  unless  otherwise  specified,  mean an
allocation pro rata on the basis of the maximum amount to which each Class would
be  entitled   under  the  applicable   clause,   assuming  that  the  Available
Distribution Amounts were sufficient therefor.

Class R Certificates

    The Class R Certificates are the residual interest in the REMIC. The Class R
Certificates will not have a Certificate Principal Amount or a Pass-Through Rate
assigned  thereto and will not be entitled  to  distributions  of interest or in
reduction of Certificate  Principal  Amount.  However,  the Class R Certificates
will be entitled to receive any Available  Distribution  Amount remaining on any
Distribution Date after the Certificate  Principal Amounts of all of the Offered
Certificates  have been reduced to zero and also will be entitled to receive the
proceeds  of  the  remaining  assets  of the  Trust  Fund,  if  any,  after  the
Certificate  Principal  Amounts  of all of the  Offered  Certificates  have been
reduced to zero.

Regular Interests

    With respect to each  distribution of principal (or addition to principal as
a result of Deferred  Interest) on any Class of Offered  Certificates  described
above on any  Distribution  Date,  there will be a matching  distribution  of or
addition to principal  on the  underlying  Regular  Interest.  Distributions  of
principal  on the  Regular  Interests  will be the  sole  element  of  principal
distributed on the corresponding  Classes of Offered  Certificates.  If no Basis
Risk  Shortfall  exists,  distributions  of  interest  on any  Class of  Offered
Certificates   will   similarly   mirror   distributions   of  interest  on  the
corresponding  Regular Interest.  However,  to the extent a Basis Risk Shortfall
exists,  each distribution of interest on the Offered  Certificates will consist
of (i)  interest at the REMIC  Pass-Through  Rate on the  corresponding  Regular
Interest (plus any past-due  interest,  together with interest thereon) and (ii)
in the case of the Class A-1 or Class A-3 Certificates,  Basis Risk Reserve Fund
Draw  Amounts  allocated to either such Class in an amount not to exceed the sum
of the REMIC Rate Shortfall and the Uncovered Basis Risk Shortfall,  if any, for
such Class.  Furthermore,  the Basis Risk Reserve Fund Draw Amount for the Class
A-1 or Class A-3  Certificates  may come from up to two sources,  namely (x) the
amount (the "Primary  Basis Risk Amount")  available from amounts in the Reserve
Fund without regard to  reimbursements  to the Reserve Fund on such Distribution
Date as described  below under "-- Reserve Fund" and (y) an amount (the "Current
Credit  Deposit  Amount") for such Class  representing  a deposit to the Reserve
Fund from the REMIC as a reimbursement of unreimbursed  Credit Reserve Fund Draw
Amounts.

    For purposes of  determining  distributions  on the Regular  Interests,  the
Trustee will first calculate any REMIC Rate Shortfall for each Class of Floating
Rate  Certificates  as  described  above under "-- Basis Risk." The Trustee will
then  determine  the Credit  Reserve Fund Draw Amount and the Primary Basis Risk
Amount,  if any, as described  under "-- Reserve Fund" below.  In the event that
the resulting  Primary Basis Risk Amount is insufficient to cover all REMIC Rate
Shortfalls   and  Uncovered   Basis  Risk   Shortfalls  for  the  Floating  Rate
Certificates,  it will be allocated  first to the REMIC Rate  Shortfalls for the
Floating  Rate  Certificates,  pro rata,  and then to the  Uncovered  Basis Risk
Shortfalls for the Floating Rate  Certificates,  pro rata, and in each case will
be added to the Available  Distribution Amounts of the Mortgage Loan Groups from
which such amounts are payable as described under "-- Allocation  Among Classes"
above.  Any  Primary  Basis Risk  Amount  will be payable on the  Floating  Rate
Certificates  directly from the Reserve  Fund,  and will not be deposited in, or
paid from,  the REMIC.  The remainder of the Available  Distribution  Amount for
each Mortgage Loan Group  (consisting  of payments on the Mortgage Loans in such
Mortgage  Loan Group then  available  for  distribution,  plus  Amounts Held for
Future  Distribution  (limited,  in the case of Mortgage Loan Groups 1 and 2, to
the  Amounts  Held for Future  Distribution  received  on  Eligible  Multifamily
Mortgage Loans) and Credit Reserve Fund Draw Amounts allocated  thereto) will be
assets of the REMIC currently available for distribution, and will be applied in
accordance  with the priorities  described  under "-- Allocation  Among Classes"
above (in each case  substituting the  corresponding  Regular  Interests for the
identified Classes of Offered  Certificates,  where applicable),  subject to the
following exceptions and clarifications:

        (i)  Any  amount  identified  as  a  distribution  of a  Class  Interest
    Distribution  Amount  for a Class  of  Floating  Rate  Certificates  will be
    reduced by the amount of any Primary  Basis Risk Amount  allocable  thereto,
    since any Primary Basis Risk Amount  allocated  thereto will be paid to such
    Class  directly  from the Reserve  Fund and not from funds  payable from the
    REMIC. Any remaining portion of such Class Interest Distribution Amount (the
    "Net Class Interest  Distribution Amount") will be paid on the Floating Rate
    Certificates  from funds in the REMIC,  but will be broken into two separate
    REMIC distributions:  (a) first, a distribution on the corresponding Regular
    Interest of interest at the related REMIC Pass-Through Rate; and (b) second,
    the remainder,  if any, equal to any portion of the REMIC Rate Shortfall for
    such Class of Floating Rate  Certificates  not covered by application of the
    Primary  Basis  Risk  Amount  (because  insufficient  funds  were  available
    therefor in the Reserve  Fund),  which  remainder  will be  deposited in the
    Reserve  Fund  as a  Current  Credit  Deposit  Amount  in  reimbursement  of
    previously  unreimbursed  Credit  Reserve Fund Draw Amounts and will equal a
    corresponding  draw from the Reserve Fund for  distribution to such Class of
    Floating  Rate  Certificates  (with the effect that, to the extent funds are
    sufficient therefor,  the Class Interest Distribution Amount will be paid in
    full from (x)  interest  on the Regular  Interest at the REMIC  Pass-Through
    Rate  plus (y) a draw on the  Reserve  Fund in the full  amount of the REMIC
    Rate  Shortfall for such Class,  consisting of the Primary Basis Risk Amount
    allocated to such Class Interest  Distribution  Amount plus the Reserve Fund
    draw  corresponding  to the Current Credit  Deposit Amount  described in (b)
    above);

        (ii) Any amount  identified as a distribution of a Class Unpaid Interest
    Shortfall for a Class of Floating Rate  Certificates  will be reduced by the
    amount of any Primary Basis Risk Amount allocable thereto, since any Primary
    Basis Risk Amount allocated thereto will be paid to such Class directly from
    the Reserve Fund and not from funds  payable from the REMIC.  Any  remaining
    portion of such Class Unpaid Interest Shortfall will be paid on the Floating
    Rate  Certificates  from  funds in the  REMIC,  but will be broken  into two
    separate REMIC distributions: (a) first, a distribution on the corresponding
    Regular  Interest of the  portion of such Class  Unpaid  Interest  Shortfall
    representing prior credit shortfalls plus interest thereon at the applicable
    REMIC Pass-Through Rate, and (b) second, the remainder, if any, equal to any
    portion of the  Uncovered  Basis Risk  Shortfall  for such Class of Floating
    Rate  Certificates  not covered by  application  of the  Primary  Basis Risk
    Amount (because  insufficient  funds were available  therefor in the Reserve
    Fund),  which  remainder  will be deposited in the Reserve Fund as a Current
    Credit Deposit Amount in  reimbursement  of previously  unreimbursed  Credit
    Reserve  Fund Draw  Amounts  and will  equal a  corresponding  draw from the
    Reserve Fund for  distribution  to such Class of Floating Rate  Certificates
    (with the effect that,  to the extent  funds are  sufficient  therefor,  the
    Class Unpaid Interest Shortfall will be paid in full from (x) the payment on
    the Regular  Interest under (a) above plus (y) a draw on the Reserve Fund in
    the full  amount of the  Uncovered  Basis  Risk  Shortfall  for such  Class,
    consisting  of the Primary  Basis Risk  Amount  allocated  thereto  plus the
    Reserve  Fund  draw  corresponding  to the  Current  Credit  Deposit  Amount
    described in (b) above); and

        (iii) Any  reimbursement  to the  Reserve  Fund  required to restore the
    balance of the Reserve Fund to the Liquidity  Amount,  and any reimbursement
    to the Reserve  Fund  pursuant to clause  Thirtieth  of the  priorities  for
    distribution of the Available Distribution Amount for Mortgage Loan Groups 1
    and  2  under  "--  Allocation  Among  Classes"  above,  will  be  deemed  a
    reimbursement of unreimbursed Credit Reserve Fund Draw Amounts.

    In the remote  circumstance  that the balance in the  Reserve  Fund has been
reduced to or below the  Liquidity  Amount  solely as a result of Basis Risk and
without regard to credit losses,  amounts  designated above as reimbursements of
unreimbursed  Credit  Reserve Fund Draw  Amounts  will not be made,  and amounts
distributable  as  described  above under "--  Allocation  Among  Classes"  will
correspondingly be affected.

Example of Distributions

    The following  chart sets forth an example of  distributions  (assuming that
the last  Servicing  Transfer  Date will have occurred in October 1994 (which is
not expected to be the case)) on the Offered  Certificates  for the Distribution
Date occurring in November 1994:

October 2-November 1..... (A) The  Due  Period  with  respect to the November 25
                              Distribution Date.    Monthly Payments (other than
                              the   principal   component   thereof  for  Simple
                              Interest  Loans) due during the Due Period and any
                              Assumed Scheduled Payments deemed to be due during
                              the Due Period will be available for  distribution
                              of principal and interest to Certificateholders on
                              the  November 25  Distribution  Date to the extent
                              the Available  Distribution Amounts are sufficient
                              therefor.

October 12-November 15..  (B) The  Prepayment  Period  with  respect  to the
                              November 25 Distribution  Date.  Balloon Payments,
                              Principal  Prepayments and the principal component
                              of Monthly  Payments on Simple Interest Loans made
                              during the Prepayment Period will be available for
                              distribution   of   principal   and   interest  to
                              Certificateholders on the November 25 Distribution
                              Date. 
October 31.............  (C)  Record  Date for the Fixed Rate  Certificates.
                              
November 15..........    (C)  (D)  Determination   Date;  Record  Date  for  the
                         Floating Rate Certificates.

November  25............  (E) Distribution Date.

- ----------

(A)  Monthly  Payments (other than principal  payments on Simple Interest Loans)
     due during the Due Period and any Assumed  Scheduled  Payments deemed to be
     due during the Due  Period  will be  deposited  in the  Collection  Account
     following   receipt   by  the   Master   Servicer   for   distribution   to
     Certificateholders on November 25, 1994.

(B)  Balloon  Payments,  Principal  Prepayments  and the  principal  portion  of
     payments made on Simple  Interest Loans made during the  Prepayment  Period
     will be deposited in the Collection Account following receipt by the Master
     Servicer for distribution to Certificateholders on November 25, 1994.

(C)  Distributions  on  the  Fixed  Rate   Certificates  will  be  made  on  the
     Distribution Date to  Certificateholders of record at the close of business
     on the last  Business  Day of the  month  prior to the  month in which  the
     Distribution   Date  occurs,   and   distributions  on  the  Floating  Rate
     Certificates will be made on the Distribution Date to Certificateholders of
     record at the close of  business  on the 15th day of the month in which the
     Distribution  Date  occurs  or,  if such  day is not a  Business  Day,  the
     preceding Business Day.

(D)  As of the close of business on November  15, the amounts of  principal  and
     interest to be passed  through to  Certificateholders  will be  determined.
     Holders of Offered Certificates  generally will be entitled,  to the extent
     of  available  funds,  to one  month of  interest  as  described  under "--
     Distributions  --  Interest"  and  to  principal  as  described  under  "--
     Distributions -- Allocation Among Classes." Monthly Payments due during the
     Due Period,  any Assumed Scheduled Payments deemed to be due during the Due
     Period  and  Balloon  Payments,  Principal  Prepayments  and the  principal
     portion of payments on Simple Interest Loans received during the Prepayment
     Period will be deposited in the Distribution Account on the Master Servicer
     Remittance  Date (to the extent funds  available  for  withdrawal  from the
     Collection  Account  and/or the Reserve Fund are  sufficient  therefor) for
     distribution to Certificateholders.

(E)  The Trustee will make distributions to  Certificateholders  on the 25th day
     of each month or, if such day is not a Business Day, on the next succeeding
     Business Day.

Accounts

    The  Trustee  will  establish  and  maintain an account  (the  "Distribution
Account")  into which the Master  Servicer  will  deposit an amount equal to all
amounts held in the  Collection  Account (as defined below) that are part of the
Available Distribution Amount of each Mortgage Loan Group and from which account
distributions  will be made with respect to a given  Distribution  Date. On each
Distribution Date, the Trustee will apply amounts on deposit in the Distribution
Account  generally  to make  distributions  of interest and  principal  from the
Available  Distribution  Amounts  for  all  the  Mortgage  Loan  Groups  to  the
Certificateholders  in the manner and subject to the priorities  described above
under "--  Distributions."  Funds will be  withdrawn  from the Reserve  Fund and
deposited  in the  Distribution  Account to be applied  to  payments  due on the
Offered  Certificates  as described in "-- Reserve Fund" below. If the amount on
deposit in the Reserve Fund exceeds the Liquidity  Amount,  funds in the Reserve
Fund will be  available  to ensure  that  payments  due on the Class B, Class C,
Class D and Class E Certificates  will be made as described in "-- Reserve Fund"
below.

    The Master Servicer will establish and maintain a special trust account (the
"Collection   Account")   in  the  name  of  the  Trustee  for  the  benefit  of
Certificateholders.  Pursuant to the Agreement, the Master Servicer will deposit
into the Collection Account: (1) all payments on account of principal, including
Principal  Prepayments,  on the Mortgage  Loans;  (2) all payments on account of
interest on the Mortgage Loans and all Prepayment  Premiums (as defined  below);
(3)  all  proceeds  from  any  insurance  policy  relating  to a  Mortgage  Loan
("Insurance  Proceeds")  other than (i) proceeds  applied to  restoration of the
related  Mortgaged  Property,  (ii) proceeds from the  liquidation of a Mortgage
Loan  ("Liquidation  Proceeds"),  including  the sale of any  related  Mortgaged
Property  acquired on behalf of the Trust Fund  through  foreclosure  or deed in
lieu of foreclosure  ("REO Property") and (iii) proceeds  received in connection
with the taking of a Mortgaged  Property by eminent domain or condemnation;  (4)
any amounts  required to be deposited by the Master Servicer to cover net losses
on Permitted  Investments  (as defined  under "-- Reserve Fund" below) made with
funds held in the Collection  Account;  (5) any amounts required to be deposited
in connection with the application of co-insurance clauses,  flood damage to REO
Properties  and  blanket  policy  deductibles;  (6) any  amounts  required to be
deposited from income with respect to any REO Property; (7) any amounts received
from Borrowers which represent  recoveries of Property  Protection  Expenses (as
defined below); and (8) any late payment charges,  assumption fees, modification
fees and other similar fees received  from  Borrowers  with respect to Specially
Serviced Mortgage Loans.  "Prepayment Premium" means any premium paid or payable
by the related  Borrower in  connection  with any  Principal  Prepayment  on any
Mortgage  Loan.  "Property  Protection  Expenses"  comprise  certain  costs  and
expenses incurred in connection with defaulted  Mortgage Loans,  acquiring title
or  management  of REO Property or the sale of defaulted  Mortgage  Loans or REO
Properties,  as more  fully  described  in the  Agreement.  As set  forth in the
Agreement, the Master Servicer will be entitled to make certain withdrawals from
the Collection  Account to, among other things:  (i) remit the required  amounts
for the related Distribution Date into the Distribution  Account; (ii) reimburse
Property Protection  Expenses and pay taxes,  assessments and insurance premiums
and certain third party  expenses in accordance  with the  Agreement;  (iii) pay
accrued  and  unpaid  servicing  fees to the  Master  Servicer  and the  Special
Servicer out of all Mortgage  Loan  collections;  and (iv)  reimburse the Master
Servicer,  the Special Servicer, the Trustee and the Seller for certain expenses
and provide  indemnification  to the Seller, the Master Servicer and the Special
Servicer as described in the Agreement.

    The amount at any time credited to the Collection Account may be invested in
Permitted  Investments  that are  payable on demand or in general  mature or are
subject to  withdrawal or redemption on or before the Business Day preceding the
next succeeding Master Servicer  Remittance Date (as defined below).  The Master
Servicer  will be  required  to  remit  amounts  required  for  distribution  to
Certificateholders to the Distribution Account on the Business Day preceding the
related  Distribution Date (the "Master Servicer  Remittance  Date"). The income
from Permitted  Investments of funds in the Collection  Account will  constitute
additional servicing  compensation for the Master Servicer, and the risk of loss
of funds in the Collection Account resulting from such investments will be borne
by the  Master  Servicer.  The amount of each such loss will be  required  to be
deposited  by the Master  Servicer  in the  Collection  Account  immediately  as
realized.

    The Special  Servicer  will  establish  and maintain a special trust account
(the "REO  Account") to be used in connection  with REO  Properties  and certain
other Mortgaged  Properties  related to Specially  Serviced Mortgage Loans which
are being  operated  by the  Special  Servicer,  directly  or through  others as
permitted  by the  Agreement,  on  behalf  of the Trust  Fund.  Pursuant  to the
Agreement,  the Special  Servicer  will  deposit into the REO Account on a daily
basis all  revenues  received by it with respect to any REO Property or any such
Mortgaged Property. As set forth in the Agreement,  the Special Servicer will be
entitled  to make  certain  withdrawals  from the REO  Account  to,  among other
things,  (i) make  remittances  to the  Collection  Account as  required  by the
Agreement, as described under "SERVICING OF THE MORTGAGE LOANS -- Collection and
Other Servicing  Procedures," (ii) pay taxes,  assessments,  insurance premiums,
other amounts necessary for the proper operation,  management and maintenance of
the REO  Properties  and  such  Mortgaged  Properties  and  certain  third-party
expenses  in  accordance  with the  Agreement  and (iii)  reimburse  the Special
Servicer for certain expenses.

    The amount at any time  credited to the REO Account will be fully insured to
the maximum coverage possible or will be invested in Permitted  Investments that
mature,  or are subject to withdrawal or  redemption,  on or before the Business
Day on which such amounts are required to be remitted to the Master Servicer for
deposit in the  Collection  Account.  The income from  Permitted  Investments of
funds in the REO Account shall be deposited in the REO Account for remittance to
the  Collection  Account,  and the  risk of loss  of  funds  in the REO  Account
resulting from such investments will be borne by the Trust Fund.

Reserve Fund

General

    To increase the likelihood of full  distributions  to Holders of the Offered
Certificates, the Seller will pledge to the Collateral Agent a reserve fund (the
"Reserve Fund") to cover,  among other things,  (i) shortfalls in collections on
the Mortgage Loans due to losses and  delinquencies,  (ii) Basis Risk Shortfalls
and (iii)  certain  servicing  fees and other  expenses of the Trust  Fund.  The
Reserve  Fund will not be a part of the Trust  Fund or the REMIC  Pool,  but the
right of the Trustee to make draws on the  Reserve  Fund will be an asset of the
Trust Fund. The Reserve Fund will consist of an initial deposit by the Seller of
securities, cash or other property (the "Initial Deposit") in an amount equal to
approximately 26% of the aggregate  Scheduled  Principal Balance of the Mortgage
Loans as of the  Cut-Off  Date.  The  pledge  of the  Reserve  Fund will be made
pursuant  to the terms of the  Collateral  Security  Agreement.  The  Collateral
Security Agreement will provide that the Initial Deposit (unless permitted to be
distributed to the Seller as described below) may be invested,  at the direction
of the  Seller,  in  Permitted  Investments.  Investments  made with  amounts on
deposit  in  the  Reserve  Fund  must  mature  in  accordance  with  a  schedule
established by the Rating Agencies. Such schedule is expected to provide that no
such investment may mature later than the sixth  Distribution Date following the
date such  investment is made.  Any earnings  resulting  from the  investment of
amounts held in the Reserve Fund will be remitted to the Seller.

    "Permitted Investments" will consist of one or more of the following:

        (i)  direct  obligations  of,  or  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 of America;

        (ii)  direct  obligations  of, or  guaranteed  as to timely  payment  of
    principal  and  interest  by, the  Federal  Home Loan  Mortgage  Corporation
    ("FHLMC"), the Federal National Mortgage Association ("FNMA") or the Federal
    Farm  Credit  System,  provided  that  any such  obligation,  at the time of
    purchase of such  obligation  or  contractual  commitment  providing for the
    purchase  thereof,  is  qualified  by each Rating  Agency (as defined  under
    "CERTIFICATE  RATINGS" herein) as an investment of funds backing  securities
    having ratings  equivalent to each Rating Agency's highest initial rating of
    the Certificates;

        (iii)  demand and time  deposits  in or  certificates  of deposit of, or
    bankers' acceptances issued by, any bank or trust company,  savings and loan
    association or savings bank,  provided that, in the case of obligations that
    are not fully FDIC-insured  deposits,  the commercial paper and/or long-term
    unsecured debt  obligations of such depository  institution or trust company
    (or in the case of the principal depository institution in a holding company
    system, the commercial paper or long-term unsecured debt obligations of such
    holding  company) have the highest rating  available for such  securities by
    each Rating Agency, or such lower rating as will not result in the downgrade
    or withdrawal of the rating or ratings then assigned to the  Certificates by
    any Rating Agency;

        (iv) general  obligations of or  obligations  guaranteed by any state of
    the  United  States  or the  District  of  Columbia  receiving  the  highest
    long-term debt rating  available for such  securities by each Rating Agency,
    or such lower rating as will not result in the  downgrading or withdrawal of
    the rating or ratings then assigned to the  Certificates  by any such Rating
    Agency;

        (v)   commercial   or   finance    company   paper    (including    both
    non-interest-bearing  discount obligations and interest-bearing  obligations
    payable  on demand or on a  specified  date not more than one year after the
    date of issuance thereof) that is rated by each Rating Agency in its highest
    short-term  unsecured  rating  category  at the time of such  investment  or
    contractual  commitment  providing for such  investment,  and is issued by a
    corporation the outstanding  senior  long-term debt obligations of which are
    then rated by each Rating Agency in its highest  long-term  unsecured rating
    category,  or such  lower  rating as will not result in the  downgrading  or
    withdrawal of the rating or ratings then assigned to the Certificates by any
    Rating Agency;

        (vi) guaranteed  reinvestment  agreements issued by any bank,  insurance
    company or other  corporation rated in the highest rating level available to
    such issuers by each Rating Agency at the time of such  investment  provided
    that any such  agreement  must by its terms provide that it is terminable by
    the  purchaser  without  penalty in the event any such rating is at any time
    lower than such level;

        (vii) repurchase  obligations with respect to any security  described in
    clause (i) or (ii) above entered into with a depository institution or trust
    company  (acting as  principal)  meeting the ratings  standard  described in
    (iii) above;

        (viii)  securities  bearing interest or sold at a discount issued by any
    corporation  incorporated  under the laws of the United  States or any state
    thereof and rated by each Rating Agency in its highest  long-term  unsecured
    rating  category at the time of such  investment or  contractual  commitment
    providing therefor;  provided,  however,  that securities issued by any such
    corporation will not be Permitted  Investments to the extent that investment
    therein  would cause the then  outstanding  principal  amount of  securities
    issued by such corporation and held as part of the Collection Account or the
    Distribution  Account to exceed 20% of the aggregate principal amount of all
    Permitted  Investments  held in the Collection  Account and the Distribution
    Account;

        (ix) units of taxable  money  market  funds  which  funds are  regulated
    investment companies,  seek to maintain a constant net asset value per share
    and invest solely in obligations  backed by the full faith and credit of the
    United States,  and have been designated in writing by each Rating Agency as
    Permitted Investments with respect to this definition;

        (x) if previously confirmed in writing to the Trustee, any other demand,
    money  market  or  time  deposit,  or  any  other  obligation,  security  or
    investment,  as may be  acceptable  to each  Rating  Agency  as a  permitted
    investment of funds backing  securities  having  ratings  equivalent to such
    Rating Agency's highest initial rating of the Certificates; and

     (xi) such other  obligations as are acceptable as Permitted  Investments to
each Rating Agency;

provided, however, that (a) such instrument or security shall qualify as a "cash
flow investment" pursuant to the Code and (b) no instrument or security shall be
a Permitted  Investment if (i) such instrument or security  evidences a right to
receive  only  interest  payments  or  (ii)  the  stated  interest  rate on such
investment  is in excess of 120% of the yield to maturity  produced by the price
at which such  investment  was purchased and (c) if such  instrument or security
is,  at the time of such  investment,  not  rated  by D&P,  such  instrument  or
security need only be rated by S&P.

Credit Draws

    Except to the extent  described  below under "--  Liquidity  Amount," in the
event of  shortfalls  in  collections  on the  Mortgage  Loans due to losses and
delinquencies  thereon,  the Agreement requires the Trustee to effect a transfer
from the Reserve  Fund,  to the extent  necessary to ensure  payments due on the
related  Distribution  Date to Holders  of the  Offered  Certificates  up to the
amount available therein, generally in an amount equal to the excess, if any, of
aggregate  Optimal  Available Funds over the aggregate Group Available Funds and
related  Amounts  Held for  Future  Distribution,  provided  that the  amount of
Reserve Fund draws (net of reimbursed  draws) allocable on any date to the Class
A-1,  Class  A-2A,  Class A-2B and Class  A-2C  Certificates  cannot  exceed the
portion of the Reserve Fund (the  "Eligible  Multifamily  Reserve Fund  Amount")
equal,  for such date, to (i) the sum of the Initial  Deposit and the cumulative
amount of Reserve Fund deposits  (other than  reimbursements  of advances)  from
cash flows on Eligible Multifamily Mortgage Loans less (ii) draws on the Reserve
Fund (net of  reimbursed  draws)  other than draws of deposits  attributable  to
non-Eligible  Multifamily  Mortgage  Loans.  For  purposes  of  calculating  the
Eligible  Multifamily Reserve Fund Amount, draws on the Reserve Fund paid to the
Commercial  Fixed  Rate and  Class A-3  Certificates  will be deemed to be drawn
first from  Reserve  Fund  deposits  attributable  to Mortgage  Loans other than
Eligible  Multifamily  Mortgage  Loans.  On  each  Determination  Date,  amounts
previously  withdrawn  from the Reserve Fund with respect to delinquent  Monthly
Payments and Assumed  Scheduled  Payments and not previously  reimbursed will be
subject to  withdrawal  from the  Collection  Account and  reimbursement  to the
Reserve Fund before  calculation  on such  Determination  Date of the  Available
Distribution  Amount for the related  Mortgage Loan Group. As a result,  amounts
withdrawn  from the Reserve  Fund with  respect to such  Distribution  Date will
generally  include not only delinquent  Monthly  Payments due in the related Due
Period, but also delinquent Monthly Payments due in prior Due Periods.

    In the event of (i) any  modification,  waiver or  amendment to the terms of
any Mortgage Loan which  results in the present  value of the remaining  Assumed
Monthly  Payments (as defined  below) due thereon,  net of applicable  servicing
fees of the Master  Servicer  and the Special  Servicer  (including  the Workout
Fee),  discounted on a monthly basis at a rate equal to the  applicable  Assumed
Net Mortgage  Interest Rate, being less than the Scheduled  Principal Balance of
such Mortgage Loan,  (ii) any Debt Service  Reduction with respect to a Mortgage
Loan as  described  under  "CERTAIN  LEGAL  ASPECTS  OF THE  MORTGAGE  LOANS  --
Bankruptcy"  or (iii) a  determination  at the time of foreclosure of a Mortgage
Loan that the appraised value of the related Mortgaged Property is less than the
unpaid  principal  balance of the Mortgage Loan plus accrued but unpaid interest
thereon, such Mortgage Loan shall be treated as a "Discounted Mortgage Loan" for
purposes of the Agreement.

    Pursuant to the Agreement,  the Scheduled  Principal Balance of any Mortgage
Loan that becomes a Discounted  Mortgage  Loan will be adjusted.  The  Scheduled
Principal Balance of a Mortgage Loan that becomes a Discounted  Mortgage Loan of
the type referred to in clauses (i) and (ii) of the preceding  paragraph will be
adjusted to equal the present value of the remaining  Assumed  Monthly  Payments
due thereon,  net of applicable  servicing  fees of the Master  Servicer and the
Special Servicer (including the Workout Fee), discounted on a monthly basis at a
rate equal to the  applicable  Assumed Net Mortgage  Interest Rate. The "Assumed
Monthly  Payments"  with respect to any Mortgage  Loan are the Monthly  Payments
payable pursuant to the terms of the related Note as reduced by any related Debt
Service Reduction,  modification,  waiver or amendment,  assuming, however, that
(i) each such  Monthly  Payment is equal to the  initial  Monthly  Payment as so
reduced,  (ii) such Monthly  Payments  remain in effect until the earlier of the
date such  Mortgage  Loan would be fully  amortized on the basis of the Mortgage
Interest  Rate for such  Mortgage Loan (after giving effect to such Debt Service
Reduction,  modification,  waiver or amendment) and such Monthly Payments or the
Optimal  Wind-Down  Date and (iii) no effect is given to any Balloon  Payment in
respect of such Mortgage Loan  (including any balloon payment that may be due as
a result of clause (ii) above).

    The "Assumed Net Mortgage  Interest  Rate" with respect to any Mortgage Loan
in Mortgage  Loan Group 1 that  becomes a Discounted  Mortgage  Loan will be the
maximum rate on the Class A-1  Certificates.  The "Assumed Net Mortgage Interest
Rate" with respect to any Mortgage  Loan in Mortgage Loan Group 2 that becomes a
Discounted  Mortgage  Loan  will be equal  to the  greater  of the Net  Mortgage
Interest Rate with respect to such  Mortgage  Loan and the highest  Pass-Through
Rate on any Class of  Multifamily  Fixed Rate  Certificates.  The  "Assumed  Net
Mortgage Interest Rate" with respect to any Mortgage Loan in Mortgage Loan Group
3 that becomes a Discounted  Mortgage Loan will be the maximum rate on the Class
A-3  Certificates.  The "Assumed Net Mortgage Interest Rate" with respect to any
Mortgage Loan in Mortgage  Loan Group 4 that becomes a Discounted  Mortgage Loan
will be equal to the greater of the Net Mortgage  Interest  Rate with respect to
such Mortgage Loan and the highest  Pass-Through Rate on any Class of Commercial
Fixed Rate Certificates.

    The  Scheduled  Principal  Balance of an REO  Mortgage  Loan that  becomes a
Discounted  Mortgage  Loan of the type  referred to in clause (iii) of the third
preceding  paragraph will be adjusted downward to equal the value of the related
REO Property,  as determined by an appraisal obtained by the Special Servicer at
the time of foreclosure, if such appraised value is less than the then Scheduled
Principal Balance of such Mortgage Loan.

    A  distribution  in reduction  of the  Certificate  Principal  Amount of the
applicable  Class or  Classes  of  Offered  Certificates  will  result  from any
downward  adjustment in the Scheduled  Principal Balance of a Mortgage Loan that
becomes a Discounted Mortgage Loan if the related Available Distribution Amounts
are sufficient  therefor.  In the event of any further  modification,  waiver or
amendment with respect to a Mortgage Loan that is already a Discounted  Mortgage
Loan, the same steps will be taken. Notwithstanding the foregoing, the Scheduled
Principal  Balance  of a  Discounted  Mortgage  Loan will  always be  reduced if
necessary so that it never exceeds the actual principal balance of such Mortgage
Loan.

    Payments due on any Discounted  Mortgage  Loan, net of applicable  servicing
fees payable to the Master  Servicer and the Special  Servicer,  will be applied
for purposes of  calculating  the Scheduled  Principal  Balance  thereof and the
Optimal Mortgage Loan Interest in respect thereof,  first, to accrued and unpaid
interest at the applicable  Assumed Net Mortgage  Interest Rate on the Scheduled
Principal Balance thereof and, second,  in reduction of the Scheduled  Principal
Balance thereof.  Any payments received in respect of a Discounted Mortgage Loan
in excess of the Monthly  Payments  thereon  will be treated as  prepayments  of
principal until the Scheduled Principal Balance of such Discounted Mortgage Loan
has been reduced to zero, and thereafter any remaining  payments thereon will be
deposited into the Reserve Fund as reimbursement  for the draw made therefrom in
connection with the adjustment of the Scheduled Principal Balance thereof at the
time such Mortgage Loan became a Discounted Mortgage Loan.

    The Agreement provides the Special Servicer with considerable flexibility to
modify the payment terms of Mortgage Loans that are in material default or as to
which a payment default is reasonably foreseeable or has occurred.  However, the
Special  Servicer  will  use its  best  efforts  to  modify a Group 1 or Group 3
Mortgage Loan to provide for calculation of interest at an adjustable rate based
on LIBOR  and to  modify  a Group 2 or  Group 4  Mortgage  Loan to  provide  for
calculation of interest at a fixed rate. See "SERVICING OF THE MORTGAGE LOANS --
Modifications, Waivers and Amendments" herein.

Basis Risk Reserve Fund Draws

    Except to the extent described below under "-- Liquidity  Amount," if on any
Distribution  Date the  interest  accrued on the Offered  Certificates  at their
respective  Pass-Through  Rates  during the  related  Interest  Accrual  Periods
exceeds the interest accrued at the Net Mortgage  Interest Rates on the Mortgage
Loans, then the REMIC Pass-Through Rates on the Regular Interests  corresponding
to the Floating Rate  Certificates will be adjusted as described above under "--
Distributions  -- Basis  Risk," and the Trustee will draw on the Reserve Fund in
an amount  equal to the REMIC Rate  Shortfall  for each Class of  Floating  Rate
Certificates,  provided that the amount of Reserve Fund draws (net of reimbursed
draws) to be allocated to the Class A-1 Certificates  cannot exceed the Eligible
Multifamily  Reserve Fund Amount for such  Distribution  Date. In addition,  the
Trustee will draw on the Reserve Fund for distribution to  Certificateholders of
any Uncovered Basis Risk  Shortfalls from prior periods,  together with interest
thereon at the applicable Pass-Through Rate compounded monthly.

Liquidity Amount

    Notwithstanding the foregoing, if the amount on deposit in the Reserve Fund,
after  giving  effect to transfers  into the Reserve Fund on such date,  is less
than 2% of the aggregate Scheduled Principal Balance of the Mortgage Loans as of
the Cut-Off Date (the  "Liquidity  Amount"),  such amount will be available,  so
long as any Class A Certificates are outstanding, only to ensure (i) payments of
interest due on the Class A  Certificates  pursuant to clauses  First and Second
under the priorities for distribution of the Available  Distribution Amounts for
all the  Mortgage  Loan  Groups (see "--  Allocation  Among  Classes")  and (ii)
distributions of Optimal Mortgage Loan Principal then payable or past due on the
Class A  Certificates,  and any amounts  otherwise  payable  with respect to the
Class B, Class C, Class D, Class E, Class F or Class R Certificates will be used
to the extent  necessary to restore the amount on deposit in the Reserve Fund to
the Liquidity Amount. On any Distribution Date on which the amount on deposit in
the  Reserve  Fund is  restored  to exceed the  Liquidity  Amount,  funds in the
Reserve Fund on such  Distribution Date will be available to resume payments due
on the Class B, Class C, Class D, Class E, Class F and Class R  Certificates  in
the  priorities  set forth  above to the extent  such funds are in excess of the
Liquidity  Amount.  With  respect to each of the  remaining  Classes,  after the
Certificate  Principal  Amounts of the Class A Certificates have been reduced to
zero, and so long as the Class B  Certificates  are  outstanding,  the Liquidity
Amount will be  available  only to ensure (i)  payments  of interest  due on the
Class B Certificates  pursuant to clauses Sixth and Seventh under the priorities
for distribution of the Available Distribution Amount for Mortgage Loan Groups 3
and 4 (see "--  Allocation  Among  Classes") and (ii)  distributions  of Optimal
Mortgage Loan  Principal  then payable or past due on the Class B  Certificates,
and any amounts otherwise payable with respect to the Class C, Class D, Class E,
Class F or Class R Certificates  will be used to the extent necessary to restore
the amount on deposit in the Reserve Fund to the Liquidity Amount.  With respect
to each of the remaining Classes, after the Certificate Principal Amounts of the
Class A and Class B  Certificates  have been reduced to zero, and so long as the
Class C Certificates  are  outstanding,  the Liquidity  Amount will be available
only to ensure (i) payments of interest due on the Class C Certificates pursuant
to clauses  Eleventh and Twelfth under the  priorities for  distribution  of the
Available  Distribution  Amount  for  Mortgage  Loan  Groups  3 and 4  (see  "--
Allocation  Among  Classes")  and (ii)  distributions  of Optimal  Mortgage Loan
Principal then payable or past due on the Class C Certificates,  and any amounts
otherwise  payable  with  respect  to the Class D,  Class E,  Class F or Class R
Certificates  will be used to the  extent  necessary  to  restore  the amount on
deposit in the Reserve Fund to the Liquidity Amount. With respect to each of the
remaining Classes, after the Certificate Principal Amounts of the Class A, Class
B and Class C Certificates have been reduced to zero, and so long as the Class D
Certificates  are  outstanding,  the Liquidity  Amount will be available only to
ensure (i)  payments of  interest  due on the Class D  Certificates  pursuant to
clauses  Sixteenth and  Seventeenth  under  priorities for  distribution  of the
Available  Distribution  Amount  for  Mortgage  Loan  Groups  3 and 4  (see  "--
Allocation  Among  Classes")  and (ii)  distributions  of Optimal  Mortgage Loan
Principal then payable or past due on the Class D Certificates,  and any amounts
otherwise  payable with respect to the Class E, Class F or Class R  Certificates
will be used to the extent  necessary  to  restore  the amount on deposit in the
Reserve Fund to the  Liquidity  Amount.  With  respect to each of the  remaining
Classes,  after the Certificate Principal Amounts of the Class A, Class B, Class
C and Class D Certificates have been reduced to zero, and so long as the Class E
Certificates  are  outstanding,  the Liquidity  Amount will be available only to
ensure (i)  payments of  interest  due on the Class E  Certificates  pursuant to
clauses  Twenty-first and Twenty-second under priorities for distribution of the
Available  Distribution  Amount  for  Mortgage  Loan  Groups  3 and 4  (see  "--
Allocation  Among  Classes")  and (ii)  distributions  of Optimal  Mortgage Loan
Principal then payable or past due on the Class E Certificates,  and any amounts
otherwise  payable with respect to the Class F and Class R Certificates  will be
used to the extent  necessary  to restore  the amount on deposit in the  Reserve
Fund to the  Liquidity  Amount.  In no instance  will the amount of Reserve Fund
draws (net of reimbursed  draws)  allocable to the Class A-1, Class A-2A,  Class
A-2B and Class A-2C  Certificates on any  Distribution  Date exceed the Eligible
Multifamily Reserve Fund Amount for such Distribution Date.

    To the extent that the Trustee  determines  on any  Distribution  Date that,
after giving  effect to any advances of taxes,  insurance,  Property  Protection
Expenses or Senior Lien Advances,  there are  insufficient  funds then available
for withdrawal  from the Reserve Fund to cover all  delinquencies  and losses on
the Mortgage  Loans and all desired  Primary Basis Risk Amounts,  the funds that
are available  from the Reserve Fund will be allocated  between  Credit  Reserve
Fund Draw Amounts and Primary Basis Risk Amounts by:

        (i) determining the REMIC Rate Shortfall for each Class of Floating Rate
    Certificates;

        (ii) applying the Group Available Funds for each Mortgage Loan Group and
    the Amount Held for Future Distribution  allocated thereto to the applicable
    priorities set forth under "--  Distributions  -- Allocation  Among Classes"
    (but  reducing  the  applicable  Pass-Through  Rates for the  Floating  Rate
    Certificates  to the related REMIC  Pass-Through  Rates,  the amount of such
    reduction for each Class being the REMIC Rate  Shortfall for such Class) and
    determining any remaining shortfalls in required distributions to each Class
    of Offered  Certificates  (any such shortfall being the credit shortfall for
    each such Class); and

        (iii)  determining  the amounts that may be  withdrawn  from the Reserve
    Fund for each  Class in  accordance  with the  first  paragraph  under  this
    subheading  applying such amounts to such REMIC Rate  Shortfalls  and credit
    shortfalls in the same sequence as they arise under the priorities set forth
    under  "--  Distributions  --  Allocation  Among  Classes"  (in the  case of
    Floating Rate Certificates, allocating such amount for each Class first to a
    draw for Basis Risk (in the amount up to any REMIC Rate  Shortfall  for such
    Class),  as a Primary Basis Risk Amount,  and thereafter to a Credit Reserve
    Fund Draw Amount with respect to such Class).

    The resulting  Primary Basis Risk Amount,  together with the Current  Credit
Deposit  Amount,  will  constitute the Basis Risk Reserve Fund Draw Amount.  The
Basis Risk Reserve Fund Draw Amount and Credit  Reserve Fund Draw Amount will be
the total draw on the Reserve Fund for such  Distribution Date (other than draws
for  servicing  advances,  reimbursement  of expenses,  Senior Lien Advances and
similar  matters).   The  excess,  if  any,  for  any  Class  of  Floating  Rate
Certificates  of (i) the REMIC Rate Shortfall for such Class over (ii) the Basis
Risk  Reserve Fund Draw Amount  allocated  thereto is the  Uncovered  Basis Risk
Shortfall for such Class, and will reduce the Class Interest Distribution Amount
thereof as described under "-- Distributions -- Basis Risk."

    The Reserve Fund will be restored  from Current  Credit  Deposit  Amounts to
cover Basis Risk Reserve  Fund Draw  Amounts for any related  Class as described
under "--  Distributions -- Regular  Interests" prior to making any distribution
to any Class which is subordinate  to such Class.  Therefore,  no  distributions
will be made with  respect  to the Class B, Class C, Class D, Class E or Class F
Certificates  so long as the  Class  A-1 or  Class  A-3  Certificates  have  any
Uncovered Basis Risk Shortfall (except, as to the Class A-1 Certificates,  under
the remote  circumstances  that the Reserve Fund,  after deposit of such Current
Credit Deposit Amounts, has insufficient funds from the Initial Deposit and from
deposit  of  payments  on  Eligible  Multifamily  Mortgage  Loans to cover  such
Uncovered Basis Risk Shortfall).

Collateral Security Agreement

    The Initial  Deposit will be held in the Reserve Fund in accordance with the
terms of the Collateral Security  Agreement.  The Seller will have no obligation
to deposit in the Reserve  Fund any amounts in respect of any  distributions  it
may have  received  or to make any  other  deposits  subsequent  to the  Initial
Deposit,  regardless  of whether  amounts in the Reserve Fund are  sufficient to
ensure payment of principal and interest on the Classes of Offered Certificates.
The conditions for the release of amounts in the Reserve Fund to the Seller will
be set forth in the  Collateral  Security  Agreement  and shall be in accordance
with the requirements  established by the Rating Agencies for the maintenance of
the initial ratings of the Offered Certificates.

    The Collateral  Security Agreement will require that the Seller grant to the
Collateral Agent a security  interest in the Reserve Fund. The RTC has adopted a
resolution  to the  effect  that  it will  take no  action  in its  capacity  as
conservator  or  receiver  of  each  of  the  Depository  Institutions  (or  any
successors  thereto)  that would  repudiate or impair the creation of a security
interest in any property of the Seller,  including the Reserve Fund,  granted in
connection with the offer and sale of the Offered Certificates.

    The Collateral  Security  Agreement will provide that,  with the approval of
the  Rating  Agencies,  at the option of the  Seller,  the  Reserve  Fund can be
replaced,  in whole or in part, with a form of credit enhancement that is, or is
invested in,  securities or  obligations  which are backed by the full faith and
credit of the United States of America,  provided that such replacement does not
result in the  withdrawal or downgrade of the then current  rating or ratings of
the Offered Certificates by the Rating Agencies.

    The Collateral  Security  Agreement will provide that the assets held in the
Reserve Fund can be sold by the Seller to third parties,  subject to the lien in
favor of the Collateral  Agent,  on the condition that such transfer be approved
by the Rating Agencies consistent with the maintenance of the initial ratings on
the Offered Certificates.

    The institution serving as Trustee will also serve as Collateral Agent under
the Collateral Security Agreement.

Subordination of the Class B, Class C, Class D, Class E and Class F Certificates

    Distributions  of interest and principal  with respect to the Class B, Class
C,  Class  D,  Class  E  and  Class  F  Certificates   will  be  subordinate  to
distributions  of interest and principal with respect to the Class A-3 and Class
A-4 Certificates to the extent that (i) no distribution of interest or principal
is  permitted  to be made with respect to the Class B, Class C, Class D, Class E
and Class F Certificates on any  Distribution  Date until interest and principal
then payable to the Class A-3 and Class A-4 Certificates have been paid and (ii)
so long as any Class A  Certificates  remain  outstanding,  no  distribution  of
interest or principal is permitted to be made with respect to the Class B, Class
C, Class D, Class E or Class F Certificates on any Distribution Date for so long
as the  amount on  deposit  in the  Reserve  Fund  (after  giving  effect to any
withdrawal  therefrom  on such  Distribution  Date) is equal to or less than the
Liquidity  Amount,  to the effect that any funds then  available  in the Reserve
Fund are  preserved  for the Holders of the Class A  Certificates  or  servicing
advances, and any amounts otherwise available for distribution to the Holders of
the Class B,  Class C, Class D, Class E or Class F  Certificates  are  deposited
into the  Reserve  Fund to the  extent  needed to  restore  it to the  Liquidity
Amount.

    Distributions  of interest and principal  with respect to the Class C, Class
D, Class E and Class F  Certificates  will be subordinate  to  distributions  of
interest and principal  with respect to the Class B  Certificates  to the extent
that (i) no  distribution  of interest or principal is permitted to be made with
respect  to the  Class  C,  Class D,  Class E and  Class F  Certificates  on any
Distribution  Date until  interest  and  principal  then  payable to the Class B
Certificates  have  been  paid  and  (ii)  so long  as any  Class  A or  Class B
Certificates  remain  outstanding,  no  distribution of interest or principal is
permitted  to be made with  respect  to the Class C, Class D, Class E or Class F
Certificates  on any  Distribution  Date until the amount in the Reserve Fund is
restored to at least the Liquidity Amount.

    Distributions of interest and principal with respect to the Class D, Class E
and Class F Certificates  will be subordinate to  distributions  of interest and
principal  with  respect to the Class C  Certificates  to the extent that (i) no
distribution  of interest or  principal  is permitted to be made with respect to
the Class D, Class E and Class F  Certificates  on any  Distribution  Date until
interest and principal then payable to the Class C  Certificates  have been paid
and  (ii)  so long as any  Class  A,  Class  B or  Class C  Certificates  remain
outstanding,  no  distribution  of interest or principal is permitted to be made
with  respect  to  the  Class  D,  Class  E and  Class  F  Certificates  on  any
Distribution  Date until the amount in the Reserve  Fund is restored to at least
the Liquidity Amount.

    Distributions  of interest  and  principal  with  respect to the Class E and
Class F  Certificates  will be  subordinate  to  distributions  of interest  and
principal  with  respect to the Class D  Certificates  to the extent that (i) no
distribution  of interest or  principal  is permitted to be made with respect to
the Class E and Class F Certificates on any Distribution Date until interest and
principal  then payable to the Class D  Certificates  have been paid and (ii) so
long  as  any  Class  A,  Class  B,  Class  C or  Class  D  Certificates  remain
outstanding,  no  distribution  of interest or principal is permitted to be made
with respect to the Class E and Class F Certificates  on any  Distribution  Date
until the  amount in the  Reserve  Fund is  restored  to at least the  Liquidity
Amount.

    Finally, distributions of interest and principal with respect to the Class F
Certificates will be subordinate to distributions of interest and principal with
respect to the Class E Certificates  to the extent that (i) no  distribution  of
interest  or  principal  is  permitted  to be made with  respect  to the Class F
Certificate on any  Distribution  Date until interest and principal then payable
to the  Class E  Certificates  have  been  paid and (ii) so long as any Class A,
Class  B,  Class C,  Class D or  Class E  Certificates  remain  outstanding,  no
distribution  of interest or  principal  is permitted to be made with respect to
the Class F  Certificates  on any  Distribution  Date  until  the  amount in the
Reserve Fund is restored to at least the Liquidity Amount.

    The allocation of funds  otherwise  payable to subordinate  Classes so as to
restore  the amount on  deposit in the  Reserve  Fund to the  Liquidity  Amount,
described  in each of the five  preceding  paragraphs,  will be  limited  to the
extent that, if the Class A-1, Class A-2A, Class A-2B or Class A-2C Certificates
are the only Class A Certificates then  outstanding,  any deposit to the Reserve
Fund may be made only with funds from Eligible Multifamily Mortgage Loans.

    All amounts with respect to the Group 1 and Group 2 Mortgage Loans which are
available  for  distribution  will be allocated  first to interest and principal
then  distributable  with respect to the Class A-1,  Class A-2A,  Class A-2B and
Class A-2C Certificates and only thereafter will be available for application to
amounts  then  distributable  with  respect  to the  other  Classes  of  Offered
Certificates.  Principal  distributable on the Class A-1, Class A-2A, Class A-2B
and Class A-2C Certificates  generally will include all principal received,  due
(other than  Balloon  Payments)  but not  received,  or deemed to be due, on the
Group 1 and Group 2 Mortgage  Loans.  No amounts with respect to the Group 3 and
Group 4 Mortgage Loans will be available to make distributions on the Class A-1,
Class A-2A, Class A-2B and Class A-2C  Certificates.  As a result,  the Class B,
Class  C,  Class  D,  Class E or  Class F  Certificates  could  be  entitled  to
distributions  from  payments  received  with  respect  to  Group 3 and  Group 4
Mortgage  Loans at times when payments on the Group 1 and Group 2 Mortgage Loans
are  insufficient  to pay in full  amounts  currently  payable on the Class A-1,
Class  A-2A,  Class A-2B and Class A-2C  Certificates.  This  result  could only
occur, however,  where on any Distribution Date the cumulative amount of Reserve
Fund draws (net of reimbursed  advances)  exceeds the sum of the Initial Deposit
and the cumulative amount of Reserve Fund deposits (other than reimbursements of
advances) from cash flows on Eligible  Multifamily  Mortgage Loans.  Even in the
absence of shortfalls in payments on the Group 1 and Group 2 Mortgage  Loans, if
the rate of  principal  payments  on the Group 3 and Group 4  Mortgage  Loans is
sufficiently faster than the rate of principal payments on the Group 1 and Group
2 Mortgage Loans, the Class B, Class C, Class D, Class E or Class F Certificates
could be  entitled to  distributions  of Optimal  Mortgage  Loan  Principal  for
Mortgage Loan Groups 3 and 4 at times when the Class A-1, Class A-2A, Class A-2B
and Class A-2C Certificates are still outstanding.

Amendment

    The Agreement will provide that it may be amended by the Seller,  the Master
Servicer, the Special Servicer and the Trustee without the consent of any of the
Certificateholders to cure any ambiguity, to correct or supplement any provision
therein that may be inconsistent with any other provision  therein,  to maintain
the rating or ratings assigned to the Offered Certificates by a Rating Agency or
to make other provisions with respect to matters or questions  arising under the
Agreement  which are not  inconsistent  with the  provisions  of the  Agreement;
provided  that such  action  will not,  as  evidenced  by an  opinion of counsel
acceptable  to the  Seller and the  Trustee,  adversely  affect in any  material
respect the interests of any Certificateholder.  The Agreement will also provide
that it may be amended by the Seller, the Master Servicer,  the Special Servicer
and the Trustee with the consent of the Holders of Certificates  representing an
aggregate outstanding principal amount of not less than 66 2/3% of each Class of
Offered  Certificates  affected  by the  proposed  amendment  for the purpose of
adding any  provisions  to or changing in any manner or  eliminating  any of the
provisions   of  the  Agreement  or  modifying  in  any  manner  the  rights  of
Certificateholders;  provided, however, that no such amendment may (i) reduce in
any manner the amount of, or delay the timing of, payments  received on Mortgage
Loans  which are  required  to be  distributed  on any  Certificate  without the
consent of each affected Certificateholder, (ii) reduce the aforesaid percentage
of  Certificates  the  Holders  of which are  required  to  consent  to any such
amendment,  without  the  consent  of  the  Holders  of  all  Certificates  then
outstanding,  or (iii) alter the servicing  standard set forth in the Agreement.
Further,  the Agreement will provide that the Seller,  the Master Servicer,  the
Special Servicer and the Trustee, at any time and from time to time, without the
consent of the Certificateholders,  may amend the Agreement to modify, eliminate
or add to any of its provisions to such extent as shall be necessary to maintain
the  qualification  of the REMIC  Pool as a REMIC at all  times  that any of the
Certificates are outstanding;  provided, however, that such action, as evidenced
by an opinion of counsel  acceptable to the Trustee,  is necessary or helpful to
maintain  such  qualification,  and would not  adversely  affect in any material
respect the interest of any Certificateholder.

    No amendment may be made to the Agreement  unless the Master  Servicer,  the
Special  Servicer  or the  Trustee  will have  received  an  opinion  of counsel
acceptable  to them to the effect that such  amendment  will not cause the REMIC
Pool to fail to qualify as a REMIC at any time that any of the  Certificates are
outstanding.

Termination; Repurchase of Mortgage Loans

    The obligations of the parties to the Agreement will terminate upon: (i) the
purchase of all of the assets of the Trust Fund,  as described  herein under "--
Optional   Termination;"   (ii)   the   later   of  (a)  the   distribution   to
Certificateholders  of  final  payment  with  respect  to the  last  outstanding
Mortgage Loan or (b) the disposition of all property  acquired upon  foreclosure
or deed in lieu of  foreclosure  with respect to the last  outstanding  Mortgage
Loan and the  remittance  to the  Certificateholders  of all funds due under the
Agreement;  (iii) the sale of the assets of the Trust  Fund after the  principal
amounts of all Certificates  have been reduced to zero under  circumstances  set
forth  in the  Agreement;  or  (iv)  mutual  consent  of  the  parties  and  all
Certificateholders. The Trustee will give or cause to be given written notice of
termination  of  the  Agreement  to  each   Certificateholder,   and  the  final
distribution   under  the  Agreement  will  be  made  only  upon  surrender  and
cancellation of the related Certificates at an office or agency specified in the
notice of termination.

Reports to Certificateholders

Trustee Reports

    Based on  information  provided  in monthly  reports  prepared by the Master
Servicer and the Special Servicer and delivered to the Trustee, the Trustee will
prepare and forward on each Distribution Date to each  Certificateholder  and to
the Seller, the Master Servicer and each Underwriter, a statement setting forth,
to the extent  applicable:  (i) the amount,  if any, of such distribution to the
Holders of each Class of Offered  Certificates  applied to reduce the respective
Certificate  Principal Amounts thereof;  (ii) the amount of such distribution to
Holders of each Class of Offered Certificates  allocable to (a) interest accrued
at the respective  Pass-Through  Rates, (b) any Class Unpaid Interest  Shortfall
included  in such  distribution  and (c) any  remaining  Class  Unpaid  Interest
Shortfall after giving effect to such distribution; (iii) the amount of Deferred
Interest allocated to such Class; (iv) the aggregate Scheduled Principal Balance
of the Mortgage  Loans in each  Mortgage  Loan Group at the close of business on
such Distribution  Date,  identifying the total amount of any Deferred Interest;
(v) the  aggregate  amount of any  transfers  from the Reserve Fund  included in
payments  distributed  to the  Certificateholders  (separately  identifying  the
portion  thereof  representing  a Basis Risk Reserve Fund Draw Amount,  a Credit
Reserve  Fund Draw  Amount  and a Senior  Lien  Advance)  and the  amount of any
principal  on the  Mortgage  Loans that was used or  otherwise  allocated to pay
interest on the Offered  Certificates;  (vi) the number and aggregate  principal
balance of Mortgage  Loans in each Mortgage Loan Group (a) delinquent one month,
(b)  delinquent two or more months and (c) as to which  foreclosure  proceedings
have been commenced;  (vii) with respect to any Mortgage Loan that became an REO
Mortgage  Loan during the preceding  calendar  month,  the  Scheduled  Principal
Balance of such  Mortgage  Loan as of the date it became an REO  Mortgage  Loan;
(viii)  as of the  related  Determination  Date  (a) the  book  value of any REO
Property,  (b) as to any REO  Property  sold during the related Due Period,  the
date of the related  determination by the Special Servicer that it has recovered
all payments  which it expects to be finally  recoverable  (the "Final  Recovery
Determination")  and the amount of the proceeds of such sale  deposited into the
Collection Account,  and (c) the aggregate amount of other revenues collected by
the Special  Servicer  with respect to each REO Property  during the related Due
Period and credited to the Collection Account, in each case identifying such REO
Property by the loan number of the related  Mortgage  Loan;  (ix) the  aggregate
Certificate  Principal Amount of each Class of Offered  Certificates  before and
after  giving  effect  to the  distribution  made  on  such  Distribution  Date,
separately  identifying any increase in the Certificate Principal Amount of each
such Class of Certificates due to Deferred Interest; (x) the aggregate amount of
Principal  Prepayments  in each of the  Mortgage  Loan  Groups  made  during the
related  Prepayment  Period;  (xi) the aggregate Class Unpaid Interest Shortfall
remaining  undistributed,  if any, for each Class of Offered  Certificates after
giving effect to the  distribution  made on such  Distribution  Date;  (xii) the
Pass-Through  Rate  applicable  to each Class of Offered  Certificates  for such
Distribution Date; (xiii) a summary of any modifications, waivers, amendments or
consents and the bases  therefor as described  under  "SERVICING OF THE MORTGAGE
LOANS --  Modifications,  Waivers and  Amendments"  herein;  (xiv) the aggregate
amount  remaining in the Reserve Fund after  giving  effect to the  distribution
made on such  Distribution  Date; (xv) the number of outstanding  Mortgage Loans
and the aggregate  Scheduled  Principal Balance of the Mortgage Loans in each of
the Mortgage Loan Groups;  (xvi) the aggregate amount of servicing fees retained
by or paid to the  Master  Servicer  and the  Special  Servicer;  and (xvii) the
amount of "Realized  Losses" (i.e.,  the losses  incurred in connection with any
Mortgage Loan as to which a Final Recovery Determination has been made), if any,
incurred with respect to the Mortgage Loans in each Mortgage Loan Group.  In the
case of information  furnished  pursuant to subclauses  (i), (ii) and (x) above,
the amounts  shall be  expressed  as a dollar  amount in the  aggregate  for all
Certificates of each applicable Class and per single Certificate.

    Within a reasonable  period of time after the end of each calendar year, the
Trustee will furnish to each Person who at any time during the calendar year was
a Holder of an Offered  Certificate a statement  containing the  information set
forth in subclauses  (i) and (ii) only above,  aggregated for such calendar year
or applicable portion thereof during which such Person was a  Certificateholder.
Such  obligation  of the Trustee  will be deemed to have been  satisfied  to the
extent  that  substantially  comparable  information  is provided by the Trustee
pursuant to any requirements of the Code.

Master Servicer Reports

    On the  Distribution  Date  occurring in December  1994,  and on every third
Distribution  Date  thereafter,  the Master Servicer will prepare and deliver to
the Trustee,  and the Trustee will forward to each  Certificateholder,  a report
setting forth certain  summary  information  included in Exhibits A through D to
this  Prospectus,  based on the  current  Scheduled  Principal  Balances  of the
Mortgage Loans as of the related Determination Date.

Portfolio Performance Reports

    On or about the 10th day of each  month,  commencing  no later than  January
1995,  the Master  Servicer will prepare a "Portfolio  Performance  Report" with
respect to the Mortgage Loans and deliver such report to the Seller. Such report
will be prepared in part based on  information  provided to the Master  Servicer
each month by the Special Servicer with respect to Specially  Serviced  Mortgage
Loans.  Such  report will set forth  detailed  information  with  respect to the
delinquency status of the Mortgage Loans in each Mortgage Loan Group and for the
aggregate of all Mortgage Loans,  including,  among other things, the following:
(i)  number  of days  delinquent  (ranging  from less than one month to over two
years) and causes of  servicing  transfers,  (ii)  delinquency  status by state,
including  the five states with the largest  delinquency  concentrations,  (iii)
delinquency  status  by  property  type,  (iv)  delinquency  status by state and
property  type, (v) Mortgage  Loans  returned to the Master  Servicer,  with and
without modifications,  (vi) Mortgage Loans liquidated,  including by payment in
full,  discounted pay-off,  sale of the Mortgage Loan,  repurchase for breach of
representations  and  warranties and sale of REO property and (vii) REO property
by state and property type.

    The Seller will furnish a copy of each monthly Portfolio  Performance Report
to the Trustee and will make each such report  available  to  Certificateholders
and other  interested  persons  in its  public  reference  room  located  at its
principal offices in Washington, D.C.

    A prototype of a Portfolio  Performance Report is attached hereto as Exhibit
K. The  prototype is likely to be revised by the Seller and the Master  Servicer
from time to time during the initial period following the Closing Date.

Trustee and Collateral Agent

    The Trustee  and the  Collateral  Agent will be State  Street Bank and Trust
Company,  a banking  corporation,  organized and existing  under the laws of the
Commonwealth of  Massachusetts  with a principal  office at 225 Franklin Street,
Boston, MA 02110.

Optional Termination

    The Master Servicer,  the Holders of the Class R Certificates,  the owner of
the Reserve Fund or, if all Mortgage Loans are then Specially  Serviced Mortgage
Loans, the Special  Servicer,  may effect a termination of the Trust Fund on any
Distribution  Date after the date on which the aggregate  Certificate  Principal
Amount of the  Offered  Certificates  is reduced to less than 10% of the initial
aggregate  Certificate   Principal  Amount  of  the  Offered  Certificates,   by
purchasing  all the  assets of the Trust Fund at a  purchase  price,  payable in
cash,  equal to the greater  of: (x) 100% of the  outstanding  aggregate  unpaid
principal  balances  of the  Mortgage  Loans plus  accrued  and unpaid  interest
thereon to, but not including,  the respective  first Due Date following the Due
Period related to the Prepayment Period in which such repurchase occurs plus the
fair market value of all other property  included in the Trust Fund; and (y) the
aggregate fair market value of the Mortgage Loans  (including any other property
in the Trust Fund) as of the date of  repurchase,  determined as provided in the
Agreement.  The  proceeds  of such sale will be treated as a  prepayment  of the
Mortgage Loans for purposes of  distributions to  Certificateholders.  Such sale
will  effect a  termination  of the Trust  Fund and an early  retirement  of the
Offered  Certificates.  Such sale and  consequent  termination of the REMIC must
constitute  a  "qualified  liquidation"  of the REMIC under  Section 860F of the
Code.

                                 USE OF PROCEEDS

    The net proceeds from the sale of the Offered  Certificates  will be used by
the  Seller  either  to  provide  liquidity  for  the  Depository   Institutions
contributing  the Mortgage Loans  underlying the Certificates or for general RTC
corporate purposes.

                             DEPOSITORY INSTITUTIONS

    The Mortgage Loans were acquired by the Seller in its corporate capacity and
its capacity as  conservator or receiver,  as the case may be, of  approximately
238   Depository   Institutions.   As  conservator  or  receiver  of  Depository
Institutions,  the Seller has the power to enter into binding agreements for the
sale of assets of the respective Depository Institutions, including the Mortgage
Loans contributed thereby. See "THE RESOLUTION TRUST CORPORATION" herein.

                        DESCRIPTION OF THE MORTGAGE LOANS

General

    The Mortgage  Loans are  adjustable  and fixed rate,  amortizing and Balloon
Payment mortgage loans.  Substantially all of the Mortgage Loans are not insured
or  guaranteed  by the United  States,  any  governmental  agency or any private
mortgage insurer.

    Each  Mortgage Loan included in the Trust Fund is evidenced by a Note and is
secured  primarily by a first lien on (or: (i) in the case of 90 Mortgage  Loans
having an aggregate  Scheduled  Principal  Balance of $26,952,408,  representing
2.37% of the  Mortgage  Pool by  Scheduled  Principal  Balance as of the Cut-Off
Date, by second liens on Mortgaged  Properties with respect to which the related
first liens are not  included  in the  Mortgage  Pool;  (ii) in the case of four
Mortgage Loans having an aggregate  Scheduled  Principal  Balance of $2,947,441,
representing 0.26% of the Mortgage Pool by Scheduled Principal Balance as of the
Cut-Off Date, by third liens on Mortgaged  Properties  with respect to which the
related first and second liens are not included in the Mortgage  Pool; and (iii)
in the case of five  Mortgage  Loans  having an  aggregate  Scheduled  Principal
Balance  of  $311,273,  representing  0.03% of the  Mortgage  Pool by  Scheduled
Principal  Balance as of the Cut-Off Date, by liens on Mortgaged  Properties for
which the lien position is unknown),  or is an Installment Contract for the sale
of, a  Mortgaged  Property  located  in one of  approximately  42 states and the
District of Columbia.

    Four  Mortgage  Loans having an  aggregate  Scheduled  Principal  Balance of
approximately $443,038,  representing 0.04% of the aggregate Scheduled Principal
Balance of the Mortgage Loans as of the Cut-Off Date, will be Specially Serviced
Mortgage  Loans as of the Closing  Date if no Monthly  Payments  are received on
such  Mortgage  Loans from the Cut-Off  Date to the Closing Date because each of
such  Mortgage  Loans  will then have a payment  which is more than 60 days past
due. None of these  Mortgage  Loans are among the 50 largest  Mortgage  Loans in
either Mortgage Loan Groups 1 and 2 or Mortgage Loan Groups 3 and 4.

    79  Mortgage  Loans  having an  aggregate  Scheduled  Principal  Balance  of
approximately  $28,483,599,   representing  2.50%  of  the  aggregate  Scheduled
Principal  Balance of the  Mortgage  Loans as of the Cut-Off  Date,  are Matured
Performing  Mortgage  Loans.  Such  Mortgage  Loans will be  Specially  Serviced
Mortgage  Loans as of the Closing Date.  None of these  Mortgage Loans are among
the 50 largest  Mortgage  Loans in  Mortgage  Loan  Groups 1 and 2. Two of these
Mortgage  Loans,  having an  aggregate  Scheduled  Principal  Balance  as of the
Cut-Off Date of $4,897,849,  are among the 50 largest Mortgage Loans in Mortgage
Loan Groups 3 and 4.

    Some of the  Mortgage  Loans  ("Simple  Interest  Loans")  provide  that the
Monthly  Payments  thereon are applied  first to interest  accrued from the last
date to  which  interest  has been  paid to the date  such  Monthly  Payment  is
received and the balance  thereof is applied to  principal,  and other  Mortgage
Loans provide for payment of interest in advance rather than in arrears.

    A  significant  number  of the  Mortgage  Loans are  secured  by one or more
assignments of leases and rents,  management  agreements or operating agreements
relating  to the  Mortgaged  Property  and in some cases by  certain  letters of
credit,  personal  guarantees  or both.  Pursuant to an assignment of leases and
rents, the Borrower assigns its right, title and interest as landlord under each
lease and the income derived therefrom to the related lender,  while retaining a
license to collect the rents for so long as there is no default. If the Borrower
defaults,  the license  terminates and the related lender is entitled to collect
the  rents  from  tenants  to be  applied  to the  monetary  obligations  of the
Borrower.  State law may limit or restrict the  enforcement of the assignment of
leases and rents by a lender  until the lender takes  possession  of the related
Mortgaged  Property and a receiver is appointed.  See "CERTAIN  LEGAL ASPECTS OF
THE MORTGAGE LOANS -- Leases and Rents" herein.

    A  substantial  portion of the Mortgage  Loans are  "non-recourse"  loans or
loans for which recourse may be restricted or unenforceable, as to which, in the
event of default by the obligor (the "Borrower") on the related  promissory note
(the  "Note"),  the  Trustee  (or the Special  Servicer  acting  pursuant to the
Agreement)  may look only to the related  Mortgaged  Properties  (including  any
assignments  of leases of the  Mortgaged  Properties)  and any other  collateral
security  (and not to the  Borrower's  other  assets)  for  satisfaction  of the
amounts due on the affected  Mortgage  Loans.  See "CERTAIN LEGAL ASPECTS OF THE
MORTGAGE LOANS -- Anti-Deficiency Legislation" herein.

    Some of the  Mortgage  Loans also have Notes  which may  provide  the holder
thereof  with the  right to call  such  Notes at times  specified  therein.  The
Agreement  provides,  however,  that the Trustee  will not exercise its right to
call any such Note unless the Special  Servicer  directs the Trustee to exercise
such right in connection with a default under such Note.

    Substantially  all of the  Mortgage  Loans  do not  provide  either  for any
lockout  period  in  which  prepayments  are  prohibited  or for any  prepayment
premium, penalty or charge in connection with the prepayment thereof, or if such
provisions were included in the Notes they have expired. A substantial  majority
of the Mortgages also contain  "due-on-sale"  clauses. Such a clause permits the
lender to accelerate  the maturity of the Mortgage  Loan if the Borrower  sells,
transfers or conveys the Mortgaged  Property or the  Borrower's  interest in the
Mortgaged  Property.  The Agreement obligates the Master Servicer or the Special
Servicer,  as the case may be, to determine,  in accordance  with the applicable
provisions of the Agreement,  whether to enforce such "due-on-sale" clauses. See
"CERTAIN  LEGAL  ASPECTS  OF THE  MORTGAGE  LOANS --  Enforceability  of Certain
Provisions" herein.

    One Mortgage Loan,  having a Scheduled  Principal  Balance of  approximately
$406,761, representing 0.04% of the aggregate Scheduled Principal Balance of the
Mortgage  Loans as of the Cut-Off  Date,  is a  "wraparound"  mortgage  loan.  A
"wraparound"  mortgage  loan is one that is  secured by real  property  on which
there exists a senior mortgage and whose principal  balance equals the aggregate
of the  principal  amount of the loan  secured by the senior  mortgage  plus the
principal  amount of the loan funded by the wraparound (or junior)  lender.  The
Agreement  will require the Master  Servicer to remit timely the portion of each
related  Monthly  Payment that is payable to the senior  mortgagee in accordance
with the provisions of each such "wraparound" mortgage loan or otherwise.

    The  adjustable  rate Mortgage Loans bear interest at a per annum rate which
is adjusted  periodically  to equal the index  ("Index") plus or minus,  in most
cases, a fixed percentage set forth in the related Note (the "Margin"),  the sum
of which may be subject to a rounding  convention  provided  for in the  related
Note, subject,  however, to certain limitations  described below. The respective
Index on which each such adjustment will be based, and the intervals between the
dates of such  adjustments  (each such date,  an  "Adjustment  Date";  the first
Adjustment   Date  with  respect  to  each  adjustable  rate  Mortgage  Loan  is
hereinafter  referred  to as the  "First  Adjustment  Date")  are  described  in
Exhibits A, B, C, D and E hereto.

    Certain of the  adjustable  rate Mortgage Loans  originally  provided for an
Index based on a prime rate or cost of funds  quoted by a financial  institution
or other Index which no longer exists. In many instances, the related Notes make
no provision  for an  alternative  Index or provide  that,  if the Index becomes
unavailable,  the lender will select an  alternative  index based on  comparable
information.  As to such  Notes,  the Seller  will  select an index which it has
concluded is based on information comparable to that on which the original Index
was based.  Furthermore,  in the event that such alternative  index results in a
higher Mortgage Interest Rate, any resulting increase in the Monthly Payment may
increase the  likelihood of  delinquency  or default under the related  Mortgage
Loan.

    Two of the Group 1 Mortgage Loans, four of the Group 2 Mortgage Loans, three
of the  Group  3  Mortgage  Loans  and  two  of  the  Group  4  Mortgage  Loans,
collectively  representing   approximately  0.46%  of  the  aggregate  Scheduled
Principal Balance of the Mortgage Loans as of the Cut-Off Date, bear interest as
of the  Cut-Off  Date at rates  lower than their  Floor  Interest  Rates.  It is
expected that,  following the related  Servicing  Transfer  Date,  such Mortgage
Loans will be serviced in  accordance  with their terms,  including  their Floor
Interest Rates. In the event that  enforcement of the applicable  Floor Interest
Rate results in a higher Mortgage  Interest Rate, any resulting  increase in the
Monthly  Payment may increase the likelihood of delinquency or default under the
related Mortgage Loan.

    As to all adjustable rate Mortgage Loans, if the respective  Index set forth
in  each  Note  becomes  unavailable,  and  the  related  Note  provides  for no
alternative Index, the Master Servicer will select an alternative index based on
comparable information and such alternative index will become the Index.

The Mortgage Pool

    The Mortgage Pool will consist of approximately  2,115 Mortgage Loans, which
had an approximate  aggregate  original  principal balance of $1,292,328,196 and
had an approximate  aggregate Scheduled Principal Balance as of the Cut-Off Date
of $1,138,319,146. Of these Mortgage Loans:

        (i) 352 Mortgage  Loans are Group 1 Mortgage  Loans with an  approximate
    aggregate  original  principal  balance of  $250,898,308  and an approximate
    aggregate Scheduled Principal Balance as of the Cut-Off Date of $217,244,863
    (subject  to a  permitted  variance  of  plus  or  minus  5%),  representing
    approximately  19.08% of the aggregate  Scheduled  Principal  Balance of the
    Mortgage  Loans as of the  Cut-Off  Date;  the  Group 1  Mortgage  Loans are
    generally  subject to lower Floor Interest  Rates than the  adjustable  rate
    Group 2  Mortgage  Loans or no Floor  Interest  Rates;  the Group 1 Mortgage
    Loans consist of  adjustable  rate  Mortgage  Loans  secured by  multifamily
    residential properties;

        (ii) 516 Mortgage  Loans are Group 2 Mortgage  Loans with an approximate
    aggregate  original  principal  balance of  $310,005,625  and an approximate
    aggregate Scheduled Principal Balance as of the Cut-Off Date of $289,490,463
    (subject  to a  permitted  variance  of  plus  or  minus  5%),  representing
    approximately  25.43% of the aggregate  Scheduled  Principal  Balance of the
    Mortgage  Loans as of the  Cut-Off  Date;  a portion of the Group 2 Mortgage
    Loans have fixed  interest  rates (or,  in  limited  cases,  are  subject to
    increases  or  decreases  by fixed  amounts  after the Cut-Off Date based on
    predetermined  schedules)  for the  remaining  terms  of the  loans  and the
    remaining  portion of the Group 2 Mortgage  Loans have  adjustable  interest
    rates  subject to Floor  Interest  Rates of at least  8.375% per annum;  the
    Group 2 Mortgage Loans are secured by multifamily residential properties;

        (iii) 600 Mortgage  Loans are Group 3 Mortgage Loans with an approximate
    aggregate  original  principal  balance of  $309,656,799  and an approximate
    aggregate Scheduled Principal Balance as of the Cut-Off Date of $265,858,475
    (subject  to a  permitted  variance  of  plus  or  minus  5%),  representing
    approximately  23.36% of the aggregate  Scheduled  Principal  Balance of the
    Mortgage  Loans as of the  Cut-Off  Date;  the  Group 3  Mortgage  Loans are
    generally  subject to lower Floor Interest  Rates than the  adjustable  rate
    Group 4 Mortgage Loans or no Floor Interest Rates; and

        (iv) 647 Mortgage  Loans are Group 4 Mortgage  Loans with an approximate
    aggregate  original  principal  balance of  $421,767,465  and an approximate
    aggregate Scheduled Principal Balance as of the Cut-Off Date of $365,725,345
    (subject  to a  permitted  variance  of  plus  or  minus  5%),  representing
    approximately  32.13% of the aggregate  Scheduled  Principal  Balance of the
    Mortgage  Loans as of the  Cut-Off  Date;  a portion of the Group 4 Mortgage
    Loans have fixed  interest  rates (or,  in  limited  cases,  are  subject to
    increases  or  decreases  by fixed  amounts  after the Cut-Off Date based on
    predetermined  schedules)  for the  remaining  terms  of the  loans  and the
    remaining  portion of the Group 4 Mortgage  Loans have  adjustable  interest
    rates subject to Floor Interest Rates of at least 8.375% per annum.

    In addition,  the Mortgage Pool will contain two  additional  Mortgage Loans
(each, an "Excess Cash Flow Mortgage Loan") with approximate Scheduled Principal
Balances as of the Cut-Off  Date of $250,000  and  $435,107,  respectively.  The
first Excess Cash Flow Mortgage Loan does not bear interest,  and the payment of
the  principal  amount of this Mortgage Loan will be made only from a portion of
either (a) the net  appreciated  value of the property upon sale,  condemnation,
total casualty  loss,  default or maturity or (b) the net  refinancing  proceeds
upon the  refinancing  of the underlying  property.  The second Excess Cash Flow
Mortgage  Loan is a second  lien  purchase  money  note,  payments  on which are
contingent on the payment in full of the first lien purchase  money note and the
payment of a  designated  amount to the  borrower as a return of equity.  Due to
these  contingencies,  no payments on the Excess Cash Flow  Mortgage  Loans have
been anticipated in connection with making distributions on the Certificates, no
amounts will be withdrawn  from the Reserve Fund,  and no expenses will be paid,
in  connection  with the Excess Cash Flow  Mortgage  Loans.  Moreover,  the only
representations  and  warranties  that the Seller will make with  respect to the
Excess Cash Flow Mortgage  Loans are those  described in clauses (viii) and (xv)
of the  first  paragraph  under  "Representations  and  Warranties"  below.  Any
payments of principal  received on the Excess Cash Flow  Mortgage  Loans will be
deposited  into the  Collection  Account  and  distributed  with  respect to the
Certificates  as  described  above under  "DESCRIPTION  OF THE  CERTIFICATES  --
Allocation Among Classes."

    Exhibit E hereto sets forth certain information with respect to the Mortgage
Pool as a whole.

    Exhibit F hereto sets forth  certain  information  with  respect to Mortgage
Loans secured by properties located in Southern California.

    Exhibits H and I hereto set forth certain  characteristics of the 50 largest
Mortgage Loans included in Mortgage Loan Groups 1 and 2 and Mortgage Loan Groups
3 and 4, respectively.

    Because  payments on all Classes of Offered  Certificates may be affected by
the  performance  of  Mortgage  Loans in a Mortgage  Loan  Group  other than the
Mortgage  Loan  Group  directly  supporting  payments  on  a  particular  Class,
prospective  investors are urged to review the information  contained herein for
all Mortgage Loan Groups.

Group 1 Mortgage Loans

    All of the Group 1 Mortgage Loans are Eligible  Multifamily  Mortgage Loans.
All of the Group 1 Mortgage Loans are adjustable  rate mortgage loans  ("ARMs").
The Mortgage  Interest Rate on any such ARM may adjust (as is generally the case
for Mortgage Loans for which the Index is a prime rate) as the Index on which it
is based  adjusts or may be fixed until the First  Adjustment  Date set forth in
the related Note,  adjusting on the First  Adjustment Date, and generally at one
month, six month, twelve month, three year or five year intervals thereafter (in
each case as described in the related Note).  The Mortgage  Interest Rate on the
Group 1  Mortgage  Loans  will be  adjusted  to a rate equal to an Index plus or
minus the Margin set forth in the  related  Note;  provided,  however,  that the
adjustments of the Mortgage Interest Rates are subject to rounding (as described
in "-- General" above),  to lifetime  maximum rates ("Maximum  Rates") and Floor
Interest Rates set forth in the related Note and, with respect to certain of the
Group 1 Mortgage  Loans, to periodic  Mortgage  Interest Rate adjustment caps or
floors. The Group 1 Mortgage Loans are subject to Floor Interest Rates which are
generally  less than 8.375% per annum or to no Floor Interest  Rates.  The Index
set forth in a Note may be a constant maturity treasury index, a bond equivalent
treasury  yield index, a rate of interest based on a cost of funds index, a rate
of interest based on the prime rate quoted by a financial institution, a rate of
interest  based on a Federal Home Loan Bank ("FHLB") rate of interest,  LIBOR or
another  index.  The  Index  applicable  to a Note  is set  forth  therein.  The
adjustments  to the Mortgage  Interest  Rates for the Group 1 Mortgage Loans may
occur as the Index  changes or may be based on the Index  available  a specified
number of days prior to the  Adjustment  Date (a  "Look-Back  Period") or on the
most recently  published Index as of each  Adjustment  Date. None of the Group 1
Mortgage Loans is convertible into a fixed rate Mortgage Loan.

    The  Group 1  Mortgage  Loans  may  provide  for  adjustment  of the rate of
interest  which  becomes due for each such  Mortgage Loan on each Due Date (with
respect to any Mortgage Loan in the Mortgage Pool, the "Payment  Rate") on dates
that occur on the  related  Adjustment  Dates for the  Mortgage  Interest  Rates
(which is the rate at which interest  accrues on the related  Mortgage Loans) or
at some other frequency (each, a "Payment Adjustment Date"). The Adjustment Date
for a given  Group 1  Mortgage  Loan in many  cases  differs  from  the  Payment
Adjustment Date for such Group 1 Mortgage Loan.  Accordingly,  the Payment Rates
of such  Mortgage  Loans may be less than or greater  than the related  Mortgage
Interest Rates during certain  periods.  Any excess of the interest accrued on a
Mortgage Loan at the Mortgage  Interest Rate over accrued  interest that becomes
due on such Mortgage Loan at the Payment Rate is deferred ("Deferred  Interest")
and is added to the principal balance of such Mortgage Loan. Conversely,  if the
Payment Rate is greater than the Mortgage Interest Rate on a Mortgage Loan, such
Mortgage Loan will positively amortize.  The Deferred Interest accrued on any of
the Group 1 Mortgage  Loans will be payable on or before the stated  maturity of
the Mortgage Loan.

    The Group 1 Mortgage Loans  generally  provide for a Monthly Payment that is
recalculated  to an amount that would be sufficient to amortize fully the unpaid
principal  balance of such  Mortgage  Loan  generally  over the remainder of the
original amortization term, at the Mortgage Interest Rate for such Mortgage Loan
in effect on such Payment Adjustment Date; provided,  however, that increases or
decreases  in the Monthly  Payment may be limited to an amount  specified in the
related  Note above or below the Monthly  Payment in effect prior to the related
Payment  Adjustment  Date (a  "Group 1  Payment  Adjustment  Cap" and a "Group 1
Payment Adjustment Floor,"  respectively).  Such Mortgage Loans may provide that
the Group 1 Payment  Adjustment Caps and Group 1 Payment  Adjustment Floors will
not apply every fifth year or at some other time interval, in each case at which
time the Monthly  Payment will be adjusted to an amount  sufficient  to amortize
fully the outstanding principal balance of the Mortgage Loan at the then current
Mortgage Interest Rate generally over the remainder of the original amortization
term.

    With respect to approximately  21.08% of the aggregate  Scheduled  Principal
Balance  as of the  Cut-Off  Date of the Group 1  Mortgage  Loans,  the  maximum
principal  balance  which is  permitted  under the Note as a result of  negative
amortization  (the  "Maximum  Negative  Amortization  Amount") is generally  not
permitted to exceed a specified  maximum amount of 125% of the principal  amount
of the Mortgage Loan on the date of origination.  With respect to  approximately
50.18% of the aggregate  Scheduled  Principal  Balance as of the Cut-Off Date of
the  Group  1  Mortgage  Loans,  no  Maximum  Negative  Amortization  Amount  is
specified.  With  respect to  approximately  28.74% of the  aggregate  Scheduled
Principal  Balance  of the Group 1 Mortgage  Loans as of the  Cut-Off  Date,  no
negative amortization is permitted.  If the Maximum Negative Amortization Amount
is exceeded as a result of Deferred Interest,  the Borrower would be required to
make an additional  payment with its next Monthly  Payment in an amount equal to
the difference between the unpaid principal balance of the Mortgage Loan and the
Maximum  Negative  Amortization  Amount and, for so long as the unpaid principal
balance of the Mortgage Loan is not less than the Maximum Negative  Amortization
Amount,  the  Monthly  Payment  would be  adjusted  to an amount  that  would be
sufficient to amortize fully the unpaid  principal  balance of the Mortgage Loan
at the then current  Mortgage  Interest Rate generally over the remainder of the
original  amortization  term  of  such  Mortgage  Loan,  without  regard  to the
applicable  Group 1 Payment  Adjustment Cap.  Generally,  those Group 1 Mortgage
Loans without negative amortization caps either may not create Deferred Interest
or may fully re-amortize as described above.

    The Group 1 Mortgage Loans for which the lien status is known are secured by
first liens (or by more  junior  liens where all  related  senior  liens  secure
Mortgage  Loans  included in Mortgage Loan Group 1) on  multifamily  residential
properties.

    All of the 46  Mortgage  Loans in  Mortgage  Loan  Group 1 that  have a debt
service coverage ratio known to be at or below 1.0,  representing  approximately
15.81% of the  aggregate  Scheduled  Principal  Balance  of the Group 1 Mortgage
Loans as of the Cut-Off Date, nevertheless meet the representation of the Seller
that, as of the Cut-Off Date, all Monthly Payments due on or before June 1, 1994
have been made.  For further  information  regarding  the debt service  coverage
ratios of the Mortgage Loans,  including information regarding Mortgage Loans as
to which such ratios were not calculated, see Exhibit G hereto.

    None of the  Group 1  Mortgage  Loans is  secured  in  whole by a  leasehold
mortgage.

    Five of the Group 1 Mortgage Loans, representing approximately $1,192,833 or
0.55% of the aggregate Scheduled Principal Balance of the Group 1 Mortgage Loans
as of the Cut-Off Date, are Matured Performing Mortgage Loans.

    None of the Group 1 Mortgage Loans will be Specially Serviced Mortgage Loans
as of the Closing Date if no Monthly  Payments are received  between the Cut-Off
Date and the Closing Date.

    271 of the Group 1 Mortgage Loans, representing  approximately  $182,920,036
or 84.20% of the aggregate  Scheduled  Principal Balance of the Group 1 Mortgage
Loans as of the Cut-Off Date, are secured by Mortgaged Properties located in the
Counties of Contra Costa,  Los Angeles,  Orange,  San Bernadino,  San Diego, San
Francisco or Santa Clara in the State of California.

    In addition, one of the Group 1 Mortgage Loans,  representing  approximately
$632,963 or 0.29% of the aggregate  Scheduled  Principal  Balance of the Group 1
Mortgage  Loans  as  of  the  Cut-Off  Date,  is  a  Seller-   Originated  Loan.
Loans-to-Facilitate  other than Seller-Originated  Loans represent approximately
$5,098,395 or 2.35% of the aggregate  Scheduled Principal Balance of the Group 1
Mortgage  Loans  as of the  Cut-Off  Date.  33 of the  Group 1  Mortgage  Loans,
representing  approximately  $38,269,228  or 17.62% of the  aggregate  Scheduled
Principal  Balance of the Group 1 Mortgage  Loans as of the  Cut-off  Date,  are
Modified Mortgage Loans.

    The interest rate  adjustment  sensitivity  of the Group 1 Mortgage Loans is
affected by, among other things,  the particular  Indexes of the Mortgage Loans,
the frequency of adjustments and applicable caps and floors.

    A description of certain additional  characteristics of the Group 1 Mortgage
Loans as of the Cut-Off Date,  estimated as of the date of this  Prospectus,  is
set forth in Exhibit A hereto.

Group 2 Mortgage Loans

    All of the Group 2 Mortgage Loans are Eligible  Multifamily  Mortgage Loans.
Mortgage Loan Group 2 will consist of Mortgage  Loans having  Mortgage  Interest
Rates which are fixed (or, in limited cases, which increase or decrease by fixed
amounts after the Cut-Off Date on a  predetermined  schedule) and Mortgage Loans
having  Mortgage  Interest  Rates which are  adjustable,  but subject to a Floor
Interest  Rate of at least  8.375%  per  annum.  Each of the fixed  rate Group 2
Mortgage  Loans bears  interest at a fixed rate per annum (or, in limited cases,
at a rate which  increases or decreases by fixed  amounts after the Cut-Off Date
on a  predetermined  schedule),  as set  forth  in the  related  Note  or was an
adjustable  rate Mortgage Loan which has converted to a fixed rate Mortgage Loan
as provided in the related  Note.  Six of the fixed rate Group 2 Mortgage  Loans
provide  for a Mortgage  Interest  Rate  which  changes  periodically  after the
Cut-Off Date to predetermined fixed rates set forth in the related Note.

    The Mortgage  Interest Rate on any adjustable rate Group 2 Mortgage Loan may
adjust as the Index on which it is based adjusts or may be fixed until the First
Adjustment Date set forth in the related Note, adjusting on the First Adjustment
Date,  and generally at one month,  six month,  twelve month,  two year or three
year intervals  thereafter (in each case as described in the related Note).  The
Mortgage  Interest  Rate on  adjustable  rate  Group 2  Mortgage  Loans  will be
adjusted  to a rate  equal to an Index plus or minus the Margin set forth in the
related Note; provided,  however,  that the adjustments of the Mortgage Interest
Rates are subject to rounding (as described in "-- General"  above),  to Maximum
Rates and Floor  Interest  Rates set forth in the related Note and, with respect
to certain of the adjustable rate Group 2 Mortgage  Loans, to periodic  Mortgage
Interest Rate  adjustment  maximums or floors.  All of the 246  adjustable  rate
Group 2 Mortgage  Loans are subject to a Floor  Interest Rate of at least 8.375%
per  annum.  The Index set forth in a Note may be a constant  maturity  treasury
index,  a bond  equivalent  treasury  yield index, a rate of interest based on a
cost of funds  index,  a rate of  interest  based on the prime rate  quoted by a
financial institution,  a rate of interest based on FHLB rate of interest, LIBOR
or another  index.  The Index  applicable  to a Note is set forth  therein.  The
adjustments  to the  Mortgage  Interest  Rates for the  adjustable  rate Group 2
Mortgage  Loans may occur as the Index  changes  or may be based on a  Look-Back
Period or on the most recently  published Index as of each Adjustment Date. None
of the adjustable  rate Group 2 Mortgage Loans is convertible  into a fixed rate
Mortgage Loan.

    The adjustable rate Group 2 Mortgage Loans may provide for adjustment of the
Payment Rates on Payment  Adjustment Dates that occur on the related  Adjustment
Date for the Mortgage Interest Rates or at some other frequency.  The Adjustment
Date for a given  adjustable  rate Group 2 Mortgage  Loan in many cases  differs
from the Payment Adjustment Date for such adjustable rate Group 2 Mortgage Loan.
Accordingly,  the  Payment  Rates of such  Mortgage  Loans  may be less  than or
greater  than the  related  Mortgage  Interest  Rates  during  certain  periods,
resulting in Deferred  Interest which is added to the unpaid principal  balances
of the related  Mortgage  Loans (if the Payment  Rate is less than the  Mortgage
Interest Rate) or positive  amortization  of such Mortgage Loans (if the Payment
Rate is greater than the Mortgage  Interest Rate). The Deferred Interest accrued
on any of the  adjustable  rate  Group 2  Mortgage  Loans  will be payable on or
before the stated maturity of the Mortgage Loan.

    The adjustable rate Group 2 Mortgage Loans  generally  provide for a Monthly
Payment that is  recalculated  to an amount that would be sufficient to amortize
fully the unpaid  principal  balance of such  Mortgage Loan  generally  over the
remainder of the original  amortization  term, at the Mortgage Interest Rate for
such Mortgage Loan in effect on such Payment Adjustment Date. However, increases
or decreases in the Monthly Payment may be limited to an amount specified in the
related  Note above or below the Monthly  Payment in effect prior to the related
Payment  Adjustment  Date (a  "Group 2  Payment  Adjustment  Cap" and a "Group 2
Payment Adjustment Floor,"  respectively).  Such Mortgage Loans may provide that
the Group 2 Payment  Adjustment Caps and Group 2 Payment  Adjustment Floors will
not apply every fifth year or at some other time interval, in each case at which
time the Monthly  Payment will be adjusted to an amount  sufficient  to amortize
fully the outstanding principal balance of the Mortgage Loan at the then current
Mortgage Interest Rate generally over the remainder of the original amortization
term.

    With respect to approximately  42.42% of the aggregate  Scheduled  Principal
Balance  as of the  Cut-Off  Date of the Group 2  Mortgage  Loans,  the  Maximum
Negative  Amortization  Amount is not generally  permitted to exceed a specified
maximum amount of 125% of the principal  amount of the Mortgage Loan on the date
of origination.  With respect to approximately  5.84% of the aggregate Scheduled
Principal  Balance  as of the  Cut-Off  Date of the Group 2 Mortgage  Loans,  no
Maximum Negative Amortization Amount is specified. With respect to approximately
51.74% of the  aggregate  Scheduled  Principal  Balance  of the Group 2 Mortgage
Loans as of the Cut-Off Date,  no negative  amortization  is  permitted.  If the
Maximum  Negative  Amortization  Amount  is  exceeded  as a result  of  Deferred
Interest,  the Borrower would be required to make an additional payment with its
next  Monthly  Payment in an amount equal to the  difference  between the unpaid
principal  balance of the Mortgage  Loan and the Maximum  Negative  Amortization
Amount and, for so long as the unpaid principal  balance of the Mortgage Loan is
not less than the Maximum  Negative  Amortization  Amount,  the Monthly  Payment
would be adjusted to an amount that would be  sufficient  to amortize  fully the
unpaid  principal  balance of the  Mortgage  Loan at the then  current  Mortgage
Interest Rate generally over the remainder of the original  amortization term of
such Mortgage Loan,  without regard to the applicable Group 2 Payment Adjustment
Cap.  Generally,  those  adjustable rate Group 2 Mortgage Loans without negative
amortization  caps  either  may  not  create  Deferred  Interest  or  may  fully
re-amortize as described above.

    The Group 2 Mortgage Loans for which the lien status is known are secured by
first liens (or by more  junior  liens where all  related  senior  liens  secure
Mortgage  Loans  included in Mortgage Loan Group 2) on  multifamily  residential
properties.

    All of the 51  Mortgage  Loans in  Mortgage  Loan  Group 2 that  have a debt
service coverage ratio known to be at or below 1.0,  representing  approximately
20.29% of the  aggregate  Scheduled  Principal  Balance  of the Group 2 Mortgage
Loans as of the Cut-Off Date, nevertheless meet the representation of the Seller
that, as of the Cut-Off Date, all Monthly Payments due on or before June 1, 1994
have been made.  For further  information  regarding  the debt service  coverage
ratios of the Mortgage Loans,  including information regarding Mortgage Loans as
to which such ratios were not calculated, see Exhibit G hereto.

    None of the  Group 2  Mortgage  Loans is  secured  in  whole by a  leasehold
mortgage.

    Two of the Group 2 Mortgage Loans,  representing  approximately  $169,013 or
0.06% of the aggregate Scheduled Principal Balance of the Group 2 Mortgage Loans
as of the Cut-Off  Date,  will be Specially  Serviced  Mortgage  Loans as of the
Closing Date if no Monthly  Payments  are received  between the Cut-Off Date and
the  Closing  Date.  Neither  of these  Mortgage  Loans is among the 50  largest
Mortgage Loans in Mortgage Loan Groups 1 and 2.

    Seven of the Group 2 Mortgage Loans, representing  approximately $943,673 or
0.33% of the aggregate Scheduled Principal Balance of the Group 2 Mortgage Loans
as of the Cut-Off Date, are Matured Performing Mortgage Loans.

    228 of the Group 2 Mortgage Loans, representing  approximately  $137,597,787
or 47.53% of the aggregate  Scheduled  Principal Balance of the Group 2 Mortgage
Loans as of the Cut-Off Date, are secured by Mortgaged Properties located in the
Counties of Los Angeles, Orange, San Diego or Solano in the State of California.

    In addition, 114 of the Group 2 Mortgage Loans,  representing  approximately
$112,100,854 or 38.72% of the aggregate Scheduled Principal Balance of the Group
2  Mortgage  Loans  as of  the  Cut-Off  Date,  are  Seller-  Originated  Loans.
Loans-to-Facilitate  other than Seller-Originated  Loans represent approximately
$18,035,019 or 6.23% of the aggregate Scheduled Principal Balance of the Group 2
Mortgage  Loans  as of the  Cut-Off  Date.  12 of the  Group 2  Mortgage  Loans,
representing  approximately  $5,541,457  or  1.91%  of the  aggregate  Scheduled
Principal  Balance of the Group 2 Mortgage  Loans as of the  Cut-off  Date,  are
Modified Mortgage Loans.

    With respect to the adjustable  rate Group 2 Mortgage Loans in Mortgage Loan
Group 2, the interest rate  adjustment  sensitivity  is affected by, among other
things,  the  particular  Indexes  of  the  Mortgage  Loans,  the  frequency  of
adjustments and the applicable caps and floors.

    A description of certain additional  characteristics of the Group 2 Mortgage
Loans as of the Cut-Off Date,  estimated as of the date of this  Prospectus,  is
set forth in Exhibit B hereto.

Group 3 Mortgage Loans

    All of the Group 3 Mortgage  Loans are ARMs.  The Mortgage  Interest Rate on
any such ARM may  adjust  as the  Index on which it is based  adjusts  or may be
fixed until the First  Adjustment Date set forth in the related Note,  adjusting
on the First  Adjustment  Date,  and  generally at one month,  three month,  six
month, twelve month, two year, three year or five year intervals  thereafter (in
each case as described in the related Note).  The Mortgage  Interest Rate on the
Group 3  Mortgage  Loans  will be  adjusted  to a rate equal to an Index plus or
minus the Margin set forth in the  related  Note;  provided,  however,  that the
adjustments of the Mortgage Interest Rates are subject to rounding (as described
in "-- General"  above),  to Maximum Rates and Floor Interest Rates set forth in
the related Note and, with respect to certain of the Group 3 Mortgage  Loans, to
periodic Mortgage Interest Rate adjustment caps or floors.  The Group 3 Mortgage
Loans are subject to Floor  Interest  Rates which are generally less than 8.375%
per  annum or no Floor  Interest  Rates.  The Index set forth in a Note may be a
constant maturity treasury index, a bond equivalent treasury yield index, a rate
of interest  based on a cost of funds  index,  a rate of  interest  based on the
prime rate quoted by a financial institution, a rate of interest based on a FHLB
rate of interest,  LIBOR or another index. The Index applicable to a Note is set
forth therein.  The  adjustments to the Mortgage  Interest Rates for the Group 3
Mortgage  Loans may occur as the Index  changes  or may be based on a  Look-Back
Period or on the most recently  published Index as of each Adjustment  Date. One
of the Group 3 Mortgage Loans, representing $4,899,660 or 1.84% of the aggregate
Scheduled  Principal  Balance  of the Group 3 Mortgage  Loans as of the  Cut-off
Date, is convertible into a fixed rate Mortgage Loan.

    The Group 3 Mortgage  Loans may provide for  adjustment of the Payment Rates
on Payment  Adjustment Dates that occur on the related  Adjustment Dates for the
Mortgage  Interest Rates or at some other  frequency.  The Adjustment Date for a
given Group 3 Mortgage  Loan in many cases  differs from the Payment  Adjustment
Date for such Group 3 Mortgage  Loan.  Accordingly,  the  Payment  Rates of such
Mortgage  Loans may be less than or greater than the related  Mortgage  Interest
Rates during certain periods,  resulting in Deferred  Interest which is added to
the  principal  balances of the related  Mortgage  Loans (if the Payment Rate is
less than the Mortgage Interest Rate) or positive  amortization of such Mortgage
Loan (if the Payment  Rate is greater  than the  Mortgage  Interest  Rate).  The
Deferred  Interest  accrued on any of the Group 3 Mortgage Loans will be payable
on or before the stated maturity of the Mortgage Loan.

    The Group 3 Mortgage Loans  generally  provide for a Monthly Payment that is
recalculated  to an amount that would be sufficient to amortize fully the unpaid
principal  balance of such  Mortgage  Loan  generally  over the remainder of the
original amortization term, at the Mortgage Interest Rate for such Mortgage Loan
in effect on such Payment Adjustment Date; provided,  however, that increases or
decreases  in the Monthly  Payment may be limited to an amount  specified in the
related  Note above or below the Monthly  Payment in effect prior to the related
Payment  Adjustment  Date (a  "Group 3  Payment  Adjustment  Cap" and a "Group 3
Payment Adjustment Floor,"  respectively).  Such Mortgage Loans may provide that
the Group 3 Payment  Adjustment Caps and Group 3 Payment  Adjustment Floors will
not apply every fifth year or at some other time interval, in each case at which
time the Monthly  Payment will be adjusted to an amount  sufficient  to amortize
fully the outstanding principal balance of the Mortgage Loan at the then current
Mortgage Interest Rate generally over the remainder of the original amortization
term.

    With respect to  approximately  1.26% of the aggregate  Scheduled  Principal
Balance  as of the  Cut-Off  Date of the Group 3  Mortgage  Loans,  the  Maximum
Negative  Amortization  Amount is generally  not permitted to exceed a specified
maximum amount of 125% of the principal  amount of the Mortgage Loan on the date
of origination.  With respect to approximately 36.62% of the aggregate Scheduled
Principal  Balance  as of the  Cut-Off  Date of the Group 3 Mortgage  Loans,  no
Maximum Negative Amortization Amount is specified. With respect to approximately
62.13% of the  aggregate  Scheduled  Principal  Balance  of the Group 3 Mortgage
Loans as of the Cut-Off Date,  no negative  amortization  is  permitted.  If the
Maximum  Negative  Amortization  Amount  is  exceeded  as a result  of  Deferred
Interest,  the Borrower would be required to make an additional payment with its
next  Monthly  Payment in an amount equal to the  difference  between the unpaid
principal  balance of the Mortgage  Loan and the Maximum  Negative  Amortization
Amount and, for so long as the unpaid principal  balance of the Mortgage Loan is
not less than the Maximum  Negative  Amortization  Amount,  the Monthly  Payment
would be adjusted to an amount that would be  sufficient  to amortize  fully the
unpaid  principal  balance of the  Mortgage  Loan at the then  current  Mortgage
Interest Rate generally over the remainder of the original  amortization term of
such Mortgage Loan,  without regard to the applicable Group 3 Payment Adjustment
Cap. Generally,  those Group 3 Mortgage Loans without negative amortization caps
either may not create  Deferred  Interest or may fully  re-amortize as described
above.

    All of the 28  Mortgage  Loans in  Mortgage  Loan  Group 3 that  have a debt
service coverage ratio known to be at or below 1.0,  representing  approximately
5.78% of the aggregate Scheduled Principal Balance of the Group 3 Mortgage Loans
as of the Cut-Off Date, nevertheless meet the representation of the Seller that,
as of the Cut-Off Date, all Monthly  Payments due on or before June 1, 1994 have
been made. For further information regarding the debt service coverage ratios of
the Mortgage Loans,  including  information regarding Mortgage Loans as to which
such ratios were not calculated, see Exhibit G hereto.

    16 of the Group 3 Mortgage Loans, representing  approximately $22,456,774 or
8.45% of the aggregate Scheduled Principal Balance of the Group 3 Mortgage Loans
as of the Cut-Off Date, are secured in whole or in part by leasehold mortgages.

    One of the Group 3 Mortgage Loans,  representing  approximately  $207,278 or
0.08% of the aggregate Scheduled Principal Balance of the Group 3 Mortgage Loans
as of the Cut-Off  Date,  will be a Specially  Serviced  Mortgage Loan as of the
Closing Date if no Monthly  Payments  are received  between the Cut-Off Date and
the Closing Date. This Mortgage Loan is not among the 50 largest  Mortgage Loans
in Mortgage Loan Groups 3 and 4.

    19 of the Group 3 Mortgage Loans,  representing  approximately $6,712,788 or
2.52% of the aggregate Scheduled Principal Balance of the Group 3 Mortgage Loans
as of the Cut-Off Date, are Matured Performing Mortgage Loans.

    200 of the Group 3 Mortgage Loans, representing  approximately  $116,431,712
or 43.79% of the aggregate  Scheduled  Principal Balance of the Group 3 Mortgage
Loans as of the Cut-Off Date, are secured by Mortgaged Properties located in the
Counties of Los Angeles,  Orange,  San  Bernardino  or San Diego in the State of
California.

    In addition, none of the Group 3 Mortgage Loans are Seller-Originated Loans.
Loans-to-Facilitate  other than Seller-Originated  Loans represent approximately
$5,128,558 or 1.93% of the aggregate  Scheduled Principal Balance of the Group 3
Mortgage  Loans  as of the  Cut-Off  Date.  40 of the  Group 3  Mortgage  Loans,
representing  approximately  $36,984,436  or 13.91% of the  aggregate  Scheduled
Principal  Balance of the Group 3 Mortgage  Loans as of the  Cut-Off  Date,  are
Modified Mortgage Loans.

    The interest rate  adjustment  sensitivity  of the Group 3 Mortgage Loans is
affected by, among other things,  the particular  Indexes of the Mortgage Loans,
the frequency of adjustments and applicable caps and floors.

    A description of certain additional  characteristics of the Group 3 Mortgage
Loans as of the Cut-Off Date,  estimated as of the date of this  Prospectus,  is
set forth in Exhibit C hereto.

Group 4 Mortgage Loans

    Mortgage  Loan  Group 4 will  consist  of  Mortgage  Loans  having  Mortgage
Interest Rates which are fixed (or, in limited cases, which increase or decrease
by fixed  amounts  after  the  Cut-Off  Date on a  predetermined  schedule)  and
Mortgage Loans having Mortgage Interest Rates which are adjustable,  but subject
to a Floor  Interest  Rate of at least 8.375% per annum.  Each of the fixed rate
Group 4 Mortgage  Loans bears interest at a fixed rate per annum (or, in limited
cases, at a rate which increases or decreases by fixed amounts after the Cut-Off
Date on a  predetermined  schedule),  as set forth in the related Note or was an
adjustable  rate Mortgage Loan which has converted to a fixed rate Mortgage Loan
or has passed its last Adjustment  Date, and therefore  provides for payments of
interest at a fixed rate until  maturity as provided in the related Note.  Eight
of the fixed rate Group 4 Mortgage  Loans  provide for a Mortgage  Interest Rate
which changes  periodically after the Cut-Off Date to predetermined  fixed rates
set forth in the related Note.

    The Mortgage  Interest Rate on any adjustable rate Group 4 Mortgage Loan may
adjust as the Index on which it is based adjusts or may be fixed until the First
Adjustment Date set forth in the related Note, adjusting on the First Adjustment
Date, and generally at one month,  six month,  twelve month,  three year or five
year intervals  thereafter (in each case as described in the related Note).  The
Mortgage  Interest  Rate on  adjustable  rate  Group 4  Mortgage  Loans  will be
adjusted  to a rate  equal to an Index plus or minus the Margin set forth in the
related Note; provided,  however,  that the adjustments of the Mortgage Interest
Rates are subject to rounding (as described in "-- General"  above),  to Maximum
Rates and Floor  Interest  Rates set forth in the related Note and, with respect
to certain of the adjustable rate Group 4 Mortgage  Loans, to periodic  Mortgage
Interest Rate adjustment maximums or floors. All of the 43 adjustable rate Group
4 Mortgage  Loans are subject to a Floor  Interest  Rate of at least  8.375% per
annum. The Index set forth in a Note may be a constant  maturity treasury index,
a bond  equivalent  treasury  yield index, a rate of interest based on a cost of
funds  index,  a rate of interest  based on the prime rate quoted by a financial
institution,  a rate of  interest  based on a FHLB  rate of  interest,  LIBOR or
another  index.  The  Index  applicable  to a Note  is set  forth  therein.  The
adjustments  to the  Mortgage  Interest  Rates for the  adjustable  rate Group 4
Mortgage  Loans may occur as the Index  changes  or may be based on a  Look-Back
Period or on the most recently  published Index as of each Adjustment Date. None
of the adjustable  rate Group 4 Mortgage Loans are  convertible  into fixed rate
Mortgage Loans.

    The adjustable rate Group 4 Mortgage Loans may provide for adjustment of the
Payment Rates on Payment  Adjustment Dates that occur on the related  Adjustment
Dates for the Mortgage Interest Rates or at some other frequency. The Adjustment
Date for a given  adjustable  rate Group 4 Mortgage  Loan in many cases  differs
from the Payment Adjustment Date for such adjustable rate Group 4 Mortgage Loan.
Accordingly,  the  Payment  Rates of such  Mortgage  Loans  may be less  than or
greater  than the  related  Mortgage  Interest  Rates  during  certain  periods,
resulting in Deferred  Interest which is added to the unpaid principal  balances
of the related  Mortgage  Loans (if the Payment  Rate is less than the  Mortgage
Interest Rate) or positive  amortization  of such Mortgage Loans (if the Payment
Rate is greater than the Mortgage  Interest Rate). The Deferred Interest accrued
on any of the  adjustable  rate  Group 4  Mortgage  Loans  will be payable on or
before the stated maturity of the Mortgage Loan.

    The adjustable rate Group 4 Mortgage Loans  generally  provide for a Monthly
Payment that is  recalculated  to an amount that would be sufficient to amortize
fully the unpaid  principal  balance of such  Mortgage Loan  generally  over the
remainder of the original  amortization  term, at the Mortgage Interest Rate for
such Mortgage Loan in effect on such Payment Adjustment Date. However, increases
or decreases in the Monthly Payment may be limited to an amount specified in the
related  Note above or below the Monthly  Payment in effect prior to the related
Payment  Adjustment  Date (a  "Group 4  Payment  Adjustment  Cap" and a "Group 4
Payment Adjustment Floor,"  respectively).  Such Mortgage Loans may provide that
the Group 4 Payment  Adjustment Caps and Group 4 Payment  Adjustment Floors will
not apply every fifth year or at some other time interval, in each case at which
time the Monthly  Payment will be adjusted to an amount  sufficient  to amortize
fully the outstanding principal balance of the Mortgage Loan at the then current
Mortgage Interest Rate generally over the remainder of the original amortization
term.

    With respect to  approximately  0.80% of the aggregate  Scheduled  Principal
Balance  as of the  Cut-Off  Date of the Group 4  Mortgage  Loans,  the  Maximum
Negative  Amortization  Amount is not generally  permitted to exceed a specified
maximum amount of 125% of the principal  amount of the Mortgage Loan on the date
of origination.  With respect to approximately  1.92% of the aggregate Scheduled
Principal  Balance  as of the  Cut-Off  Date of the Group 4 Mortgage  Loans,  no
Maximum Negative Amortization Amount is specified. With respect to approximately
97.29% of the  aggregate  Scheduled  Principal  Balance  of the Group 4 Mortgage
Loans as of the Cut-Off Date,  no negative  amortization  is  permitted.  If the
Maximum  Negative  Amortization  Amount  is  exceeded  as a result  of  Deferred
Interest,  the Borrower would be required to make an additional payment with its
next  Monthly  Payment in an amount equal to the  difference  between the unpaid
principal  balance of the Mortgage  Loan and the Maximum  Negative  Amortization
Amount and, for so long as the unpaid principal  balance of the Mortgage Loan is
not less than the Maximum  Negative  Amortization  Amount,  the Monthly  Payment
would be adjusted to an amount that would be  sufficient  to amortize  fully the
unpaid  principal  balance of the  Mortgage  Loan at the then  current  Mortgage
Interest Rate generally over the remainder of the original  amortization term of
such Mortgage Loan,  without regard to the applicable Group 4 Payment Adjustment
Cap.  Generally,  those  adjustable rate Group 4 Mortgage Loans without negative
amortization  caps  either  may  not  create  Deferred  Interest  or  may  fully
re-amortize as described above.

    All of the 42  Mortgage  Loans in  Mortgage  Loan  Group 4 that  have a debt
service coverage ratio known to be at or below 1.0,  representing  approximately
14.93% of the  aggregate  Scheduled  Principal  Balance  of the Group 4 Mortgage
Loans as of the Cut-Off Date, nevertheless meet the representation of the Seller
that, as of the Cut-Off Date, all Monthly Payments due on or before June 1, 1994
have been made.  For further  information  regarding  the debt service  coverage
ratios of the Mortgage Loans,  including information regarding Mortgage Loans as
to which such ratios were not calculated, see Exhibit G hereto.

    24 of the Group 4 Mortgage Loans, representing  approximately $43,911,502 or
12.01% of the  aggregate  Scheduled  Principal  Balance  of the Group 4 Mortgage
Loans as of the  Cut-Off  Date,  are  secured  in whole or in part by  leasehold
mortgages.

    One of the Group 4 Mortgage  Loans,  representing  approximately  $66,748 or
0.02% of the aggregate Scheduled Principal Balance of the Group 4 Mortgage Loans
as of the Cut-Off  Date,  will be a Specially  Serviced  Mortgage Loan as of the
Closing Date if no Monthly  Payments  are received  between the Cut-Off Date and
the Closing Date. This Mortgage Loan is not among the 50 largest  Mortgage Loans
in Mortgage Loan Groups 3 and 4.

    48 of the Group 4 Mortgage Loans, representing  approximately $19,634,306 or
5.37% of the aggregate Scheduled Principal Balance of the Group 4 Mortgage Loans
as of the Cut-Off Date, are Matured Performing Mortgage Loans.

    30 of the Group 4 Mortgage Loans, representing  approximately $14,711,632 or
4.02% of the aggregate Scheduled Principal Balance of the Group 4 Mortgage Loans
as of the Cut-Off  Date,  are  secured by  Mortgaged  Properties  located in the
Counties of Alameda, Los Angeles or Santa Clara in the State of California.

    In addition, 231 of the Group 4 Mortgage Loans,  representing  approximately
$182,499,696 or 49.90% of the aggregate Scheduled Principal Balance of the Group
4  Mortgage  Loans  as of  the  Cut-Off  Date,  are  Seller-  Originated  Loans.
Loans-to-Facilitate  other than Seller-Originated  Loans represent approximately
$9,585,304 or 2.62% of the aggregate  Scheduled Principal Balance of the Group 4
Mortgage  Loans  as of the  Cut-Off  Date.  61 of the  Group 4  Mortgage  Loans,
representing  approximately  $61,927,503  or 16.93% of the  aggregate  Scheduled
Principal  Balance of the Group 4 Mortgage  Loans as of the  Cut-Off  Date,  are
Modified Mortgage Loans.

    With respect to the adjustable  rate Group 4 Mortgage Loans in Mortgage Loan
Group 4, the interest rate  adjustment  sensitivity  is affected by, among other
things,  the  particular  Indexes  of  the  Mortgage  Loans,  the  frequency  of
adjustments and the applicable caps and floors.

    A description of certain additional  characteristics of the Group 4 Mortgage
Loans as of the Cut-Off Date,  estimated as of the date of this  Prospectus,  is
set forth in Exhibit D hereto.

Credit, Appraisal and Underwriting Policies -- Seller-Originated Loans

General

    346  Mortgage  Loans,  representing  approximately  25.94% of the  aggregate
Scheduled Principal Balance of all of the Mortgage Loans as of the Cut-Off Date,
are  Seller-Originated  Loans that have been  originated  by the Seller,  in its
capacity  as  conservator  or  receiver  of  a  Depository  Institution,   after
commencement  of the applicable  conservatorship  or  receivership.  All of such
Mortgage Loans are Loans-to-Facilitate.  The Seller has adopted a uniform system
of procedures,  policies,  forms and underwriting  guidelines  applicable to its
origination  of  Loans-to-Facilitate  ("the  Guidelines")  as part of an overall
asset sale program. This program is intended to provide Seller financing for the
sale of assets that the Seller deems to be  "illiquid."  The  Guidelines  define
illiquid  assets  as assets  that are not  readily  marketable  due to a lack of
available  commercial  financing  on  acceptable  terms and for which the Seller
believes  Seller  financing will result in a higher net present value than other
alternatives,  such as a cash sale or a  deferral  of sale.  The  program  goals
include (i)  increasing  the net present  value of the return to the Seller from
disposition  of the asset,  (ii)  accelerating  the sale of such  assets,  (iii)
achieving  consistent Seller financing policies,  (iv) delegating to the private
sector  origination  and  servicing  functions,  and  (v)  establishing  a clear
separation of underwriting  and selling  responsibilities  to prevent  potential
conflicts  of  interest.   Accordingly,   the  Guidelines  may  not  necessarily
correspond to  underwriting  standards  investors  might expect to be applied by
traditional loan originators.

    Generally,  the Guidelines  establish  minimum  targeted  guidelines and, in
certain areas,  standard minimum  requirements for each mortgage loan originated
by the  Seller in its  capacity  as  conservator  or  receiver  of a  Depository
Institution. The Guidelines also establish standard procedures and guidelines to
be used in connection with the underwriting review and recommendations  provided
by  private-sector  contract  underwriters  designated  for each  such  proposed
mortgage  loan. The  Guidelines  differ for each of the following  three general
categories  of such  mortgage  loans:  mortgage  loans  secured by  mortgages on
commercial real property with a sale price equal to or greater than $500,000 per
property  ("Commercial  Properties");  mortgage  loans  secured by  mortgages on
commercial  real  property  with a sale price less than  $500,000  per  property
("Smaller  Commercial  Properties");  and mortgage loans secured by mortgages on
multifamily real property subject to the Affordable Housing  Disposition Program
adopted by the Seller ("AHDP  Properties").  As described below,  certain of the
Guidelines  do not  apply  to,  or are less  extensive  for,  sales  of  Smaller
Commercial Properties and AHDP Properties.  In addition,  certain Guidelines are
assigned greater importance than others.

Underwriting

    The Seller  designates an approved  private sector contract  underwriter for
each mortgage loan,  whose main functions  generally are to project the economic
performance  of the property  subject to the proposed  mortgage loan, to analyze
the  credit of the  purchaser  and to make  recommendations  as to  whether  the
proposed  mortgage  loan  should  be made.  The  underwriter  evaluates  (i) the
adequacy of the  property's  net  operating  income to service the mortgage loan
(including  "most likely" and "worst case"  estimates of projected  cash flows),
(ii) the prior  experience of the purchaser  with respect to owning and managing
properties  similar to the subject property and (iii) the financial  capacity of
the  purchaser to cover  revenue  shortfalls  from the property and to repay the
mortgage loan.  The  underwriting  process  concludes with the submission by the
underwriter to the Seller of an underwriter's recommendation report in which the
underwriter  summarizes the information obtained during the underwriting process
and  provides a positive or negative  recommendation  as to whether the proposed
mortgage loan should be approved in accordance with the Guidelines.

    The  factors  assigned  the  greatest  importance  by  the  Seller  and  its
underwriters  in evaluating a proposed  mortgage loan are  discussed  below.  As
discussed  below under  "Adherence to  Guidelines,"  strict  compliance with the
Guidelines is not necessarily a condition to the Seller's approval of a proposed
mortgage loan. In some cases, a loan is made even with a negative recommendation
from the underwriter.

    Financing Terms -- General.  Interest must be paid at least monthly, without
negative  amortization.  Interest is  generally  payable at a fixed market rate,
determined  from time to time by the Seller,  though stepped rate loans are also
available.  For loans on Commercial  Properties payments must be calculated on a
level-payment 30-year amortization schedule, unless offsetting factors developed
through  the  underwriting   process  justify  different  terms.  Loan  maturity
generally  may not exceed  fifteen  years,  unless the loan provides for no more
than three one-year extensions in return for a 10% principal reduction effective
with each such  extension  or other  similar  consideration.  Escrows for taxes,
reserves for  replacements  and hazard  insurance  premiums are normally  funded
through mortgagor payments. The Guidelines generally require that mortgage loans
include  due-on-sale  clauses.  Mortgage  loans are made with full  recourse  to
purchasers  and guarantors if a loss results from certain acts of the purchaser,
and with partial recourse at levels varying with the size of the down payment or
other factors.

    Minimum Down Payment.  The Guidelines establish a targeted minimum cash down
payment of not less than 25% of the purchase price for each Commercial  Property
and Small Commercial Property.  The Guidelines also permit cash down payments in
an  amount  less  than 25% of the  purchase  price  but not less than 15% of the
purchase price of a Commercial  Property or Small  Commercial  Property,  unless
capital  improvements  to such  properties  are  required  and a cash  escrow is
established  for such capital  improvements,  provided the aggregate of the cash
down payment plus the escrow funds are equal to or greater than a minimum of 15%
of the sales price for such property. In no event is a cash down payment of less
than 5% of the purchase price of such properties  permitted.  In certain limited
circumstances, an unconditional, irrevocable letter of credit from an acceptable
financial  institution may be substituted for all or a portion of the cash to be
deposited in the escrow as described above.

    Financial  Information  of Purchaser  and the  Property.  The Seller  places
considerable emphasis on the adequacy and availability of current and historical
financial information on the purchaser, any guarantors and the principal parties
responsible for repayment of the mortgage loan. The Guidelines generally require
that each such entity  provide a balance sheet,  income  statement and cash flow
statement,  either  reviewed  or  audited  by an  independent  certified  public
accountant,  or certified by an officer or managing partner of such entity,  for
the two most recent fiscal years.

    Also,  financial  information  on the property is obtained to  facilitate an
analysis of the  projected  cash flow of the subject  property  and to correlate
such analysis with the ability of the purchaser to cover potential negative cash
flow on such property.  Such financial  information is derived from current rent
rolls and lease schedules,  current and historical (at least two previous years)
income  and  expense  statements  for such  property,  information  obtained  in
appraisal  reports  and pro  forma  operating  statements  or  land  development
projections  provided  by  the  purchaser.   Financial  information  on  Smaller
Commercial Properties generally is less extensive.

    Supplemental  Information.  In  addition,  for  Commercial  Properties,  the
underwriter obtains resumes of management experience and general business of the
purchasing  entity,   and,  if  available,   property   inspection  reports  and
environmental information.

    Verification  of  Availability  of Funds.  The  underwriter  is  required to
verify, with the banking  institutions of the purchaser,  the representations of
the  purchaser  as to the  existence  and  availability  of funds for deposit at
closing  and  the  availability  of  lines  of  credit  and  alternative  credit
facilities.

    Debt Service Coverage Ratios. The Guidelines generally target a minimum debt
service  coverage  ratio at loan  origination  of not less than 1:1 for mortgage
loans on Commercial Properties and Smaller Commercial Properties.  However, debt
service  coverage  ratios of less than 1:1 are permitted where the resources and
cash flows of the purchaser and its  principals and guarantors are sufficient to
compensate for projected  shortfalls in the debt service coverage ratios.  Other
mitigating  factors may include the  purchaser's  prior  experience  in managing
similar properties and whether  professional  property managers will be retained
to manage and operate the subject property.

    Appraisals. Appraisals are generally obtained during the underwriting review
process,  although current  appraisals are not always  available.  The appraised
value of the subject  property is not a major  consideration in establishing the
amount  of the  mortgage  loan.  Information  obtained  from  the  appraisal  is
considered  in  connection  with  the  market  analysis,  net  operating  income
projections,  and expense analysis performed by the underwriters with respect to
the subject property.

    Certain  Requirements  for AHDP  Properties.  The AHDP  Properties were sold
pursuant to the guidelines of the affordable housing program.  These multifamily
properties are subject to Land Use  Restriction  Agreements  ("LURAs") which run
with the land.  LURAs  include a  requirement  that at least 35% of the eligible
multifamily  dwelling units  purchased  under this program be made available for
occupancy  by, and  maintained  as  affordable  for,  "lower  income  families,"
provided that at least 20% of the eligible  multifamily dwelling units purchased
under this program be made available for, and maintained as affordable by, "very
low income  families."  The lower income  tenants must have an income which does
not  exceed 80% of area  median  income  for the area in which the  property  is
located while very low income  tenants' income must not exceed 50% of median for
the area of the property's location.

    LURAs also  regulate  the amount of rent  which can be  collected  from AHDP
Properties.  Rents  for very  low  income  families  are  limited  to 30% of the
adjusted  income of a family whose income equals 50% of area median income (with
adjustment  for family  size,  based  upon unit  type).  Rents for lower  income
families  are limited to 30% of the  adjusted  income of a family  whose  income
equals 65% of area median income (with  adjustment  for family size,  based upon
unit type).  The loan terms for the mortgage  loans  secured by AHDP  Properties
often provide below market  interest rates and lower  downpayments to offset the
below market rents charged.

Adherence to Guidelines

    A  review  of  the  88   largest   Seller-Originated   Loans,   constituting
approximately  68.47% of all  Seller-Originated  Loans  included in the Mortgage
Pool,   indicates   that   a   recommendation   from   the   underwriter   of  a
Seller-Originated Loan was not necessarily conditioned on strict compliance with
the  Guidelines.  A number of the  Seller-Originated  Loans deviate,  in varying
degrees,  from the Guidelines in one or more respects.  The Guidelines generally
appear to have been  applied  with  significant  flexibility,  such that factors
outside of the scope of the Guidelines  may have been  considered on occasion to
mitigate  deviations  from one or more of the  targeted  guidelines  and minimum
standards  included  in the  Guidelines.  Exhibit  J lists  certain  significant
characteristics of the 88 largest  Seller-Originated Loans, including certain of
the  significant  factors  reviewed  by  underwriters  during the loan  approval
process.  There can be no  assurance  that the  characteristics  of the Mortgage
Loans shown in the table, as well as the level of adherence or  non-adherence to
underwriting  standards,  are  representative  of all  of the  Seller-Originated
Loans.

Credit, Appraisal and Underwriting Policies -- Other Mortgage Loans

    Except in the case of  Loans-to-Facilitate  which are the  Seller-Originated
Loans, the Mortgage Loans were originated by or on behalf of or were acquired by
the  Depository  Institutions,  including  predecessors  in interest  (the "Loan
Originators").  See "DEPOSITORY  INSTITUTIONS" herein. The underwriting policies
or standards  employed by any particular  Loan  Originator in the origination or
purchase of the Mortgage Loans were not  necessarily  the same as those employed
by other Loan  Originators.  There can be no assurance  that the Mortgage  Loans
were   originated  or  acquired  in  all  cases  in  accordance  with  the  Loan
Originator's  underwriting  standards  then in  effect.  In the case of  certain
Depository  Institutions,  no reliable  materials  respecting  the  underwriting
policies  and  practices  of  their  respective  predecessors  in  interest  are
available  and no assurance can be given that the Mortgage  Loans  originated by
their predecessors in interest were originated in accordance with any particular
set of uniform underwriting policies or practices.

Assignment of Mortgage Loans

    At the time of  issuance  of the  Certificates,  the  Seller  will cause the
Mortgage  Loans to be assigned to the Trustee,  together  with all principal and
interest due on or with respect to such Mortgage Loans, other than (i) principal
and interest due on or before the Cut-Off Date (plus,  for Mortgage  Loans which
provide for payment of  interest  in advance of accrual  thereof  rather than in
arrears,  interest  due in the month  ending on the day  preceding  the  Cut-Off
Date), (ii) with respect to Simple Interest Loans, interest received on or prior
to the Cut-Off Date, and (iii)  Principal  Prepayments  (and principal  payments
with respect to Simple  Interest  Loans) received prior to the Cut-Off Date. The
Trustee,   concurrently   with  such   assignment,   will  execute  and  deliver
Certificates  evidencing the beneficial ownership interests in the Trust Fund to
the Seller in exchange for the Mortgage Loans and, within one Business Day after
the Closing Date,  the Seller will deposit into the Collection  Account  amounts
received  on or prior to the  Closing  Date that are  included  in the  payments
assigned to the Trustee.  Each  Mortgage  Loan will be  identified in a schedule
appearing as an exhibit to the Agreement  (the "Mortgage  Loan  Schedule").  The
Mortgage Loan Schedule will include, as to each Mortgage Loan, information as to
its  outstanding  principal  balance as of the close of  business on the Cut-Off
Date, as well as information respecting the interest rate, the scheduled monthly
(or other periodic) payment of principal and interest as of the Cut-Off Date and
the maturity  date of each Note. In addition,  on the Closing  Date,  the Seller
will  deposit  with the Trustee an amount  equal to four days of interest at the
applicable  Pass-Through  Rate on the Floating Rate  Certificates,  which amount
will be  distributed  to the Holders of the Floating  Rate  Certificates  on the
first Distribution Date.

    In  addition,  the Seller will,  as to each  Mortgage  Loan,  deliver to the
Trustee:  (i) the Note,  endorsed to the order of the Trustee without  recourse;
(ii) the Mortgage and an executed  assignment thereof in favor of the Trustee or
otherwise  as required by the  Agreement;  (iii) any  assumption,  modification,
written assurance or substitution agreements relating to the Mortgage Loan; (iv)
a  lender's  title  insurance  policy  (or  owner's  policy  in the  case  of an
Installment Contract),  together with its endorsements, or an attorney's opinion
of title issued as of the date of  origination  of the Mortgage Loan; (v) if the
assignment  of leases,  rents and  profits is  separate  from the  Mortgage,  an
executed  re-assignment  of  assignment  of  leases,  rents and  profits  to the
Trustee;  and (vi) such other  documents as may be  described  in the  Agreement
(such  documents  collectively,  the  "Mortgage  Loan File").  Unless  otherwise
expressly  permitted by the  Agreement,  all documents  included in the Mortgage
Loan File are to be original  executed  documents,  provided,  however,  that in
instances  where the original  recorded  Mortgage,  Mortgage  assignment  or any
document  necessary to assign the Seller's interest in Installment  Contracts to
the Trustee, as described in the Agreement,  has been retained by the applicable
jurisdiction  or has not yet been  returned  from  recordation,  the  Seller may
deliver a photocopy  thereof certified by the Seller to be the true and complete
copy of the original thereof submitted for recording.

    The Trustee will hold the Mortgage Loan File for each Mortgage Loan in trust
for the  benefit  of all  Certificateholders.  Pursuant  to the  Agreement,  the
Trustee is  obligated to review the Mortgage  Loan File for each  Mortgage  Loan
within a  specified  number of days  after the  execution  and  delivery  of the
Agreement.  If any  document is found by the  Trustee not to have been  properly
executed or received or to be unrelated to the Mortgage  Loan  identified in the
Agreement,  the Trustee  will  promptly  notify the  Seller.  The Seller will be
required,  at its option,  to cure such defect, to repurchase such Mortgage Loan
or to indemnify  against loss or expense  incurred by the Trust Fund that is the
result of such defect under the conditions  specified under "--  Representations
and Warranties" below.

Representations and Warranties

    In the  Agreement,  the Seller will represent and warrant among other things
that: (i) the  information set forth in the Mortgage Loan Schedule is correct in
all material respects;  (ii) immediately prior to the sale and assignment of the
Mortgage Loans to the Trustee,  the Seller was the sole owner and holder of each
Mortgage  Loan, the Seller has authority to sell each such Mortgage Loan and the
Seller is  transferring  each such Mortgage Loan free and clear of liens;  (iii)
the Mortgage Loan is covered by a title insurance policy and each such policy is
in full force and effect, or with respect to each Mortgage Loan not covered by a
title insurance policy,  there exists an attorney's opinion of title; (iv) as of
the Closing Date, each Mortgaged Property is free of material damage and in good
repair or, if  materially  damaged,  in addition to the  insurance  described in
clause (x) below,  such  Mortgaged  Property  is covered by a rent  interruption
policy;  (v) as of the  date of  issuance  of the  Certificates,  each  Mortgage
constituted a valid first lien (or in the case of certain of the Mortgage  Loans
for which the related  Mortgage  constituted a known junior lien, a junior lien)
on the related Mortgaged  Property (subject only to (a) the lien of current real
property  taxes and  assessments  not yet due, (b)  covenants,  conditions,  and
restrictions, rights of way, easements, and other matters of public record as of
the date of the recording of such Mortgage,  such exceptions appearing of record
and either  being  acceptable  to mortgage  lending  institutions  generally  or
specifically  referred to in the related title insurance policy or title opinion
and which do not  materially  and  adversely  affect the value of the  Mortgaged
Property,  and (c) other matters to which like  properties are commonly  subject
that do not materially  interfere with the benefits of the security  intended to
be provided by the Mortgage);  (vi) all taxes and governmental  assessments that
became due and owing prior to the date of initial  issuance of the  Certificates
in  respect of the  related  Mortgaged  Property  have been paid or an escrow of
funds in an amount sufficient to cover such payments has been established; (vii)
with respect to each Mortgage Loan as of the Cut-Off Date, all Monthly  Payments
due on or before June 1, 1994 have been made;  (viii) as of the Closing Date, no
Mortgaged  Property is affected by a Disqualifying  Condition;  (ix) there is no
proceeding  pending  for the  total or  partial  condemnation  of any  Mortgaged
Property;  (x) as of the Closing Date,  each Mortgaged  Property is insured by a
fire and extended perils  insurance  policy issued by a "qualified  insurer" (as
defined in the Agreement); (xi) each Note or the related Mortgage or Installment
Contract  contains  customary and  enforceable  provisions such as to render the
rights and remedies of the holder thereof  adequate for the realization  against
the Mortgaged  Property of the benefits of the  security;  (xii) with respect to
any  Mortgage  Loan which is secured  in whole or in part by the  interest  of a
Borrower under a ground lease of a Mortgaged Property,  among other things, such
ground lease (a) permits the encumbrance of the related  Mortgage and is in full
force and effect and (b) has an original term  (including any extension  option)
which  extends  not less than ten years  beyond the stated  term of the  related
Mortgage Loan; (xiii) with respect to certain Mortgage Loans, each such Mortgage
Loan is an  Eligible  Multifamily  Mortgage  Loan;  (xiv)  with  respect to each
Mortgage  Loan, the servicing  practices used by the related  originator and the
related  Depository  Institution  were  legal  and  prudent  and  met  customary
standards  utilized  by  mortgage  lenders;  and (xv)  each  Mortgage  Loan is a
"qualified  mortgage" in accordance  with the REMIC  provisions of the Code (see
"CERTAIN  FEDERAL INCOME TAX  CONSEQUENCES --  Qualification  as a REMIC").  The
Seller will also  represent  and warrant that the  Collateral  Agent will have a
valid and perfected first priority security interest in the Reserve Fund and all
assets held therein.

    A "Disqualifying Condition" is defined generally as a condition, existing as
a result of, or  arising  from,  the  presence  of  "Hazardous  Materials"  on a
Mortgaged  Property,  such  that  the  Mortgage  Loan  secured  by the  affected
Mortgaged Property would be ineligible,  solely by reason of such condition, for
purchase  by  FNMA  under  the  relevant   provisions   of  FNMA's   Multifamily
Seller/Servicer  Guide in  effect  as of the  date of  initial  issuance  of the
Certificates,  including a condition that would constitute a material  violation
of  applicable  federal,  state or local law in effect as of the date of initial
issuance of the Certificates,  provided that the presence of lead-based paint in
a  multifamily  structure  that is part of a Mortgaged  Property  located in Los
Angeles  County,  California  will not, by itself,  constitute  a  Disqualifying
Condition.

    Upon the discovery or notice of a breach of any of such  representations  or
warranties  (other than the  representations  and  warranties  described  in the
preceding  clauses  (viii),  (xii)(b),  (xiii) and (xv))  which  materially  and
adversely affects the interests of the Certificateholders, or, in the event that
the Trustee discovers  defective  documentation in a Mortgage Loan File, and if,
as more fully set forth in the Agreement, there is a connection between any loss
incurred and the breached representation or warranty or defective documentation,
the Seller will either cure the breach,  indemnify  the Trust Fund  against loss
or,  at the  Seller's  option,  repurchase  the  related  Mortgage  Loan  in the
circumstances  described below.  For purposes of the foregoing,  a breach of any
such  representation  shall  conclusively  be deemed to materially and adversely
affect the interests of the Certificateholders if a loss or expense is incurred.
To the  extent of any such  indemnification  payments  made by the  Seller,  the
Seller  will be  subrogated  to the  rights  of the  Trust  Fund to any  amounts
recovered on the related  Mortgage  Loan in excess of the  principal  balance of
such  Mortgage Loan  together  with accrued and unpaid  interest  thereon at the
applicable  Mortgage Loan interest rate, as described in the  Agreement.  In the
event that any  litigation  is  commenced  which  alleges  facts  which,  in the
judgment  of the  Seller,  could  constitute  a  breach  of any of the  Seller's
representations  and warranties  relating to the Mortgage Loans,  the Seller has
reserved  the  right,  under the  Agreement,  to  conduct  the  defense  of such
litigation at its expense.

    In the event of a breach of the  representation  and  warranty  described in
clause (viii) of the third preceding paragraph,  the Seller will, at the request
of the Master  Servicer  or Special  Servicer,  either  cure such  Disqualifying
Condition  within 90 days of the  Seller's  receipt of notice of such request or
repurchase the affected  Mortgage Loan provided that (i) the Mortgage Loan is at
least 60 days delinquent and the Special Servicer has not completed  foreclosure
proceedings or accepted a deed in lieu of foreclosure,  (ii) the Master Servicer
or  Special  Servicer  has  delivered  to the  Seller  a phase  I  environmental
assessment  meeting the  requirements  of the FNMA  Multifamily  Seller/Servicer
Guide and indicating the presence of a Disqualifying Condition and (iii) each of
the  Master   Servicer  and  the  Special   Servicer  have  provided  a  written
certification  to the Seller to the effect that it has acted in compliance  with
the  servicing  standard set forth in the  Agreement and has not, by any action,
created, caused or contributed to, a Disqualifying  Condition. In the event of a
breach of the  representation  and warranty  described in clause (xii)(b) of the
third preceding  paragraph,  if such breach would result in the related Mortgage
Loan failing to meet the  conditions and  requirements  for inclusion in a trust
set forth in the Exemption (as defined herein under "ERISA  CONSIDERATIONS")  or
in the event of a breach of the  representation and warranty described in clause
(xiii) or (xv) of the third  preceding  paragraph,  the Seller  will either cure
such breach or repurchase  the Mortgage Loan within 90 days of discovery of such
breach.

    The Seller will also  represent  and warrant  that as of the date of initial
issuance of the  Certificates,  the Seller has no  intention to foreclose on the
Mortgaged  Property  securing  any Mortgage  Loan and has no knowledge  that any
Mortgage Loan will not be paid in full.  With respect to any Mortgage Loan as to
which the Seller has breached such  representation and warranty,  on or prior to
the date on which the Trust Fund would otherwise  acquire the related  Mortgaged
Property  by  foreclosure  or  deed  in lieu of  foreclosure,  the  Seller  will
repurchase  such Mortgage Loan,  unless the Seller has provided the Trustee with
an opinion of counsel that such Mortgaged Property would qualify as "foreclosure
property" within the meaning of Code Section 860G(a)(8).

    The RTC,  with  respect to Mortgage  Loans for which it is not acting in its
corporate   capacity  as  the  Seller,   will  guarantee  the  foregoing   cure,
indemnification  or repurchase  obligations of the Seller. The Assistant General
Counsel for  Securities  and  Finance of the RTC has opined that such  guarantee
will carry the full faith and credit of the United  States.  The proceeds of any
such  repurchase  or  indemnification  will be  deposited,  subject  to  certain
limitations  set  forth in the  Agreement,  into  the  Collection  Account.  The
obligations of the Seller described above constitute the sole remedies available
to the  Certificateholders or the Trustee for any such breach of representations
and warranties.  See "SPECIAL  CONSIDERATIONS  -- Troubled  Originators" and "--
Limited Information."

                         SERVICING OF THE MORTGAGE LOANS

The Master Servicer

    Midland Data Systems, Inc. (the "Master Servicer") is a Missouri corporation
established in 1990 as a corporate  joint venture  between DST Systems,  Inc., a
subsidiary of Kansas City Southern  Industries,  Inc.,  and Midland  Properties,
Inc.,  a privately  held real estate  management  and  consulting  firm based in
Kansas  City,  Missouri.  The  address of the Master  Servicer  is 2001  Shawnee
Mission Parkway,  Shawnee Mission,  Kansas 66205. The Master Servicer provides a
variety of services to the RTC including loan servicing,  system development and
assistance  with other  operational  needs.  As of August 31,  1994,  the Master
Servicer was  responsible  for servicing  approximately  10,700  commercial  and
multifamily  loans with an aggregate  principal  balance of  approximately  $5.5
billion, the collateral for which is located in 48 states. Of the loans serviced
by the Master Servicer,  approximately  6,100 loans with an aggregate  principal
balance  of  approximately   $2.5  billion  secure  commercial  and  multifamily
mortgage-backed securities.

     DST Systems,  Inc.  develops and  provides  proprietary  systems for mutual
funds,  corporate  stock  and  bond  recordkeeping,  investment  accounting  and
portfolio  management,  and other financial products and services.  DST Systems,
Inc. provides  shareholder  accounting  services and transaction  processing for
approximately   3,035  mutual  funds   representing   approximately  32  million
shareholder  accounts as of June 30, 1994.  Midland  Properties,  Inc.  provides
consulting,  asset management,  property  management and investment  services to
financial institutions, government agencies and private clients.

    The information set forth in the preceding paragraphs  concerning the Master
Servicer   has  been   provided  by  it.   Accordingly,   the  Seller  makes  no
representation as to the accuracy or completeness of such information.

    The Master  Servicer will be  responsible  for servicing the Mortgage  Loans
pursuant to the Agreement.  The Master Servicer has engaged the Seller on behalf
of each Depository Institution to subservice the Mortgage Loans on behalf of the
Master  Servicer until a date no later than November 1994,  subject to extension
as provided in the  sub-servicing  agreement  (with  respect to each  Depository
Institution,  the "Servicing Transfer Date"). The Master Servicer, however, will
remain fully responsible for the performance of such subservicer.

    With respect to any Mortgage Loan: (i) which has a balloon  payment which is
past due or any other  payment  which is more than 60 days past due;  (ii) as to
which the Borrower has entered into or consented to bankruptcy, appointment of a
receiver or conservator or a similar  insolvency or similar  proceeding,  or the
Borrower has become the subject of a decree or order for such a proceeding which
shall have remained in force  undischarged  or unstayed for a period of 60 days;
(iii)  as to which  the  Master  Servicer  shall  have  received  notice  of the
foreclosure or proposed foreclosure of any other lien on the Mortgaged Property;
(iv) as to which, in the judgment of the Master Servicer,  a payment default has
occurred  or is  reasonably  foreseeable  and is not  likely  to be cured by the
Borrower  within 60 days;  (v) as to which the  Borrower  admits in writing  its
inability  to pay its debts  generally  as they become due,  files a petition to
take advantage of any applicable insolvency or reorganization  statute, makes an
assignment for the benefit of its creditors,  or voluntarily suspends payment of
its  obligations;  or (vi) as to which the Mortgaged  Property has become an REO
Property,  and prior to  acceleration of any related Note or commencement of any
foreclosure or similar proceedings,  the Master Servicer will transfer servicing
responsibilities with respect to such Mortgage Loan to the Special Servicer, but
will  continue to receive  payments on such  Mortgage  Loan  (including  amounts
collected by the Special  Servicer) and to make  remittances and prepare certain
reports to the Trustee with respect to such Mortgage  Loan.  Four Mortgage Loans
having  an  aggregate  Scheduled  Principal  Balance  on  the  Cut-Off  Date  of
approximately $443,038,  representing 0.04% of the aggregate Scheduled Principal
Balance of the Mortgage Loans as of the Cut-Off Date, will be transferred to the
Special  Servicer on the Closing  Date,  if no Monthly  Payments are received on
such Mortgage Loans from the Cut-Off Date to the Closing Date, because they will
then have  payments more than 60 days past due. In addition,  79 Mortgage  Loans
having an aggregate  Scheduled  Principal Balance of approximately  $28,483,599,
representing 2.50% of the aggregate  Scheduled Principal Balance of the Mortgage
Loans as of the Cut-Off Date, are Matured Performing  Mortgage Loans and will be
transferred  to the Special  Servicer on the Closing Date.  Such Mortgage  Loans
serviced by the Special Servicer,  including REO Mortgage Loans, are referred to
herein as "Specially Serviced Mortgage Loans." The Master Servicer shall have no
responsibility  for the performance by the Special  Servicer of its duties under
the Agreement.

    To the extent any Mortgage Loan, in accordance with its original terms or as
modified in accordance  with the Agreement,  becomes a performing  Mortgage Loan
for at least  90 days,  the  Special  Servicer  will  return  servicing  of such
Mortgage Loan to the Master Servicer.

The Special Servicer

    Banc One Management and Consulting  Corporation,  an Ohio corporation  ("the
Special Servicer"),  will serve as Special Servicer and in such capacity will be
responsible for servicing the Specially  Serviced  Mortgage  Loans.  The Special
Servicer  is a  wholly-owned  subsidiary  of BANC ONE  CORPORATION.  The Special
Servicer's principal executive offices are located at 1717 Main Street,  Dallas,
Texas 75201.

    BANC ONE  CORPORATION is a bank holding  company with bank  subsidiaries  in
several states,  as well as non-bank  subsidiaries  engaged in mortgage banking,
finance,  leasing and other related businesses.  BANC ONE CORPORATION's bank and
non-bank  subsidiaries engage in lending and related activities in a substantial
part of the United  States.  To the extent that  assets  owned,  managed  and/or
serviced by the Special Servicer are of a type similar to the assets held by the
Trust Fund,  such assets  might,  depending  upon the  particular  circumstances
(including,  for  example,  the  location  of such  assets),  compete  with  the
Mortgaged Properties for tenants, purchasers, financing and the like.

    The Special Servicer is engaged in asset management, servicing, liquidation,
collection,   asset  valuation  and  consulting  and  related   activities  with
nonaffiliated companies and governmental entities, including the Federal Deposit
Insurance Corporation and Resolution Trust Corporation. The Special Servicer has
operating  offices in Dallas,  Texas,  and  Manchester,  New Hampshire;  and has
managed and serviced  assets in all fifty  states,  the District of Columbia and
Puerto Rico.

    As of June 30, 1994, the Special  Servicer was  responsible for managing and
servicing over 10,700 assets, consisting of loans, foreclosed real estate assets
and  other  assets  with a legal  balance  in  excess  of  $4,203,391,000.  Loan
concentrations  within the $4,059,946,000 loan portion of the portfolio included
commercial office buildings,  retail centers,  multifamily  projects and one- to
four-family properties.  Foreclosed real estate assets under management exceeded
$149,722,000  with  significant  concentrations  in land,  office  buildings and
retail centers.  Included among the contracts  serviced by the Special  Servicer
are the  Special  Servicer  contracts  for the RTC  Commercial  Mortgage  Backed
Certificates,  Series  1992-C6,  1992-C7 and 1993-C3.  Under RTC Series 1992-C6,
1992-C7  and  1993-C3,  the  Special  Servicer  managed  841 assets  aggregating
$423,368,000  as of June 30, 1994. The Special  Servicer is the Servicer for RTC
1993-N1 mortgage backed securitization transaction,  which, as of June 30, 1994,
consisted of 240 loans and one REO property,  with an aggregate legal balance of
$257,059,000.  As Servicer of the 1993-N1  portfolio,  the Special  Servicer has
been successful in collecting  $216,144,000  during the first eighteen months of
the contract, which has been sufficient to retire the certificates.  The Special
Servicer  provides asset servicing to Lehman Brothers as the Special Servicer of
the Structured  Asset  Securities  Corporation  Series 1993-C1  commercial  real
estate  loan  securitization   transaction  encompassing  59  loans  aggregating
$97,793,000 as of June 30, 1994. The Special  Servicer  provides  master/general
servicing under the FDIC Commercial Loan Servicing Center contract, encompassing
4,703 loans aggregating $1,557,573,000 as of June 30, 1994.

    Additionally,  during the first  quarter of 1994,  the Special  Servicer was
selected to provide  servicing for the RTC's Tax Exempt  Bond-Eastern  Portfolio
and to provide  master  servicing  to Lehman  Brothers on its  Structured  Asset
Securities Corporation Series 1994-C1 commercial real estate loan securitization
transaction.  As of June 30,  1994,  the  Servicer  managed  35 loans  totalling
$153,179,000  under the RTC Tax Exempt Bond  portfolio and 185 assets  totalling
$421,895,000 under the SASCO 1994-C1 transaction.

    In the third quarter of 1994,  the Special  Servicer was selected to provide
asset  servicing,  and has executed  closing  documents,  under three additional
asset management  contracts:  (i) general servicing for the FDIC's REMIC 1994-C1
encompassing  1,812 assets totalling  $764,600,000;  (ii) general  servicing for
Lehman Brothers' LB Mortgage Trust Multiclass Pass-Through Certificates,  Series
1992-M1  encompassing  485 loans  aggregating  $210,000,000;  and (iii)  general
servicing of a portfolio of 43 assets totalling $215,700,000.

    The information set forth in the preceding paragraphs concerning the Special
Servicer   has  been   provided  by  it.   Accordingly,   the  Seller  makes  no
representation as to the accuracy or completeness of such information.

Collection and Other Servicing Procedures

    The Master  Servicer  will make  reasonable  efforts to collect all payments
called for under the Mortgage  Loans and will,  consistent  with the  Agreement,
follow such collection procedures as it deems necessary or desirable. Consistent
with the above,  the Master Servicer or Special Servicer may, in its discretion,
waive any late payment or  assumption  charge or penalty  interest in connection
with late payment or assumption of a Mortgage Loan, and the Special Servicer may
extend the due dates for payments due on a Note.

    The Master Servicer will establish and maintain the Collection Account,  and
the Special  Servicer will establish and maintain the REO Account,  as described
under  "DESCRIPTION  OF THE  CERTIFICATES  --  Accounts."  With  respect  to any
Specially  Serviced  Mortgage Loan (other than an REO Mortgage Loan) as to which
the Borrower remains in possession of the Mortgaged Property,  the Borrower will
be instructed generally to remit all payments to the Master Servicer for deposit
in the  Collection  Account,  any  payments  received by it with respect to such
Mortgage  Loans.  With  respect to any  Mortgage  Loans as to which the  Special
Servicer  has,  directly or through its own agents or  independent  contractors,
taken over  possession  and  management of the  underlying  Mortgaged  Property,
whether through foreclosure or deed in lieu of foreclosure,  upon abandonment of
the Mortgaged  Property by the Borrower or  otherwise,  all payments on or other
receipts with respect to such Mortgage  Loan or the related  Mortgaged  Property
(including,  among  other  things,  rent,  Insurance  Proceeds  and  Liquidation
Proceeds)  will be  deposited in the REO Account.  Any payments  constituting  a
liquidation  of  all  or  a  material  part  of  such  Mortgage  Loan,  such  as
prepayments,  Insurance  Proceeds  and  Liquidation  Proceeds,  net of permitted
deductions,  including the right of the Special  Servicer to retain such amounts
as may be necessary for the proper operation,  management and maintenance of the
related Mortgaged Property, will promptly be remitted to the Master Servicer for
deposit in the  Collection  Account.  All other amounts will be deposited in the
REO Account and,  subject to permitted  deductions,  including  the right of the
Special  Servicer  to retain  such  amounts as may be  necessary  for the proper
operation,  management and maintenance of the related Mortgaged Property and the
payment of any federal, state or local income taxes related to the operation and
management of the Mortgaged  Property,  will be remitted to the Master  Servicer
for deposit into the Collection  Account.  The Special Servicer will be entitled
to contract with an  independent  contractor for the operation and management of
REO Property.  Fees owed to any such independent contractor will be payable from
amounts  on  deposit  in  the  Collection   Account  or,  if  such  amounts  are
insufficient, from amounts on deposit in the Reserve Fund.

    It is also expected that the Agreement will provide that the Master Servicer
establish  and maintain an escrow  account  (the "Escrow  Account") in which the
Master Servicer will be required to deposit amounts received from each Borrower,
if  required  by the  terms of the  related  Note,  for the  payment  of  taxes,
assessments, certain mortgage and hazard insurance premiums and other comparable
items.  The Special Servicer will be required to remit amounts received for such
purposes on Mortgage Loans serviced by it for deposit in the Escrow Account, and
will be entitled  to direct the Master  Servicer  to make  withdrawals  from the
Escrow  Account  as may be  required  for  servicing  of  such  Mortgage  Loans.
Withdrawals  from the Escrow  Account  may be made to effect  timely  payment of
taxes,  assessments,  mortgage  and  hazard  insurance  premiums,  to  refund to
Borrowers amounts determined to be overages, to remove amounts deposited therein
in error,  to pay interest to Borrowers  on balances in the Escrow  Account,  if
required,  to repair or otherwise protect the Mortgaged  Properties and to clear
and terminate such account.  The Master  Servicer will be entitled to all income
on the  funds in the  Escrow  Account  invested  in  Permitted  Investments  not
required to be paid to Borrowers under  applicable law. The Master Servicer will
be  responsible  for the  administration  of the Escrow  Account.  If amounts on
deposit in the Escrow Account are insufficient to pay any tax, insurance premium
or other  similar  item when due,  such item will be  payable  from  amounts  on
deposit  in  the  Collection   Account  or,  to  the  extent  such  amounts  are
insufficient,  from the Reserve  Fund.  If the  Reserve  Fund is  depleted,  the
Special  Servicer (in the case of an REO Mortgage  Loan) or the Master  Servicer
(in all other cases) will advance such item only to the extent that such advance
will be, in its judgment,  reasonably  recoverable  from related REO Property or
Mortgage Loan proceeds or payments. The Special Servicer or the Master Servicer,
as the case may be, will be  entitled to  reimbursement  of such  advance,  plus
interest thereon, from amounts subsequently deposited in the Collection Account,
as provided in the Agreement.

Insurance

    The Master  Servicer  will  maintain  or require  each  Borrower to maintain
insurance in accordance with the related Mortgage,  which generally will include
a standard  fire and hazard  insurance  policy with  extended  coverage.  To the
extent  required by the related  Mortgage,  the  coverage of each such  standard
hazard insurance policy will be in an amount that is not less than the lesser of
the full replacement cost of the improvements securing such Mortgage Loan or the
outstanding  principal  balance  owing on such  Mortgage  Loan.  If a  Mortgaged
Property is located at any time in a federally  designated  special flood hazard
area, the Master Servicer will also maintain or require the related  Borrower to
maintain  flood  insurance  in an  amount  equal  to the  lesser  of the  unpaid
principal balance of the related Mortgage Loan and the maximum amount obtainable
with respect to such Mortgage Loan. The cost of any such insurance maintained by
the Master  Servicer  will be an expense  of the Trust Fund  payable  out of the
Collection  Account.  The Special  Servicer will cause to be maintained fire and
hazard insurance with extended  coverage on each REO Property in an amount which
is at least  equal to the  greater  of (i) an amount  not less  than the  amount
necessary to avoid the  application of any coinsurance  clause  contained in the
related insurance policy and (ii) the replacement cost of the improvements which
are a part of such  property.  The cost of any such insurance with respect to an
REO  Property  will be an expense of the Trust  Fund  payable  out of amounts on
deposit in the related REO Account or, if such  amounts are  insufficient,  from
the  Collection  Account.  The Special  Servicer will maintain  flood  insurance
providing substantially the same coverage as described above on any REO Property
which is located in a  federally  designated  special  flood  hazard area at any
time.  The  Agreement  will  provide  that the Master  Servicer  and the Special
Servicer may satisfy their respective obligations to cause hazard policies to be
maintained by maintaining a master, or single interest blanket, insurance policy
insuring against losses on the Mortgage Loans or REO Properties, as the case may
be. The incremental cost of such insurance  allocable to any particular Mortgage
Loan,  if not borne by the  related  Borrower,  will be an  expense of the Trust
Fund.  Alternatively,  the Master Servicer and the Special  Servicer may satisfy
their respective obligations by maintaining,  at their expense, a blanket policy
(i.e.,  not a single interest or master policy)  insuring  against losses on the
Mortgage Loans or REO  Properties,  as the case may be. If such a blanket policy
contains a deductible  clause,  the Master Servicer or the Special Servicer,  as
the case may be, will be obligated to deposit in the Collection Account all sums
which would have been deposited therein but for such clause.

    In general,  the standard form of fire and hazard  extended  coverage policy
will cover  physical  damage to, or  destruction  of,  the  improvements  on the
Mortgaged Property caused by fire, lightning, explosion, smoke, windstorm, hail,
riot,  strike and civil  commotion,  subject to the  conditions  and  exclusions
particularized  in each policy.  Since the standard  hazard  insurance  policies
relating to the Mortgage Loans will be  underwritten  by different  insurers and
will cover Mortgaged  Properties  located in various states,  such policies will
not contain identical terms and conditions.  The most significant terms thereof,
however,  generally  will be  determined  by  state  law and  generally  will be
similar.  Most  such  policies  typically  will not cover  any  physical  damage
resulting  from  war,  revolution,   governmental  actions,   floods  and  other
water-related  causes,  earth movement  (including  earthquakes,  landslides and
mudflows), nuclear reaction, wet or dryrot, vermin, rodents, insects or domestic
animals,  theft and, in certain cases,  vandalism.  The foregoing list is merely
indicative  of  certain  kinds of  uninsured  risks  and is not  intended  to be
all-inclusive.  Any  losses  incurred  with  respect  to  Mortgage  Loans due to
uninsured  risks  (including  earthquakes,  mudflows and floods) or insufficient
hazard insurance proceeds could affect distributions to the Certificateholders.

    The  standard  hazard  insurance  policies  covering  Mortgaged   Properties
securing Mortgage Loans typically will contain a "coinsurance"  clause which, in
effect,  will require the insured at all times to carry insurance of a specified
percentage  (generally  80%  to  90%)  of  the  full  replacement  value  of the
dwellings,  structures and other improvements on the Mortgaged Property in order
to recover the full amount of any partial loss. If the insured's  coverage falls
below this  specified  percentage,  such clause will provide that the  insurer's
liability  in the event of partial  loss will not exceed the  greater of (i) the
actual  cash value (the  replacement  cost less  physical  depreciation)  of the
structures and other improvements  damaged or destroyed and (ii) such proportion
of the loss,  without  deduction  for  depreciation,  as the amount of insurance
carried bears to the specified  percentage of the full  replacement cost of such
dwellings, structures and other improvements.

    In  addition,  to the extent  required by the related  Mortgage,  the Master
Servicer  may  require  the  Borrower  to  maintain  other  forms  of  insurance
including, but not limited to, loss of rents endorsements, business interruption
insurance and comprehensive  public liability  insurance,  and the Agreement may
require the Special Servicer to maintain public liability insurance with respect
to any REO  Properties.  Any cost  incurred  by the Master  Servicer  or Special
Servicer in maintaining  any such  insurance  policy will be added to the amount
owing under the Mortgage  Loan where the terms of the  Mortgage  Loan so permit;
provided,  however,  that the  addition  of any such cost will not be taken into
account  for  purposes  of  calculating   the   distributions   to  be  made  to
Certificateholders.  Such costs may be recovered  by the Master  Servicer or the
Special Servicer from the Collection Account, with interest thereon, as provided
in the Agreement.

    No pool insurance policy, special hazard insurance policy,  bankruptcy bond,
repurchase  bond or  certificate  guarantee  insurance  will be maintained  with
respect to the Mortgage Loans.

Fidelity Bonds and Errors and Omissions Insurance

    The  Agreement  requires  that  both the  Master  Servicer  and the  Special
Servicer  obtain  and  maintain  in effect a fidelity  bond or  similar  form of
insurance  coverage  (which may provide  blanket  coverage)  or any  combination
thereof  insuring against loss occasioned by fraud,  theft or other  intentional
misconduct  of the  officers,  employees  and agents of the Master  Servicer  or
Special  Servicer,  as applicable.  The Agreement will allow the Master Servicer
and the Special  Servicer to self-insure  against loss  occasioned by the errors
and  omissions of the officers,  employees and agents of the Master  Servicer or
the Special  Servicer,  as applicable,  so long as certain criteria set forth in
the Agreement are met.

Servicing Compensation and Payment of Expenses

    The Master  Servicer's  principal  compensation for its activities under the
Agreement  will come from the payment to it or  retention by it, with respect to
each Mortgage Loan, of the Servicing Fee (as defined below). Since the aggregate
unpaid principal balance of the Mortgage Loans will generally decline over time,
the Master Servicer's  servicing  compensation  will ordinarily  decrease as the
Mortgage Loans amortize.

    The "Servicing Fee," including the Reserved Amount (as defined below),  with
respect to each  Mortgage  Loan and for any Due  Period,  is an amount  equal to
thirty  days'  interest  (or,  in the event of any  payment  of  interest  which
accompanies  a Principal  Prepayment  made by the  Borrower,  interest  for such
number  of days  from  the  preceding  Due  Date to the  date of such  Principal
Prepayment),  calculated  on the basis of a 360-day  year  consisting  of twelve
30-day months,  at the Servicing Fee Rate on the Scheduled  Principal Balance of
such Mortgage Loan immediately prior to the application of the principal portion
of the Monthly Payment due on the Due Date in such Due Period. The Servicing Fee
Rate,  with  respect  to each  Mortgage  Loan other  than a  Specially  Serviced
Mortgage  Loan,  is a rate equal to  approximately  0.175%  per annum and,  with
respect  to  each  Specially   Serviced  Mortgage  Loan,  is  a  rate  equal  to
approximately 0.171% per annum;  provided,  however, that for so long as Midland
Data Systems,  Inc. is the Master  Servicer,  the fees  described  above will be
0.117% per annum and 0.113% per annum, respectively.  A portion of the Servicing
Fee includes 0.05% per annum of the then unpaid principal balance of each of the
Mortgage Loans (the "Reserved Amount") which the Master Servicer will use to pay
certain ongoing  expenses  associated with the Mortgage Loans and incurred by it
in  connection  with its  responsibilities  under the  Agreement,  including the
annual fees of the Trustee and the Collateral Agent, ongoing fees payable to the
Rating  Agencies  and  certain  other  expenses  of the Trust  Fund.  The Master
Servicer will be entitled to reimbursement  from the Collection  Account and, if
necessary,  from the Reserve Fund for the amount by which such  expenses  exceed
the Reserved Amount.

    In addition,  the Master Servicer will be entitled to receive, as additional
compensation, late fees and certain other fees collected from any Borrower other
than with  respect to Specially  Serviced  Mortgage  Loans,  and any interest or
other  income  earned  on  funds  deposited  in  the  Collection  Account,   the
Distribution  Account  and,  except to the extent  such income is required to be
paid to the related Borrowers, the Escrow Account.

    Any portion of the Servicing Fee not payable to the Master  Servicer and not
representing  the Reserved Amount will  constitute  excess cash flow and will be
distributed  as part of the  Available  Distribution  Amount for the  applicable
Mortgage  Loan Group as described  under  "DESCRIPTION  OF THE  CERTIFICATES  --
Distribution -- Allocation Among Classes" herein.

    The Special Servicer's  principal  compensation for its activities under the
Agreement  will come from payment to it or retention by it, with respect to each
applicable  Mortgage Loan, of the Special Servicer Fee. The Special Servicer Fee
will include (x) a fee (the "Basic Fee") calculated at a rate equal to 0.25% per
annum on the Scheduled  Principal  Balance of each Specially  Serviced  Mortgage
Loan (or  0.175%  per annum for each  Specially  Serviced  Mortgage  Loan with a
Scheduled  Principal Balance equal to or greater than $10,000,000),  which Basic
Fee shall be payable  from the Reserve  Fund,  to the extent of funds  available
therein,  and (y) a fee (the  "Workout  Fee") equal to a fixed  percentage  (the
"Workout  Fee  Rate"),  varying  from  1.00% to 2.00%,  depending  on the unpaid
principal  balance of each Mortgage Loan as to which it is acting or at any time
acted as Special Servicer (including those for which servicing has been returned
to the Master  Servicer),  of net  collections  and net proceeds  received  with
respect to each such Mortgage Loan.

    Notwithstanding the foregoing,  the fixed percentage with respect to any net
Liquidation  Proceeds received in connection with a sale of REO Property or upon
a Final Recovery  Determination  for any Mortgage Loan will equal the product of
(a) the  otherwise  applicable  fixed  percentage  referred to in the  preceding
paragraph  and (b) a  fraction  the  numerator  of  which  is  equal  to the net
Liquidation Proceeds received (after payment of all other fees and reimbursement
of all advances and expenses with respect  thereto) and the denominator of which
is equal to the  unpaid  principal  balance  of the  related  Mortgage  Loan and
accrued and unpaid interest  thereon.  The Master Servicer and Special  Servicer
will each be entitled to receive its accrued  unpaid  servicing  fees out of net
Liquidation  Proceeds  prior to  application  of such  proceeds to reduce unpaid
principal and interest on the related Mortgage Loan.

    The Special  Servicer will remit  payments with respect to any  modification
fees payable by Borrowers in accordance  with the Special  Servicer's  customary
servicing  practices and late fees,  Prepayment  Premiums and certain other fees
collected from any Borrower for Specially  Serviced Mortgage Loans to the Master
Servicer for deposit in the Collection Account.

Advances

    Neither the Master  Servicer nor the Special  Servicer  will be obligated to
make any  advances  with  respect  to  delinquent  Monthly  Payments  or Balloon
Payments on Mortgage Loans; instead, advances with respect to delinquent Monthly
Payments  (and in the case of Simple  Interest  Loans,  delinquent  payments  of
interest only),  Assumed Scheduled  Payments (in the case of delinquent  Balloon
Mortgage Loans) and Assumed Monthly Payments (in the case of Discounted Mortgage
Loans) will be made in the form of  withdrawals  from the Reserve  Fund.  Taxes,
insurance premiums and Property Protection Expenses will be payable from amounts
on  deposit  in the  Collection  Account  or, to the  extent  such  amounts  are
insufficient,  from the Reserve  Fund.  In the event that amounts in the Reserve
Fund are depleted, (i) neither the Master Servicer nor the Special Servicer will
be obligated to make advances  with respect to delinquent or defaulted  Mortgage
Loans and (ii) taxes,  insurance premiums and Property  Protection Expenses will
be paid from  advances by the Master  Servicer or the Special  Servicer (in each
case as required  with respect to Mortgage  Loans  serviced by it) to the extent
that such  advances  are,  in the  judgment  of the Master  Servicer  or Special
Servicer,  as  applicable,  reasonably  recoverable  from  future  payments  and
collections  on  the  related  Mortgage  Loans,   out  of  Insurance   Proceeds,
Liquidation Proceeds or otherwise.  The Master Servicer and the Special Servicer
will be entitled to be reimbursed for any such advances,  plus interest thereon,
from amounts on deposit in the Collection Account, as provided in the Agreement.
The Trustee is not obligated to make any advances.

Senior Lien Advances

    Neither the Master  Servicer nor the Special  Servicer will make Senior Lien
Advances  in respect of the  Mortgage  Loans  from its own  funds.  However,  in
accordance with the servicing standard  specified in the Agreement,  the Special
Servicer  will cause the Trustee to apply  funds from the  Reserve  Fund to make
Senior Lien  Advances  with  respect to  delinquent  payments of  principal  and
interest (or other  charges) on mortgage loans senior to the Mortgage Loans that
have not been previously  advanced,  or to satisfy in full such senior liens, to
the extent the  Special  Servicer  determines  that to do so would  result in an
increase in the amount of Liquidation  Proceeds ultimately  distributable to the
Certificateholders.  Amounts  recovered as Liquidation  Proceeds with respect to
the related  Mortgage  Loans will be  reimbursed  to the  Reserve  Fund prior to
application of such Liquidation Proceeds to pay principal of and interest on the
Certificates.

Modifications, Waivers and Amendments

    In the Agreement,  the Master Servicer or the Special Servicer will have the
discretion, subject to certain conditions set forth therein, to modify, waive or
amend  certain of the terms of any  Mortgage  Loan  without  the  consent of the
Trustee or any Certificateholder.  Only the Special Servicer will be entitled to
modify the payment  terms of a Mortgage  Loan,  except that the Master  Servicer
will be entitled  to modify the  remaining  amortization  schedule of a Mortgage
Loan  in  connection  with  a  principal  prepayment  in  certain  circumstances
permitted  under the  Agreement  or to provide for a new index when the original
index is no longer available.  In addition, the Master Servicer,  subject to the
terms and conditions of the Agreement, will undertake to (i) extend the maturity
date of 142 Balloon Mortgage Loans secured by multifamily  Mortgaged  Properties
located  in  Los  Angeles  County,   California  and  constructed  before  1978,
representing 6.23% of the aggregate  Scheduled Principal Balance of the Mortgage
Loans as of the Cut-Off Date, to the end of their original  amortization  terms,
thereby making such Mortgage Loans fully  amortizing and (ii) modify 62 Mortgage
Loans originated by Western Federal Savings and Loan  Association,  representing
3.65% of the aggregate  Scheduled  Principal Balance of the Mortgage Loans as of
the Cut-Off  Date,  which  currently  provide for the next  adjustment  of their
related Monthly  Payments to be calculated so as to fully amortize such Mortgage
Loans over their  remaining  terms to maturity (which could be as little as five
years),  to  instead  provide  for  these  fully-amortizing  adjustments  to  be
calculated over the remaining amortization terms of such Mortgage Loans. Subject
to the terms and  conditions set forth in the  Agreement,  the Special  Servicer
will have the power to forgive  permanently the payment of principal or interest
or both and retains broad flexibility to negotiate the terms of a Mortgage Loan,
including,  without  limitation,  reductions,  increases or substitutions in the
collateral securing a Mortgage Loan, in connection with any modification, waiver
or amendment thereof. However, the Special Servicer will use its best efforts to
modify (i) a Group 2 or Group 4  Mortgage  Loan to provide  for  calculation  of
interest at a fixed rate and (ii) a Group 1 or Group 3 Mortgage  Loan to provide
for calculation of interest at a rate based upon LIBOR.

    The Special  Servicer may, with respect to any Specially  Serviced  Mortgage
Loan,  subject to the terms and conditions  set forth in the Agreement,  some of
which are  described  below,  modify,  waive or amend the terms of such Mortgage
Loans if the Special Servicer determines that a material default has occurred or
a payment  default  has  occurred  or is  reasonably  foreseeable.  The  Special
Servicer  may  extend the  maturity  date of such  Mortgage  Loan to a date (the
"Optimal  Wind-Down  Date") not later than the earlier of (i) two years prior to
the Final Scheduled  Distribution  Date or (ii) if such Mortgage Loan is secured
by a Mortgage on a leasehold  estate,  the date occurring ten years prior to the
termination of such leasehold  estate.  In connection  with any such  extension,
subject to the  availability  of net operating  income of the related  Mortgaged
Property  sufficient  to support the  resulting  payment,  (i) in the case of an
adjustable rate Group 2 or Group 4 Mortgage Loan, the Special Servicer generally
will set the Floor  Interest Rate, and in the case of a fixed rate Mortgage Loan
in Mortgage  Loan Group 2 or 4, the  Mortgage  Interest  Rate,  on the  extended
Mortgage Loan at no lower than the highest of (a) 8.375% per annum, (b) the then
currently  available fixed mortgage interest rate for commercial  mortgage loans
of similar quality and (c) the Net Mortgage Interest Rate for such Mortgage Loan
plus the maximum  Servicing  Fee Rate and (ii) in the case of a Mortgage Loan in
Mortgage Loan Group 1 or 3, the Special  Servicer  generally  will set the Floor
Interest  Rate on the extended  Mortgage Loan to an  adjustable  rate,  adjusted
monthly,  which  can be no lower  than  the  higher  of (a) the  then  currently
available  LIBOR-based  adjustable  mortgage interest rate for commercial and/or
multifamily  residential  mortgage  loans  of  similar  quality  and (b) the Net
Mortgage  Interest Rate for such  Mortgage  Loan plus the maximum  Servicing Fee
Rate,  and  subject to a cap no lower than  13.175%  per annum.  Interest on any
extended  Mortgage  Loan  will be  calculated  on the  basis of a  360-day  year
consisting of twelve 30-day months.  To the extent that the net operating income
of the related Mortgaged  Property  (together with such other sources of payment
as the Special  Servicer  determines are  acceptable  therefor) is sufficient to
support  Monthly  Payments  which will  amortize  the  Mortgage  Loan on a level
payment  basis to the  rescheduled  maturity  date,  the Special  Servicer  will
require that Monthly  Payments be made in such amounts.  If the Special Servicer
determines  that net  operating  income will not be so  sufficient,  the Special
Servicer  will either agree to a schedule of Monthly  Payments  that would fully
amortize the Mortgage Loan by the Optimal  Wind-Down Date after  providing for a
Balloon Payment at the rescheduled  maturity date or reduce the Monthly Payments
on any Specially  Serviced Mortgage Loan to a level that can be supported by net
operating  income (either by reducing the Mortgage  Interest Rate or the Payment
Rate thereof,  reducing the principal  payment component of the Monthly Payments
or a combination  thereof),  whether or not the maturity  date is extended.  Any
Mortgage  Loan  which has been  modified  as  described  and which has  become a
Discounted  Mortgage  Loan under the  Agreement  will  result in a draw from the
Reserve  Fund  if  funds  therein  are  available  therefor  and  an  additional
distribution in reduction of the Certificate  Principal Amount of the applicable
Class or Classes of Offered  Certificates.  See "DESCRIPTION OF THE CERTIFICATES
- -- Distributions" and "-- Reserve Fund."

    Except for the extension of maturity  dates of Matured  Performing  Mortgage
Loans  (as  described  below),  the  Special  Servicer  will  not  agree  to any
modification, waiver or amendment of the payment terms of a Mortgage Loan unless
the Special Servicer has determined that such modification,  waiver or amendment
is reasonably likely to produce a greater recovery on a present value basis than
liquidation  of the Mortgage Loan.  Prior to agreeing to any such  modification,
waiver or amendment,  the Special Servicer will give notice thereof to the owner
of the Reserve Fund who will have the right to veto such decision of the Special
Servicer.

    With respect to each Matured Performing  Mortgage Loan, subject to the terms
and conditions set forth in the  Agreement,  the Seller or the Special  Servicer
will  undertake  to modify  the  terms of such  Mortgage  Loan in the  following
manner.  In the case of any Matured  Performing  Mortgage Loan that provides for
payments of interest  only,  the  maturity  date of such  Mortgage  Loan will be
extended to a date five years from the Cut-Off Date,  the related  Borrower will
continue to pay interest  only until such date and the entire  unpaid  principal
balance of such Mortgage Loan will be due on such date. In the case of any other
Matured  Performing  Mortgage Loan, the maturity date of such Mortgage Loan will
be extended to the date on which the final payment of principal  would have been
due  under the  original  amortization  terms if it had been a fully  amortizing
Mortgage  Loan rather than a Balloon  Mortgage  Loan,  and the unpaid  principal
balance of such Mortgage Loan as of the Cut-Off Date will be fully  amortized in
accordance with such amortization terms.

Evidence of Compliance

    The Agreement will provide that each of the Master  Servicer and the Special
Servicer, at its expense, will cause a firm of independent public accountants to
furnish to the Trustee, annually on or before a date specified in the Agreement,
a statement as to compliance by the Master Servicer or the Special Servicer,  as
applicable, with the Agreement.

    In addition, the Agreement will provide that each of the Master Servicer and
the Special  Servicer will deliver to the Trustee,  annually on or before a date
specified in the Agreement, a statement signed by an officer to the effect that,
based on a review of its activities  during the preceding  calendar year, to the
best of such officer's  knowledge,  the Master Servicer or the Special Servicer,
as applicable, has fulfilled its obligations under the Agreement throughout such
year or, if there has been a default in the fulfillment of any such  obligation,
specifying each such default and the nature and status thereof.

Certain Matters With Respect to the Master Servicer and the Special Servicer

    The Agreement  will also provide that none of the Master  Servicer,  Special
Servicer or any of their  respective  directors,  officers,  employees or agents
will be under any liability to the Trust Fund or the  Certificateholders for any
action taken,  or for  refraining  from the taking of any action,  in good faith
pursuant to the Agreement,  or for errors in judgment;  provided,  however, that
neither  the Master  Servicer  or Special  Servicer  nor any such person will be
protected against any breach of representations or warranties made by the Master
Servicer or the Special Servicer,  as the case may be, in the Agreement,  or any
liability that would otherwise be imposed by reason of willful misfeasance,  bad
faith,  or negligence in the  performance of its duties or by reason of reckless
disregard of its obligations and duties  thereunder.  The Agreement will further
provide  that  the  Master  Servicer  and  Special  Servicer,  and any of  their
respective  directors,  officers,  employees  or  agents  shall be  entitled  to
indemnification  by the Trust Fund and will be held  harmless  against any loss,
liability or expense  incurred in connection  with any legal action  relating to
the  Agreement or the  Certificates,  other than any loss,  liability or expense
incurred (i) by reason of willful  misfeasance,  bad faith or  negligence in the
performance  of duties or by reason of reckless  disregard  of  obligations  and
duties  thereunder  or (ii) in  certain  other  circumstances  specified  in the
Agreement.  Any loss  resulting  from such  indemnification  will reduce amounts
distributable  to  Certificateholders   and  will  be  borne  pro  rata  by  all
Certificateholders  without  regard to  subordination,  if any,  of one Class to
another.

Events of Default

    Events of default  (each,  an "Event of Default") with respect to the Master
Servicer or the Special  Servicer under the Agreement  will include:  (i) in the
case of the Master Servicer,  any failure by the Master Servicer to remit to the
Trustee  for  deposit  in  the   Distribution   Account  for   distribution   to
Certificateholders  any payment required to be made by the Master Servicer under
the terms of the  Agreement  at least  one  Business  Day  prior to the  related
Distribution Date; (ii) in the case of the Special Servicer,  any failure by the
Special  Servicer to remit to the Master  Servicer for deposit in the Collection
Account any  remittance  required to be made by the Special  Servicer on the day
such remittance is required to be made under the Agreement; (iii) any failure on
the part of the Master  Servicer or Special  Servicer,  as  applicable,  duly to
observe  or  perform  in any  material  respect  any other of the  covenants  or
agreements  on the part of the  Master  Servicer  or the  Special  Servicer,  as
applicable,  which failure  continues  unremedied  for a period of 90 days after
written  notice of such  failure  has been given to the Master  Servicer  or the
Special Servicer,  as applicable;  (iv) the entering against the Master Servicer
or the Special Servicer, as applicable,  of a decree or order of a court, agency
or  supervisory  authority for the  appointment  of a conservator or receiver or
liquidator in any insolvency,  readjustment  of debt,  marshalling of assets and
liabilities or similar proceedings,  or for the winding-up or liquidation of its
affairs,  provided  that any such decree or order  shall have  remained in force
undischarged  or unstayed for a period of 60 days; (v) the consent by the Master
Servicer  or the  Special  Servicer,  as  applicable,  to the  appointment  of a
conservator  or  receiver  or  liquidator  or   liquidating   committee  in  any
insolvency,  readjustment  of  debt,  marshalling  of  assets  and  liabilities,
voluntary  liquidation  or  similar  proceedings  of or  relating  to the Master
Servicer or the Special  Servicer,  as  applicable,  or of or relating to all or
substantially all of its property; and (vi) the admission by the Master Servicer
or the Special Servicer,  as applicable,  in writing of its inability to pay its
debts  generally  as they become due,  the filing by the Master  Servicer or the
Special  Servicer,  as  applicable,  of a  petition  to  take  advantage  of any
applicable  insolvency or reorganization  statute or the making of an assignment
for the benefit of its creditors or the  voluntary  suspension of the payment of
its obligations.

    As long as an Event of Default remains unremedied,  the Trustee may, and (a)
at the  written  direction  of the Holders of  Certificates  (other than Class R
Certificates)  entitled  to at least  25% of the  aggregate  Voting  Rights  (as
defined  below)  of the  Certificates  of any  Class  in the case of an Event of
Default  described in clause (i) or (ii) above, (b) at the written  direction of
Holders of Certificates holding at least 25% of all of the Voting Rights, or (c)
in all cases of an Event of Default  described  in clauses  (iii)  through  (vi)
above,  shall terminate all of the rights and obligations of the Master Servicer
or  Special  Servicer,  as the case may be,  whereupon  the  Trustee  or another
successor  Master  Servicer or Special  Servicer  appointed  by the Trustee will
succeed to all authority and power of the Master  Servicer or Special  Servicer,
as applicable,  under the Agreement and will be entitled to similar compensation
arrangements.  "Voting  Rights"  means the  portion of the voting  rights of all
Certificates  that is allocated to any  Certificate in accordance with the terms
of the Agreement.

                  YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS

General

    The yield to maturity on any Class of Offered  Certificates will depend upon
the price paid by the  Certificateholder,  the related Pass-Through Rate and the
rate and  timing of the  repayment  of  principal  in  respect  of such  Offered
Certificates.  The yield to maturity on the Floating Rate  Certificates  will be
affected,  in  particular,  by the  levels of LIBOR.  The rate and timing of the
repayment of principal of the Offered  Certificates will be affected both by (x)
the rate of principal  payments  (particularly  Balloon Payments) on the related
Mortgage  Loans  including,  for  this  purpose,  unscheduled  payments  such as
prepayments by Borrowers and prepayments resulting from modifications,  defaults
or  liquidations  or  repurchases  due  to  certain  breaches  of  the  Seller's
representations  and warranties  and (y) the amount of interest  payments on the
Mortgage Loans which is available for  distribution  of principal on the Offered
Certificates.

    A portion of the Group 2 and Group 4 Mortgage  Loans bear  interest at fixed
rates.  The remaining  portion of the Group 2 and Group 4 Mortgage Loans and all
of the Group 1 and Group 3 Mortgage Loans are ARMs, the Mortgage  Interest Rates
of which are determined by reference to various Indexes. The Seller is not aware
of  any  relevant  publicly  available   statistics  that  set  forth  principal
prepayment  experience or prepayment  forecasts of  commercial  and  multifamily
residential  mortgage  loans over an extended  period of time,  especially  with
respect to commercial and  multifamily  residential  ARMs,  and, in the Seller's
judgment, the experience of the Depository  Institutions is insufficient to draw
any conclusions  with respect to the expected  prepayment  rates of the Mortgage
Loans.  The  rate of  principal  prepayments  with  respect  to  mortgage  loans
generally  has  fluctuated  in  recent  years.  As is the case with  fixed  rate
mortgage loans,  ARMs may be subject to a greater rate of principal  prepayments
in a  declining  interest  rate  environment,  particularly  ARMs  with  minimum
interest rate provisions.

    The rate of principal payments on the Offered  Certificates will be affected
by the  rate  of  principal  payments  (including  prepayments)  on the  related
Mortgage  Loans.  Generally,   prepayments  on  the  Mortgage  Loans  (including
prepayments   resulting  from   modifications,   defaults  or   liquidations  or
repurchases due to certain breaches of Seller's  representations and warranties)
will tend to shorten  the  weighted  average  lives of the Class A  Certificates
whereas delays in  liquidations  of defaulted  Mortgage Loans and  modifications
extending  the  maturity of Mortgage  Loans will tend to lengthen  the  weighted
average lives of the Class A Certificates. Such prepayments may affect the Class
B, Class C, Class D, Class E and Class F  Certificates  differently as described
below.  Any changes in weighted  average lives may adversely affect the yield to
Certificateholders.  Prepayments  resulting  in a  shortening  of such  weighted
average  lives may be made at a time of low  interest  rates when Holders may be
unable to reinvest such prepayments at Pass-Through Rates payable on the Offered
Certificates,  while  delays and  extensions  resulting in  lengthening  of such
weighted  average lives may occur at a time of high interest  rates when Holders
may have been able to reinvest payments received by them at higher rates.

    Principal   prepayments   may  be  influenced  by  a  variety  of  economic,
geographic,  demographic,  social,  tax, legal and other factors. In general, if
prevailing  interest  rates fall  significantly  below the interest rates on the
Mortgage Loans (and in particular  Mortgage  Loans with fixed Mortgage  Interest
Rates or with minimum  adjustable  Mortgage  Interest Rates that are higher than
prevailing  interest  rates),  the  Mortgage  Loans are  likely to be subject to
higher  prepayments  than if  prevailing  rates  remain at or above the interest
rates on such Mortgage  Loans.  Conversely,  if prevailing  interest  rates rise
significantly  above the Mortgage Interest Rates on the Mortgage Loans, the rate
of prepayment would be expected to decrease.  Other factors affecting prepayment
of  the  Mortgage  Loans  include  the   availability  of  credit  for  mortgage
refinancing,  changes in tax laws (including depreciation benefits),  changes in
Borrowers'  net  equity  in  the  Mortgaged  Properties,   servicing  decisions,
prevailing general economic conditions and the relative economic vitality of the
areas in which the Mortgaged  Properties are located,  the terms of the Mortgage
Loans  (for  example,  the  existence  of  due-on-sale  and   due-on-encumbrance
clauses),  the  quality  of  management  of the  Mortgaged  Properties  and  the
availability of other  opportunities for investment.  Some of the Mortgage Loans
may be prepaid at any time  without  penalty,  or provide  for small  prepayment
premiums or penalties  which are not  expected to be an  effective  deterrent to
prepayment.  Some of the Mortgage  Loans,  however,  continue to have prepayment
premiums or  penalties  which could be a deterrent  to  prepayments.  The Seller
makes no representation  as to the particular  factors that will affect the rate
of  prepayment  of the  Mortgage  Loans,  the  relative  importance  of any such
factors, the percentage of the principal balance of the Mortgage Loans that will
be paid as of any date or the overall rate of prepayments on the Mortgage Loans.
See  "DESCRIPTION OF THE MORTGAGE LOANS" herein.  Because the Mortgage Loans are
subject to  prepayment,  and  because  certain of the  Mortgage  Loans will have
remaining  terms to stated  maturity  that are  shorter  than  those  assumed in
calculating  the Final  Scheduled  Distribution  Date of the  Certificates,  the
Certificate  Principal  Amount of one or more Classes of the Certificates may be
reduced to zero prior to their Final Scheduled  Distribution  Date. In addition,
delinquencies   could  result  in   distributions   after  the  Final  Scheduled
Distribution Date of one or more Classes of the Certificates.  As a result,  the
Certificate  Principal  Amount of each Class of  Certificates  may be reduced to
zero  significantly  earlier  or  later  than  its  respective  Final  Scheduled
Distribution Date.

    The effective  yield to Holders of the Fixed Rate  Certificates  will differ
from the  yield  otherwise  produced  by the  applicable  Pass-Through  Rate and
purchase   prices  of  such   Certificates   because   principal   and  interest
distributions will not be payable to such Holders until at least the 25th day of
the month following the month of accrual (without any additional distribution of
interest or earnings thereon in respect of such delay).

    If the purchaser of an Offered Certificate  purchased at a discount from its
initial  Certificate  Principal  Amount  calculates  its  anticipated  yield  to
maturity  based on an assumed rate of payment of  principal  that is faster than
that actually experienced on such Certificate, the actual yield to maturity will
be lower than that so  calculated.  Conversely,  if the  purchaser of an Offered
Certificate  purchased at a premium calculates its anticipated yield to maturity
based on an  assumed  rate of  payment  of  principal  that is slower  than that
actually  experienced on such Certificate,  the actual yield to maturity will be
lower than that so calculated.

    The timing of changes in the rate of  prepayments  on the  related  Mortgage
Loans may significantly  affect an investor's actual yield to maturity,  even if
the  average  rate of  principal  payments  is  consistent  with  an  investor's
expectation.  In general,  the earlier a prepayment  of principal of the related
Mortgage Loans, the greater the effect on an investor's  yield to maturity.  The
effect on an investor's yield of principal  payments  occurring at a rate higher
(or  lower)  than  the  rate  anticipated  by the  investor  during  the  period
immediately following the issuance of the Offered Certificates may not be offset
by a subsequent  like decrease (or increase) in the rate of principal  payments.
An investor must make an independent  decision as to the appropriate  prepayment
scenario to be used in deciding whether to purchase the Offered Certificates.

    Investors  should  consider the risk that rapid rates of  prepayments on the
related  Mortgage  Loans,  and  therefore of  principal  payments on the Offered
Certificates, may coincide with periods of low prevailing interest rates. During
such periods,  the effective  interest  rates on securities in which an investor
may choose to reinvest amounts received as principal payments on such investor's
Offered  Certificate  may  be  lower  than  the  applicable  Pass-Through  Rate.
Conversely,  slow rates of prepayments on the Mortgage  Loans,  and therefore of
principal payments on the various Classes of Offered Certificates,  may coincide
with periods of high prevailing interest rates. During such periods,  the amount
of principal  payments  available to an investor for  reinvestment  at such high
prevailing interest rates may be relatively low.

Weighted Average Life of the Offered Certificates

    Weighted  average life refers to the average amount of time from the date of
issuance of a security  until each dollar of principal of such  security will be
repaid to the investor.  The weighted average lives of the Offered  Certificates
will be influenced by the rate at which principal payments (including  scheduled
payments,  principal  prepayments  and payments made pursuant to any  applicable
policies of insurance)  on the Mortgage  Loans are made.  Principal  payments on
Mortgage Loans may be in the form of scheduled  amortization or prepayments (for
this  purpose,  the term  "prepayment"  includes  prepayments  by Borrowers  and
prepayments resulting from modifications,  defaults,  repurchases due to certain
breaches of the Seller's  representations and warranties or other disposition of
the Mortgage  Loans).  Since all  principal  payments on the Mortgage  Loans are
initially directed to reduce the respective Certificate Principal Amounts of the
Class A Certificates (subject, in the case of the Multifamily  Certificates,  to
the  availability  of cash flow from Eligible  Multifamily  Mortgage  Loans) and
thereafter  the   Certificate   Principal   Amounts  of  the  other  Classes  of
Certificates in alphabetical order,  prepayments on the Mortgage Loans will have
a tendency to shorten the weighted  average  lives of the Class of  Certificates
currently entitled to receive principal payments by a disproportionately greater
amount than the weighted  average  lives of each Class of  Certificates  that is
subordinate thereto.

     In  contrast,  the excess of interest  due on the  Mortgage  Loans,  net of
servicing  compensation,  over  interest  due on the Offered  Certificates  will
generally  be applied to the Offered  Certificates  as  described  herein  under
"DESCRIPTION  OF THE  CERTIFICATES -- Allocation  Among  Classes."  Accordingly,
while the amount of such excess interest will generally be affected primarily by
changes in interest rates and the interest rate adjustment terms of the Mortgage
Loans,  and  accordingly  by the spread  between LIBOR and the current  Mortgage
Interest  Rate,  as  described  under   "DESCRIPTION  OF  THE   CERTIFICATES  --
Distributions -- Basis Risk" herein,  any payment  experience which would reduce
such excess  interest,  including  prepayments  (Mortgage  Loans  having  higher
interest  rates  being  expected  to  prepay  first)  and  Prepayment   Interest
Shortfalls,  will have a tendency to extend the  weighted  average  lives of the
Class B,  Class C,  Class D,  Class E and  Class F  Certificates  although  such
tendency  may  be  offset  to  some  extent  by  the  application  of  principal
prepayments to such Classes of  Certificates.  The level of such excess interest
will also be affected  by other  factors  described  under  "DESCRIPTION  OF THE
CERTIFICATES -- Distributions  -- Basis Risk" herein.  The weighted average life
of each such Class will also be influenced by delays  associated  with realizing
on  defaulted  Mortgage  Loans,  and by  extensions  given  in  connection  with
modifications  of Mortgage Loans.  Since a significant  number of Mortgage Loans
have Balloon  Payments due at maturity,  and because the ability of the Borrower
to make a Balloon  Payment  typically  will depend  upon its  ability  either to
refinance the loan or to sell the related  Mortgaged  Property,  there is a risk
that a number of Mortgage Loans having Balloon Payments may default at maturity,
or that the Special  Servicer may extend the maturity of such a Mortgage Loan in
connection with a workout. In the case of defaults,  recovery of proceeds may be
delayed by, among other things, bankruptcy of the Borrower or adverse conditions
in the market  where the  property  is located.  In order to minimize  losses on
Specially  Serviced  Mortgage Loans, the Special Servicer is given  considerable
flexibility under the Agreement to modify Mortgage Loans which are in default or
as to  which  default  is  reasonably  foreseeable.  Certificateholders  are not
entitled to receive  distributions  of Balloon  Payments  when due except to the
extent they are actually  received  (and  instead are  entitled  only to receive
certain Assumed  Scheduled  Payments until the related Mortgage Loan is modified
or  until  final  liquidation,   and  the  remaining  balance  upon  such  final
liquidation).  Consequently, any defaulted Balloon Payment or modification which
extends the maturity of a Mortgage Loan will tend to extend the weighted average
lives of the Class A Certificates and, to a lesser extent,  the weighted average
lives of other Classes of Offered  Certificates.  See "SERVICING OF THE MORTGAGE
LOANS -- Modifications, Waivers and Amendments" herein.

    Any  changes in  weighted  average  life may  adversely  affect the yield to
Certificateholders.  Prepayments  resulting  in a  shortening  of such  weighted
average  lives may be made at a time of low interest  rates when a Holder may be
unable  to  reinvest  the  resulting   payments  of  principal  on  its  Offered
Certificates  at a rate  comparable  to the  Pass-Through  Rate  payable on such
Offered Certificates,  while delays and extensions resulting in a lengthening of
such weighted  average  lives may occur at a time of high interest  rates when a
Holder may have been able to reinvest  principal  payments that would  otherwise
have been received by it at higher rates.

    In addition,  because the Class A-2C, Class B, Class C, Class D, Class E and
Class F Certificates  are being offered at a discount,  their  effective  yields
will  depend  to a  significant  extent  on the  rate at which  excess  interest
materializes and is applied to make distributions of principal in respect of the
applicable Classes of Certificates as described herein under "DESCRIPTION OF THE
CERTIFICATES -- Allocation Among Classes."

    The weighted average lives of the Offered Certificates may also be shortened
by the exercise of an optional termination right as described under "DESCRIPTION
OF THE CERTIFICATES -- Optional Termination" herein.

    Prepayments on mortgage loans are commonly measured by a prepayment standard
or model. The model used in this Prospectus in the tables below (the "Prepayment
Model" or "CPR")  represents an assumed constant rate of prepayments each month,
expressed as an annual rate, relative to the then outstanding  principal balance
of a pool of mortgage  loans for the life of such mortgage  loans.  CPR does not
purport to be either an historical  description of the prepayment  experience of
any pool of mortgage loans or a prediction of the anticipated rate of prepayment
of any  mortgage  loans,  including  the  Mortgage  Loans to be  included in the
Mortgage Pool.

    The  tables  of  Percentages  of  Initial   Certificate   Principal   Amount
Outstanding set forth on pages 88 through 93 (the "Declining  Balance  Tables"),
the tables set forth on pages 94 through 104 (the "Price/Yield  Tables") and the
tables set forth on pages 108 through 137 (the  "Loss/Yield  Tables")  have been
prepared  on the  basis  of the  "Mortgage  Loan  Assumptions,"  which  are  the
assumptions that the Mortgage Loans consist of 813 subgroups,  each treated as a
single  assumed  Mortgage  Loan.  Such  assumed  Mortgage  Loans were derived as
follows:

        1. First,  the  Mortgage  Loans were  sub-divided  into  commercial  and
    multifamily  groups and further  subdivided  into  subgroups  consisting  of
    Mortgage Loans with fixed interest rates,  ARMs and ARMs with Floor Interest
    Rates equal to or greater than  8.375%.  Within each such group as many as 6
    separate  groups were created for the  Mortgage  Loans based on a variety of
    assumed Mortgage  Interest Rate Indexes,  including (i) no Index in the case
    of Mortgage Loans assumed to have fixed interest rates, (ii) a cost-of-funds
    Index,  (iii) a one-year treasury Index,  (iv) a three-year  treasury Index,
    (v) a five-year  treasury  Index,  (vi) a prime  rate-based  Index and (vii)
    miscellaneous other Indexes.

        2. Second,  each such group of Mortgage  Loans in Mortgage Loan Groups 1
    and 3 was divided  into up to 9 subgroups  based on Balloon  Payment  terms,
    consisting  of  subgroups  of  Mortgage  Loans with (i) no Balloon  Payments
    (i.e.,  fully  amortizing),  including fully amortizing  Matured  Performing
    Mortgage Loans,  and Mortgage Loans with Balloon  Payments payable less than
    or equal to 12  months  prior to the end of their  amortization  term,  (ii)
    Balloon  Payments due within 12 months after the Cut-Off Date, (iii) Balloon
    Payments due between 13 and 24 months after the Cut-Off  Date,  (iv) Balloon
    Payments  due between 25 and 36 months after the Cut-Off  Date,  (v) Balloon
    Payments due between 37 and 48 months after the Cut-Off  Date,  (vi) Balloon
    Payments due between 49 and 60 months after the Cut-Off Date,  (vii) Balloon
    Payments  due  between  61 and 120 months  after the  Cut-Off  Date,  (viii)
    Balloon  Payments  due more than 120 months  after the Cut-Off Date and (ix)
    Balloon Payments due one or more months after the Cut-Off Date and which pay
    interest only until such Balloon Payment is due. Each such group of Mortgage
    Loans in  Mortgage  Loan  Groups 2 and 4 was  divided  as  described  in the
    preceding  sentence,  provided that Mortgage Loans in Mortgage Loan Groups 2
    and 4 with the  characteristics  described in clause (i) were not segregated
    in a  separate  group  but were  apportioned  among the  groups  of  Balloon
    Mortgage Loans described in the preceding clauses (ii) through (viii) on the
    basis of their remaining  terms to maturity.  Then each subgroup was further
    divided  on the  basis of  remaining  term to  maturity  or,  in the case of
    amortizing  Balloon Mortgage Loans,  amortization  term, in each case in the
    ranges set forth in the preceding clauses (ii) through (viii).  With respect
    to each interest only Matured  Performing  Mortgage  Loan, its maturity date
    was  extended  to a date five years  from the  Cut-Off  Date.  Based on such
    revised  maturity date, each such Mortgage Loan was grouped in the preceding
    clause (vi).  Then,  each subgroup  containing ARMs was further divided into
    two categories,  one category containing ARMs with various periodic Mortgage
    Interest Rate caps and the other  containing ARMs with no periodic  Mortgage
    Interest Rate caps. In addition,  each subgroup  containing ARMs was further
    divided  into two  categories,  one  category  containing  ARMs with various
    lifetime  Mortgage  Interest Rate caps and the other containing ARMs with no
    lifetime Mortgage Interest Rate caps and further  subdivided on the basis of
    (i) the number of months between  scheduled  periodic rate adjustment dates,
    (ii) the number of months from the Cut-Off Date to the first  periodic  rate
    adjustment  date  following  the  Cut-Off  Date,  (iii) the number of months
    between scheduled  periodic payment  adjustment dates and (iv) the number of
    months from the Cut-Off Date to the first periodic  payment  adjustment date
    following the Cut-Off  Date.  Finally,  the Mortgage  Interest Rate for each
    assumed Mortgage Loan was rounded down to the nearest percent and aggregated
    accordingly  (i.e., all Mortgage Loans with Mortgage Interest Rates of 6.00%
    to 6.99% were  aggregated  into a separate  subgroup).  The Group 1 Mortgage
    Loans were contained in a total of 175 separate  adjustable  rate subgroups,
    the Group 2 Mortgage  Loans were  contained in a total of 58 separate  fixed
    rate  subgroups  and 46  separate  adjustable  rate  subgroups,  the Group 3
    Mortgage  Loans were  contained in a total of 399 separate  adjustable  rate
    subgroups  and the Group 4 Mortgage  Loans were  contained  in a total of 94
    separate fixed rate subgroups and 41 separate adjustable rate subgroups.

        3.  Third,  each  subgroup  containing  Mortgage  Loans was treated as a
    single  assumed  Mortgage  Loan,  each such assumed  Mortgage  Loan having a
    principal  balance,  a mortgage interest rate, a remaining full amortization
    term, a remaining term to maturity, an interest rate adjustment frequency, a
    number of months to next  interest  rate  adjustment,  a payment  adjustment
    frequency,  a number of  months  to next  payment  adjustment,  a margin,  a
    periodic cap interest rate and a lifetime  floor  interest rate equal to the
    aggregate  Scheduled  Principal Balance,  weighted average Mortgage Interest
    Rate,  weighted average remaining full amortization  term,  weighted average
    remaining  term to  maturity,  weighted  average  interest  rate  adjustment
    frequency, weighted average months to next Adjustment Date, weighted average
    payment  adjustment  frequency,  weighted  average  number of months to next
    payment  adjustment,  weighted  average Margin,  weighted  average  periodic
    Mortgage  Interest  Rate  cap and  weighted  average  Floor  Interest  Rate,
    respectively, of the Mortgage Loans in the related subgroup.

    In addition,  it was assumed that:  (i) the Mortgage  Loans prepay  (without
prepayment penalties) at the indicated percentage of the CPR; (ii) distributions
on the  Offered  Certificates  are  received,  in cash,  on the 25th day of each
month, commencing in October 1994; (iii) servicing fees are payable with respect
to all Mortgage Loans at the rate of 0.117% per annum;  (iv) with respect to the
table  assuming  no  extensions,  that  no  defaults  or  delinquencies  in,  or
modifications, waivers or amendments respecting, the payment by the Borrowers of
principal  and  interest on the Mortgage  Loans  occur;  (v) with respect to the
tables assuming  extensions,  that with respect to the assumed Balloon  Mortgage
Loans (a)(1) in the case of the  tables  assuming  three  year  extensions,  the
maturity  dates of such Mortgage  Loans are extended on their  maturity dates to
the earlier of a date three years after their  original  maturity  dates and the
original  amortization term and (2) in the case of the tables assuming five year
extensions,  the  maturity  dates of such  Mortgage  Loans are extended on their
maturity dates to the earlier of a date five years after their original maturity
dates and the original amortization term, (b)(1) in  the case of the Group 2 and
Group 4 Mortgage  Loans,  such  extensions do not result in such Mortgage  Loans
becoming  Discounted  Mortgage  Loans  and  do  not  require  reductions  in the
Scheduled  Principal  Balances  thereof  and (2) in the case of the  Group 1 and
Group 3  Mortgage  Loans,  such  extensions  result in each such  Mortgage  Loan
becoming a Discounted Mortgage Loan and require a 25% reduction on the Scheduled
Principal Balance thereof and an immediate  withdrawal from the Reserve Fund, as
described  under  "DESCRIPTION  OF THE  CERTIFICATES  -- Reserve  Fund -- Credit
Draws," in an amount equal to the reduction in the Scheduled  Principal  Balance
thereof  (calculated  assuming that there are no other  recoveries in respect of
such Mortgage  Loan),  (c) in the case of ARMs,  their  Mortgage  Interest Rates
after  extension  are based on the same  indices,  margins,  caps and floors and
their Monthly  Payments are  calculated in the same manner as they were prior to
such  extension,  (d) in the case of fixed rate  Mortgage  Loans,  their Monthly
Payments  after  extension  are the same as they were  prior to  extension,  (e)
servicing  fees following  extension  continue to be payable at the same rate as
prior to extension,  and no Workout Fee is payable with respect  thereto and (f)
apart from the assumed extensions, there are no defaults or delinquencies in, or
modifications, waivers or amendments respecting, the payment by the Borrowers of
principal and interest on such Mortgage Loans;  (vi) the Mortgage  Interest Rate
stays  constant until the first  Adjustment  Date, if any, and then adjusts to a
Mortgage  Interest Rate equal to the applicable  Index for such assumed Mortgage
Loan as set forth below plus the  applicable  Margin for such  assumed  Mortgage
Loan, subject to the applicable Floor Interest Rates and Maximum Interest Rates;
(vii) LIBOR  equals  5.0625% and remains at that rate or adjusts as set forth in
the tables;  (viii) prepayments represent payment in full of individual Mortgage
Loans and are received on the respective Due Dates and include 30 days' interest
thereon;  (ix) there are no  repurchases  of  Mortgage  Loans;  (x) the  Offered
Certificates  are  purchased  on September  29, 1994;  (xi) no right of optional
termination  is exercised;  (xii) the Index for each assumed Group 1 and Group 3
Mortgage  Loan will  adjust  immediately  to 3.86% per annum in the case of ARMs
assumed to have a cost-of-funds  index, 5.87% for Mortgage Loans assumed to have
a one-year treasury index, 6.77% for Mortgage Loans assumed to have a three-year
treasury  index,  7.19% for Mortgage Loans assumed to have a five-year  treasury
index,  7.75% for Mortgage  Loans assumed to have a prime  rate-based  index and
5.0625% for Mortgage  Loans assumed to have  miscellaneous  other  indexes;  and
(xiii)  the Index for each  assumed  Group 2 and Group 4  Mortgage  Loan with an
adjustable Mortgage Interest Rate will adjust immediately to 5.39% per annum.

    The  Mortgage  Loan  Assumptions  are  expected  to  vary  from  the  actual
characteristics  of the Mortgage Loans.  Any such discrepancy may have an effect
upon the percentages of the initial  Certificate  Principal Amounts  outstanding
(and the weighted  average lives) of the Offered  Certificates  set forth in the
tables  below.  In  particular,  actual  prepayments  are not likely to occur at
constant  rates or at the  assumed  rates  and the terms of  extensions  are not
likely to be uniform,  and variations in prepayment  speeds and extension terms,
even if averaging to the same constant prepayment rate over time and to the same
weighted average extension term, may have different effects on the payment rates
of the Offered  Certificates.  Furthermore,  not all Balloon  Mortgage Loans are
expected  to  be  extended  or to be  extended  for  the  suggested  terms,  and
prepayments and extensions may apply  disproportionately  to Mortgage Loans with
different  Mortgage Interest Rates. To the extent fixed rate Mortgage Loans with
higher  Mortgage  Interest  Rates prepay at higher  rates or are  extended  less
frequently  or  for  shorter  terms,  the  excess  interest  available  to  make
distributions in reduction of the Certificate  Principal Amounts of the Class B,
Class C, Class D, Class E and Class F  Certificates  may be reduced  even at the
same constant prepayment rates. There can be no assurance as to the actual rates
of  prepayment  or  extension  of the  Mortgage  Loans  or as to  variations  in
applicable  interest rates.  There can be no assurance as to the actual rates of
prepayment or extension of the Mortgage  Loans or as to variations in applicable
interest rates.

    Furthermore,  the  Mortgage  Loan  Assumptions  vary to some degree from the
actual terms of the Offered  Certificates  and the  Agreement  in that:  (i) any
extension of a Mortgage Loan will occur only under  circumstances  in which such
Mortgage Loan has become a Specially Serviced Mortgage Loan subject to deduction
of a Workout Fee from all future Monthly Payments, except in the case of certain
Mortgage Loans whose  remaining  terms are to be extended by the Master Servicer
as  described  above under "SERVICING  OF THE  MORTGAGE  LOANS -- Modifications,
Waivers and Amendments; (ii) upon extension, and in contrast to the assumptions,
some of the Group 1 and Group 3 Mortgage Loans might not be Discounted  Mortgage
Loans and some of the Group 2 and Group 4  Mortgage  Loans  might be  Discounted
Mortgage  Loans,  depending upon the modified terms thereof;  (iii) the terms of
any extension  permitted  under the Agreement may require an increase or allow a
decrease  in the  Mortgage  Interest  Rate or the Monthly  Payment,  rather than
providing for  continuation of the same terms; and (iv) the actual servicing fee
available  for payment with respect to the Mortgage  Loans other than  Specially
Serviced  Mortgage  Loans is 0.175%  per  annum,  although  the  initial  Master
Servicer  will  receive a fee for such  Mortgage  Loans equal to that  described
above under the Mortgage Loan Assumptions.

     Based  on  the  Mortgage  Loan  Assumptions  and on  the  allocation  rules
described above under  "DESCRIPTION  OF THE  CERTIFICATES  --  Distributions  --
Allocation  Among  Classes," the Declining  Balance Tables indicate the weighted
average life of each Class of Offered Certificates and set forth the percentages
of the  initial  Certificate  Principal  Amount  of each such  Class of  Offered
Certificates  that would be outstanding after the Distribution Date in September
of each of the years indicated,  at various percentages of CPR and under various
LIBOR and years-of-extension scenarios. None of the indicated percentages of CPR
purports  to  be  an  historical  description  of  prepayment  experience  or  a
prediction of the anticipated  rate of prepayment of the Mortgage Loans included
in the  Mortgage  Pool.  Variations  in the  actual  prepayment  experience  and
extension  experience  and the balance of the Mortgage  Loans that prepay or are
extended  may  increase  or  decrease  the  percentage  of  initial  Certificate
Principal Amount (and weighted average life) shown in the following tables. Such
variations  may occur  even if the  average  prepayment  experience  of all such
Mortgage  Loans  equals  any of the  specified  percentages  of the  CPR and the
average  extension  experience  of all such  Mortgage  Loans  equals  any of the
specified years of extension. In addition, as described above under "DESCRIPTION
OF THE MORTGAGE  LOANS -- General," the Mortgage Loans may be subject to periods
of slower amortization or to negative  amortization,  in which case the weighted
average lives of the Offered  Certificates will be increased,  and to periods of
accelerated  amortization,  in which  case  the  weighted  average  lives of the
Offered Certificates will be decreased.

Percentage  of Initial  Certificate  Principal  Amount  Outstanding  at the
Respective Percentages of CPR Assuming Current LIBOR and Assuming No Extensions
<TABLE>
<CAPTION>

                     Class A-1                           Class A-2A                         Class A-2B            Class A-2C
                     ---------                        ---------------                    ---------------         -------------
       Date     0%    2%    4%    6%    8%    0%    2%    4%    6%    8%    0%    2%    4%    6%    8%    0%    2%    4%    6%    8%
       ----     --    --    --    --    --    --    --    --    --    --    --    --    --    --    --    --    --    --    --    --

<S>           <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>
Closing ....  100   100   100   100   100   100   100   100   100   100   100   100   100   100   100   100   100   100   100   100
Date
September ..   98    95    92    89    86    86    70    54    38    22   100   100   100   100   100   100   100   100   100   100
25, 1995
September ..   85    80    74    69    64    70    39     9     0     0   100   100   100    68    23   100   100   100   100   100
25, 1996
September ..   79    71    64    57    50    44     0     0     0     0   100   100    34     0     0   100   100   100    95    84
25, 1997
September ..   72    63    53    45    37     1     0     0     0     0   100    16     0     0     0   100   100    88    75    62
25, 1998
September ..   69    57    46    36    27     0     0     0     0     0     0     0     0     0     0    90    74    59    46    33
25, 1999
September ..   61    48    36    25    16     0     0     0     0     0     0     0     0     0     0    53    38    25    12     1
25, 2000
September ..   58    43    30    15     0     0     0     0     0     0     0     0     0     0     0    36    21     8     0     0
25, 2001
September ..   51    36    22     1     0     0     0     0     0     0     0     0     0     0     0    33    17     2     0     0
25, 2002
September ..   45    29    12     0     0     0     0     0     0     0     0     0     0     0     0    30    12     0     0     0
25, 2003
September ..   41    24     2     0     0     0     0     0     0     0     0     0     0     0     0    28     8     0     0     0
25, 2004
September ..   37    19     0     0     0     0     0     0     0     0     0     0     0     0     0    24     4     0     0     0
25, 2005
September ..   33    14     0     0     0     0     0     0     0     0     0     0     0     0     0    21     0     0     0     0
25, 2006
September ..   23     1     0     0     0     0     0     0     0     0     0     0     0     0     0    17     0     0     0     0
25, 2007
September ..   18     0     0     0     0     0     0     0     0     0     0     0     0     0     0     1     0     0     0     0
25, 2008
September ..   11     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0
25, 2009
September ..    3     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0
25, 2010
September ..    0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0
25, 2011
Weighted
average
 life ......  8.4   6.3   4.9   3.9   3.3   2.5   1.6   1.1   0.8   0.7   4.4   3.6   2.8   2.2   1.8   7.9   6.3   5.4   4.8   4.4
(years)(1)
</TABLE>

<TABLE>
<CAPTION>
                      Class A-3                            Class A-4                     Class B                   Class C
                  ---------------                      ---------------               ---------------             ------------
       Date     0%    2%    4%    6%    8%    0%    2%    4%    6%    8%    0%    2%    4%    6%    8%    0%    2%    4%    6%    8%
       ----     --    --    --    --    --    --    --    --    --    --    --    --    --    --    --    --    --    --    --    --

<S>           <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>
Closing ....  100   100   100   100   100   100   100   100   100   100   100   100   100   100   100   100   100   100   100   100
Date
September ..   93    92    90    89    87    49    39    30    20    11   100   100   100   100   100   100   100   100   100   100
25, 1995
September ..   88    85    79    73    67    15     0     0     0     0   100   100   100   100   100   100   100   100   100   100
25, 1996
September ..   79    70    62    54    47     0     0     0     0     0   100   100   100   100   100   100   100   100   100   100
25, 1997
September ..   61    51    42    33    25     0     0     0     0     0   100   100   100   100   100   100   100   100   100   100
25, 1998
September ..   38    29    19    11     3     0     0     0     0     0   100   100   100   100   100   100   100   100   100   100
25, 1999
September ..    0     0     0     0     0     0     0     0     0     0    37     0     0     0     0   100   100    81    64    49
25, 2000
September ..    0     0     0     0     0     0     0     0     0     0     0     0     0     0     0    97    76    58    42    21
25, 2001
September ..    0     0     0     0     0     0     0     0     0     0     0     0     0     0     0    78    57    39    24     0
25, 2002
September ..    0     0     0     0     0     0     0     0     0     0     0     0     0     0     0    60    40    23     0     0
25, 2003
September ..    0     0     0     0     0     0     0     0     0     0     0     0     0     0     0    53    32    15     0     0
25, 2004
September ..    0     0     0     0     0     0     0     0     0     0     0     0     0     0     0    44    23     0     0     0
25, 2005
September ..    0     0     0     0     0     0     0     0     0     0     0     0     0     0     0    29    13     0     0     0
25, 2006
September ..    0     0     0     0     0     0     0     0     0     0     0     0     0     0     0    15     1     0     0     0
25, 2007
September ..    0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     1     0     0     0     0
25, 2008
September ..    0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0
25, 2009
Weighted
average
 life ......  4.2   3.8   3.5   3.1   2.8   1.1   0.9   0.8   0.7   0.6   6.0   5.8   5.8   5.8   5.6   10.3  8.9   7.7   6.9   6.3
(years)(1)
</TABLE>

<TABLE>
<CAPTION>

                                                    Class D                        Class E                       Class F
                                                    -------                        -------                       -------
       Date                                   0%    2%    4%    6%    8%    0%    2%    4%    6%    8%    0%    2%    4%    6%    8%
- ------------------------------------------  ---   ---   ---   ---   ---   ---   ---   ---   ---   ---   ---   ---   ---   ---   ---
<S>                                         <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>
Closing Date .............................  100   100   100   100   100   100   100   100   100   100   100   100   100   100   100
September 25, 1995 .......................   95    95    95    96    96    94    94    94    94    94    90    90    90    90    90
September 25, 1996 .......................   91    91    91    91    92    87    87    88    88    88    79    79    80    80    81
September 25, 1997 .......................   86    86    87    88    88    81    81    82    83    84    68    69    71    72    73
September 25, 1998 .......................   81    82    83    84    85    74    76    77    78    80    58    60    62    64    66
September 25, 1999 .......................   77    78    80    81    83    69    71    73    75    76    48    51    55    58    61
September 25, 2000 .......................   73    75    77    79    81    63    66    69    71    74    40    44    49    53    57
September 25, 2001 .......................   70    73    75    77    79    59    63    66    69    71    33    38    43    48    53
September 25, 2002 .......................   67    70    72    75    54    55    59    62    66    69    26    32    38    44    49
September 25, 2003 .......................   63    67    70    61     4    50    55    59    63    66    18    25    32    39    44
September 25, 2004 .......................   60    63    67    25     0    45    50    55    60    46     9    18    26    33    40
September 25, 2005 .......................   56    60    58     0     0    40    46    51    51    25     *    10    20    28    34
September 25, 2006 .......................   51    56    22     0     0    34    41    47    29     5     0     2    13    21    29
September 25, 2007 .......................   47    53     0     0     0    28    35    33     5     0     0     0     5    15     0
September 25, 2008 .......................   42     0     0     0     0    21    29     2     0     0     0     0     0     0     0
September 25, 2009 .......................   17     0     0     0     0    14     1     0     0     0     0     0     0     0     0
September 25, 2010 .......................    0     0     0     0     0     *     0     0     0     0     0     0     0     0     0
September 25, 2011 .......................    0     0     0     0     0     0     0     0     0     0     0     0     0     0     0
Weighted average
 life (years)(1) .........................  10.3  10.1  9.3   8.1   7.2   8.7   9.1   9.1   8.8   8.3   5.2   5.7   6.3   7.0   7.3

<FN>
- ----------
 *  Indicates an amount above zero and less than 0.5% of the original aggregate
    Certificate Principal Amount is outstanding.

(1) The weighted  average life of an Offered  Certificate  is  determined by (i)
    multiplying the amount of each  distribution in reduction of the outstanding
    Certificate Principal Amount of such Certificate by the number of years from
    the date of issuance of the Offered Certificates to the related Distribution
    Date,  (ii)  adding the results  and (iii)  dividing  the sum by the initial
    Certificate Principal Amount of the Offered Certificate.
</FN>
</TABLE>




Percentage of Initial Certificate Principal Amount Outstanding at the Respective
Percentages of CPR Assuming Current LIBOR and Assuming 3-Year Balloon Extensions

<TABLE>
<CAPTION>

                   Class A-1                               Class A-2A               Class A-2B                Class A-2C
                   ---------                            ----------------          ----------------           -------------
<S>             <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>  <C>
Date            0%    2%    4%    6%    8%    0%    2%    4%    6%    8%    0%    2%    4%    6%    8%    0%    2%    4%    6%    8%
- ----            --    --    --    --    --    --    --    --    --    --    --    --    --    --    --    --    --    --    --    --
Closing ....  100   100   100   100   100   100   100   100   100   100   100   100   100   100   100   100   100   100   100   100
Date
September ..   98    95    92    89    86    89    73    57    41    25   100   100   100   100   100   100   100   100   100   100
25, 1995
September ..   93    87    81    76    70    77    46    15     0     0   100   100   100    77    32   100   100   100   100   100
25, 1996
September ..   89    81    73    65    58    65    19     0     0     0   100   100    62     0     0   100   100   100    99    88
25, 1997
September ..   85    75    64    55    46    49     0     0     0     0   100    85     0     0     0   100   100   100    85    72
25, 1998
September ..   75    63    52    41    31    33     0     0     0     0   100    41     0     0     0   100   100    89    72    57
25, 1999
September ..   69    55    42    31    20     6     0     0     0     0   100     0     0     0     0   100    97    77    58    42
25, 2000
September ..   63    47    34    22    11     0     0     0     0     0    40     0     0     0     0   100    83    61    42    25
25, 2001
September ..   58    41    27    14     3     0     0     0     0     0     0     0     0     0     0    80    56    36    18     3
25, 2002
September ..   50    33    18     0     0     0     0     0     0     0     0     0     0     0     0    44    24     6     0     0
25, 2003
September ..   47    28     6     0     0     0     0     0     0     0     0     0     0     0     0    28     8     0     0     0
25, 2004
September ..   40    21     0     0     0     0     0     0     0     0     0     0     0     0     0    24     4     0     0     0
25, 2005
September ..   34    15     0     0     0     0     0     0     0     0     0     0     0     0     0    21     0     0     0     0
25, 2006
September ..   28     4     0     0     0     0     0     0     0     0     0     0     0     0     0    17     0     0     0     0
25, 2007
September ..   23     0     0     0     0     0     0     0     0     0     0     0     0     0     0    13     0     0     0     0
25, 2008
September ..   18     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0
25, 2009
September ..    0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0
25, 2010
Weighted
average
 life ......  9.2   7.0   5.4   4.5   3.8   3.7   1.9   1.2   0.9   0.7   6.9   4.7   3.2   2.4   1.9   9.8   8.3   7.2   6.3   5.4
(years)(1)
</TABLE>

<TABLE>
<CAPTION>
                      Class A-3                           Class A-4                   Class B                       Class C
                  ---------------                     ---------------               ---------------               ------------
<S>           <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>
Date           0%    2%    4%    6%    8%    0%    2%    4%    6%    8%    0%    2%    4%    6%    8%    0%    2%    4%    6%    8%
- ----           --    --    --    --    --    --    --    --    --    --    --    --    --    --    --    --    --    --    --    --

Closing ....  100   100   100   100   100   100   100   100   100   100   100   100   100   100   100   100   100   100   100   100
Date
September ..   97    95    94    92    91    90    79    69    58    48   100   100   100   100   100   100   100   100   100   100
25, 1995
September ..   94    91    88    85    83    79    59    39    20     1   100   100   100   100   100   100   100   100   100   100
25, 1996
September ..   91    87    83    76    67    68    39    10     0     0   100   100   100   100   100   100   100   100   100   100
25, 1997
September ..   84    76    65    54    44    18     0     0     0     0   100   100   100   100   100   100   100   100   100   100
25, 1998
September ..   75    61    49    38    27     0     0     0     0     0   100   100   100   100   100   100   100   100   100   100
25, 1999
September ..   63    48    35    23    13     0     0     0     0     0   100   100   100   100   100   100   100   100   100   100
25, 2000
September ..   47    32    19     8     0     0     0     0     0     0   100   100   100   100    85   100   100   100   100   100
25, 2001
September ..   26    13     1     0     0     0     0     0     0     0   100   100   100    44     0   100   100   100   100    95
25, 2002
September ..    0     0     0     0     0     0     0     0     0     0     0     0     0     0     0    86    64    43    23     0
25, 2003
September ..    0     0     0     0     0     0     0     0     0     0     0     0     0     0     0    62    43    25     0     0
25, 2004
September ..    0     0     0     0     0     0     0     0     0     0     0     0     0     0     0    41    25     4     0     0
25, 2005
September ..    0     0     0     0     0     0     0     0     0     0     0     0     0     0     0    20     6     0     0     0
25, 2006
September ..    0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     6     0     0     0     0
25, 2007
September ..    0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0
25, 2008
Weighted
average
 life ......  6.3   5.6   4.9   4.3   3.8   3.0   2.3   1.7   1.3   1.0   8.8   8.8   8.6   8.0   7.4   10.7  10.0  9.4   8.9   8.6
(years)(1)
</TABLE>

<TABLE>
<CAPTION>

                                                       Class D                   Class E                        Class F
                                                       -------                   -------                        -------
<S>                                         <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>
Date                                        0%    2%    4%    6%    8%    0%    2%    4%    6%    8%    0%    2%    4%    6%    8%
Closing Date .............................  100   100   100   100   100   100   100   100   100   100   100   100   100   100   100
September 25, 1995 .......................   95    95    95    95    95    94    94    94    94    94    89    89    90    90    90
September 25, 1996 .......................   90    90    91    91    91    87    87    87    88    88    78    78    79    80    80
September 25, 1997 .......................   85    86    86    87    87    80    80    81    82    82    66    67    69    70    71
September 25, 1998 .......................   80    81    82    82    83    72    74    75    76    77    54    56    58    61    63
September 25, 1999 .......................   74    76    77    79    80    65    67    69    71    73    42    45    49    52    55
September 25, 2000 .......................   69    71    73    75    77    57    60    63    66    69    29    35    40    44    49
September 25, 2001 .......................   63    66    69    72    75    50    54    58    62    65    17    24    31    37    43
September 25, 2002 .......................   58    62    66    69    72    43    48    53    58    62     5    14    23    30    37
September 25, 2003 .......................   53    58    62    66    36    36    43    49    54    59     0     5    15    24    32
September 25, 2004 .......................   48    54    59    37     0    30    37    44    50    44     0     0     8    18    26
September 25, 2005 .......................   44    50    56     0     0    23    32    39    42    17     0     0     0    11    20
September 25, 2006 .......................   38    45    12     0     0    16    25    34    15     0     0     0     0     3     0
September 25, 2007 .......................   33    30     0     0     0     8    19    12     0     0     0     0     0     0     0
September 25, 2008 .......................   11     0     0     0     0     0     9     0     0     0     0     0     0     0     0
September 25, 2009 .......................    0     0     0     0     0     0     0     0     0     0     0     0     0     0     0
Weighted average
 life (years)(1) .........................  8.9   9.2   8.8   8.1   7.5   7.1   7.8   8.1   8.1   7.8   4.3   4.7   5.1   5.7   6.2
</TABLE>


Percentage of Initial Certificate Principal Amount Outstanding at the Respective
Percentages of CPR Assuming Current LIBOR and Assuming 5-Year Balloon Extensions

<TABLE>
<CAPTION>

                       Class A-1                           Class A-2A              Class A-2B                Class A-2C
                   ----------------                     ----------------         ---------------            -------------
<S>          <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>
Date         0%    2%    4%    6%    8%    0%    2%    4%    6%    8%    0%    2%    4%    6%    8%    0%    2%    4%    6%    8%
Closing
Date..       100   100   100   100   100   100   100   100   100   100   100   100   100   100   100   100   100   100   100   100
September ..  98    95    92    89    86    89    73    57    41    25   100   100   100   100   100   100   100   100   100   100
25, 1995
September ..  93    87    81    76    70    77    46    15     0     0   100   100   100    77    32   100   100   100   100   100
25, 1996
September ..  89    81    73    65    58    65    19     0     0     0   100   100    62     0     0   100   100   100    99    88
25, 1997
September ..  85    75    64    55    46    52     0     0     0     0   100    89     3     0     0   100   100   100    86    73
25, 1998
September ..  82    69    57    46    36    39     0     0     0     0   100    49     0     0     0   100   100    90    74    58
25, 1999
September ..  78    63    49    37    26    22     0     0     0     0   100     4     0     0     0   100   100    80    61    44
25, 2000
September ..  68    52    38    25    14     4     0     0     0     0   100     0     0     0     0   100    93    70    50    32
25, 2001
September ..  61    44    29    16     5     0     0     0     0     0    63     0     0     0     0   100    83    58    37    19
25, 2002
September ..  54    36    21     8     0     0     0     0     0     0     0     0     0     0     0    99    70    45    23     2
25, 2003
September ..  50    31    15     2     0     0     0     0     0     0     0     0     0     0     0    72    45    22     3     0
25, 2004
September ..  43    23     3     0     0     0     0     0     0     0     0     0     0     0     0    37    14     0     0     0
25, 2005
September ..  39    18     0     0     0     0     0     0     0     0     0     0     0     0     0    21     0     0     0     0
25, 2006
September ..  31     7     0     0     0     0     0     0     0     0     0     0     0     0     0    17     0     0     0     0
25, 2007
September ..  24     0     0     0     0     0     0     0     0     0     0     0     0     0     0     8     0     0     0     0
25, 2008
September ..  11     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0
25, 2009
September ..   0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0
25, 2010
Weighted
average
 life ...... 9.6   7.4   5.8   4.7   3.9   4.0   1.9   1.2   0.9   0.7   8.1   5.0   3.2   2.4   1.9   11.1  9.6   8.2   6.9   5.7
(years)(1)
</TABLE>

<TABLE>
<CAPTION>

                    Class A-3                           Class A-4                Class B                       Class C
                 ----------------                    ----------------         ----------------               ------------
<S>         <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>
Date        0%    2%    4%    6%    8%    0%    2%    4%    6%    8%    0%    2%    4%    6%    8%    0%    2%    4%    6%    8%
Closing
Date.       100   100   100   100   100   100   100   100   100   100   100   100   100   100   100   100   100   100   100   100
September .. 97    95    94    92    91    90    79    69    58    48   100   100   100   100   100   100   100   100   100   100
25, 1995
September .. 94    91    88    85    83    79    59    39    20     1   100   100   100   100   100   100   100   100   100   100
25, 1996
September .. 91    87    83    76    67    68    39    10     0     0   100   100   100   100   100   100   100   100   100   100
25, 1997
September .. 87    82    74    63    52    56    18     0     0     0   100   100   100   100   100   100   100   100   100   100
25, 1998
September .. 83    77    63    51    39    44     0     0     0     0   100   100   100   100   100   100   100   100   100   100
25, 1999
September .. 76    60    46    33    21     0     0     0     0     0   100   100   100   100   100   100   100   100   100   100
25, 2000
September .. 65    48    32    19     7     0     0     0     0     0   100   100   100   100   100   100   100   100   100   100
25, 2001
September .. 53    36    21     7     0     0     0     0     0     0   100   100   100   100    76   100   100   100   100   100
25, 2002
September .. 38    21     6     0     0     0     0     0     0     0   100   100   100    63     1    94    99   100   100   100
25, 2003
September .. 19     4     0     0     0     0     0     0     0     0   100   100    45     0     0    88    94   100    90    32
25, 2004
September ..  0     0     0     0     0     0     0     0     0     0     0     0     0     0     0    54    35    20     0     0
25, 2005
September ..  0     0     0     0     0     0     0     0     0     0     0     0     0     0     0    27    12     0     0     0
25, 2006
September ..  0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     4     0     0     0     0
25, 2007
September ..  0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0
25, 2008
Weighted
average
 life ......7.6   6.5   5.6   4.8   4.1   3.9   2.5   1.7   1.3   1.0   10.8  10.7  10.1  9.2   8.4   11.3  11.1  10.9  10.5  9.8
(years)(1)
</TABLE>

<TABLE>
<CAPTION>
                                Class D                                  Class E                                   Class F
                                -------                                  -------                                   -------
<S>                           <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
Date                          0%     2%     4%     6%     8%     0%     2%     4%     6%     8%     0%     2%     4%     6%     8%
- ----                          --     --     --     --     --     --     --     --     --     --     --     --     --     --     --
Closing Date ..............   100    100    100    100    100    100    100    100    100    100    100    100    100    100    100
September 25, 1995 ........    95     95     95     95     95     94     94     94     94     94     89     89     90     90     90
September 25, 1996 ........    90     90     91     91     91     87     87     87     88     88     78     78     79     80     80
September 25, 1997 ........    85     86     86     87     87     80     80     81     82     82     66     67     69     70     71
September 25, 1998 ........    80     80     81     82     83     72     73     75     76     77     54     56     58     60     62
September 25, 1999 ........    74     75     77     78     80     64     66     68     70     72     41     44     48     51     54
September 25, 2000 ........    68     70     72     74     76     56     59     62     65     68     28     33     37     42     47
September 25, 2001 ........    62     65     68     71     74     48     52     56     60     64     14     21     28     34     40
September 25, 2002 ........    56     60     64     67     71     40     45     50     55     60      *     10     18     27     34
September 25, 2003 ........    50     55     60     64     68     31     38     45     51     57      0      0      9     19     28
September 25, 2004 ........    43     50     56     61     65     23     31     39     47     53      0      0      *     12     22
September 25, 2005 ........    38     45     52     19      0     15     25     34     42     26      0      0      0      4     15
September 25, 2006 ........    32     40     20      0      0      7     18     28     16      0      0      0      0      0      0
September 25, 2007 ........    26     24      0      0      0      0     11      5      0      0      0      0      0      0      0
September 25, 2008 ........     0      0      0      0      0      0      0      0      0      0      0      0      0      0      0
Weighted average
 life (years)(1) ..........   8.5    8.9    8.7    8.5    8.5    6.7    7.4    7.8    8.0    8.0    4.2    4.5    4.9    5.4    6.0
</TABLE>


Percentage of Initial Certificate Principal Amount Outstanding at the Respective
Percentages  of CPR Assuming  Current  LIBOR  Decreases  1% and Assuming  3-Year
Balloon Extensions

<TABLE>
<CAPTION>

                       Class A-1                           Class A-2A              Class A-2B                 Class A-2C
                   ---------------                      ---------------           ---------------            -------------
<S>           <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>
Date          0%    2%    4%    6%    8%    0%    2%    4%    6%    8%    0%    2%    4%    6%    8%    0%    2%    4%    6%    8%
- ------------  --    --    --    --    --    --    --    --    --    --    --    --    --    --    --    --    --    --    --    --

Closing
Date .......  100   100   100   100   100   100   100   100   100   100   100   100   100   100   100   100   100   100   100   100
September ..   98    95    92    89    86    89    73    57    41    25   100   100   100   100   100   100   100   100   100   100
25, 1995
September ..   93    87    81    76    70    77    46    15     0     0   100   100   100    77    32   100   100   100   100   100
25, 1996
September ..   89    81    73    65    58    65    19     0     0     0   100   100    62     0     0   100   100   100    99    88
25, 1997
September ..   85    75    64    55    46    49     0     0     0     0   100    85     0     0     0   100   100   100    85    72
25, 1998
September ..   75    63    52    41    31    33     0     0     0     0   100    41     0     0     0   100   100    89    72    57
25, 1999
September ..   69    55    42    31    20     6     0     0     0     0   100     0     0     0     0   100    97    77    58    42
25, 2000
September ..   63    47    34    22    11     0     0     0     0     0    40     0     0     0     0   100    83    61    42    25
25, 2001
September ..   58    41    27    14     3     0     0     0     0     0     0     0     0     0     0    80    56    36    18     3
25, 2002
September ..   50    33    18     0     0     0     0     0     0     0     0     0     0     0     0    44    24     6     0     0
25, 2003
September ..   47    28     6     0     0     0     0     0     0     0     0     0     0     0     0    28     8     0     0     0
25, 2004
September ..   40    21     0     0     0     0     0     0     0     0     0     0     0     0     0    24     4     0     0     0
25, 2005
September ..   34    15     0     0     0     0     0     0     0     0     0     0     0     0     0    21     0     0     0     0
25, 2006
September ..   28     0     0     0     0     0     0     0     0     0     0     0     0     0     0     5     0     0     0     0
25, 2007
September ..   12     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0
25, 2008
September ..    0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0
25, 2009
Weighted
average
 life ......  8.9   7.0   5.4   4.5   3.8   3.7   1.9   1.2   0.9   0.7   6.9   4.7   3.2   2.4   1.9   9.6   8.3   7.2   6.3   5.4
(years)(1)
</TABLE>

<TABLE>
<CAPTION>

                     Class A-3                        Class A-4                    Class B                       Class C
                   ---------------                  ---------------              ---------------               ------------
<S>          <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>
Date         0%    2%    4%    6%    8%    0%    2%    4%    6%    8%    0%    2%    4%    6%    8%    0%    2%    4%    6%    8%
- ----         --    --    --    --    --    --    --    --    --    --    --    --    --    --    --    --    --    --    --    --
Closing
Date..        100   100   100   100   100   100   100   100   100   100   100   100   100   100   100   100   100   100   100   100
September ...  97    95    94    92    91    90    79    69    58    48   100   100   100   100   100   100   100   100   100   100
25, 1995
September ...  94    91    88    85    83    79    59    39    20     1   100   100   100   100   100   100   100   100   100   100
25, 1996
September ...  91    87    83    76    67    68    39    10     0     0   100   100   100   100   100   100   100   100   100   100
25, 1997
September ...  84    76    65    54    44    18     0     0     0     0   100   100   100   100   100   100   100   100   100   100
25, 1998
September ...  75    61    49    38    27     0     0     0     0     0   100   100   100   100   100   100   100   100   100   100
25, 1999
September ...  63    48    35    23    13     0     0     0     0     0   100   100   100   100   100   100   100   100   100   100
25, 2000
September ...  47    32    19     8     0     0     0     0     0     0   100   100   100   100    85    97   100   100   100   100
25, 2001
September ...  26    13     1     0     0     0     0     0     0     0   100   100   100    44     0    90    95   100   100    95
25, 2002
September ...   0     0     0     0     0     0     0     0     0     0     0     0     0     0     0    72    54    39    23     0
25, 2003
September ...   0     0     0     0     0     0     0     0     0     0     0     0     0     0     0    46    30    17     0     0
25, 2004
September ...   0     0     0     0     0     0     0     0     0     0     0     0     0     0     0    24     9     0     0     0
25, 2005
September ...   0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0
25, 2006
Weighted
average
 life ....... 6.3   5.6   4.9   4.3   3.8   3.0   2.3   1.7   1.3   1.0   8.8   8.8   8.6   8.0   7.4   9.8   9.5   9.2   8.9   8.6
(years)(1)
</TABLE>
<TABLE>
<CAPTION>


                                                     Class D                        Class E                       Class F
                                                     -------                        -------                       -------
Date                                        0%    2%    4%    6%    8%    0%    2%    4%    6%    8%    0%    2%    4%    6%    8%
- ----                                        --    --    --    --    --    --    --    --    --    --    --    --    --    --    --
<S>                                         <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>
Closing Date .............................  100   100   100   100   100   100   100   100   100   100   100   100   100   100   100
September 25, 1995 .......................   94    94    94    94    94    92    92    92    92    92    86    87    87    87    87
September 25, 1996 .......................   87    88    88    88    89    83    83    84    84    84    72    72    73    74    74
September 25, 1997 .......................   81    81    82    82    83    74    74    75    76    77    56    58    59    61    62
September 25, 1998 .......................   74    75    76    77    78    64    66    67    69    71    40    43    46    49    51
September 25, 1999 .......................   66    68    70    72    74    54    57    60    62    65    24    29    33    38    42
September 25, 2000 .......................   59    62    65    68    70    44    48    52    56    60     8    15    21    27    33
September 25, 2001 .......................   52    56    60    64    67    35    40    45    50    55     0     1    10    18    26
September 25, 2002 .......................   45    50    55    60    64    25    32    39    45    51     0     0     0    10    19
September 25, 2003 .......................   39    45    51    56    27    17    25    33    40    47     0     0     0     2    12
September 25, 2004 .......................   33    40    47    22     0     9    18    27    35    25     0     0     0     0     5
September 25, 2005 .......................   27    35    29     0     0     0    11    21    14     0     0     0     0     0     0
September 25, 2006 .......................    5    14     0     0     0     0     3     2     0     0     0     0     0     0     0
September 25, 2007 .......................    0     0     0     0     0     0     0     0     0     0     0     0     0     0     0
Weighted average
 life (years)(1) .........................  7.2   7.6   7.7   7.4   7.0   5.5   6.0   6.5   6.8   6.8   3.4   3.6   3.8   4.2   4.6
</TABLE>



Percentage of Initial Certificate Principal Amount Outstanding at the Respective
Percentages  of CPR Assuming  Current  LIBOR  Increases  1% and Assuming  3-Year
Balloon Extensions

<TABLE>
<CAPTION>

                          Class A-1                         Class A-2A                  Class A-2B                       Class A-2C
                          ---------                         ----------                  ----------                       ----------

Date           0%    2%    4%    6%    8%    0%    2%    4%   6%    8%    0%   2%    4%    6%   8%    0%   2%    4%    6%    8%
- ----           --    --    --    --    --    --    --    --   --    --    --   --    --    --   --    --   --    --    --    --
<S>           <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>  <C>   <C>   <C>  <C>   <C>   <C>  <C>   <C>  <C>   <C>   <C>
Closing
Date..        100   100   100   100   100   100   100   100   100  100   100   100  100   100   100  100   100  100   100   100
September ...  98    95    92    89    86    89    73    57    41   25   100   100  100   100   100  100   100  100   100   100
25, 1995
September ...  93    87    81    76    70    77    46    15     0    0   100   100  100    77    32  100   100  100   100   100
25, 1996
September ...  89    81    73    65    58    65    19     0     0    0   100   100   62     0     0  100   100  100    99    88
25, 1997
September ...  85    75    64    55    46    49     0     0     0    0   100    85    0     0     0  100   100  100    85    72
25, 1998
September ...  75    63    52    41    31    33     0     0     0    0   100    41    0     0     0  100   100   89    72    57
25, 1999
September ...  69    55    42    31    20     6     0     0     0    0   100     0    0     0     0  100    97   77    58    42
25, 2000
September ...  63    47    34    22    11     0     0     0     0    0    40     0    0     0     0  100    83   61    42    25
25, 2001
September ...  58    41    27    14     3     0     0     0     0    0     0     0    0     0     0   80    56   36    18     3
25, 2002
September ...  50    33    18     0     0     0     0     0     0    0     0     0    0     0     0   44    24    6     0     0
25, 2003
September ...  47    28     6     0     0     0     0     0     0    0     0     0    0     0     0   28     8    0     0     0
25, 2004
September ...  40    21     0     0     0     0     0     0     0    0     0     0    0     0     0   24     4    0     0     0
25, 2005
September ...  34    15     0     0     0     0     0     0     0    0     0     0    0     0     0   21     0    0     0     0
25, 2006
September ...  28     4     0     0     0     0     0     0     0    0     0     0    0     0     0   17     0    0     0     0
25, 2007
September ...  23     0     0     0     0     0     0     0     0    0     0     0    0     0     0   13     0    0     0     0
25, 2008
September ...  19     0     0     0     0     0     0     0     0    0     0     0    0     0     0    8     0    0     0     0
25, 2009
September ...  10     0     0     0     0     0     0     0     0    0     0     0    0     0     0    3     0    0     0     0
25, 2010
September ...   0     0     0     0     0     0     0     0     0    0     0     0    0     0     0    0     0    0     0     0
25, 2011
Weighted
average
 life ....... 9.3   7.0   5.4   4.5   3.8   3.7   1.9   1.2   0.9  0.7   6.9   4.7  3.2   2.4   1.9   9.9   8.3  7.2   6.3   5.4
(years)(1)
</TABLE>

<TABLE>
<CAPTION>
                       Class A-3                        Class A-4                   Class B                     Class C
                       ---------                        ---------                   -------                     -------

<S>           <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>
Date          0%    2%    4%    6%    8%    0%    2%    4%    6%    8%    0%    2%    4%    6%    8%    0%    2%    4%    6%    8%
- ----          --    --    --    --    --    --    --    --    --    --    --    --    --    --    --    --    --    --    --    --
Closing
Date..        100   100   100   100   100   100   100   100   100   100   100   100   100   100   100   100   100   100   100   100
September ...  97    95    94    92    91    90    79    69    58    48   100   100   100   100   100   100   100   100   100   100
25, 1995
September ...  94    91    88    85    83    79    59    39    20     1   100   100   100   100   100   100   100   100   100   100
25, 1996
September ...  91    87    83    76    67    68    39    10     0     0   100   100   100   100   100   100   100   100   100   100
25, 1997
September ...  84    76    65    54    44    18     0     0     0     0   100   100   100   100   100   100   100   100   100   100
25, 1998
September ...  75    61    49    38    27     0     0     0     0     0   100   100   100   100   100   100   100   100   100   100
25, 1999
September ...  63    48    35    23    13     0     0     0     0     0   100   100   100   100   100   100   100   100   100   100
25, 2000
September ...  47    32    19     8     0     0     0     0     0     0   100   100   100   100    85   100   100   100   100   100
25, 2001
September ...  26    13     1     0     0     0     0     0     0     0   100   100   100    44     0   100   100   100   100    95
25, 2002
September ...   0     0     0     0     0     0     0     0     0     0     0     0     0     0     0    89    64    43    23     0
25, 2003
September ...   0     0     0     0     0     0     0     0     0     0     0     0     0     0     0    69    45    25     0     0
25, 2004
September ...   0     0     0     0     0     0     0     0     0     0     0     0     0     0     0    53    30     4     0     0
25, 2005
September ...   0     0     0     0     0     0     0     0     0     0     0     0     0     0     0    38    17     0     0     0
25, 2006
September ...   0     0     0     0     0     0     0     0     0     0     0     0     0     0     0    26     8     0     0     0
25, 2007
September ...   0     0     0     0     0     0     0     0     0     0     0     0     0     0     0    12     0     0     0     0
25, 2008
September ...   0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0
25, 2009
Weighted
average
 life ....... 6.3   5.6   4.9   4.3   3.8   3.0   2.3   1.7   1.3   1.0   8.8   8.8   8.6   8.0   7.4   11.4  10.3  9.4   8.9   8.6
(years)(1)
</TABLE>

<TABLE>
<CAPTION>

                                                        Class D                       Class E                     Class F
                                                        -------                       -------                     -------
<S>                                         <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>
Date                                        0%    2%    4%    6%    8%    0%    2%    4%    6%    8%    0%    2%    4%    6%    8%
- ----                                        --    --    --    --    --    --    --    --    --    --    --    --    --    --    --
Closing Date .............................  100   100   100   100   100   100   100   100   100   100   100   100   100   100   100
September 25, 1995 .......................   97    97    97    97    97    95    95    95    96    96    92    92    92    93    93
September 25, 1996 .......................   93    93    93    94    94    91    91    91    91    91    84    85    85    86    86
September 25, 1997 .......................   89    90    90    91    91    86    86    87    87    88    76    77    78    79    80
September 25, 1998 .......................   86    86    87    88    88    80    81    82    83    84    68    69    71    72    74
September 25, 1999 .......................   82    83    84    85    86    75    77    78    80    81    59    62    64    67    69
September 25, 2000 .......................   78    80    81    83    84    70    72    74    76    78    51    54    58    61    64
September 25, 2001 .......................   74    77    79    80    82    65    68    71    73    76    42    47    52    56    60
September 25, 2002 .......................   71    73    76    78    80    60    64    67    70    73    34    40    46    51    56
September 25, 2003 .......................   67    71    74    76    45    55    60    64    68    71    26    34    41    47    52
September 25, 2004 .......................   64    68    71    48     0    51    56    61    65    62    19    28    35    42    48
September 25, 2005 .......................   61    65    69     5     0    46    52    57    62    37    11    21    30    37    43
September 25, 2006 .......................   57    62    32     0     0    41    48    54    40    15     3    14    24    32    39
September 25, 2007 .......................   53    58     0     0     0    36    43    48    19     0     0     6    17    26    23
September 25, 2008 .......................   49    43     0     0     0    30    38    26     0     0     0     0    10    16     0
September 25, 2009 .......................   37     *     0     0     0    24    33     3     0     0     0     0     3     0     0
September 25, 2010 .......................    8     0     0     0     0    17     1     0     0     0     0     0     0     0     0
September 25, 2011 .......................    0     0     0     0     0     0     0     0     0     0     0     0     0     0     0
Weighted average
 life (years)(1) .........................  11.2  11.0  9.9   8.8   8.0   9.8   10.2  10.1  9.6   9.1   6.2   6.8   7.6   8.1   8.4

<FN>
- ----------
* Indicates an amount  above zero and less than 0.5% of the  original  aggregate
Certificate Principal Amount is outstanding.

(1) The weighted  average life of an Offered  Certificate  is  determined by (i)
    multiplying the amount of each  distribution in reduction of the outstanding
    Certificate Principal Amount of such Certificate by the number of years from
    the date of issuance of the Offered Certificates to the related Distribution
    Date,  (ii)  adding the results  and (iii)  dividing  the sum by the initial
    Certificate Principal Amount of the Offered Certificate.
</FN>
</TABLE>
<TABLE>
<CAPTION>

Percentage of Initial Certificate Principal Amount Outstanding at the Respective
Percentages  of CPR Assuming  Current  LIBOR  Increases  2% and Assuming  3-Year
Balloon Extensions

                       Class A-1                       Class A-2A                           Class A-2B           Class A-2C
                       ---------                       ----------                           ----------           ----------

<S>           <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>
Date          0%    2%    4%    6%    8%    0%    2%    4%    6%    8%    0%    2%    4%    6%    8%    0%    2%    4%    6%    8%
- ----          --    --    --    --    --    --    --    --    --    --    --    --    --    --    --    --    --    --    --    --
Closing
Date..        100   100   100   100   100   100   100   100   100   100   100   100   100   100   100   100   100   100   100   100
September ...  98    95    92    89    86    89    73    57    41    25   100   100   100   100   100   100   100   100   100   100
25, 1995
September ...  93    87    81    76    70    77    46    15     0     0   100   100   100    77    32   100   100   100   100   100
25, 1996
September ...  89    81    73    65    58    65    19     0     0     0   100   100    62     0     0   100   100   100    99    88
25, 1997
September ...  85    75    64    55    46    49     0     0     0     0   100    85     0     0     0   100   100   100    85    72
25, 1998
September ...  75    63    52    41    31    33     0     0     0     0   100    41     0     0     0   100   100    89    72    57
25, 1999
September ...  69    55    42    31    20     6     0     0     0     0   100     0     0     0     0   100    97    77    58    42
25, 2000
September ...  63    47    34    22    11     0     0     0     0     0    40     0     0     0     0   100    83    61    42    25
25, 2001
September ...  58    41    27    14     3     0     0     0     0     0     0     0     0     0     0    80    56    36    18     3
25, 2002
September ...  50    33    18     0     0     0     0     0     0     0     0     0     0     0     0    44    24     6     0     0
25, 2003
September ...  47    28     6     0     0     0     0     0     0     0     0     0     0     0     0    28     8     0     0     0
25, 2004
September ...  40    21     0     0     0     0     0     0     0     0     0     0     0     0     0    24     4     0     0     0
25, 2005
September ...  34    15     0     0     0     0     0     0     0     0     0     0     0     0     0    21     0     0     0     0
25, 2006
September ...  28     4     0     0     0     0     0     0     0     0     0     0     0     0     0    17     0     0     0     0
25, 2007
September ...  23     0     0     0     0     0     0     0     0     0     0     0     0     0     0    13     0     0     0     0
25, 2008
September ...  19     0     0     0     0     0     0     0     0     0     0     0     0     0     0     8     0     0     0     0
25, 2009
September ...  10     0     0     0     0     0     0     0     0     0     0     0     0     0     0     3     0     0     0     0
25, 2010
September ...   0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0
25, 2011
Weighted
average
 life ....... 9.3   7.0   5.4   4.5   3.8   3.7   1.9   1.2   0.9   0.7   6.9   4.7   3.2   2.4   1.9   9.9   8.3   7.2   6.3   5.4
(years)(1)
</TABLE>

<TABLE>
<CAPTION>
                       Class A-3                        Class A-4                    Class B                 Class C
                       ---------                        ---------                    -------                 -------
<S>           <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>
Date          0%    2%    4%    6%    8%    0%    2%    4%    6%    8%    0%    2%    4%    6%    8%    0%    2%    4%    6%    8%
- ----          --    --    --    --    --    --    --    --    --    --    --    --    --    --    --    --    --    --    --    --
Closing
Date .......  100   100   100   100   100   100   100   100   100   100   100   100   100   100   100   100   100   100   100   100
September ..   97    95    94    92    91    90    79    69    58    48   100   100   100   100   100   100   100   100   100   100
25, 1995
September ..   94    91    88    85    83    79    59    39    20     1   100   100   100   100   100   100   100   100   100   100
25, 1996
September ..   91    87    83    76    67    68    39    10     0     0   100   100   100   100   100   100   100   100   100   100
25, 1997
September ..   84    76    65    54    44    18     0     0     0     0   100   100   100   100   100   100   100   100   100   100
25, 1998
September ..   75    61    49    38    27     0     0     0     0     0   100   100   100   100   100   100   100   100   100   100
25, 1999
September ..   63    48    35    23    13     0     0     0     0     0   100   100   100   100   100   100   100   100   100   100
25, 2000
September ..   47    32    19     8     0     0     0     0     0     0   100   100   100   100    85   100   100   100   100   100
25, 2001
September ..   26    13     1     0     0     0     0     0     0     0   100   100   100    44     0   100   100   100   100    95
25, 2002
September ..    0     0     0     0     0     0     0     0     0     0     0     0     0     0     0    89    64    43    23     0
25, 2003
September ..    0     0     0     0     0     0     0     0     0     0     0     0     0     0     0    69    45    25     0     0
25, 2004
September ..    0     0     0     0     0     0     0     0     0     0     0     0     0     0     0    53    30     4     0     0
25, 2005
September ..    0     0     0     0     0     0     0     0     0     0     0     0     0     0     0    38    17     0     0     0
25, 2006
September ..    0     0     0     0     0     0     0     0     0     0     0     0     0     0     0    29     8     0     0     0
25, 2007
September ..    0     0     0     0     0     0     0     0     0     0     0     0     0     0     0    19     0     0     0     0
25, 2008
September ..    0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     7     0     0     0     0
25, 2009
September ..    0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0     0
25, 2010
Weighted
average
 life ......  6.3   5.6   4.9   4.3   3.8   3.0   2.3   1.7   1.3   1.0   8.8   8.8   8.6   8.0   7.4   11.6  10.3  9.4   8.9   8.6
(years)(1)
</TABLE>

<TABLE>
<CAPTION>

                                                     Class D                           Class E                      Class F
                                                     -------                           -------                      -------

<S>                                         <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>
Date                                        0%    2%    4%    6%    8%    0%    2%    4%    6%    8%    0%    2%    4%    6%    8%

Closing Date .............................  100   100   100   100   100   100   100   100   100   100   100   100   100   100   100
September 25, 1995 .......................   98    98    98    98    98    97    97    97    97    97    95    95    95    95    96
September 25, 1996 .......................   96    96    96    96    96    94    95    95    95    95    91    91    91    92    92
September 25, 1997 .......................   94    94    94    95    95    92    92    92    93    93    86    87    87    88    88
September 25, 1998 .......................   92    92    93    93    93    89    89    90    91    91    81    83    84    84    85
September 25, 1999 .......................   90    90    91    92    92    86    87    88    89    89    77    78    80    81    82
September 25, 2000 .......................   88    89    89    90    91    83    84    86    87    88    72    74    76    78    79
September 25, 2001 .......................   85    87    88    89    90    80    82    83    85    86    67    70    73    75    77
September 25, 2002 .......................   83    85    86    87    89    77    79    81    83    84    62    66    69    72    74
September 25, 2003 .......................   81    83    85    86    54    75    77    79    81    83    58    62    66    69    72
September 25, 2004 .......................   79    82    83    59     0    72    75    77    80    80    54    59    63    66    69
September 25, 2005 .......................   78    80    82    17     0    69    73    75    78    57    49    55    60    63    67
September 25, 2006 .......................   75    78    47     0     0    66    70    73    64    36    45    51    56    60    64
September 25, 2007 .......................   73    76    13     0     0    63    68    71    45    19    39    46    52    57    61
September 25, 2008 .......................   71    63     0     0     0    60    65    58    27     4    34    42    48    53    57
September 25, 2009 .......................   68    28     0     0     0    56    62    38    10     0    28    37    44    49    24
September 25, 2010 .......................   59     0     0     0     0    53    52    17     0     0    22    31    39    23     0
September 25, 2011 .......................   27     0     0     0     0    49    22     0     0     0    15    26    15     0     0
September 25, 2012 .......................    0     0     0     0     0    38     1     0     0     0     8    19     0     0     0
September 25, 2013 .......................    0     0     0     0     0    12     0     0     0     0     *     0     0     0     0
September 25, 2014 .......................    0     0     0     0     0     0     0     0     0     0     0     0     0     0     0
Weighted average
 life (years)(1) .........................  13.9  12.7  11.0  9.5   8.6   13.6  13.2  12.5  11.6  10.6  10.4  11.2  11.5  11.6  11.4

<FN>
- ----------
 *  Indicates an amount above zero and less than 0.5% of the original aggregate Certificate Principal Amount is outstanding.

(1) The weighted  average life of an Offered  Certificate  is  determined by (i)
    multiplying the amount of each  distribution in reduction of the outstanding
    Certificate Principal Amount of such Certificate by the number of years from
    the date of issuance of the Offered Certificates to the related Distribution
    Date,  (ii)  adding the results  and (iii)  dividing  the sum by the initial
    Certificate Principal Amount of the Offered Certificate.
</FN>
</TABLE>

    The tables set forth below show the weighted  average life,  first principal
payment  date  and  last  principal  payment  date  of  each  Class  of  Offered
Certificates under various prepayment,  LIBOR and years-of-extension  scenarios.
In addition,  the tables show,  for each Class of Fixed Rate  Certificates,  the
yield and  duration at various  assumed  offering  prices and, for each Class of
Floating Rate  Certificates,  the discounted  margin at various assumed offering
prices,  in each case under the same  prepayment,  LIBOR and  years-of-extension
scenarios.  The yields set forth in the  following  tables  were  calculated  by
determining the monthly discount rates which, when applied to the assumed stream
of cash flows to be paid on each Class of Fixed Rate  Certificates,  would cause
the  discounted  present  value  of such  assumed  stream  of cash  flows  as of
September  29, 1994 to equal the assumed  purchase  prices and  converting  such
monthly rates to corporate bond equivalent rates. Such calculation does not take
into account  variations that may occur in the interest rates at which investors
may be able to reinvest funds received by them as reductions of the  Certificate
Principal  Amount on such  Classes of  Certificates  and  consequently  does not
purport to reflect the return on any investment in such Classes of  Certificates
when such  reinvestment  rates are  considered.  For  purposes of these  tables,
"duration" has been calculated using the modified Macaulay Duration as specified
in the "PSA  Standard  Formulas."  The Macaulay  Duration is  calculated  as the
present  value-weighted average time to receive future payments of principal and
interest,  and the PSA  Standard  Formula  modified  duration is  calculated  by
dividing  the  Macaulay  Duration  by the  appropriate  semi-annual  compounding
factor.  "Discounted  margin"  has  been  calculated  as  specified  in the "PSA
Standard  Formulas" to represent the increment  over the index rate (LIBOR) that
causes the assumed  purchase  price of a Floating Rate  Certificate to equal the
discounted present value of its cash flows, compounded monthly, and is set forth
in basis points.  None of the prices in the tables take into account any accrued
interest  that may be  payable  in excess of the  stated  offering  or  purchase
prices.  Duration and  discounted  margin,  like yield,  will be affected by the
LIBOR levels, prepayment rates and Balloon extensions that actually occur during
the life of the  Certificates  and by the  actual  performance  of the  Mortgage
Loans,  all of  which  may  differ,  and  may  differ  significantly,  from  the
assumptions used in preparing the tables below.


Weighted Average Life, First Principal Payment Date, Last Principal Payment Date
and  Discount  Margin of Class  A-1  Certificates  at  Various  Assumed  Prices,
Percentages of CPR, LIBOR Levels and Balloon Extensions

<TABLE>
<CAPTION>

                                              No Extension                      3 Year Extension
                                             Unchanged LIBOR                      Unchanged LIBOR
                                             ---------------                      ---------------
<S>                           <C>     <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
Price (%)                     0%      2%       4%       6%       8%       0%       2%       4%       6%
- ---------                     --      --       --       --       --       --       --       --       --
                              8.39    6.33     4.87     3.92     3.30     9.23     6.99     5.41     4.47
                             10/94   10/94    10/94    10/94    10/94    10/94    10/94    10/94    10/94
                             11/10   11/07    11/04    10/02    05/01    06/10    03/08    04/05    08/03
99 22/32 .................    50.0    51.2     52.7     54.2     55.7     49.6     50.7     52.0     53.2
99 24/32 .................    49.0    50.0     51.2     52.4     53.6     48.6     49.5     50.6     51.6
99 26/32 .................    48.0    48.7     49.6     50.5     51.4     47.7     48.4     49.2     49.9
99 28/32 .................    47.0    47.5     48.1     48.7     49.3     46.8     47.3     47.8     48.3
99 30/32 .................    46.0    46.2     46.5     46.8     47.1     45.9     46.1     46.4     46.6
100 ......................    45.0    45.0     45.0     45.0     45.0     45.0     45.0     45.0     45.0
100 2/32 .................    44.0    43.8     43.5     43.2     42.9     44.1     43.9     43.6     43.4
100 4/32 .................    43.0    42.5     41.9     41.3     40.7     43.2     42.7     42.2     41.7
100 6/32 .................    42.0    41.3     40.4     39.5     38.6     42.3     41.6     40.8     40.1
100 8/32 .................    41.0    40.0     38.9     37.6     36.4     41.4     40.5     39.4     38.4
100 10/32  ...............    40.0    38.8     37.3     35.8     34.3     40.5     39.3     38.0     36.8
100 12/32  ...............    39.0    37.6     35.8     34.0     32.2     39.5     38.2     36.6     35.2
</TABLE>

<TABLE>
<CAPTION>
                              5 Year Extension
                               Unchanged LIBOR
                               ---------------
 Price (%)     8%                0%                2%                4%                 6%                8%

<S>           <C>               <C>               <C>                <C>               <C>         <C>   <C>
              3.79              9.60              7.35               5.78              4.73        3.94  Weighted Average Life
                                                                                                               (years)
             10/94             10/94             10/94              10/94             10/94        10/94  First Principal Payment
                                                                                                               Date
             01/03             03/10             04/08              11/05             12/04        04/03  Last Principal Payment
                                                                                                               Date
99 22/32..    54.5              49.4              50.5               51.6              52.9         54.2  Discount Margin (bps)
99 24/32..    52.6              48.5              49.4               50.3              51.3         52.4  Discount Margin (bps)
99 26/32..    50.7              47.6              48.3               49.0              49.7         50.5  Discount Margin (bps)
99 28/32..    48.8              46.8              47.2               47.7              48.1         48.7  Discount Margin (bps)
99 30/32..    46.9              45.9              46.1               46.3              46.6         46.8  Discount Margin (bps)
100.......    45.0              45.0              45.0               45.0              45.0         45.0  Discount Margin (bps)
100 2/32..    43.1              44.1              43.9               43.7              43.4         43.2  Discount Margin (bps)
100 4/32..    41.2              43.2              42.8               42.3              41.9         41.3  Discount Margin (bps)
100 6/32..    39.3              42.4              41.7               41.0              40.3         39.5  Discount Margin (bps)
100 8/32..    37.4              41.5              40.7               39.7              38.7         37.7  Discount Margin (bps)
100 10/32.    35.5              40.6              39.6               38.4              37.2         35.8  Discount Margin (bps)
100 12/32.    33.6              39.7              38.5               37.1              35.6         34.0  Discount Margin (bps)
</TABLE>

<TABLE>
<CAPTION>

                            3 Year Extension                                                                    3 Year Extension
                            ----------------                                                                    ----------------
                           LIBOR Decreases 1%                                                                  LIBOR Increases 1%
                           ------------------                                                                  ------------------
 Price (%)     0%        2%          4%           6%            8%              0%               2%               4%            6%
- ------------------ -----------  ----------  -------------  -------------  --------------  ---------------  -------------  ---------
<S>          <C>        <C>        <C>        <C>             <C>             <C>             <C>             <C>             <C>
             8.95       6.96       5.41       4.47            3.79            9.35            6.99            5.41            4.47
            10/94      10/94      10/94      10/94           10/94           10/94           10/94           10/94           10/94
            04/09      09/07      04/05      08/03           01/03           05/11           03/08           04/05           08/03
99 22/32 ..  50.5       51.7       53.3       54.9            56.4            48.7            49.6            50.6            51.5
99 24/32 ..  49.6       50.6       52.0       53.2            54.6            47.7            48.4            49.1            49.8
99 26/32 ..  48.7       49.5       50.6       51.6            52.7            46.8            47.2            47.7            48.1
99 28/32 ..  47.8       48.4       49.3       50.0            50.8            45.8            46.0            46.2            46.4
99 30/32 ..  46.9       47.3       47.9       48.4            49.0            44.9            44.8            44.8            44.7
100 .......  46.0       46.3       46.6       46.8            47.1            43.9            43.6            43.3            43.1
100 2/32 ..  45.1       45.2       45.2       45.2            45.3            43.0            42.5            41.9            41.4
100 4/32 ..  44.2       44.1       43.9       43.6            43.4            42.0            41.3            40.5            39.7
100 6/32 ..  43.4       43.0       42.5       42.0            41.6            41.1            40.1            39.0            38.0
100 8/32 ..  42.5       41.9       41.2       40.5            39.7            40.1            38.9            37.6            36.3
100 10/32    41.6       40.8       39.8       38.9            37.9            39.2            37.8            36.2            34.6
100 12/32    40.7       39.7       38.5       37.3            36.0            38.2            36.6            34.7            33.0
</TABLE>

<TABLE>
<CAPTION>


                             3 Year Extension
                             ----------------
                            LIBOR Increases 2%
                            ------------------
 Price (%)     8%          0%                2%                4%                6%                8%
- ------------------  ----------------  ----------------  ----------------  ----------------  -----------------
<S>           <C>                <C>              <C>              <C>               <C>              <C>
              3.79               9.35             6.99             5.41              4.47             3.79  Weighted Average Life
                                                                                                             (years)
             10/94              10/94            10/94            10/94             10/94            10/94  First Principal Payment
                                                                                                             Date
             01/03              05/11            03/08            04/05             08/03            01/03  Last Principal Payment
                                                                                                             Date
99 22/32 ..   52.5               47.7            48.3             49.0              49.7             50.4 Discount Margin (bps)
99 24/32 ..   50.5               46.7            47.1             47.5              48.0             48.4 Discount Margin (bps)
99 26/32 ..   48.6               45.7            45.9             46.0              46.2             46.4 Discount Margin (bps)
99 28/32 ..   46.7               44.7            44.6             44.6              44.5             44.4 Discount Margin (bps)
99 30/32 ..   44.7               43.7            43.4             43.1              42.7             42.4 Discount Margin (bps)
100 .......   42.8               42.7            42.2             41.6              41.0             40.4 Discount Margin (bps)
100 2/32 ..   40.8               41.7            41.0             40.1              39.3             38.4 Discount Margin (bps)
100 4/32 ..   38.9               40.7            39.7             38.6              37.5             36.4 Discount Margin (bps)
100 6/32 ..   36.9               39.7            38.5             37.1              35.8             34.5 Discount Margin (bps)
100 8/32 ..   35.0               38.7            37.3             35.7              34.1             32.5 Discount Margin (bps)
100 10/32     33.1               37.7            36.1             34.2              32.4             30.5 Discount Margin (bps)
100 12/32     31.1               36.8            34.8             32.7              30.6             28.5 Discount Margin (bps)
</TABLE>





<TABLE>
<CAPTION>
   Weighted Average Life, First Principal Payment Date, Last Principal Payment
 Date, Yield and Duration of Class A-2A Certificates at Various Assumed Prices,
            Percentages of CPR, LIBOR Levels and Balloon Extensions



                                       No Extension                                    3 Year Extension
                                       ------------                                    ----------------
                             Unchanged LIBOR                                           Unchanged LIBOR
                             ---------------                                           ---------------
 Price (%)     0%       2%           4%           6%          8%           0%          2%           4%          6%          8%
- ------------------ ------------  -----------  ----------- -----------  ----------- -----------  -----------  ---------- ---------
<S>           <C>         <C>       <C>        <C>         <C>           <C>           <C>            <C>         <C>        <C>
              2.50        1.58      1.11       0.82        0.66          3.66          1.86           1.20        0.88       0.69
             10/94       10/94     10/94      10/94       10/94         10/94         10/94          10/94       10/94      10/94
             10/98       09/97     12/96      05/96       01/96         02/01         05/98          02/97       06/96      02/96
99 17/64..   7.025       7.094     7.173      7.263       7.352         6.989         7.066          7.152       7.241      7.329
              2.19        1.42      1.02       0.77        0.62          3.05          1.66           1.10        0.82       0.65
99 25/64..   6.968       7.006     7.050      7.100       7.149         6.948         6.991          7.039       7.087      7.137
              2.19        1.43      1.02       0.77        0.62          3.05          1.66           1.10        0.82       0.65
99 33/64..   6.911       6.919     6.927      6.937       6.947         6.907         6.916          6.925       6.935      6.944
              2.19        1.43      1.02       0.77        0.62          3.05          1.66           1.10        0.82       0.65
99 41/64..   6.854       6.831     6.805      6.775       6.745         6.866         6.841          6.812       6.782      6.753
              2.20        1.43      1.02       0.77        0.62          3.06          1.66           1.10        0.82       0.65
99 49/64..   6.797       6.744     6.683      6.613       6.544         6.826         6.766          6.699       6.630      6.562
              2.20        1.43      1.02       0.77        0.62          3.06          1.67           1.10        0.82       0.65
99 57/64..   6.741       6.657     6.561      6.452       6.343         6.785         6.691          6.586       6.479      6.371
              2.20        1.43      1.02       0.77        0.62          3.06          1.67           1.11        0.82       0.65
100 1/64..   6.684       6.570     6.440      6.291       6.143         6.744         6.616          6.474       6.327      6.181
              2.20        1.43      1.03       0.77        0.62          3.06          1.67           1.11        0.82       0.65
100 9/64..   6.628       6.483     6.319      6.130       5.943         6.704         6.542          6.361       6.177      5.991
              2.20        1.43      1.03       0.77        0.62          3.06          1.67           1.11        0.82       0.66
100 17/64.   6.571       6.396     6.198      5.970       5.744         6.663         6.468          6.249       6.026      5.802
              2.20        1.43      1.03       0.77        0.62          3.07          1.67           1.11        0.82       0.66
100 25/64.   6.515       6.310     6.077      5.810       5.545         6.623         6.394          6.138       5.876      5.613
              2.20        1.43      1.03       0.78        0.62          3.07          1.67           1.11        0.83       0.66
100 33/64.   6.459       6.224     5.957      5.651       5.347         6.582         6.320          6.026       5.726      5.425
              2.20        1.44      1.03       0.78        0.63          3.07          1.67           1.11        0.83       0.66
100 41/64.   6.403       6.138     5.837      5.492       5.150         6.542         6.246          5.915       5.577      5.237
              2.21        1.44      1.03       0.78        0.63          3.07          1.68           1.11        0.83       0.66
</TABLE>

<TABLE>
<CAPTION>

                      5 Year Extension
                      ----------------
                       Unchanged LIBOR
                       ---------------
 Price (%)          0%                2%                        4%                6%                8%
- -----------------------------  ----------------        ---------------  ----------------     -------------------
<S>                      <C>               <C>                 <C>               <C>               <C>
                         3.97              1.88                1.20              0.88              0.69  Weighted Average Life
                                                                                                         (years)
                        10/94             10/94               10/94             10/94             10/94  First Principal Payment
                                                                                                         Date
                        12/01             06/98               02/97             06/96             02/96  Last Principal Payment
                                                                                                         Date
99 17/64..              6.983             7.065               7.152             7.241             7.329  Yield to Maturity (%)
                         3.26              1.67                1.10              0.82              0.65  Duration
99 25/64..              6.945             6.990               7.039             7.087             7.137  Yield to Maturity (%)
                         3.26              1.67                1.10              0.82              0.65  Duration
99 33/64..              6.907             6.915               6.925             6.935             6.944  Yield to Maturity (%)
                         3.26              1.67                1.10              0.82              0.65  Duration
99 41/64..              6.868             6.841               6.812             6.782             6.753  Yield to Maturity (%)
                         3.26              1.68                1.10              0.82              0.65  Duration
99 49/64..              6.830             6.767               6.699             6.630             6.562  Yield to Maturity (%)
                         3.27              1.68                1.10              0.82              0.65  Duration
99 57/64..              6.792             6.692               6.586             6.479             6.371  Yield to Maturity (%)
                         3.27              1.68                1.11              0.82              0.65  Duration
100 1/64..              6.754             6.618               6.474             6.327             6.181  Yield to Maturity (%)
                         3.27              1.68                1.11              0.82              0.65  Duration
100 9/64..              6.716             6.544               6.361             6.177             5.991  Yield to Maturity (%)
                         3.27              1.68                1.11              0.82              0.66  Duration
100 17/64.              6.678             6.471               6.249             6.026             5.802  Yield to Maturity (%)
                         3.28              1.68                1.11              0.82              0.66  Duration
100 25/64.              6.640             6.397               6.138             5.876             5.613  Yield to Maturity (%)
                         3.28              1.68                1.11              0.83              0.66  Duration
100 33/64.              6.602             6.323               6.026             5.726             5.425  Yield to Maturity (%)
                         3.28              1.69                1.11              0.83              0.66  Duration
100 41/64.              6.565             6.250               5.915             5.577             5.237  Yield to Maturity (%)
                         3.28              1.69                1.11              0.83              0.66  Duration
</TABLE>


<TABLE>
<CAPTION>

                            3 Year Extension                                                    3 Year Extension
                            ----------------                                                    ----------------
                           LIBOR Decreases 1%                                                   LIBOR Increases 1%
                           ------------------                                                   -----------------
 Price (%)     0%          2%               4%         6%           8%           0%           2%         4%         6%         8%
- ------------------  ------------     ------------   ---------  ------------  -----------  ---------- ----------  --------  --------
<S>           <C>        <C>              <C>           <C>         <C>          <C>         <C>        <C>         <C>        <C>
              3.66       1.86             1.20          0.88        0.69         3.66        1.86       1.20        0.88       0.69
             10/94      10/94            10/94         10/94       10/94        10/94       10/94      10/94       10/94      10/94
             02/01      05/98            02/97         06/96       02/96        02/01       05/98      02/97       06/96      02/96
99 17/64     6.989      7.066            7.152         7.241       7.329        6.989       7.066      7.152       7.241      7.329
              3.05       1.66             1.10          0.82        0.65         3.05        1.66       1.10        0.82       0.65
99 25/64     6.948      6.991            7.039         7.087       7.137        6.948       6.991      7.039       7.087      7.137
              3.05       1.66             1.10          0.82        0.65         3.05        1.66       1.10        0.82       0.65
99 33/64     6.907      6.916            6.925         6.935       6.944        6.907       6.916      6.925       6.935      6.944
              3.05       1.66             1.10          0.82        0.65         3.05        1.66       1.10        0.82       0.65
99 41/64     6.866      6.841            6.812         6.782       6.753        6.866       6.841      6.812       6.782      6.753
              3.06       1.66             1.10          0.82        0.65         3.06        1.66       1.10        0.82       0.65
99 49/64     6.826      6.766            6.699         6.630       6.562        6.826       6.766      6.699       6.630      6.562
              3.06       1.67             1.10          0.82        0.65         3.06        1.67       1.10        0.82       0.65
99 57/64     6.785      6.691            6.586         6.479       6.371        6.785       6.691      6.586       6.479      6.371
              3.06       1.67             1.11          0.82        0.65         3.06        1.67       1.11        0.82       0.65
100 1/64     6.744      6.616            6.474         6.327       6.181        6.744       6.616      6.474       6.327      6.181
              3.06       1.67             1.11          0.82        0.65         3.06        1.67       1.11        0.82       0.65
100 9/64     6.704      6.542            6.361         6.177       5.991        6.704       6.542      6.361       6.177      5.991
              3.06       1.67             1.11          0.82        0.66         3.06        1.67       1.11        0.82       0.66
100 17/64    6.663      6.468            6.249         6.026       5.802        6.663       6.468      6.249       6.026      5.802
              3.07       1.67             1.11          0.82        0.66         3.07        1.67       1.11        0.82       0.66
100 25/64    6.623      6.394            6.138         5.876       5.613        6.623       6.394      6.138       5.876      5.613
              3.07       1.67             1.11          0.83        0.66         3.07        1.67       1.11        0.83       0.66
100 33/64    6.582      6.320            6.026         5.726       5.425        6.582       6.320      6.026       5.726      5.425
              3.07       1.67             1.11          0.83        0.66         3.07        1.67       1.11        0.83       0.66
100 41/64    6.542      6.246            5.915         5.577       5.237        6.542       6.246      5.915       5.577      5.237
              3.07       1.68             1.11          0.83        0.66         3.07        1.68       1.11        0.83       0.66
</TABLE>
<TABLE>
<CAPTION>


                      3 Year Extension
                      ----------------
                     LIBOR Increases 2%
                     ------------------
 Price (%)          0%                2%                4%                6%                8%
- -----------------------------  ----------------  ----------------  ----------------  -----------------------
<S>                      <C>               <C>               <C>               <C>               <C>
                         3.66              1.86              1.20              0.88              0.69  Weighted Average Life
                                                                                                       (years)
                        10/94             10/94             10/94             10/94             10/94  First Principal Payment
                                                                                                       Date
                        02/01             05/98             02/97             06/96             02/96  Last Principal Payment
                                                                                                       Date
99 17/64..              6.989             7.066             7.152             7.241             7.329  Yield to Maturity (%)
                         3.05              1.66              1.10              0.82              0.65  Duration
99 25/64..              6.948             6.991             7.039             7.087             7.137  Yield to Maturity (%)
                         3.05              1.66              1.10              0.82              0.65  Duration
99 33/64..              6.907             6.916             6.925             6.935             6.944  Yield to Maturity (%)
                         3.05              1.66              1.10              0.82              0.65  Duration
99 41/64..              6.866             6.841             6.812             6.782             6.753  Yield to Maturity (%)
                         3.06              1.66              1.10              0.82              0.65  Duration
99 49/64..              6.826             6.766             6.699             6.630             6.562  Yield to Maturity (%)
                         3.06              1.67              1.10              0.82              0.65  Duration
99 57/64..              6.785             6.691             6.586             6.479             6.371  Yield to Maturity (%)
                         3.06              1.67              1.11              0.82              0.65  Duration
100 1/64..              6.744             6.616             6.474             6.327             6.181  Yield to Maturity (%)
                         3.06              1.67              1.11              0.82              0.65  Duration
100 9/64..              6.704             6.542             6.361             6.177             5.991  Yield to Maturity (%)
                         3.06              1.67              1.11              0.82              0.66  Duration
100 17/64.              6.663             6.468             6.249             6.026             5.802  Yield to Maturity (%)
                         3.07              1.67              1.11              0.82              0.66  Duration
100 25/64.              6.623             6.394             6.138             5.876             5.613  Yield to Maturity (%)
                         3.07              1.67              1.11              0.83              0.66  Duration
100 33/64.              6.582             6.320             6.026             5.726             5.425  Yield to Maturity (%)
                         3.07              1.67              1.11              0.83              0.66  Duration
100 41/64.              6.542             6.246             5.915             5.577             5.237  Yield to Maturity (%)
                         3.07              1.68              1.11              0.83              0.66  Duration
</TABLE>




<TABLE>
<CAPTION>


 Weighted Average Life, First Principal Payment Date, Last Principal Payment Date, Yield and Duration of Class A-2B Certificates at
                             Various Assumed Prices, Percentages of CPR, LIBOR Levels and Balloon Extensions



                                       No Extension                                                            3 Year Extension
                                       ------------                                                            ----------------
                             Unchanged LIBOR                                                                    Unchanged LIBOR
                             ---------------                                                                    ---------------
 Price (%)     0%       2%           4%           6%            8%            0%            2%            4%         6%       8%
- ------------------  ----------  ----------  -----------     -----------    ---------   ----------  -----------  --------- ---------
<S>           <C>        <C>        <C>        <C>              <C>          <C>            <C>         <C>          <C>      <C>
              4.43       3.64       2.80       2.18             1.78         6.89           4.74        3.20         2.37     1.86
             10/98      09/97      12/96      05/96            01/96        02/01          05/98       02/97        06/96    02/96
             08/99      11/98      03/98      05/97            12/96        03/02          05/00       09/98        09/97    01/97
98 22/32..   7.791      7.833      7.903      7.989            8.076        7.724          7.779       7.865        7.958    8.056
              3.64       3.07       2.43       1.93             1.60         5.19           3.84        2.74         2.09     1.67
98 26/32..   7.757      7.792      7.851      7.924            7.998        7.700          7.746       7.819        7.898    7.981
              3.64       3.07       2.43       1.93             1.60         5.19           3.85        2.74         2.09     1.67
98 30/32..   7.722      7.751      7.799      7.859            7.919        7.676          7.714       7.773        7.838    7.906
              3.64       3.07       2.43       1.93             1.61         5.19           3.85        2.74         2.09     1.67
99 2/32...   7.688      7.710      7.748      7.794            7.841        7.651          7.681       7.727        7.778    7.830
              3.64       3.07       2.43       1.94             1.61         5.20           3.85        2.74         2.09     1.67
99 6/32...   7.653      7.669      7.696      7.730            7.763        7.627          7.649       7.682        7.718    7.755
              3.64       3.07       2.44       1.94             1.61         5.20           3.85        2.74         2.09     1.67
99 10/32..   7.619      7.629      7.645      7.665            7.685        7.603          7.616       7.636        7.658    7.681
              3.64       3.07       2.44       1.94             1.61         5.20           3.85        2.74         2.09     1.67
99 14/32..   7.585      7.588      7.593      7.600            7.607        7.579          7.584       7.590        7.598    7.606
              3.65       3.07       2.44       1.94             1.61         5.20           3.85        2.74         2.09     1.67
99 18/32..   7.550      7.547      7.542      7.536            7.530        7.555          7.551       7.545        7.538    7.531
              3.65       3.08       2.44       1.94             1.61         5.20           3.85        2.74         2.09     1.67
99 22/32..   7.516      7.507      7.491      7.472            7.452        7.531          7.519       7.500        7.479    7.457
              3.65       3.08       2.44       1.94             1.61         5.21           3.85        2.75         2.09     1.67
99 26/32..   7.482      7.466      7.440      7.407            7.375        7.507          7.486       7.454        7.419    7.382
              3.65       3.08       2.44       1.94             1.61         5.21           3.86        2.75         2.09     1.68
99 30/32..   7.448      7.426      7.389      7.343            7.298        7.483          7.454       7.409        7.360    7.308
              3.65       3.08       2.44       1.94             1.61         5.21           3.86        2.75         2.09     1.68
100 2/32..   7.414      7.385      7.338      7.279            7.220        7.460          7.422       7.364        7.300    7.234
              3.65       3.08       2.44       1.94             1.61         5.21           3.86        2.75         2.09     1.68

</TABLE>

<TABLE>
<CAPTION>

                      5 Year Extension
                      ----------------
                       Unchanged LIBOR
                       ---------------
 Price (%)          0%                2%                4%                6%                8%
- -----------------------------  ----------------  ----------------  ----------------  -----------------
<S>                      <C>               <C>               <C>               <C>               <C>
                         8.14              4.96              3.23              2.37              1.86  Weighted Average Life
                                                                                                       (years)
                        12/01             06/98             02/97             06/96             02/96  First Principal Payment
                                                                                                       Date
                        07/03             10/00             10/98             09/97             01/97  Last Principal Payment
                                                                                                       Date
98 22/32..              7.706             7.772             7.862             7.958             8.056  Yield to Maturity (%)
                         5.88              3.99              2.76              2.09              1.67  Duration
98 26/32..              7.684             7.740             7.817             7.898             7.981  Yield to Maturity (%)
                         5.88              3.99              2.76              2.09              1.67  Duration
98 30/32..              7.663             7.709             7.771             7.838             7.906  Yield to Maturity (%)
                         5.88              3.99              2.77              2.09              1.67  Duration
99 2/32...              7.642             7.677             7.726             7.778             7.830  Yield to Maturity (%)
                         5.89              3.99              2.77              2.09              1.67  Duration
99 6/32...              7.620             7.646             7.681             7.718             7.755  Yield to Maturity (%)
                         5.89              3.99              2.77              2.09              1.67  Duration
99 10/32..              7.599             7.614             7.635             7.658             7.681  Yield to Maturity (%)
                         5.89              3.99              2.77              2.09              1.67  Duration
99 14/32..              7.578             7.583             7.590             7.598             7.606  Yield to Maturity (%)
                         5.89              3.99              2.77              2.09              1.67  Duration
99 18/32..              7.557             7.552             7.545             7.538             7.531  Yield to Maturity (%)
                         5.89              4.00              2.77              2.09              1.67  Duration
99 22/32..              7.535             7.521             7.500             7.479             7.457  Yield to Maturity (%)
                         5.90              4.00              2.77              2.09              1.67  Duration
99 26/32..              7.514             7.489             7.455             7.419             7.382  Yield to Maturity (%)
                         5.90              4.00              2.77              2.09              1.68  Duration
99 30/32..              7.493             7.458             7.410             7.360             7.308  Yield to Maturity (%)
                         5.90              4.00              2.77              2.09              1.68  Duration
100 2/32..              7.472             7.427             7.366             7.300             7.234  Yield to Maturity (%)
                         5.90              4.00              2.77              2.09              1.68  Duration
</TABLE>

<TABLE>
<CAPTION>

                            3 Year Extension                                            3 Year Extension
                            ----------------                                            ----------------
                           LIBOR Decreases 1%                                          LIBOR Increases 1%
                           ------------------                                          ------------------
 Price (%)     0%      2%            4%          6%          8%          0%            2%         4%         6%              8%
- ------------------  ----------  -----------  ----------  ----------   ---------    ---------   ---------  ---------      ---------
<S>           <C>       <C>         <C>         <C>         <C>          <C>          <C>         <C>          <C>           <C>
              6.89      4.74        3.20        2.37        1.86         6.89         4.74        3.20         2.37          1.86
             02/01     05/98       02/97       06/96       02/96        02/01        05/98       02/97        06/96         02/96
             03/02     05/00       09/98       09/97       01/97        03/02        05/00       09/98        09/97         01/97
98 22/32..   7.724     7.779       7.865       7.958       8.056        7.724        7.779       7.865        7.958         8.056
              5.19      3.84        2.74        2.09        1.67         5.19         3.84        2.74         2.09          1.67
98 26/32..   7.700     7.746       7.819       7.898       7.981        7.700        7.746       7.819        7.898         7.981
              5.19      3.85        2.74        2.09        1.67         5.19         3.85        2.74         2.09          1.67
98 30/32..   7.676     7.714       7.773       7.838       7.906        7.676        7.714       7.773        7.838         7.906
              5.19      3.85        2.74        2.09        1.67         5.19         3.85        2.74         2.09          1.67
99 2/32...   7.651     7.681       7.727       7.778       7.830        7.651        7.681       7.727        7.778         7.830
              5.20      3.85        2.74        2.09        1.67         5.20         3.85        2.74         2.09          1.67
99 6/32...   7.627     7.649       7.682       7.718       7.755        7.627        7.649       7.682        7.718         7.755
              5.20      3.85        2.74        2.09        1.67         5.20         3.85        2.74         2.09          1.67
99 10/32..   7.603     7.616       7.636       7.658       7.681        7.603        7.616       7.636        7.658         7.681
              5.20      3.85        2.74        2.09        1.67         5.20         3.85        2.74         2.09          1.67
99 14/32..   7.579     7.584       7.590       7.598       7.606        7.579        7.584       7.590        7.598         7.606
              5.20      3.85        2.74        2.09        1.67         5.20         3.85        2.74         2.09          1.67
99 18/32..   7.555     7.551       7.545       7.538       7.531        7.555        7.551       7.545        7.538         7.531
              5.20      3.85        2.74        2.09        1.67         5.20         3.85        2.74         2.09          1.67
99 22/32..   7.531     7.519       7.500       7.479       7.457        7.531        7.519       7.500        7.479         7.457
              5.21      3.85        2.75        2.09        1.67         5.21         3.85        2.75         2.09          1.67
99 26/32..   7.507     7.486       7.454       7.419       7.382        7.507        7.486       7.454        7.419         7.382
              5.21      3.86        2.75        2.09        1.68         5.21         3.86        2.75         2.09          1.68
99 30/32..   7.483     7.454       7.409       7.360       7.308        7.483        7.454       7.409        7.360         7.308
              5.21      3.86        2.75        2.09        1.68         5.21         3.86        2.75         2.09          1.68
100 2/32..   7.460     7.422       7.364       7.300       7.234        7.460        7.422       7.364        7.300         7.234
              5.21      3.86        2.75        2.09        1.68         5.21         3.86        2.75         2.09          1.68
</TABLE>


<TABLE>
<CAPTION>

                      3 Year Extension
                      ----------------
                     LIBOR Increases 2%
                     ------------------
 Price (%)          0%                2%                4%                6%                8%
- -----------------------------  ----------------  ----------------  ----------------  ----------------
<S>                      <C>               <C>               <C>               <C>               <C>
                         6.89              4.74              3.20              2.37              1.86  Weighted Average Life
                                                                                                       (years)
                        02/01             05/98             02/97             06/96             02/96  First Principal Payment
                                                                                                       Date
                        03/02             05/00             09/98             09/97             01/97  Last Principal Payment
                                                                                                       Date
98 22/32..              7.724             7.779             7.865             7.958             8.056  Yield to Maturity (%)
                         5.19              3.84              2.74              2.09              1.67  Duration
98 26/32..              7.700             7.746             7.819             7.898             7.981  Yield to Maturity (%)
                         5.19              3.85              2.74              2.09              1.67  Duration
98 30/32..              7.676             7.714             7.773             7.838             7.906  Yield to Maturity (%)
                         5.19              3.85              2.74              2.09              1.67  Duration
99 2/32...              7.651             7.681             7.727             7.778             7.830  Yield to Maturity (%)
                         5.20              3.85              2.74              2.09              1.67  Duration
99 6/32...              7.627             7.649             7.682             7.718             7.755  Yield to Maturity (%)
                         5.20              3.85              2.74              2.09              1.67  Duration
99 10/32..              7.603             7.616             7.636             7.658             7.681  Yield to Maturity (%)
                         5.20              3.85              2.74              2.09              1.67  Duration
99 14/32..              7.579             7.584             7.590             7.598             7.606  Yield to Maturity (%)
                         5.20              3.85              2.74              2.09              1.67  Duration
99 18/32..              7.555             7.551             7.545             7.538             7.531  Yield to Maturity (%)
                         5.20              3.85              2.74              2.09              1.67  Duration
99 22/32..              7.531             7.519             7.500             7.479             7.457  Yield to Maturity (%)
                         5.21              3.85              2.75              2.09              1.67  Duration
99 26/32..              7.507             7.486             7.454             7.419             7.382  Yield to Maturity (%)
                         5.21              3.86              2.75              2.09              1.68  Duration
99 30/32..              7.483             7.454             7.409             7.360             7.308  Yield to Maturity (%)
                         5.21              3.86              2.75              2.09              1.68  Duration
100 2/32..              7.460             7.422             7.364             7.300             7.234  Yield to Maturity (%)
                         5.21              3.86              2.75              2.09              1.68  Duration
</TABLE>



<TABLE>
<CAPTION>


 Weighted Average Life, First Principal Payment Date, Last Principal Payment Date, Yield and Duration of Class A-2C Certificates
                           at Various Assumed Prices, Percentages of CPR, LIBOR Levels and Balloon Extensions



                                       No Extension                                   3 Year Extension
                                       ------------                                   ----------------
                             Unchanged LIBOR                                           Unchanged LIBOR
                             ---------------                                           ---------------
 Price (%)     0%       2%           4%          6%          8%          0%          2%           4%          6%            8%
- ------------------  -----------  -----------  --------- ----------  ----------    --------   ----------   --------     ---------
<S>           <C>          <C>          <C>        <C>        <C>         <C>         <C>          <C>        <C>           <C>
              7.89         6.28         5.36       4.81       4.36        9.82        8.25         7.22       6.29          5.41
             08/99        11/98        03/98      05/97      12/96       03/02       05/00        09/98      09/97         01/97
             11/08        08/06        02/03      02/01      11/00       09/09       08/06        11/03      05/03         01/03
93 6/32...   8.753        8.947        9.118      9.262      9.413       8.559       8.677        8.797      8.944         9.127
              5.42         4.67         4.16       3.81       3.50        6.49        5.81         5.24       4.68          4.13
93 18/32..   8.679        8.862        9.023      9.157      9.298       8.498       8.608        8.721      8.859         9.031
              5.43         4.68         4.17       3.81       3.50        6.50        5.82         5.25       4.69          4.13
93 30/32..   8.606        8.777        8.927      9.053      9.185       8.437       8.540        8.645      8.774         8.935
              5.44         4.68         4.17       3.82       3.50        6.51        5.83         5.26       4.69          4.14
94 10/32..   8.533        8.692        8.832      8.949      9.072       8.376       8.472        8.570      8.690         8.839
              5.45         4.69         4.18       3.82       3.51        6.52        5.83         5.26       4.70          4.15
94 22/32..   8.461        8.608        8.738      8.846      8.960       8.315       8.405        8.495      8.606         8.744
              5.46         4.70         4.18       3.83       3.51        6.53        5.84         5.27       4.71          4.15
95 2/32...   8.389        8.525        8.644      8.744      8.848       8.255       8.337        8.421      8.523         8.650
              5.47         4.70         4.19       3.83       3.52        6.54        5.85         5.28       4.71          4.16
95 14/32..   8.318        8.441        8.551      8.641      8.737       8.195       8.271        8.347      8.440         8.555
              5.47         4.71         4.19       3.84       3.52        6.55        5.85         5.28       4.72          4.16
95 26/32..   8.246        8.359        8.458      8.540      8.626       8.136       8.204        8.273      8.357         8.462
              5.48         4.71         4.19       3.84       3.53        6.56        5.86         5.29       4.72          4.17
96 6/32...   8.176        8.276        8.365      8.439      8.516       8.077       8.138        8.200      8.275         8.369
              5.49         4.72         4.20       3.84       3.53        6.56        5.87         5.30       4.73          4.17
96 18/32..   8.105        8.195        8.273      8.338      8.407       8.018       8.072        8.127      8.193         8.276
              5.50         4.73         4.20       3.85       3.53        6.57        5.87         5.30       4.74          4.18
96 30/32..   8.035        8.113        8.181      8.238      8.298       7.959       8.006        8.054      8.112         8.184
              5.51         4.73         4.21       3.85       3.54        6.58        5.88         5.31       4.74          4.19
97 10/32..   7.966        8.032        8.090      8.139      8.189       7.901       7.941        7.982      8.031         8.092
              5.52         4.74         4.21       3.86       3.54        6.59        5.89         5.31       4.75          4.19
</TABLE>


<TABLE>
<CAPTION>

                      5 Year Extension
                      ----------------
                       Unchanged LIBOR
                       ---------------
 Price (%)          0%                2%                4%                6%                8%
- -----------------------------  ----------------  ----------------  ----------------  ---------------
<S>                     <C>                <C>               <C>               <C>               <C>
                        11.07              9.57              8.19              6.86              5.70  Weighted Average Life
                                                                                                       (years)
                        07/03             10/00             10/98             09/97             01/97  First Principal Payment
                                                                                                       Date
                        03/09             08/06             05/05             01/05             11/03  Last Principal Payment
                                                                                                       Date
93 6/32...              8.475             8.568             8.694             8.864             9.071  Yield to Maturity (%)
                         7.09              6.44              5.71              4.96              4.28  Duration
93 18/32..              8.419             8.506             8.625             8.784             8.978  Yield to Maturity (%)
                         7.10              6.45              5.72              4.97              4.29  Duration
93 30/32..              8.363             8.444             8.555             8.704             8.885  Yield to Maturity (%)
                         7.11              6.46              5.73              4.98              4.29  Duration
94 10/32..              8.308             8.383             8.486             8.625             8.793  Yield to Maturity (%)
                         7.12              6.46              5.74              4.98              4.30  Duration
94 22/32..              8.252             8.322             8.417             8.545             8.701  Yield to Maturity (%)
                         7.13              6.47              5.75              4.99              4.31  Duration
95 2/32...              8.197             8.262             8.349             8.467             8.610  Yield to Maturity (%)
                         7.14              6.48              5.75              5.00              4.31  Duration
95 14/32..              8.142             8.201             8.281             8.389             8.519  Yield to Maturity (%)
                         7.15              6.49              5.76              5.01              4.32  Duration
95 26/32..              8.088             8.141             8.214             8.311             8.429  Yield to Maturity (%)
                         7.16              6.50              5.77              5.01              4.33  Duration
96 6/32...              8.034             8.081             8.146             8.233             8.339  Yield to Maturity (%)
                         7.17              6.51              5.78              5.02              4.33  Duration
96 18/32..              7.980             8.022             8.079             8.156             8.250  Yield to Maturity (%)
                         7.18              6.52              5.79              5.03              4.34  Duration
96 30/32..              7.926             7.963             8.013             8.080             8.161  Yield to Maturity (%)
                         7.19              6.52              5.79              5.04              4.34  Duration
97 10/32..              7.873             7.904             7.947             8.004             8.073  Yield to Maturity (%)
                         7.20              6.53              5.80              5.04              4.35  Duration
</TABLE>
<TABLE>
<CAPTION>


                            3 Year Extension                                           3 Year Extension
                            ----------------                                           ----------------
                           LIBOR Decreases 1%                                         LIBOR Increases 1%
                           ------------------                                         ------------------
 Price (%)     0%        2%          4%          6%         8%          0%           2%         4%           6%            8%
- ------------------  ----------  ----------  ----------  ----------  ----------   ---------   ---------  ----------     ---------
<S>           <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>           <C>
              9.55        8.25        7.22        6.29        5.41        9.92        8.25        7.22        6.29          5.41
             03/02       05/00       09/98       09/97       01/97       03/02       05/00       09/98       09/97         01/97
             01/08       08/06       11/03       05/03       01/03       03/11       08/06       11/03       05/03         01/03
93 6/32...   8.573       8.677       8.797       8.944       9.127       8.555       8.677       8.797       8.944         9.127
              6.41        5.81        5.24        4.68        4.13        6.52        5.81        5.24        4.68          4.13
93 18/32..   8.511       8.608       8.721       8.859       9.031       8.493       8.608       8.721       8.859         9.031
              6.41        5.82        5.25        4.69        4.13        6.53        5.82        5.25        4.69          4.13
93 30/32..   8.449       8.540       8.645       8.774       8.935       8.433       8.540       8.645       8.774         8.935
              6.42        5.83        5.26        4.69        4.14        6.54        5.83        5.26        4.69          4.14
94 10/32..   8.387       8.472       8.570       8.690       8.839       8.372       8.472       8.570       8.690         8.839
              6.43        5.83        5.26        4.70        4.15        6.55        5.83        5.26        4.70          4.15
94 22/32..   8.326       8.405       8.495       8.606       8.744       8.312       8.405       8.495       8.606         8.744
              6.44        5.84        5.27        4.71        4.15        6.56        5.84        5.27        4.71          4.15
95 2/32...   8.265       8.337       8.421       8.523       8.650       8.252       8.337       8.421       8.523         8.650
              6.45        5.85        5.28        4.71        4.16        6.57        5.85        5.28        4.71          4.16
95 14/32..   8.204       8.271       8.347       8.440       8.555       8.192       8.271       8.347       8.440         8.555
              6.46        5.85        5.28        4.72        4.16        6.58        5.85        5.28        4.72          4.16
95 26/32..   8.144       8.204       8.273       8.357       8.462       8.133       8.204       8.273       8.357         8.462
              6.47        5.86        5.29        4.72        4.17        6.59        5.86        5.29        4.72          4.17
96 6/32...   8.084       8.138       8.200       8.275       8.369       8.074       8.138       8.200       8.275         8.369
              6.48        5.87        5.30        4.73        4.17        6.59        5.87        5.30        4.73          4.17
96 18/32..   8.024       8.072       8.127       8.193       8.276       8.016       8.072       8.127       8.193         8.276
              6.48        5.87        5.30        4.74        4.18        6.60        5.87        5.30        4.74          4.18
96 30/32..   7.965       8.006       8.054       8.112       8.184       7.957       8.006       8.054       8.112         8.184
              6.49        5.88        5.31        4.74        4.19        6.61        5.88        5.31        4.74          4.19
97 10/32..   7.906       7.941       7.982       8.031       8.092       7.899       7.941       7.982       8.031         8.092
              6.50        5.89        5.31        4.75        4.19        6.62        5.89        5.31        4.75          4.19
</TABLE>


<TABLE>
<CAPTION>

                      3 Year Extension
                      ----------------
                     LIBOR Increases 2%
                     ------------------
 Price (%)          0%                2%                4%                6%                8%
- -----------------------------  ----------------  ----------------  ----------------  ---------------
<S>                      <C>               <C>               <C>               <C>               <C>
                         9.92              8.25              7.22              6.29              5.41  Weighted Average Life
                                                                                                       (years)
                        03/02             05/00             09/98             09/97             01/97  First Principal Payment
                                                                                                       Date
                        03/11             08/06             11/03             05/03             01/03  Last Principal Payment
                                                                                                       Date
93 6/32...              8.555             8.677             8.797             8.944             9.127  Yield to Maturity (%)
                         6.52              5.81              5.24              4.68              4.13  Duration
93 18/32..              8.493             8.608             8.721             8.859             9.031  Yield to Maturity (%)
                         6.53              5.82              5.25              4.69              4.13  Duration
93 30/32..              8.433             8.540             8.645             8.774             8.935  Yield to Maturity (%)
                         6.54              5.83              5.26              4.69              4.14  Duration
94 10/32..              8.372             8.472             8.570             8.690             8.839  Yield to Maturity (%)
                         6.55              5.83              5.26              4.70              4.15  Duration
94 22/32..              8.312             8.405             8.495             8.606             8.744  Yield to Maturity (%)
                         6.56              5.84              5.27              4.71              4.15  Duration
95 2/32...              8.252             8.337             8.421             8.523             8.650  Yield to Maturity (%)
                         6.57              5.85              5.28              4.71              4.16  Duration
95 14/32..              8.192             8.271             8.347             8.440             8.555  Yield to Maturity (%)
                         6.58              5.85              5.28              4.72              4.16  Duration
95 26/32..              8.133             8.204             8.273             8.357             8.462  Yield to Maturity (%)
                         6.59              5.86              5.29              4.72              4.17  Duration
96 6/32...              8.074             8.138             8.200             8.275             8.369  Yield to Maturity (%)
                         6.59              5.87              5.30              4.73              4.17  Duration
96 18/32..              8.016             8.072             8.127             8.193             8.276  Yield to Maturity (%)
                         6.60              5.87              5.30              4.74              4.18  Duration
96 30/32..              7.957             8.006             8.054             8.112             8.184  Yield to Maturity (%)
                         6.61              5.88              5.31              4.74              4.19  Duration
97 10/32..              7.899             7.941             7.982             8.031             8.092  Yield to Maturity (%)
                         6.62              5.89              5.31              4.75              4.19  Duration
</TABLE>




<TABLE>
<CAPTION>


 Weighted Average Life, First Principal Payment Date, Last Principal Payment Date and Discount Margin of Class A-3 Certificates
                         at Various Prices, Percentages of CPR, LIBOR Levels and Balloon Extensions



                                       No Extension                                3 Year Extension
                                       ------------                                ----------------
                             Unchanged LIBOR                                       Unchanged LIBOR
                             ---------------                                       ---------------
 Price (%)     0%        2%          4%         6%         8%         0%          2%          4%             6%              8%
- ------------------   ---------  ----------  ---------  ---------  ---------  ----------  ----------    ----------       ---------
<S>           <C>         <C>         <C>        <C>        <C>        <C>         <C>         <C>           <C>             <C>
              4.20        3.84        3.49       3.15       2.83       6.34        5.58        4.88          4.28            3.76
             10/94       10/94       10/94      10/94      10/94      10/94       10/94       10/94         10/94           10/94
             07/00       07/00       06/00      05/00      01/00      06/03       06/03       11/02         04/02           07/01
99 22/32..    63.5        64.2        65.1       66.1       67.2       61.0        61.7        62.5          63.4            64.4
99 24/32..    61.8        62.4        63.1       63.9       64.8       59.8        60.4        61.0          61.7            62.6
99 26/32..    60.1        60.5        61.1       61.6       62.3       58.6        59.0        59.5          60.1            60.7
99 28/32..    58.4        58.7        59.0       59.4       59.9       57.4        57.7        58.0          58.4            58.8
99 30/32..    56.7        56.8        57.0       57.2       57.4       56.2        56.3        56.5          56.7            56.9
100.......    55.0        55.0        55.0       55.0       55.0       55.0        55.0        55.0          55.0            55.0
100 2/32..    53.3        53.2        53.0       52.8       52.6       53.8        53.7        53.5          53.3            53.1
100 4/32..    51.6        51.3        51.0       50.6       50.1       52.6        52.3        52.0          51.6            51.2
100 6/32..    49.9        49.5        49.0       48.4       47.7       51.4        51.0        50.5          50.0            49.3
100 8/32..    48.2        47.6        46.9       46.2       45.3       50.2        49.7        49.0          48.3            47.5
100 10/32.    46.5        45.8        44.9       43.9       42.8       49.0        48.3        47.5          46.6            45.6
100 12/32.    44.8        44.0        42.9       41.7       40.4       47.8        47.0        46.0          44.9            43.7
</TABLE>

<TABLE>
<CAPTION>

                      5 Year Extension
                      ----------------
                       Unchanged LIBOR
                       ---------------
 Price (%)          0%                2%                4%                6%                8%
- -----------------------------  ----------------  ----------------  ----------------  ---------------
<S>                      <C>               <C>               <C>               <C>               <C>
                         7.59              6.54              5.59              4.78              4.10  Weighted Average Life
                                                                                                       (years)
                        10/94             10/94             10/94             10/94             10/94  First Principal Payment
                                                                                                       Date
                        06/05             02/05             04/04             04/03             06/02  Last Principal Payment
                                                                                                       Date
99 22/32..               60.2              60.9              61.7              62.7              63.8  Discount Margin (bps)
99 24/32..               59.2              59.7              60.4              61.2              62.0  Discount Margin (bps)
99 26/32..               58.1              58.5              59.0              59.6              60.3  Discount Margin (bps)
99 28/32..               57.1              57.4              57.7              58.1              58.5  Discount Margin (bps)
99 30/32..               56.0              56.2              56.3              56.5              56.8  Discount Margin (bps)
100.......               55.0              55.0              55.0              55.0              55.0  Discount Margin (bps)
100 2/32..               54.0              53.8              53.7              53.5              53.2  Discount Margin (bps)
100 4/32..               52.9              52.6              52.3              51.9              51.5  Discount Margin (bps)
100 6/32..               51.9              51.5              51.0              50.4              49.7  Discount Margin (bps)
100 8/32..               50.9              50.3              49.6              48.9              48.0  Discount Margin (bps)
100 10/32.               49.8              49.1              48.3              47.3              46.2  Discount Margin (bps)
100 12/32.               48.8              48.0              47.0              45.8              44.5  Discount Margin (bps)
</TABLE>



<TABLE>
<CAPTION>



                            3 Year Extension                                       3 Year Extension
                            ----------------                                       ----------------
                           LIBOR Decreases 1%                                      LIBOR Increases 1%
                           ------------------                                      ------------------
 Price (%)     0%       2%          4%         6%         8%           0%         2%           4%         6%              8%
- ------------------   ---------  ----------  --------- -----------  ----------  ---------   ---------  ----------     ---------
<S>           <C>         <C>         <C>        <C>         <C>         <C>        <C>         <C>         <C>           <C>
              6.34        5.58        4.88       4.28        3.76        6.34       5.58        4.88        4.28          3.76
             10/94       10/94       10/94      10/94       10/94       10/94      10/94       10/94       10/94         10/94
             06/03       06/03       11/02      04/02       07/01       06/03      06/03       11/02       04/02         07/01
99 22/32..    62.1        63.0        64.0       65.1        66.4        59.8       60.3        60.9        61.6          62.4
99 24/32..    61.0        61.7        62.5       63.5        64.5        58.5       58.9        59.4        59.9          60.5
99 26/32..    59.8        60.4        61.1       61.8        62.7        57.3       57.5        57.9        58.2          58.6
99 28/32..    58.6        59.1        59.6       60.2        60.8        56.0       56.2        56.3        56.5          56.6
99 30/32..    57.5        57.8        58.1       58.5        59.0        54.8       54.8        54.8        54.7          54.7
100.......    56.3        56.5        56.7       56.9        57.1        53.6       53.4        53.2        53.0          52.8
100 2/32..    55.2        55.2        55.2       55.2        55.3        52.3       52.0        51.7        51.3          50.9
100 4/32..    54.0        53.9        53.8       53.6        53.4        51.1       50.7        50.1        49.6          48.9
100 6/32..    52.9        52.6        52.3       52.0        51.6        49.9       49.3        48.6        47.9          47.0
100 8/32..    51.7        51.3        50.8       50.3        49.7        48.6       47.9        47.1        46.1          45.1
100 10/32.    50.6        50.0        49.4       48.7        47.9        47.4       46.5        45.5        44.4          43.2
100 12/32.    49.4        48.7        47.9       47.1        46.1        46.2       45.2        44.0        42.7          41.2
</TABLE>
<TABLE>
<CAPTION>


                      3 Year Extension
                      ----------------
                     LIBOR Increases 2%
                     ------------------
 Price (%)          0%                2%                4%                6%                8%
- -----------------------------  ----------------  ----------------  ----------------  ---------------
<S>                      <C>               <C>               <C>               <C>               <C>
                         6.34              5.58              4.88              4.28              3.76  Weighted Average Life
                                                                                                       (years)
                        10/94             10/94             10/94             10/94             10/94  First Principal Payment
                                                                                                       Date
                        06/03             06/03             11/02             04/02             07/01  Last Principal Payment
                                                                                                       Date
99 22/32..               58.4              58.8              59.3              59.8              60.3  Discount Margin (bps)
99 24/32 .               57.2              57.4              57.7              58.0              58.4  Discount Margin (bps)
99 26/32..               55.9              56.0              56.1              56.2              56.4  Discount Margin (bps)
99 28/32..               54.6              54.6              54.5              54.5              54.4  Discount Margin (bps)
99 30/32..               53.3              53.2              52.9              52.7              52.4  Discount Margin (bps)
100.......               52.1              51.7              51.4              50.9              50.5  Discount Margin (bps)
100 2/32..               50.8              50.3              49.8              49.2              48.5  Discount Margin (bps)
100 4/32..               49.5              48.9              48.2              47.4              46.5  Discount Margin (bps)
100 6/32..               48.3              47.5              46.6              45.7              44.6  Discount Margin (bps)
100 8/32..               47.0              46.1              45.0              43.9              42.6  Discount Margin (bps)
100 10/32.               45.7              44.7              43.5              42.1              40.7  Discount Margin (bps)
100 12/32.               44.4              43.3              41.9              40.4              38.7  Discount Margin (bps)
</TABLE>



<TABLE>
<CAPTION>



 Weighted Average Life, First Principal Payment Date, Last Principal Payment Date, Yield and Duration of Class A-4 Certificates
                           at Various Assumed Prices, Percentages of CPR, LIBOR Levels and Balloon Extensions


                                       No Extension                                  3 Year Extension
                                       ------------                                  ----------------
                             Unchanged LIBOR                                         Unchanged LIBOR
                             ---------------                                         ---------------
 Price (%)     0%        2%         4%           6%         8%          0%           2%           4%         6%             8%
- ------------------   ---------  ----------   ---------   ---------  ----------   ----------    --------  ---------      ---------
<S>           <C>         <C>         <C>         <C>         <C>         <C>          <C>         <C>        <C>            <C>
              1.15        0.89        0.76        0.65        0.58        3.03         2.26        1.68       1.26           1.01
             10/94       10/94       10/94       10/94       10/94       10/94        10/94       10/94      10/94          10/94
             04/97       08/96       05/96       01/96       11/95       05/99        04/98       01/98      04/97          10/96
99 10/32..   7.556       7.607       7.649       7.695       7.735       7.439        7.464       7.497      7.538          7.581
              1.04        0.83        0.71        0.61        0.54        2.59         1.98        1.49       1.15           0.93
99 14/32..   7.436       7.456       7.472       7.490       7.505       7.391        7.400       7.413      7.429          7.446
              1.04        0.83        0.71        0.61        0.55        2.59         1.98        1.50       1.15           0.93
99 18/32..   7.316       7.305       7.295       7.285       7.276       7.343        7.337       7.330      7.320          7.311
              1.05        0.83        0.71        0.61        0.55        2.59         1.98        1.50       1.15           0.93
99 22/32..   7.197       7.154       7.119       7.081       7.048       7.295        7.274       7.246      7.212          7.176
              1.05        0.83        0.71        0.61        0.55        2.59         1.98        1.50       1.15           0.93
99 26/32..   7.078       7.004       6.944       6.878       6.820       7.247        7.211       7.163      7.103          7.042
              1.05        0.83        0.71        0.61        0.55        2.60         1.98        1.50       1.15           0.93
99 30/32..   6.960       6.854       6.769       6.675       6.593       7.199        7.148       7.080      6.995          6.908
              1.05        0.83        0.71        0.61        0.55        2.60         1.98        1.50       1.15           0.93
100 2/32..   6.841       6.705       6.594       6.472       6.366       7.151        7.086       6.998      6.887          6.775
              1.05        0.83        0.71        0.61        0.55        2.60         1.98        1.50       1.15           0.93
100 6/32..   6.723       6.556       6.420       6.270       6.140       7.103        7.023       6.915      6.780          6.642
              1.05        0.83        0.71        0.62        0.55        2.60         1.99        1.50       1.15           0.93
100 10/32.   6.605       6.407       6.246       6.069       5.915       7.055        6.961       6.833      6.672          6.509
              1.05        0.83        0.71        0.62        0.55        2.60         1.99        1.51       1.15           0.93
100 14/32.   6.488       6.259       6.072       5.868       5.690       7.008        6.899       6.750      6.565          6.376
              1.05        0.84        0.71        0.62        0.55        2.60         1.99        1.51       1.16           0.93
100 18/32.   6.371       6.111       5.899       5.667       5.466       6.960        6.836       6.668      6.458          6.244
              1.06        0.84        0.72        0.62        0.55        2.60         1.99        1.51       1.16           0.94
100 22/32.   6.254       5.963       5.727       5.467       5.242       6.913        6.774       6.587      6.351          6.112
              1.06        0.84        0.72        0.62        0.55        2.60         1.99        1.51       1.16           0.94
</TABLE>

<TABLE>
<CAPTION>

                      5 Year Extension
                      ----------------
                       Unchanged LIBOR
                       ---------------
 Price (%)          0%                2%                4%                6%                8%
- -----------------------------  ----------------  ----------------  ----------------  ----------------
<S>                      <C>               <C>               <C>               <C>               <C>
                         3.89              2.47              1.68              1.26              1.01  Weighted Average Life
                                                                                                       (years)
                        10/94             10/94             10/94             10/94             10/94  First Principal Payment
                                                                                                       Date
                        04/00             09/99             02/98             04/97             10/96  Last Principal Payment
                                                                                                       Date
99 10/32..              7.424             7.456             7.497             7.538             7.581  Yield to Maturity (%)
                         3.19              2.13              1.50              1.15              0.93  Duration
99 14/32..              7.385             7.397             7.413             7.429             7.446  Yield to Maturity (%)
                         3.19              2.13              1.50              1.15              0.93  Duration
99 18/32..              7.346             7.339             7.330             7.320             7.311  Yield to Maturity (%)
                         3.19              2.13              1.50              1.15              0.93  Duration
99 22/32..              7.307             7.280             7.246             7.212             7.176  Yield to Maturity (%)
                         3.19              2.13              1.50              1.15              0.93  Duration
99 26/32..              7.268             7.222             7.163             7.103             7.042  Yield to Maturity (%)
                         3.19              2.14              1.50              1.15              0.93  Duration
99 30/32..              7.229             7.164             7.081             6.995             6.908  Yield to Maturity (%)
                         3.20              2.14              1.50              1.15              0.93  Duration
100 2/32..              7.190             7.106             6.998             6.887             6.775  Yield to Maturity (%)
                         3.20              2.14              1.50              1.15              0.93  Duration
100 6/32..              7.151             7.048             6.915             6.780             6.642  Yield to Maturity (%)
                         3.20              2.14              1.50              1.15              0.93  Duration
100 10/32.              7.112             6.990             6.833             6.672             6.509  Yield to Maturity (%)
                         3.20              2.14              1.51              1.15              0.93  Duration
100 14/32.              7.074             6.932             6.751             6.565             6.376  Yield to Maturity (%)
                         3.20              2.14              1.51              1.16              0.93  Duration
100 18/32.              7.035             6.874             6.669             6.458             6.244  Yield to Maturity (%)
                         3.20              2.15              1.51              1.16              0.94  Duration
100 22/32.              6.997             6.817             6.587             6.351             6.112  Yield to Maturity (%)
                         3.21              2.15              1.51              1.16              0.94  Duration
</TABLE>
<TABLE>
<CAPTION>


                            3 Year Extension                                        3 Year Extension
                            ----------------                                        ----------------
                           LIBOR Decreases 1%                                      LIBOR Increases 1%
                           ------------------                                      ------------------
 Price (%)     0%       2%           4%         6%          8%          0%           2%            4%            6%           8%
- ------------------  ----------  ----------  ---------   ----------  -----------  -----------   -----------  -----------  ---------
<S>           <C>         <C>         <C>        <C>          <C>          <C>          <C>           <C>          <C>        <C>
              3.03        2.26        1.68       1.26         1.01         3.03         2.26          1.68         1.26       1.01
             10/94       10/94       10/94      10/94        10/94        10/94        10/94         10/94        10/94      10/94
             05/99       04/98       01/98      04/97        10/96        05/99        04/98         01/98        04/97      10/96
99 10/32..   7.439       7.464       7.497      7.538        7.581        7.439        7.464         7.497        7.538      7.581
              2.59        1.98        1.49       1.15         0.93         2.59         1.98          1.49         1.15       0.93
99 14/32..   7.391       7.400       7.413      7.429        7.446        7.391        7.400         7.413        7.429      7.446
              2.59        1.98        1.50       1.15         0.93         2.59         1.98          1.50         1.15       0.93
99 18/32..   7.343       7.337       7.330      7.320        7.311        7.343        7.337         7.330        7.320      7.311
              2.59        1.98        1.50       1.15         0.93         2.59         1.98          1.50         1.15       0.93
99 22/32..   7.295       7.274       7.246      7.212        7.176        7.295        7.274         7.246        7.212      7.176
              2.59        1.98        1.50       1.15         0.93         2.59         1.98          1.50         1.15       0.93
99 26/32..   7.247       7.211       7.163      7.103        7.042        7.247        7.211         7.163        7.103      7.042
              2.60        1.98        1.50       1.15         0.93         2.60         1.98          1.50         1.15       0.93
99 30/32..   7.199       7.148       7.080      6.995        6.908        7.199        7.148         7.080        6.995      6.908
              2.60        1.98        1.50       1.15         0.93         2.60         1.98          1.50         1.15       0.93
100 2/32..   7.151       7.086       6.998      6.887        6.775        7.151        7.086         6.998        6.887      6.775
              2.60        1.98        1.50       1.15         0.93         2.60         1.98          1.50         1.15       0.93
100 6/32..   7.103       7.023       6.915      6.780        6.642        7.103        7.023         6.915        6.780      6.642
              2.60        1.99        1.50       1.15         0.93         2.60         1.99          1.50         1.15       0.93
100 10/32.   7.055       6.961       6.833      6.672        6.509        7.055        6.961         6.833        6.672      6.509
              2.60        1.99        1.51       1.15         0.93         2.60         1.99          1.51         1.15       0.93
100 14/32.   7.008       6.899       6.750      6.565        6.376        7.008        6.899         6.750        6.565      6.376
              2.60        1.99        1.51       1.16         0.93         2.60         1.99          1.51         1.16       0.93
100 18/32.   6.960       6.836       6.668      6.458        6.244        6.960        6.836         6.668        6.458      6.244
              2.60        1.99        1.51       1.16         0.94         2.60         1.99          1.51         1.16       0.94
100 22/32.   6.913       6.774       6.587      6.351        6.112        6.913        6.774         6.587        6.351      6.112
              2.60        1.99        1.51       1.16         0.94         2.60         1.99          1.51         1.16       0.94
</TABLE>

<TABLE>
<CAPTION>

                      3 Year Extension
                      ----------------
                     LIBOR Increases 2%
                     ------------------
 Price (%)          0%                2%                4%                6%                8%
- -----------------------------  ----------------  ----------------  ----------------  ---------------
<S>                      <C>               <C>               <C>               <C>               <C>
                         3.03              2.26              1.68              1.26              1.01  Weighted Average Life
                                                                                                       (years)
                        10/94             10/94             10/94             10/94             10/94  First Principal Payment
                                                                                                       Date
                        05/99             04/98             01/98             04/97             10/96  Last Principal Payment
                                                                                                       Date
99 10/32..              7.439             7.464             7.497             7.538             7.581  Yield to Maturity (%)
                         2.59              1.98              1.49              1.15              0.93  Duration
99 14/32..              7.391             7.400             7.413             7.429             7.446  Yield to Maturity (%)
                         2.59              1.98              1.50              1.15              0.93  Duration
99 18/32..              7.343             7.337             7.330             7.320             7.311  Yield to Maturity (%)
                         2.59              1.98              1.50              1.15              0.93  Duration
99 22/32..              7.295             7.274             7.246             7.212             7.176  Yield to Maturity (%)
                         2.59              1.98              1.50              1.15              0.93  Duration
99 26/32..              7.247             7.211             7.163             7.103             7.042  Yield to Maturity (%)
                         2.60              1.98              1.50              1.15              0.93  Duration
99 30/32..              7.199             7.148             7.080             6.995             6.908  Yield to Maturity (%)
                         2.60              1.98              1.50              1.15              0.93  Duration
100 2/32..              7.151             7.086             6.998             6.887             6.775  Yield to Maturity (%)
                         2.60              1.98              1.50              1.15              0.93  Duration
100 6/32..              7.103             7.023             6.915             6.780             6.642  Yield to Maturity (%)
                         2.60              1.99              1.50              1.15              0.93  Duration
100 10/32.              7.055             6.961             6.833             6.672             6.509  Yield to Maturity (%)
                         2.60              1.99              1.51              1.15              0.93  Duration (years)
100 14/32.              7.008             6.899             6.750             6.565             6.376  Yield to Maturity (%)
                         2.60              1.99              1.51              1.16              0.93  Duration
100 18/32.              6.960             6.836             6.668             6.458             6.244  Yield to Maturity (%)
                         2.60              1.99              1.51              1.16              0.94  Duration
100 22/32.              6.913             6.774             6.587             6.351             6.112  Yield to Maturity (%)
                         2.60              1.99              1.51              1.16              0.94  Duration
</TABLE>




<TABLE>
<CAPTION>


 Weighted Average Life, First Principal Payment Date, Last Principal Payment Date, Yield and Duration of Class B Certificates
                           at Various Assumed Prices, Percentages of CPR, LIBOR Levels and Balloon Extensions



                                       No Extension                                  3 Year Extension
                                       ------------                                  ----------------
                             Unchanged LIBOR                                         Unchanged LIBOR
                             ---------------                                         ---------------
 Price (%)     0%       2%           4%         6%           8%          0%           2%            4%           6%           8%
- ------------------  ---------   ----------  -----------   ---------  ----------   ----------   -----------  ----------    ---------
<S>           <C>        <C>          <C>          <C>         <C>         <C>           <C>          <C>         <C>          <C>
              6.04       5.85         5.79         5.76        5.63        8.82          8.76         8.60        8.04         7.43
             07/00      07/00        06/00        05/00       01/00       06/03         06/03        11/02       04/02        07/01
             07/01      09/00        07/00        07/00       06/00       08/03         07/03        06/03       05/03        08/02
93 18/32..   9.462      9.496        9.507        9.513       9.537       9.140         9.145        9.158       9.208        9.270
              4.54       4.43         4.40         4.38        4.30        5.99          5.96         5.88        5.61         5.31
94 2/32...   9.346      9.376        9.386        9.392       9.414       9.052         9.056        9.069       9.113        9.171
              4.55       4.44         4.40         4.38        4.31        6.00          5.97         5.89        5.62         5.31
94 18/32..   9.230      9.258        9.267        9.272       9.292       8.964         8.968        8.979       9.020        9.071
              4.55       4.44         4.41         4.39        4.31        6.01          5.98         5.90        5.63         5.32
95 2/32...   9.115      9.140        9.148        9.153       9.171       8.877         8.880        8.890       8.927        8.973
              4.56       4.45         4.41         4.39        4.32        6.02          5.99         5.91        5.64         5.33
95 18/32..   9.001      9.023        9.030        9.034       9.050       8.790         8.794        8.802       8.835        8.875
              4.57       4.46         4.42         4.40        4.32        6.03          6.00         5.92        5.65         5.34
96 2/32...   8.888      8.906        8.913        8.916       8.930       8.705         8.707        8.715       8.743        8.778
              4.57       4.46         4.43         4.41        4.33        6.04          6.01         5.93        5.66         5.35
96 18/32..   8.775      8.791        8.796        8.799       8.811       8.619         8.621        8.628       8.652        8.682
              4.58       4.47         4.43         4.41        4.34        6.05          6.02         5.94        5.67         5.36
97 2/32...   8.663      8.676        8.681        8.683       8.693       8.534         8.536        8.542       8.561        8.586
              4.59       4.47         4.44         4.42        4.34        6.06          6.03         5.95        5.68         5.36
97 18/32..   8.552      8.562        8.566        8.568       8.575       8.450         8.452        8.456       8.471        8.491
              4.59       4.48         4.44         4.42        4.35        6.07          6.04         5.96        5.68         5.37
98 2/32...   8.441      8.449        8.451        8.453       8.458       8.366         8.368        8.371       8.382        8.397
              4.60       4.49         4.45         4.43        4.35        6.08          6.05         5.97        5.69         5.38
98 18/32..   8.331      8.336        8.338        8.339       8.342       8.283         8.284        8.286       8.293        8.303
              4.60       4.49         4.46         4.44        4.36        6.09          6.06         5.98        5.70         5.39
99 2/32...   8.222      8.224        8.225        8.226       8.227       8.201         8.201        8.202       8.205        8.209
              4.61       4.50         4.46         4.44        4.36        6.10          6.07         5.99        5.71         5.39
</TABLE>
<TABLE>
<CAPTION>

                      5 Year Extension
                      ----------------
                       Unchanged LIBOR
                       ---------------
 Price (%)          0%                2%                4%                6%                8%
- -----------------------------  ----------------  ----------------  ----------------  ---------------
<S>                     <C>               <C>               <C>                <C>               <C>
                        10.78             10.67             10.05              9.24              8.39  Weighted Average Life
                                                                                                       (years)
                        06/05             02/05             04/04             04/03             06/02  First Principal Payment
                                                                                                       Date
                        07/05             06/05             05/05             06/04             10/03  Last Principal Payment
                                                                                                       Date
93 18/32..              9.016             9.022             9.057             9.110             9.176  Yield to Maturity (%)
                         6.82              6.78              6.52              6.17              5.78  Duration
94 2/32...              8.939             8.944             8.976             9.024             9.085  Yield to Maturity (%)
                         6.83              6.79              6.54              6.19              5.79  Duration
94 18/32..              8.862             8.867             8.895             8.939             8.994  Yield to Maturity (%)
                         6.85              6.80              6.55              6.20              5.80  Duration
95 2/32...              8.785             8.790             8.815             8.854             8.904  Yield to Maturity (%)
                         6.86              6.81              6.56              6.21              5.81  Duration
95 18/32..              8.710             8.713             8.736             8.770             8.814  Yield to Maturity (%)
                         6.87              6.83              6.57              6.22              5.82  Duration
96 2/32...              8.634             8.637             8.657             8.687             8.725  Yield to Maturity (%)
                         6.88              6.84              6.58              6.23              5.83  Duration
96 18/32..              8.559             8.562             8.579             8.604             8.637  Yield to Maturity (%)
                         6.90              6.85              6.59              6.24              5.84  Duration
97 2/32...              8.485             8.487             8.501             8.522             8.549  Yield to Maturity (%)
                         6.91              6.86              6.60              6.25              5.85  Duration
97 18/32..              8.411             8.413             8.424             8.440             8.462  Yield to Maturity (%)
                         6.92              6.88              6.62              6.26              5.86  Duration
98 2/32...              8.338             8.339             8.347             8.359             8.375  Yield to Maturity (%)
                         6.93              6.89              6.63              6.27              5.87  Duration
98 18/32..              8.265             8.266             8.271             8.279             8.289  Yield to Maturity (%)
                         6.95              6.90              6.64              6.28              5.87  Duration
99 2/32...              8.193             8.193             8.195             8.199             8.203  Yield to Maturity (%)
                         6.96              6.91              6.65              6.29              5.88  Duration
</TABLE>

<TABLE>
<CAPTION>

                            3 Year Extension                                           3 Year Extension
                            ----------------                                           ----------------
                           LIBOR Decreases 1%                                         LIBOR Increases 1%
                           ------------------                                         ------------------
 Price (%)     0%       2%           4%           6%         8%           0%           2%           4%           6%            8%
- ------------------  ----------  ------------  ---------- -----------  -----------  -----------   ----------  -----------  ---------
<S>           <C>         <C>           <C>         <C>         <C>          <C>          <C>          <C>          <C>        <C>
              8.82        8.76          8.60        8.04        7.43         8.82         8.76         8.60         8.04       7.43
             06/03       06/03         11/02       04/02       07/01        06/03        06/03        11/02        04/02      07/01
             08/03       07/03         06/03       05/03       08/02        08/03        07/03        06/03        05/03      08/02
93 18/32..   9.140       9.145         9.158       9.208       9.270        9.140        9.145        9.158        9.208      9.270
              5.99        5.96          5.88        5.61        5.31         5.99         5.96         5.88         5.61       5.31
94 2/32...   9.052       9.056         9.069       9.113       9.171        9.052        9.056        9.069        9.113      9.171
              6.00        5.97          5.89        5.62        5.31         6.00         5.97         5.89         5.62       5.31
94 18/32..   8.964       8.968         8.979       9.020       9.071        8.964        8.968        8.979        9.020      9.071
              6.01        5.98          5.90        5.63        5.32         6.01         5.98         5.90         5.63       5.32
95 2/32...   8.877       8.880         8.890       8.927       8.973        8.877        8.880        8.890        8.927      8.973
              6.02        5.99          5.91        5.64        5.33         6.02         5.99         5.91         5.64       5.33
95 18/32..   8.790       8.794         8.802       8.835       8.875        8.790        8.794        8.802        8.835      8.875
              6.03        6.00          5.92        5.65        5.34         6.03         6.00         5.92         5.65       5.34
96 2/32...   8.705       8.707         8.715       8.743       8.778        8.705        8.707        8.715        8.743      8.778
              6.04        6.01          5.93        5.66        5.35         6.04         6.01         5.93         5.66       5.35
96 18/32..   8.619       8.621         8.628       8.652       8.682        8.619        8.621        8.628        8.652      8.682
              6.05        6.02          5.94        5.67        5.36         6.05         6.02         5.94         5.67       5.36
97 2/32...   8.534       8.536         8.542       8.561       8.586        8.534        8.536        8.542        8.561      8.586
              6.06        6.03          5.95        5.68        5.36         6.06         6.03         5.95         5.68       5.36
97 18/32..   8.450       8.452         8.456       8.471       8.491        8.450        8.452        8.456        8.471      8.491
              6.07        6.04          5.96        5.68        5.37         6.07         6.04         5.96         5.68       5.37
98 2/32...   8.366       8.368         8.371       8.382       8.397        8.366        8.368        8.371        8.382      8.397
              6.08        6.05          5.97        5.69        5.38         6.08         6.05         5.97         5.69       5.38
98 18/32..   8.283       8.284         8.286       8.293       8.303        8.283        8.284        8.286        8.293      8.303
              6.09        6.06          5.98        5.70        5.39         6.09         6.06         5.98         5.70       5.39
99 2/32...   8.201       8.201         8.202       8.205       8.209        8.201        8.201        8.202        8.205      8.209
              6.10        6.07          5.99        5.71        5.39         6.10         6.07         5.99         5.71       5.39
</TABLE>

<TABLE>
<CAPTION>

                      3 Year Extension
                      ----------------
                     LIBOR Increases 2%
                     ------------------
 Price (%)          0%                2%                4%                6%                8%
- -----------------------------  ----------------  ----------------  ----------------  ---------------
<S>                    <C>               <C>               <C>               <C>               <C>
                         8.82              8.76              8.60              8.04              7.43  Weighted Average Life
                                                                                                       (years)
                        06/03             06/03             11/02             04/02             07/01  First Principal Payment
                                                                                                       Date
                        08/03             07/03             06/03             05/03             08/02  Last Principal Payment
                                                                                                       Date
93 18/32..              9.140             9.145             9.158             9.208             9.270  Yield to Maturity (%)
                         5.99              5.96              5.88              5.61              5.31  Duration
94 2/32...              9.052             9.056             9.069             9.113             9.171  Yield to Maturity (%)
                         6.00              5.97              5.89              5.62              5.31  Duration
94 18/32..              8.964             8.968             8.979             9.020             9.071  Yield to Maturity (%)
                         6.01              5.98              5.90              5.63              5.32  Duration
95 2/32...              8.877             8.880             8.890             8.927             8.973  Yield to Maturity (%)
                         6.02              5.99              5.91              5.64              5.33  Duration
95 18/32..              8.790             8.794             8.802             8.835             8.875  Yield to Maturity (%)
                         6.03              6.00              5.92              5.65              5.34  Duration
96 2/32...              8.705             8.707             8.715             8.743             8.778  Yield to Maturity (%)
                         6.04              6.01              5.93              5.66              5.35  Duration
96 18/32..              8.619             8.621             8.628             8.652             8.682  Yield to Maturity (%)
                         6.05              6.02              5.94              5.67              5.36  Duration
97 2/32...              8.534             8.536             8.542             8.561             8.586  Yield to Maturity (%)
                         6.06              6.03              5.95              5.68              5.36  Duration
97 18/32..              8.450             8.452             8.456             8.471             8.491  Yield to Maturity (%)
                         6.07              6.04              5.96              5.68              5.37  Duration
98 2/32...              8.366             8.368             8.371             8.382             8.397  Yield to Maturity (%)
                         6.08              6.05              5.97              5.69              5.38  Duration
98 18/32..              8.283             8.284             8.286             8.293             8.303  Yield to Maturity (%)
                         6.09              6.06              5.98              5.70              5.39  Duration
99 2/32...              8.201             8.201             8.202             8.205             8.209  Yield to Maturity (%)
                         6.10              6.07              5.99              5.71              5.39  Duration
</TABLE>




<TABLE>
<CAPTION>


 Weighted Average Life, First Principal Payment Date, Last Principal Payment Date, Yield and Duration of Class C Certificates
                           at Various Assumed Prices, Percentages of CPR, LIBOR Levels and Balloon Extensions



                                       No Extension                                  3 Year Extension
                                       ------------                                  ----------------
                             Unchanged LIBOR                                         Unchanged LIBOR
                             ---------------                                         ---------------
 Price (%)     0%       2%          4%          6%          8%          0%           2%            4%         6%            8%
- ------------------  ----------  -----------  ---------  ----------  ----------    ----------   ----------  ---------    ---------
<S>          <C>          <C>          <C>        <C>         <C>        <C>           <C>           <C>        <C>          <C>
             10.32        8.94         7.73       6.90        6.34       10.69         10.00         9.40       8.88         8.59
             07/01       09/00        07/00      07/00       06/00       03/03         07/03        06/03      05/03        08/02
             10/08       11/07        07/05      07/03       04/02       02/08         03/07        11/05      02/04        07/03
89 26/32..   9.681       9.836       10.008     10.160      10.284       9.633         9.695        9.756      9.816        9.854
              6.43        5.85         5.32       4.93        4.65        6.64          6.38         6.15       5.94         5.80
90 10/32..   9.595       9.742        9.905     10.048      10.166       9.550         9.609        9.667      9.723        9.760
              6.44        5.86         5.33       4.94        4.66        6.66          6.40         6.16       5.95         5.81
90 26/32..   9.510       9.649        9.802      9.937      10.048       9.468         9.523        9.578      9.631        9.665
              6.46        5.87         5.34       4.95        4.67        6.67          6.41         6.17       5.96         5.82
91 10/32..   9.426       9.556        9.700      9.827       9.932       9.386         9.438        9.489      9.539        9.572
              6.47        5.88         5.35       4.96        4.67        6.68          6.42         6.18       5.97         5.83
91 26/32..   9.342       9.464        9.599      9.718       9.816       9.305         9.354        9.402      9.448        9.479
              6.49        5.90         5.36       4.97        4.68        6.70          6.43         6.19       5.98         5.84
92 10/32..   9.259       9.372        9.498      9.609       9.700       9.224         9.270        9.315      9.358        9.387
              6.50        5.91         5.37       4.97        4.69        6.71          6.45         6.21       5.99         5.85
92 26/32..   9.177       9.282        9.398      9.501       9.586       9.144         9.187        9.228      9.269        9.295
              6.51        5.92         5.38       4.98        4.69        6.73          6.46         6.22       6.00         5.86
93 10/32..   9.095       9.192        9.299      9.394       9.472       9.065         9.104        9.143      9.180        9.204
              6.53        5.93         5.39       4.99        4.70        6.74          6.47         6.23       6.01         5.87
93 26/32..   9.013       9.102        9.201      9.288       9.360       8.987         9.022        9.058      9.092        9.114
              6.54        5.94         5.40       5.00        4.71        6.75          6.48         6.24       6.02         5.88
94 10/32..   8.933       9.014        9.103      9.182       9.247       8.908         8.941        8.973      9.004        9.024
              6.56        5.96         5.41       5.01        4.72        6.77          6.50         6.25       6.03         5.89
94 26/32..   8.853       8.925        9.006      9.077       9.136       8.831         8.860        8.889      8.917        8.935
              6.57        5.97         5.42       5.01        4.72        6.78          6.51         6.26       6.04         5.90
95 10/32..   8.773       8.838        8.910      8.973       9.026       8.754         8.780        8.806      8.831        8.847
              6.58        5.98         5.43       5.02        4.73        6.79          6.52         6.27       6.05         5.91
</TABLE>

<TABLE>
<CAPTION>

                      5 Year Extension
                      ----------------
                       Unchanged LIBOR
                       ---------------
 Price (%)          0%                2%                4%                6%                8%
- -----------------------------  ----------------  ----------------  ----------------  ---------------
<S>                     <C>               <C>               <C>               <C>                <C>
                        11.26             11.06             10.86             10.54              9.84  Weighted Average Life
                                                                                                       (years)
                        10/02             07/03             10/04             06/04             10/03  First Principal Payment
                                                                                                       Date
                        11/07             05/07             02/06             07/05             04/05  Last Principal Payment
                                                                                                       Date
89 26/32..              9.583             9.596             9.610             9.638             9.706  Yield to Maturity (%)
                         6.87              6.81              6.75              6.63              6.34  Duration
90 10/32..              9.503             9.515             9.528             9.555             9.619  Yield to Maturity (%)
                         6.88              6.83              6.76              6.64              6.36  Duration
90 26/32..              9.423             9.435             9.447             9.472             9.533  Yield to Maturity (%)
                         6.90              6.84              6.78              6.65              6.37  Duration
91 10/32..              9.344             9.355             9.367             9.390             9.447  Yield to Maturity (%)
                         6.91              6.85              6.79              6.66              6.38  Duration
91 26/32..              9.266             9.276             9.287             9.309             9.362  Yield to Maturity (%)
                         6.93              6.87              6.80              6.68              6.39  Duration
92 10/32..              9.188             9.198             9.208             9.228             9.278  Yield to Maturity (%)
                         6.94              6.88              6.82              6.69              6.40  Duration
92 26/32..              9.111             9.120             9.129             9.148             9.194  Yield to Maturity (%)
                         6.96              6.90              6.83              6.70              6.42  Duration
93 10/32..              9.034             9.042             9.051             9.069             9.111  Yield to Maturity (%)
                         6.97              6.91              6.84              6.72              6.43  Duration
93 26/32..              8.958             8.966             8.974             8.990             9.029  Yield to Maturity (%)
                         6.99              6.92              6.86              6.73              6.44  Duration
94 10/32..              8.882             8.889             8.897             8.911             8.947  Yield to Maturity (%)
                         7.00              6.94              6.87              6.74              6.45  Duration
94 26/32..              8.807             8.814             8.820             8.834             8.865  Yield to Maturity (%)
                         7.01              6.95              6.88              6.75              6.46  Duration
95 10/32..              8.733             8.739             8.745             8.756             8.785  Yield to Maturity (%)
                         7.03              6.96              6.90              6.77              6.47  Duration
</TABLE>



<TABLE>
<CAPTION>

                            3 Year Extension                                          3 Year Extension
                            -----------                                               ----------------
                           LIBOR Decreases 1%                                         LIBOR Increases 1%
                           ------------------                                         ------------------
 Price (%)     0%      2%            4%           6%         8%          0%           2%           4%            6%           8%
- ------------------  -----------  -----------  ---------- -----------  ----------  ----------  -----------  -----------   ---------
<S>           <C>          <C>          <C>         <C>         <C>        <C>         <C>           <C>          <C>         <C>
              9.81         9.48         9.21        8.88        8.59       11.40       10.26         9.40         8.88        8.59
             04/01        11/01        09/02       05/03       08/02       08/03       07/03        06/03        05/03       08/02
             07/06        04/06        06/05       01/04       07/03       06/09       05/08        11/05        02/04       07/03
89 26/32..   9.717        9.749        9.777       9.816       9.854       9.580       9.674        9.756        9.816       9.854
              6.29         6.18         6.07        5.94        5.80        6.88        6.47         6.15         5.94        5.80
90 10/32..   9.630        9.659        9.686       9.723       9.760       9.500       9.589        9.667        9.723       9.760
              6.31         6.19         6.08        5.95        5.81        6.89        6.48         6.16         5.95        5.81
90 26/32..   9.543        9.571        9.596       9.631       9.665       9.420       9.504        9.578        9.631       9.665
              6.32         6.20         6.09        5.96        5.82        6.91        6.49         6.17         5.96        5.82
91 10/32..   9.457        9.483        9.507       9.539       9.572       9.341       9.420        9.489        9.539       9.572
              6.33         6.21         6.11        5.97        5.83        6.92        6.51         6.18         5.97        5.83
91 26/32..   9.371        9.396        9.418       9.449       9.479       9.263       9.337        9.402        9.448       9.479
              6.34         6.22         6.12        5.98        5.84        6.94        6.52         6.19         5.98        5.84
92 10/32..   9.286        9.309        9.330       9.358       9.387       9.185       9.254        9.315        9.358       9.387
              6.36         6.23         6.13        5.99        5.85        6.95        6.53         6.21         5.99        5.85
92 26/32..   9.202        9.223        9.243       9.269       9.295       9.108       9.172        9.228        9.269       9.295
              6.37         6.25         6.14        6.00        5.86        6.97        6.55         6.22         6.00        5.86
93 10/32..   9.118        9.138        9.156       9.180       9.204       9.032       9.091        9.143        9.180       9.204
              6.38         6.26         6.15        6.01        5.87        6.98        6.56         6.23         6.01        5.87
93 26/32..   9.035        9.053        9.069       9.092       9.114       8.956       9.010        9.057        9.092       9.114
              6.39         6.27         6.16        6.02        5.88        7.00        6.57         6.24         6.02        5.88
94 10/32..   8.952        8.969        8.984       9.004       9.024       8.881       8.930        8.973        9.004       9.024
              6.40         6.28         6.17        6.03        5.89        7.01        6.59         6.25         6.03        5.89
94 26/32..   8.870        8.885        8.899       8.917       8.935       8.806       8.850        8.889        8.917       8.935
              6.42         6.29         6.18        6.04        5.90        7.03        6.60         6.26         6.04        5.90
95 10/32..   8.789        8.802        8.814       8.831       8.847       8.731       8.771        8.806        8.831       8.847
              6.43         6.30         6.19        6.05        5.91        7.04        6.61         6.27         6.05        5.91
</TABLE>

<TABLE>
<CAPTION>

                      3 Year Extension
                      ----------------
                     LIBOR Increases 2%
                     ------------------
 Price (%)          0%                2%                4%                6%               8%
- -----------------------------  ----------------  ----------------  ---------------- ---------------
<S>                     <C>               <C>                <C>              <C>               <C>
                        11.56             10.26              9.40             8.88              8.59  Weighted Average Life
                                                                                                      (years)
                        08/03             07/03             06/03            05/03             08/02  First Principal Payment
                                                                                                      Date
                        05/10             05/08             11/05            02/04             07/03  Last Principal Payment
                                                                                                      Date
89 26/32..              9.570             9.674             9.756            9.816             9.854  Yield to Maturity (%)
                         6.92              6.47              6.15             5.94              5.80  Duration
90 10/32..              9.491             9.589             9.667            9.723             9.760  Yield to Maturity (%)
                         6.94              6.48              6.16             5.95              5.81  Duration
90 26/32..              9.412             9.504             9.578            9.631             9.665  Yield to Maturity (%)
                         6.95              6.49              6.17             5.96              5.82  Duration
91 10/32..              9.333             9.420             9.489            9.539             9.572  Yield to Maturity (%)
                         6.97              6.51              6.18             5.97              5.83  Duration
91 26/32..              9.256             9.337             9.402            9.448             9.479  Yield to Maturity (%)
                         6.98              6.52              6.19             5.98              5.84  Duration
92 10/32..              9.178             9.254             9.315            9.358             9.387  Yield to Maturity (%)
                         7.00              6.53              6.21             5.99              5.85  Duration
92 26/32..              9.102             9.172             9.228            9.269             9.295  Yield to Maturity (%)
                         7.01              6.55              6.22             6.00              5.86  Duration
93 10/32..              9.026             9.091             9.143            9.180             9.204  Yield to Maturity (%)
                         7.03              6.56              6.23             6.01              5.87  Duration
93 26/32..              8.950             9.010             9.057            9.092             9.114  Yield to Maturity (%)
                         7.04              6.57              6.24             6.02              5.88  Duration
94 10/32..              8.876             8.930             8.973            9.004             9.024  Yield to Maturity (%)
                         7.06              6.59              6.25             6.03              5.89  Duration
94 26/32..              8.801             8.850             8.889            8.917             8.935  Yield to Maturity (%)
                         7.07              6.60              6.26             6.04              5.90  Duration
95 10/32..              8.727             8.771             8.806            8.831             8.847  Yield to Maturity (%)
                         7.09              6.61              6.27             6.05              5.91  Duration
</TABLE>




<TABLE>
<CAPTION>



   Weighted Average Life, First Principal Payment Date, Last Principal Payment
 Date, Yield and Duration of Class D Certificates at Various Assumed Prices,
             Percentages of CPR, LIBOR Levels and Balloon Extensions



                                        No Extension                                   3 Year Extension
                                        ------------                                   ----------------
                              Unchanged LIBOR                                          Unchanged LIBOR
                              ---------------                                          ----------------
 Price (%)     0%       2%           4%          6%           8%           0%           2%           4%           6%          8%
- -------------------  ----------   ----------  ----------  -----------  -----------   ----------  ----------  ----------   ---------
<S>           <C>         <C>           <C>         <C>          <C>          <C>          <C>         <C>         <C>         <C>
              10.27       10.05         9.30        8.11         7.17         8.93         9.19        8.80        8.08        7.51
              10/94       10/94        10/94       10/94        10/94        10/94        10/94       10/94       10/94       10/94
              05/10       09/08        04/07       06/05        11/03        12/08        08/08       01/07       07/05       03/04
87 5/32...   10.322      10.322       10.398      10.578       10.772       10.524       10.464      10.497      10.602      10.706
               5.74        5.75         5.58        5.20         4.83         5.26         5.40        5.35        5.14        4.95
87 21/32..   10.223      10.224       10.297      10.469       10.655       10.416       10.359      10.391      10.491      10.591
               5.76        5.78         5.60        5.21         4.85         5.28         5.42        5.37        5.16        4.96
88 5/32...   10.125      10.126       10.196      10.361       10.538       10.309       10.255      10.286      10.382      10.477
               5.79        5.80         5.62        5.23         4.86         5.30         5.44        5.38        5.17        4.97
88 21/32..   10.028      10.029       10.096      10.254       10.423       10.204       10.152      10.181      10.274      10.365
               5.81        5.82         5.64        5.24         4.87         5.32         5.46        5.40        5.19        4.99
89 5/32...    9.932       9.934        9.998      10.147       10.308       10.099       10.050      10.078      10.166      10.253
               5.83        5.84         5.66        5.26         4.88         5.34         5.48        5.42        5.20        5.00
89 21/32..    9.837       9.839        9.900      10.042       10.195        9.995        9.949       9.976      10.059      10.142
               5.85        5.86         5.68        5.27         4.90         5.36         5.50        5.44        5.22        5.02
90 5/32...    9.743       9.745        9.802       9.937       10.082        9.892        9.849       9.875       9.954      10.032
               5.88        5.88         5.70        5.29         4.91         5.38         5.52        5.46        5.23        5.03
90 21/32..    9.650       9.651        9.706       9.834        9.970        9.791        9.750       9.774       9.849       9.923
               5.90        5.90         5.71        5.30         4.92         5.40         5.54        5.47        5.25        5.04
91 5/32...    9.557       9.559        9.611       9.731        9.859        9.690        9.651       9.674       9.745       9.815
               5.92        5.92         5.73        5.32         4.93         5.42         5.56        5.49        5.26        5.06
91 21/32..    9.466       9.467        9.516       9.629        9.749        9.590        9.554       9.576       9.642       9.707
               5.94        5.94         5.75        5.33         4.94         5.44         5.58        5.51        5.28        5.07
92 5/32...    9.375       9.377        9.422       9.527        9.640        9.490        9.457       9.478       9.540       9.601
               5.96        5.96         5.77        5.35         4.96         5.46         5.60        5.53        5.29        5.08
92 21/32..    9.285       9.287        9.329       9.427        9.532        9.392        9.361       9.381       9.438       9.495
               5.98        5.98         5.78        5.36         4.97         5.48         5.62        5.54        5.31        5.09
</TABLE>

<TABLE>
<CAPTION>

                      5 Year Extension
                 -----------------------------
                       Unchanged LIBOR
                 -----------------------------
 Price (%)          0%                2%                4%                   6%                 8%
- -----------------------------  ----------------  ----------------  ----------------     -------------
<S>                      <C>               <C>               <C>               <C>               <C>
                         8.47              8.89              8.73              8.49              8.55  Weighted Average Life
                                                                                                       (years)
                        10/94             10/94             10/94             10/94             10/94  First Principal Payment
                                                                                                       Date
                        05/08             06/08             02/07             11/05             07/05  Last Principal Payment
                                                                                                       Date
87 5/32...             10.597            10.514            10.514            10.534            10.511  Yield to Maturity (%)
                         5.12              5.29              5.31              5.28              5.33  Duration
87 21/32..             10.486            10.407            10.407            10.427            10.405  Yield to Maturity (%)
                         5.13              5.31              5.33              5.29              5.35  Duration
88 5/32...             10.376            10.300            10.301            10.320            10.299  Yield to Maturity (%)
                         5.15              5.33              5.34              5.31              5.37  Duration
88 21/32..             10.267            10.195            10.196            10.215            10.195  Yield to Maturity (%)
                         5.17              5.35              5.36              5.33              5.38  Duration
89 5/32...             10.159            10.091            10.092            10.110            10.091  Yield to Maturity (%)
                         5.19              5.37              5.38              5.34              5.40  Duration
89 21/32..             10.053             9.988             9.989            10.006             9.988  Yield to Maturity (%)
                         5.21              5.39              5.40              5.36              5.42  Duration
90 5/32...              9.947             9.886             9.887             9.903             9.887  Yield to Maturity (%)
                         5.23              5.41              5.42              5.38              5.43  Duration
90 21/32..              9.842             9.784             9.786             9.801             9.786  Yield to Maturity (%)
                         5.25              5.43              5.43              5.39              5.45  Duration
91 5/32...              9.738             9.684             9.686             9.700             9.685  Yield to Maturity (%)
                         5.26              5.45              5.45              5.41              5.46  Duration
91 21/32..              9.635             9.584             9.586             9.600             9.586  Yield to Maturity (%)
                         5.28              5.47              5.47              5.43              5.48  Duration
92 5/32...              9.533             9.486             9.487             9.500             9.488  Yield to Maturity (%)
                         5.30              5.48              5.49              5.44              5.50  Duration
92 21/32..              9.431             9.388             9.390             9.402             9.390  Yield to Maturity (%)
                         5.32              5.50              5.50              5.46              5.51  Duration
</TABLE>


<TABLE>
<CAPTION>


                             3 Year Extension                                         3 Year Extension
                        ------------------------                                     ------------------
                            LIBOR Decreases 1%                                       LIBOR Increases 1%
                        ------------------------                                     ------------------
 Price (%)     0%               2%            4%        6%          8%         0%         2%         4%          6%           8%
- -------------------     -------------  ------------  --------- ----------  --------   --------- --------      -------       -----
<S>         <C>              <C>           <C>       <C>         <C>        <C>        <C>     <C>          <C>         <C>
               7.18             7.63          7.68      7.35        7.02     11.17      11.03      9.88         8.79        8.02
              10/94            10/94         10/94     10/94       10/94     10/94      10/94     10/94        10/94       10/94
              11/06            03/07         04/06     03/05       12/03     01/11      10/09     09/07        11/05       06/04
87 5/32...   10.907           10.793        10.756    10.804      10.867    10.188     10.181    10.286       10.429      10.558
               4.54             4.73          4.81      4.74        4.64      6.13       6.16      5.89         5.54        5.26
87 21/32..   10.782           10.674        10.638    10.684      10.744    10.096     10.089    10.190       10.327      10.450
               4.56             4.75          4.82      4.75        4.66      6.15       6.18      5.91         5.56        5.28
88 5/32...   10.659           10.555        10.522    10.566      10.623    10.004      9.998    10.094       10.225      10.343
               4.57             4.77          4.84      4.77        4.67      6.17       6.21      5.93         5.57        5.29
88 21/32..   10.536           10.437        10.406    10.448      10.503     9.913      9.908    10.000       10.125      10.237
               4.59             4.79          4.86      4.78        4.68      6.20       6.23      5.94         5.59        5.30
89 5/32...   10.415           10.321        10.291    10.332      10.384     9.823      9.818     9.906       10.025      10.132
               4.61             4.80          4.88      4.80        4.70      6.22       6.25      5.96         5.61        5.32
89 21/32..   10.294           10.205        10.177    10.216      10.266     9.734      9.729     9.813        9.926      10.028
               4.62             4.82          4.89      4.82        4.71      6.24       6.27      5.98         5.62        5.33
90 5/32...   10.175           10.091        10.065    10.102      10.149     9.646      9.641     9.721        9.828       9.924
               4.64             4.84          4.91      4.83        4.73      6.26       6.29      6.00         5.64        5.34
90 21/32..   10.057            9.978         9.953     9.988      10.033     9.558      9.554     9.629        9.730       9.822
               4.66             4.86          4.93      4.85        4.74      6.29       6.31      6.02         5.65        5.36
91 5/32...    9.940            9.865         9.842     9.876       9.918     9.472      9.468     9.539        9.634       9.720
               4.67             4.87          4.94      4.86        4.75      6.31       6.33      6.03         5.67        5.37
91 21/32..    9.824            9.754         9.733     9.764       9.804     9.386      9.382     9.449        9.538       9.619
               4.69             4.89          4.96      4.88        4.77      6.33       6.36      6.05         5.68        5.38
92 5/32...    9.709            9.644         9.624     9.653       9.691     9.300      9.297     9.360        9.443       9.518
               4.71             4.91          4.98      4.89        4.78      6.35       6.38      6.07         5.69        5.39
92 21/32..    9.595            9.534         9.516     9.544       9.578     9.216      9.213     9.271        9.349       9.419
               4.72             4.92          4.99      4.91        4.79      6.37       6.40      6.09         5.71        5.41

</TABLE>
<TABLE>
<CAPTION>
                      3 Year Extension
                   ---------------------------
                     LIBOR Increases 2%
                   ---------------------------
 Price (%)          0%                2%                4%                6%                 8%
- -----------------------------  ----------------  ----------------  ----------------   -------------
<S>                     <C>             <C>                <C>              <C>              <C>
                        13.92             12.75             10.97              9.53            8.55  Weighted Average Life (years)
                        10/94             10/94             10/94             10/94           10/94  First Principal Payment Date
                        06/12             05/10             02/08             03/06           09/04  Last Principal Payment Date
87 5/32...              9.905             9.966            10.108            10.273          10.422  Yield to Maturity (%)
                         7.12              6.91              6.44              5.97            5.59  Duration
87 21/32..              9.825             9.884            10.020            10.178          10.321  Yield to Maturity (%)
                         7.15              6.93              6.46              5.98            5.60  Duration
88 5/32...              9.746             9.803             9.933            10.084          10.220  Yield to Maturity (%)
                         7.17              6.95              6.48              6.00            5.62  Duration
88 21/32..              9.668             9.722             9.846             9.990          10.120  Yield to Maturity (%)
                         7.20              6.98              6.50              6.01            5.63  Duration
89 5/32...              9.591             9.642             9.760             9.898          10.021  Yield to Maturity (%)
                         7.22              7.00              6.52              6.03            5.64  Duration
89 21/32..              9.514             9.563             9.675             9.806           9.923  Yield to Maturity (%)
                         7.25              7.02              6.53              6.04            5.65  Duration
90 5/32...              9.438             9.484             9.591             9.714           9.825  Yield to Maturity (%)
                         7.27              7.04              6.55              6.05            5.67  Duration
90 21/32..              9.362             9.407             9.507             9.624           9.728  Yield to Maturity (%)
                         7.30              7.06              6.57              6.07            5.68  Duration
91 5/32...              9.288             9.329             9.424             9.534           9.632  Yield to Maturity (%)
                         7.32              7.09              6.59              6.08            5.69  Duration
91 21/32..              9.214             9.253             9.341             9.445           9.537  Yield to Maturity (%)
                         7.35              7.11              6.60              6.10            5.70  Duration
92 5/32...              9.140             9.177             9.260             9.356           9.442  Yield to Maturity (%)
                         7.37              7.13              6.62              6.11            5.72  Duration
92 21/32..              9.067             9.102             9.179             9.268           9.348  Yield to Maturity (%)
                         7.40              7.15              6.64              6.13            5.73  Duration

</TABLE>

<TABLE>
<CAPTION>



 Weighted Average Life, First Principal Payment Date, Last Principal Payment Date, Yield and Duration of Class E Certificates at
                 Various Assumed Prices, Percentages of CPR, LIBOR Levels and Balloon Extensions


                                No Extension                                       3 Year Extension
                                ------------                                 -----------------------
                          Unchanged LIBOR                                          Unchanged LIBOR
                     ----------------------                                  -----------------------
 Price (%)     0%          2%         4%        6%         8%          0%          2%          4%          6%              8%
- -------------------  -----------  --------- ---------  ---------  ---------- -----------  ----------  ----------     ---------
<S>          <C>          <C>       <C>        <C>        <C>        <C>          <C>         <C>        <C>            <C>
               8.69         9.06      9.12       8.84       8.31       7.12         7.80        8.11       8.10           7.83
              10/94        10/94     10/94      10/94      10/94      10/94        10/94       10/94      10/94          10/94
              10/10        10/09     11/08      12/07      01/07      09/08        01/09       03/08      05/07          06/06
72 16/32..   14.549       14.327    14.207     14.217     14.356     15.319       14.943      14.714     14.621         14.655
               4.32         4.48      4.60       4.63       4.56       3.91         4.10        4.25       4.34           4.35
73........   14.392       14.176    14.059     14.070     14.207     15.145       14.778      14.554     14.464         14.499
               4.35         4.51      4.62       4.65       4.59       3.93         4.13        4.28       4.36           4.37
73 16/32..   14.237       14.026    13.913     13.925     14.060     14.973       14.614      14.396     14.309         14.344
               4.38         4.54      4.65       4.68       4.61       3.95         4.15        4.30       4.38           4.39
74........   14.083       13.878    13.769     13.781     13.914     14.804       14.453      14.240     14.156         14.192
               4.40         4.56      4.67       4.70       4.63       3.97         4.17        4.32       4.40           4.41
74 16/32..   13.932       13.732    13.626     13.640     13.771     14.636       14.293      14.086     14.005         14.041
               4.42         4.59      4.70       4.72       4.65       3.99         4.19        4.34       4.43           4.43
75........   13.783       13.588    13.485     13.500     13.628     14.470       14.135      13.934     13.856         13.891
               4.45         4.61      4.72       4.75       4.67       4.01         4.21        4.37       4.45           4.45
75 16/32..   13.635       13.446    13.346     13.361     13.488     14.306       13.979      13.783     13.708         13.744
               4.47         4.64      4.75       4.77       4.69       4.03         4.24        4.39       4.47           4.47
76........   13.489       13.305    13.209     13.224     13.348     14.144       13.825      13.635     13.562         13.598
               4.50         4.66      4.77       4.79       4.71       4.05         4.26        4.41       4.49           4.49
76 16/32..   13.345       13.166    13.073     13.089     13.211     13.984       13.672      13.487     13.417         13.453
               4.52         4.69      4.80       4.82       4.74       4.07         4.28        4.43       4.51           4.51
77........   13.202       13.029    12.939     12.955     13.075     13.825       13.522      13.342     13.275         13.310
               4.55         4.71      4.82       4.84       4.76       4.09         4.30        4.46       4.54           4.53
77 16/32..   13.061       12.893    12.806     12.823     12.940     13.669       13.373      13.198     13.133         13.169
               4.57         4.74      4.85       4.86       4.78       4.11         4.32        4.48       4.56           4.55
78........   12.922       12.759    12.675     12.692     12.807     13.514       13.226      13.056     12.994         13.029
               4.60         4.76      4.87       4.88       4.80       4.13         4.34        4.50       4.58           4.57
</TABLE>
<TABLE>
<CAPTION>

                      5 Year Extension
                      ----------------
                       Unchanged LIBOR
                       ---------------
 Price (%)          0%                2%                4%                6%                8%
- -----------------------------  ----------------  ----------------  ----------------  ----------------
<C>                    <C>               <C>               <C>               <C>               <C>
                         6.68              7.35              7.80              7.96              7.97  Weighted Average Life
                                                                                                       (years)
                        10/94             10/94             10/94             10/94             10/94  First Principal Payment
                                                                                                       Date
                        08/07             08/08             11/07             04/07             07/06  Last Principal Payment
                                                                                                       Date
72 16/32..             15.548            15.156            14.869            14.704            14.614  Yield to Maturity (%)
                         3.81              4.00              4.16              4.28              4.36  Duration
73........             15.370            14.986            14.706            14.545            14.458  Yield to Maturity (%)
                         3.83              4.02              4.19              4.31              4.39  Duration
73 16/32..             15.194            14.818            14.545            14.388            14.304  Yield to Maturity (%)
                         3.85              4.04              4.21              4.33              4.41  Duration

74........             15.020            14.652            14.385            14.233            14.152  Yield to Maturity (%)
                         3.87              4.06              4.23              4.35              4.43  Duration
74 16/32..             14.848            14.488            14.228            14.080            14.002  Yield to Maturity (%)
                         3.89              4.08              4.25              4.37              4.45  Duration
75........             14.677            14.326            14.072            13.929            13.853  Yield to Maturity (%)
                         3.91              4.10              4.27              4.39              4.47  Duration
75 16/32..             14.509            14.166            13.919            13.779            13.706  Yield to Maturity (%)
                         3.92              4.12              4.30              4.42              4.49  Duration
76........             14.343            14.007            13.767            13.631            13.560  Yield to Maturity (%)
                         3.94              4.14              4.32              4.44              4.51  Duration
76 16/32..             14.178            13.851            13.616            13.485            13.417  Yield to Maturity (%)
                         3.96              4.16              4.34              4.46              4.53  Duration
77........             14.015            13.696            13.468            13.340            13.275  Yield to Maturity (%)
                         3.98              4.18              4.36              4.48              4.55  Duration
77 16/32..             13.854            13.543            13.321            13.197            13.134  Yield to Maturity (%)
                         4.00              4.20              4.38              4.50              4.58  Duration
78........             13.695            13.391            13.175            13.056            12.995  Yield to Maturity (%)
                         4.01              4.22              4.40              4.52              4.60  Duration
</TABLE>
<TABLE>
<CAPTION>


                       3 Year Extension                                     3 Year Extension
                     --------------------                                 -------------------
                      LIBOR Decreases 1%                                   LIBOR Increases 1%
                     --------------------                                 -------------------
 Price (%)     0%         2%         4%         6%       8%         0%         2%        4%             6%               8%
- -------------------  ---------  ---------  --------- --------  ---------  --------- ---------  -------------      ----------
<C>          <C>        <C>        <C>       <C>       <C>        <C>       <C>        <C>            <C>              <C>
               5.49       6.03       6.54      6.77      6.80       9.76     10.20      10.12           9.63            9.05
              10/94      10/94      10/94     10/94     10/94      10/94     10/94      10/94          10/94           10/94
              09/05      02/07      10/06     03/06     08/05      08/11     10/10      11/09          09/08           07/07
72 16/32..   16.738     16.265     15.850    15.600    15.479     13.985    13.789     13.720         13.785          13.919
               3.28       3.45       3.62      3.75      3.83       4.77      4.94       5.03           5.02            4.94
73........   16.531     16.068     15.662    15.418    15.301     13.843    13.651     13.585         13.649          13.782
               3.30       3.47       3.64      3.77      3.85       4.80      4.97       5.06           5.04            4.96
73 16/32..   16.326     15.873     15.476    15.239    15.126     13.703    13.516     13.451         13.515          13.646
               3.32       3.49       3.66      3.79      3.87       4.83      5.00       5.09           5.07            4.99
74........   16.124     15.681     15.293    15.062    14.953     13.564    13.382     13.320         13.383          13.511
               3.33       3.50       3.68      3.81      3.89       4.85      5.03       5.11           5.09            5.01
74 16/32..   15.924     15.491     15.112    14.888    14.782     13.426    13.249     13.189         13.252          13.378
               3.35       3.52       3.70      3.83      3.91       4.88      5.05       5.14           5.12            5.03
75........   15.726     15.303     14.933    14.715    14.612     13.291    13.118     13.061         13.123          13.247
               3.36       3.54       3.72      3.85      3.93       4.90      5.08       5.16           5.14            5.05
75 16/32..   15.531     15.117     14.757    14.544    14.445     13.157    12.989     12.933         12.995          13.116
               3.38       3.56       3.74      3.87      3.95       4.93      5.10       5.19           5.16            5.07
76........   15.338     14.934     14.582    14.375    14.280     13.024    12.861     12.807         12.868          12.987
               3.40       3.58       3.76      3.89      3.97       4.96      5.13       5.22           5.19            5.09
76 16/32..   15.147     14.752     14.409    14.209    14.116     12.893    12.734     12.683         12.743          12.860
               3.41       3.59       3.78      3.91      3.99       4.98      5.16       5.24           5.21            5.11
77........   14.958     14.573     14.239    14.044    13.955     12.764    12.609     12.560         12.619          12.734
               3.43       3.61       3.80      3.93      4.01       5.01      5.18       5.27           5.23            5.13
77 16/32..   14.771     14.396     14.070    13.881    13.795     12.636    12.486     12.438         12.497          12.609
               3.44       3.63       3.81      3.95      4.03       5.03      5.21       5.29           5.25            5.15
78........   14.586     14.220     13.903    13.719    13.637     12.510    12.363     12.318         12.376          12.486
               3.46       3.65       3.83      3.97      4.04       5.06      5.23       5.32           5.28            5.18
</TABLE>
<TABLE>
<CAPTION>
                      3 Year Extension
                      ----------------
                     LIBOR Increases 2%
                     ------------------
 Price (%)           0%                2%                4%                6%                8%
- -----------------------------  ----------------  ----------------  ----------------    -------------
<C>                    <C>               <C>               <C>              <C>               <C>
                        13.63             13.25             12.55            11.56             10.55  Weighted Average Life
                                                                                                      (years)
                        10/94             10/94             10/94            10/94             10/94  First Principal Payment
                                                                                                      Date
                        02/14             10/12             06/11            04/10             01/09  Last Principal Payment
                                                                                                      Date
72 16/32..             12.843            12.829            12.889           13.042            13.252  Yield to Maturity (%)
                         5.94              6.00              5.97             5.83              5.63  Duration
73........             12.729            12.716            12.775           12.925            13.132  Yield to Maturity (%)
                         5.97              6.03              5.99             5.85              5.65  Duration
73 16/32..             12.616            12.603            12.662           12.809            13.012  Yield to Maturity (%)
                         6.00              6.06              6.02             5.88              5.68  Duration
74........             12.504            12.493            12.551           12.695            12.894  Yield to Maturity (%)
                         6.04              6.09              6.05             5.91              5.70  Duration
74 16/32..             12.394            12.383            12.441           12.583            12.777  Yield to Maturity (%)
                         6.07              6.12              6.08             5.93              5.72  Duration
75........             12.285            12.275            12.332           12.471            12.661  Yield to Maturity (%)
                         6.10              6.15              6.11             5.96              5.74  Duration
75 16/32..             12.177            12.168            12.224           12.361            12.547  Yield to Maturity (%)
                         6.13              6.18              6.14             5.98              5.77  Duration
76........             12.070            12.063            12.118           12.251            12.434  Yield to Maturity (%)
                         6.16              6.21              6.16             6.01              5.79  Duration
76 16/32..             11.965            11.958            12.012           12.143            12.321  Yield to Maturity (%)
                         6.20              6.24              6.19             6.03              5.81  Duration
77........             11.861            11.855            11.908           12.036            12.210  Yield to Maturity (%)
                         6.23              6.27              6.22             6.05              5.83  Duration
77 16/32..             11.758            11.753            11.805           11.930            12.100  Yield to Maturity (%)
                         6.26              6.30              6.25             6.08              5.85  Duration
78........             11.657            11.652            11.703           11.826            11.992  Yield to Maturity (%)
                         6.29              6.33              6.27             6.10              5.87  Duration
</TABLE>
<TABLE>
<CAPTION>



 Weighted Average Life, First Principal Payment Date, Last Principal Payment Date, Yield and Duration of Class F Certificates at
                       Various Assumed Prices, Percentages of CPR, LIBOR Levels and Balloon Extensions


                             No Extension                                    3 Year Extension
                     --------------------                                   ---------------------
                        Unchanged LIBOR                                       Unchanged LIBOR
                     --------------------                                   ---------------------
 Price (%)     0%       2%          4%       6%         8%         0%         2%         4%               6%              8%
- -------------------  --------  ---------- --------  ---------  ---------   ----------  ---------     -----------    ----------
<C>          <C>       <C>        <C>       <C>        <C>       <C>         <C>        <C>             <C>              <C>
               5.21      5.72       6.35      6.95       7.28      4.33        4.68       5.13            5.71             6.23
              10/94     10/94      10/94     10/94      10/94     10/94       10/94      10/94           10/94            10/94
              10/05     12/06      05/08     03/08      05/07     03/03       05/04      09/05           02/07            09/06
71 10/32..   17.856    17.306     16.750    16.255     15.919    19.021      18.489     17.908          17.306           16.785
               3.00      3.16       3.34      3.52       3.68      2.72        2.85       2.99            3.16             3.33
72 10/32..   17.398    16.872     16.338    15.866     15.547    18.517      18.006     17.449          16.871           16.374
               3.03      3.19       3.38      3.57       3.73      2.75        2.88       3.02            3.20             3.38
73 10/32..   16.952    16.448     15.938    15.487     15.184    18.024      17.535     17.001          16.448           15.973
               3.07      3.23       3.42      3.61       3.78      2.78        2.90       3.06            3.23             3.42
74 10/32..   16.516    16.034     15.547    15.118     14.831    17.542      17.075     16.564          16.035           15.582
               3.10      3.27       3.46      3.66       3.83      2.80        2.93       3.09            3.27             3.46
75 10/32..   16.090    15.631     15.167    14.758     14.486    17.071      16.625     16.137          15.632           15.201
               3.13      3.31       3.50      3.71       3.87      2.83        2.96       3.12            3.31             3.50
76 10/32..   15.675    15.237     14.795    14.407     14.151    16.610      16.185     15.720          15.239           14.829
               3.17      3.34       3.54      3.75       3.92      2.85        2.99       3.15            3.34             3.54
77 10/32..   15.269    14.853     14.433    14.064     13.823    16.160      15.755     15.313          14.855           14.466
               3.20      3.38       3.58      3.80       3.97      2.88        3.02       3.19            3.38             3.58
78 10/32..   14.872    14.478     14.079    13.730     13.503    15.718      15.335     14.914          14.479           14.111
               3.23      3.41       3.62      3.84       4.01      2.90        3.05       3.22            3.42             3.62
79 10/32..   14.484    14.111     13.734    13.404     13.191    15.287      14.923     14.525          14.113           13.765
               3.26      3.45       3.66      3.88       4.06      2.93        3.07       3.25            3.45             3.65
80 10/32..   14.105    13.752     13.396    13.086     12.886    14.864      14.520     14.144          13.754           13.426
               3.29      3.48       3.70      3.93       4.10      2.95        3.10       3.28            3.49             3.69
81 10/32..   13.734    13.402     13.066    12.775     12.588    14.450      14.126     13.771          13.404           13.095
               3.32      3.52       3.74      3.97       4.14      2.98        3.13       3.31            3.52             3.73
82 10/32..   13.370    13.059     12.744    12.471     12.297    14.044      13.740     13.406          13.061           12.772
               3.35      3.55       3.78      4.01       4.19      3.00        3.15       3.34            3.55             3.77
</TABLE>
<TABLE>
<CAPTION>

                           5 Year Extension
                    --------------------------
                         Unchanged LIBOR
                    --------------------------
 Price (%)           0%                2%                4%                6%               8%
- -----------------------------  ----------------  ----------------  ----------------    -------------
<C>                    <C>               <C>               <C>              <C>               <C>
                         4.24              4.51              4.88             5.41              6.01  Weighted Average Life
                                                                                                      (years)
                        10/94             10/94             10/94            10/94             10/94  First Principal Payment
                                                                                                      Date
                        10/02             07/03             10/04            04/06             09/06  Last Principal Payment
                                                                                                      Date
71 10/32..             19.163            18.697            18.170           17.569            16.975  Yield to Maturity (%)
                         2.69              2.80              2.93             3.09              3.27  Duration
72 10/32..             18.653            18.207            17.702           17.125            16.556  Yield to Maturity (%)
                         2.72              2.83              2.96             3.13              3.31  Duration
73 10/32..             18.155            17.728            17.244           16.691            16.147  Yield to Maturity (%)
                         2.75              2.86              2.99             3.16              3.35  Duration
74 10/32..             17.668            17.260            16.797           16.269            15.749  Yield to Maturity (%)
                         2.77              2.88              3.02             3.20              3.39  Duration
75 10/32..             17.191            16.803            16.361           15.856            15.360  Yield to Maturity (%)
                         2.80              2.91              3.05             3.23              3.43  Duration
76 10/32..             16.725            16.355            15.934           15.453            14.980  Yield to Maturity (%)
                         2.82              2.94              3.08             3.26              3.47  Duration
77 10/32..             16.270            15.918            15.517           15.059            14.610  Yield to Maturity (%)
                         2.84              2.96              3.11             3.30              3.50  Duration
78 10/32..             15.823            15.489            15.109           14.674            14.248  Yield to Maturity (%)
                         2.87              2.99              3.14             3.33              3.54  Duration
79 10/32..             15.386            15.070            14.710           14.298            13.895  Yield to Maturity (%)
                         2.89              3.02              3.17             3.36              3.58  Duration
80 10/32..             14.958            14.660            14.320           13.930            13.549  Yield to Maturity (%)
                         2.92              3.04              3.20             3.39              3.62  Duration
81 10/32..             14.539            14.258            13.937           13.570            13.211  Yield to Maturity (%)
                         2.94              3.07              3.22             3.43              3.65  Duration
82 10/32..             14.128            13.864            13.563           13.217            12.880  Yield to Maturity (%)
                         2.96              3.09              3.25             3.46              3.69  Duration
</TABLE>
<TABLE>
<CAPTION>


                        3 Year Extension                                         3 Year Extension
                     ---------------------                                      --------------------
                        LIBOR Decreases 1%                                      LIBOR Increases 1%
                     ---------------------                                      --------------------

 Price (%)     0%         2%          4%          6%         8%          0%          2%        4%         6%          8%
- -------------------  ----------  ----------  ---------- ----------  ----------  ---------- ----------  --------  ---------
<C>         <C>         <C>         <C>        <C>         <C>         <C>        <C>         <C>       <C>        <C>
               3.39        3.57        3.82       4.16        4.63        6.18       6.82        7.58      8.12       8.35
              10/94       10/94       10/94      10/94       10/94       10/94      10/94       10/94     10/94      10/94
              04/01       11/01       09/02      12/03       05/05       01/07      07/08       12/09     01/09      02/08
71 10/32..   21.425      20.917      20.348     19.681      18.932      16.528     16.056      15.601    15.254     15.035
               2.23        2.31        2.41       2.53        2.68        3.51       3.69        3.88      4.06       4.21
72 10/32..   20.810      20.323      19.778     19.138      18.420      16.136     15.683      15.248    14.916     14.709
               2.25        2.34        2.43       2.56        2.71        3.54       3.73        3.93      4.11       4.26
73 10/32..   20.208      19.743      19.221     18.608      17.920      15.754     15.320      14.903    14.587     14.391
               2.28        2.36        2.46       2.59        2.74        3.58       3.77        3.98      4.16       4.31
74 10/32..   19.621      19.177      18.678     18.091      17.433      15.380     14.966      14.567    14.266     14.081
               2.30        2.38        2.48       2.61        2.77        3.61       3.81        4.02      4.21       4.36
75 10/32..   19.046      18.623      18.146     17.587      16.958      15.016     14.620      14.239    13.953     13.779
               2.32        2.40        2.51       2.64        2.81        3.65       3.85        4.07      4.26       4.40
76 10/32..   18.484      18.081      17.627     17.094      16.494      14.659     14.281      13.919    13.648     13.483
               2.34        2.43        2.53       2.67        2.84        3.69       3.89        4.11      4.31       4.45
77 10/32..   17.935      17.551      17.120     16.612      16.041      14.310     13.951      13.606    13.349     13.195
               2.36        2.45        2.56       2.69        2.87        3.72       3.93        4.15      4.35       4.50
78 10/32..   17.396      17.033      16.624     16.141      15.599      13.969     13.628      13.301    13.058     12.913
               2.38        2.47        2.58       2.72        2.90        3.75       3.97        4.20      4.40       4.55
79 10/32..   16.869      16.526      16.138     15.681      15.167      13.635     13.312      13.003    12.773     12.637
               2.40        2.49        2.60       2.75        2.93        3.79       4.01        4.24      4.45       4.59
80 10/32..   16.353      16.029      15.663     15.230      14.745      13.308     13.003      12.711    12.495     12.368
               2.42        2.51        2.63       2.77        2.96        3.82       4.04        4.28      4.49       4.64
81 10/32..   15.848      15.542      15.197     14.790      14.332      12.989     12.701      12.426    12.223     12.104
               2.44        2.53        2.65       2.80        2.99        3.86       4.08        4.32      4.54       4.68
82 10/32..   15.352      15.065      14.741     14.358      13.928      12.675     12.405      12.146    11.957     11.847
               2.46        2.55        2.67       2.83        3.02        3.89       4.12        4.37      4.58       4.73
</TABLE>
<TABLE>
<CAPTION>

                         3 Year Extension
                    ---------------------------
                         LIBOR Increases 2%
                    ---------------------------
 Price (%)               0%                2%                4%                6%                8%
- -----------------------------  ----------------  ----------------  ----------------  -----------------
<C>                    <C>               <C>               <C>               <C>               <C>
                        10.38             11.19             11.51             11.58             11.39  Weighted Average Life
                                                                                                       (years)
                        10/94             10/94             10/94             10/94             10/94  First Principal Payment
                                                                                                       Date
                        10/13             02/13             01/12             03/11             04/10  Last Principal Payment
                                                                                                       Date
71 10/32..             14.139            13.880            13.723            13.629            13.598  Yield to Maturity (%)
                         4.85              5.05              5.20              5.32              5.38  Duration
72 10/32..             13.856            13.609            13.459            13.371            13.342  Yield to Maturity (%)
                         4.90              5.11              5.27              5.38              5.44  Duration
73 10/32..             13.580            13.344            13.202            13.119            13.093  Yield to Maturity (%)
                         4.96              5.17              5.33              5.44              5.49  Duration
74 10/32..             13.310            13.085            12.951            12.873            12.850  Yield to Maturity (%)
                         5.01              5.23              5.39              5.50              5.55  Duration
75 10/32..             13.047            12.833            12.706            12.633            12.612  Yield to Maturity (%)
                         5.07              5.29              5.44              5.55              5.61  Duration
76 10/32..             12.790            12.587            12.467            12.399            12.380  Yield to Maturity (%)
                         5.12              5.34              5.50              5.61              5.66  Duration
77 10/32..             12.539            12.346            12.234            12.170            12.153  Yield to Maturity (%)
                         5.17              5.40              5.56              5.67              5.72  Duration
78 10/32..             12.294            12.112            12.006            11.946            11.931  Yield to Maturity (%)
                         5.23              5.46              5.62              5.72              5.77  Duration
79 10/32..             12.054            11.882            11.783            11.727            11.714  Yield to Maturity (%)
                         5.28              5.51              5.67              5.78              5.82  Duration
80 10/32..             11.820            11.658            11.565            11.513            11.501  Yield to Maturity (%)
                         5.33              5.57              5.73              5.83              5.88  Duration
81 10/32..             11.591            11.438            11.351            11.303            11.293  Yield to Maturity (%)
                         5.38              5.62              5.78              5.89              5.93  Duration
82 10/32..             11.366            11.223            11.143            11.098            11.089  Yield to Maturity (%)
                         5.43              5.68              5.84              5.94              5.98  Duration

</TABLE>


Special Yield Considerations

    The yields on the Class D, Class E and Class F Certificates will be affected
by (x) the rate of  return  of  principal  on the  Class D,  Class E and Class F
Certificates  (which  will be  affected  principally  by the  amount  of  excess
interest available for payment of principal of such Certificates,  which in turn
will be affected by changes in LIBOR and other indices, the level of prepayments
and other factors) and (y) the amount of Mortgage Loan payment and interest rate
shortfalls, if any, allocable to the Class D, Class E and Class F Certificates.

    Because the Class D, Class E and Class F Certificates are being offered at a
discount,  the yield to purchasers will be increased if principal is paid early,
and will be decreased if principal  payments  are  delayed.  As  collections  in
respect of principal on the Mortgage Loans are applied to reduce the Certificate
Principal  Amounts  of the Class A,  Class B and Class C  Certificates  prior to
allocation  to  the  Class  D,  Class  E and  Class  F  Certificates,  it is not
anticipated that such funds will substantially  accelerate the prepayment of the
Class D, Class E and Class F  Certificates.  However,  collections in respect of
interest on the Mortgage  Loans,  net of  Servicing  Fees,  may exceed  interest
payments on the  Certificates  and any such excess  ("Excess  Interest") will be
used, to the extent described herein, to prepay the Class D, Class E and Class F
Certificates,  to the extent not required to pay interest or principal on, or be
used as a reserve for,  more senior  Classes of  Certificates  after the Reserve
Fund has been reduced to or below the Liquidity  Amount.  Thus, the yield on the
Class D, Class E and Class F  Certificates  is  favorably  impacted  when Excess
Interest  arises  and is  negatively  impacted  when  Excess  Interest  is below
expectations.  The  tables on pages 88  through  93 set forth the  timing of the
reduction of the Certificate Principal Amounts of the Offered Certificates under
certain  assumptions  set  forth  therein,  including  the  assumption  that  no
delinquencies   or  defaults  occur  on  the  Mortgage  Loans.  The  simplifying
assumptions made in preparing those tables and the yield tables which follow are
expected  to vary from the actual  performance  of the  Mortgage  Loans.  Excess
Interest may be reduced if: (i) interest rates on the Floating Rate Certificates
increase faster than interest rates on the Mortgage  Loans,  (ii) Mortgage Loans
with high  interest  rates prepay more quickly  than  Mortgage  Loans with lower
rates or  experience a higher rate of default,  or (iii)  principal  prepayments
reduce the balances of Mortgage  Loans and  Certificate  Principal  Amounts from
which Excess Interest is generated.

    In the event  collections on the Mortgage Loans,  net of servicing fees, are
insufficient  to make all payments on the Offered  Certificates  (whether due to
losses and  delinquencies on the Mortgage Loans, or due to basis risk shortfalls
resulting  because  net  interest  accrued  on the  Mortgage  Loans is less than
interest  accrued  on the  Offered  Certificates),  the  Trustee  will  effect a
withdrawal  from  the  Reserve  Fund  to  ensure  payments  due on  the  Offered
Certificates;  provided,  that the  Trustee  will not reduce the  balance of the
Reserve Fund below the Liquidity  Amount to make a payment on a  Certificate  if
any more senior Certificate remains outstanding.  If such a shortfall occurs and
the Reserve Fund is no longer available to cover such shortfall,  such shortfall
will first result in a decrease in payments in reduction of principal  otherwise
allocable from Excess Interest to the Class D, Class E and Class F Certificates,
then principal payments otherwise  allocable to the Class F Certificates on such
Distribution  Date,  then  payments  in respect of  interest  due on the Class F
Certificates,  then  principal  payments  otherwise  allocable  to the  Class  E
Certificates,  then  payments  in  respect  of  interest  due  on  the  Class  E
Certificates,  then  principal  payments  otherwise  allocable  to the  Class  D
Certificates and, lastly, interest payments on the Class D Certificates,  except
that losses may be borne by the Class A-1, Class A-2A, Class A-2B and Class A-2C
Certificates before the Class D, Class E and Class F Certificates since payments
on Group 3 and Group 4 Mortgage  Loans  cannot be used to make  payments  on the
Class A-1, Class A-2A, Class A-2B and Class A-2C Certificates.  See "DESCRIPTION
OF THE  CERTIFICATES --  Subordination of the Class B, Class C, Class D, Class E
and Class F Certificates" and "--Distributions -- Basis Risk" above.

    The  yield  tables  set  forth on pages  108  through  137 are  designed  to
illustrate  the impact of losses and  delinquencies  on the  Mortgage  Loans and
changes in Excess  Interest  (resulting  from changes in LIBOR) on the yields of
the Class D, Class E and Class F  Certificates.  In  preparing  the tables,  the
Mortgage Loan Annual  Default Rates  (converted to monthly rates) are applied to
the principal  balance of the Mortgage Loans for each month from 13 months after
the Cut-Off Date until 72 months after the Cut-Off Date. It is assumed that upon
default,  50%  of  the  current  principal  balance  of the  Mortgage  Loans  is
immediately  recovered from  liquidation  and no further  proceeds are recovered
relative to that month's loan  defaults.  The yield tables have  otherwise  been
prepared using the "Mortgage Loan Assumptions" set forth on pages 84 through 86,
except it was assumed that non-defaulted  loans prepay according to the CPRs set
forth in the tables.  It was assumed  that (i) all  required  payments  are made
during the applicable  Due Period,  except those due on Mortgage Loans which are
to be  liquidated,  (ii) for loans  which are to be  liquidated,  no  payment is
received  prior to  liquidation,  other than  Reserve  Fund  withdrawals,  (iii)
liquidation  occurs  in  the  month  the  Mortgage  Loan  defaults,   (iv)  upon
liquidation 50% of the principal balance of the Mortgage Loan is recovered,  (v)
a draw is made on the Reserve Fund in the month each  Mortgage Loan is defaulted
equal to the difference  between the current Mortgage Loan principal balance and
the amount  recovered  from  liquidation,  (vi) none of the  Mortgage  Loans are
Simple Interest  Loans,  and all Mortgage Loans require  monthly  payments,  and
payment of interest in arrears,  (vii) there are no Debt Service  Reductions  or
Deficiency  Valuations,  (viii)  defaults are spread pro rata among all Mortgage
Loan Groups and,  within each Mortgage Loan Group,  among  Mortgage Loans having
interest rates and interest rate adjustment terms that are representative of the
Mortgage Loan Group as a whole and (ix) LIBOR equals 5.0625% and remains at that
rate or adjusts as set forth in the tables.  Thus, Mortgage Loans are assumed to
incur no delinquency  period prior to  liquidation,  and hence,  no Reserve Fund
draws are made for delinquent Monthly Payments on Mortgage Loans.

    The rate of  distributions  in reduction of Certificate  Principal Amount on
the Class D, Class E and Class F  Certificates  will be directly  related to the
actual  amortization  schedule of the Mortgage Loans and the rate of deposits in
and withdrawals from the Reserve Fund;  accordingly,  the interest distributions
and  distributions in reduction of Certificate  Principal Amount received on the
Class D, Class E and Class F  Certificates  may result in yields and  maturities
which differ from those  reflected  below.  The Mortgage Loans will not have the
characteristics  assumed, and it is unlikely that they will prepay at any of the
rates  specified  or that each Index will stay  constant at any assumed  rate or
that losses and  delinquencies  will occur at constant rates or that liquidation
will occur in the month the Mortgage Loan defaults.  The assumed  percentages of
liquidations and loss severities on the Mortgage Loans shown in the tables below
are for illustrative  purposes only and the Seller makes no representations with
respect to the reasonableness of such assumptions or that the actual liquidation
and loss severity experience of the Mortgage Loans will in any way correspond to
any of the assumptions made herein. Consequently, there can be no assurance that
the pre-tax yield to an investor in the Class D, Class E or Class F Certificates
will correspond to any of the pre-tax yields shown below.

     Because  the  foregoing   assumptions  include  the  assumption  that  each
defaulted Mortgage Loan is liquidated as soon as it becomes delinquent,  they do
not take into account losses  attributable to accrued interest during the period
from  the  date a  Mortgage  Loan  becomes  delinquent  to  the  date  of  final
liquidation.  Draws on the Reserve Fund  resulting from such accrual of interest
are reduced by the  requirement  that a draw be made on the Reserve Fund, to the
extent  funds are  available  therefor,  for  distribution  of  principal on the
Certificates  at the time of foreclosure  for the difference  between the actual
principal balance of the Mortgage Loan and the appraised value of the underlying
Mortgaged  Property.  Nevertheless,  due to the additional  losses incurred as a
result of such accrual of interest,  the 50% loss rate assumption applied in the
tables  corresponds  to a  significantly  lower rate of loss of  principal  as a
percentage of the principal  balance of the Mortgage Loan.  Similarly,  draws on
the the Reserve Fund will tend to occur  primarily at the time of foreclosure on
or final liquidation of a Mortgaged Property,  and from time to time for accrued
interest on the Scheduled  Principal  Balance of such Mortgage Loan, rather than
entirely at the time the Mortgage  Loan  becomes  delinquent.  Accordingly,  the
assumptions  will  produce  results  which are more  likely to  correspond  to a
scenario in which  Mortgage  Loans  default at earlier  dates and are subject to
foreclosure  at or about the dates  assumed for default and  liquidation  in the
tables.

    The yields set forth in the following  tables were calculated by determining
the monthly  discount  rates which,  when applied to the assumed  stream of cash
flows to be paid on the Class D, Class E and Class F  Certificates,  would cause
the  discounted  present  value  of such  assumed  stream  of cash  flows  as of
September  29, 1994 to equal the assumed  purchase  prices and  converting  such
monthly rates to corporate  bond  equivalent  rates.  In each case,  the assumed
purchase  price does not  include  accrued  interest;  an investor in a Class of
Certificates  would  be  required  to add  accrued  interest  to the  applicable
purchase price. Such calculation does not take into account  variations that may
occur in the interest  rates at which  investors  may be able to reinvest  funds
received by them as reductions of the Certificate  Principal Amount on the Class
D, Class E and Class F Certificates and consequently does not purport to reflect
the return on any investment in Class D, Class E and Class F  Certificates  when
such reinvestment rates are considered.  Where the Certificate Principal Amounts
are not projected to be repaid to zero,  no weighted  average life is stated and
the principal  balance  remaining  unpaid after the assets of the Trust Fund are
exhausted is indicated rather than a maturity date.

    The  following  tables show higher  yields for the Class F  Certificates  in
certain scenarios involving higher rates of prepayments,  primarily because loss
percentages are applied to remaining Mortgage Loan balances rather than original
Mortgage Loan balances.  Accordingly, in scenarios with high prepayments, losses
are lower,  offsetting  the negative  effect of  reductions  in Excess  Interest
available  to pay  principal  of the Class D, Class E and Class F  Certificates.
Contrary to the assumptions made in preparing such tables,  prepayments are less
likely to occur in connection with nonperforming or troubled Mortgage Loans, and
accordingly,  a  higher  rate  of  prepayments  is not  likely  to  result  in a
proportionate  reduction  of  defaults.  As a  result,  the yield on the Class F
Certificates  may in fact not  improve  as  significantly  at higher  prepayment
speeds as shown in the tables.  In fact, if default rates remained at a constant
percentage of original Mortgage Loan balances rather than current balances,  the
yield on the Class F  Certificates  under the other  assumptions  in the  tables
could be worse at higher prepayment rates due to the reductions in the amount of
Excess Interest  applied to pay down the Class F  Certificates.  High prepayment
rates are more likely to occur in an environment of improved property values and
lower  interest  rates,  and to the extent  defaults are less likely to occur in
such  an  environment,  defaults  could  decline  as a  percentage  or  original
principal amounts while prepayment rates are high.

    The following  tables assume  constant  rates of  prepayments  and defaults.
Variable  rates of default  which create the same overall  prepayment or default
rate for a given  period of time may not  generate  the same  result as constant
prepayment and default rates.

<PAGE>
<TABLE>
<CAPTION>

                                     Table 1

   Weighted Average Life, First Principal Payment Date, Last Principal Payment
  Date, Yield and Duration of Class D Certificates at Various Assumed Prices,
Percentages of CPR, and Mortgage Loan Default Rates and Assuming Unchanged LIBOR
                               and No Extensions*


                            10% Annual Default Rate                     20% Annual Default Rate
                         ------------------------------              ----------------------------
<S>                        <C>          <C>       <C>       <C>        <C>        <C>       <C>       <C>
       Price (%)           0%           2%        4%        8%         0%         2%        4%        8%
- ----------------------   --------    -------   --------  --------    -------   --------   -------  --------
Total Assumed Defaults
From Month 13
Through Month 72            32.6%      30.6%     28.8%      25.4%      54.7%      51.7%     48.8%     43.4%
                             9.02       7.15      6.05       5.28       5.22       5.11      4.97      4.56  Weighted Average Life
                                                                                                                 (years)
                            10/94      10/94     10/94      10/94      10/94      10/94     10/94     10/94  First Principal
                                                                                                                 Payment Date
                            04/07      07/04     09/02      11/00      08/00      07/00     06/00     01/00  Last Principal Payment
                                                                                                                 Date
87 5/32..............      10.431     10.785    11.111     11.416     11.451     11.502    11.576    11.814  Yield to Maturity (%)
                             5.51       4.81      4.29       3.91       3.86       3.81      3.73      3.49  Duration
87 21/32.............      10.329     10.667    10.979     11.271     11.304     11.353    11.423    11.651  Yield to Maturity (%)
                             5.53       4.82      4.30       3.91       3.87       3.81      3.73      3.50  Duration
88 5/32..............      10.227     10.550    10.848     11.127     11.159     11.205    11.272    11.489  Yield to Maturity (%)
                             5.55       4.83      4.31       3.92       3.88       3.82      3.74      3.50  Duration
88 21/32.............      10.125     10.434    10.718     10.984     11.014     11.058    11.122    11.329  Yield to Maturity (%)
                             5.57       4.84      4.32       3.93       3.89       3.83      3.75      3.51  Duration
89 5/32..............      10.025     10.319    10.589     10.842     10.870     10.913    10.974    11.170  Yield to Maturity (%)
                             5.58       4.86      4.33       3.94       3.90       3.84      3.76      3.52  Duration
89 21/32.............       9.926     10.205    10.461     10.701     10.728     10.768    10.826    11.012  Yield to Maturity (%)
                             5.60       4.87      4.34       3.95       3.90       3.85      3.76      3.52  Duration
90 5/32..............       9.827     10.091    10.334     10.561     10.587     10.625    10.679    10.856  Yield to Maturity (%)
                             5.62       4.88      4.35       3.95       3.91       3.85      3.77      3.53  Duration
90 21/32.............       9.730      9.979    10.208     10.422     10.446     10.482    10.534    10.700  Yield to Maturity (%)
                             5.63       4.89      4.36       3.96       3.92       3.87      3.78      3.54  Duration
91 5/32..............       9.633      9.867    10.083     10.284     10.307     10.341    10.389    10.546  Yield to Maturity (%)
                             5.65       4.91      4.37       3.97       3.93       3.87      3.79      3.54  Duration
91 21/32.............       9.537      9.757     9.959     10.148     10.169     10.201    10.246    10.393  Yield to Maturity (%)
                             5.67       4.92      4.38       3.98       3.94       3.86      3.79      3.55  Duration
92 5/32..............       9.442      9.647     9.835     10.012     10.032     10.061    10.104    10.241  Yield to Maturity (%)
                             5.69       4.93      4.39       3.99       3.94       3.88      3.80      3.56  Duration
92 21/32.............       9.347      9.538     9.713      9.877      9.896      9.923     9.962    10.090  Yield to Maturity (%)
                             5.70       4.94      4.40       3.99       3.95       3.89      3.81      3.56  Duration
</TABLE>

<TABLE>
<CAPTION>

                            30% Annual Default Rate                  40% Annual Default Rate
                         -----------------------------             ----------------------------
<S>                         <C>       <C>        <C>        <C>       <C>       <C>       <C>      <C>
       Price (%)           0%         2%        4%         8%        0%         2%        4%       8%
- ----------------------   --------   -------   --------  --------   --------   -------  -------- -------
Total Assumed Defaults
From Month 13
Through Month 72            69.3%     65.7%      62.3%      55.9%     78.5%     74.8%     71.2%    64.5%
                             4.90      4.47       4.14       3.79      4.61      4.12      3.74     3.22  Weighted Average Life
                                                                                                              (years)
                            10/94     10/94      10/94      10/94     10/94     10/94     10/94    10/94  First Principal Payment
                                                                                                              Date
                            06/00     01/00      07/99      01/99     06/00     08/99     03/99    06/98  Last Principal Payment
                                                                                                              Date
87 5/32..............      11.546    11.838     12.108     12.420    11.663    12.055    12.423   13.059  Yield to Maturity (%)
                             3.76      3.47       3.23       3.00      3.64      3.28      3.00     2.61  Duration
87 21/32.............      11.395    11.675     11.932     12.230    11.508    11.882    12.234   12.841  Yield to Maturity (%)
                             3.77      3.47       3.24       3.00      3.65      3.28      3.00     2.61  Duration
88 5/32..............      11.245    11.512     11.758     12.043    11.353    11.710    12.046   12.626  Yield to Maturity (%)
                             3.78      3.48       3.24       3.01      3.65      3.29      3.01     2.62  Duration
88 21/32.............      11.096    11.351     11.585     11.856    11.199    11.539    11.859   12.411  Yield to Maturity (%)
                             3.78      3.49       3.25       3.01      3.66      3.30      3.01     2.62  Duration
89 5/32..............      10.949    11.191     11.413     11.671    11.047    11.370    11.674   12.199  Yield to Maturity (%)
                             3.79      3.49       3.26       3.02      3.67      3.30      3.02     2.63  Duration
89 21/32.............      10.803    11.032     11.243     11.487    10.896    11.202    11.490   11.988  Yield to Maturity (%)
                             3.80      3.50       3.26       3.03      3.67      3.31      3.02     2.63  Duration
90 5/32..............      10.657    10.874     11.074     11.305    10.745    11.035    11.308   11.778  Yield to Maturity (%)
                             3.81      3.51       3.27       3.03      3.68      3.31      3.03     2.64  Duration
90 21/32.............      10.513    10.718     10.906     11.124    10.596    10.870    11.127   11.570  Yield to Maturity (%)
                             3.81      3.51       3.27       3.04      3.69      3.32      3.03     2.64  Duration
91 5/32..............      10.370    10.562     10.739     10.944    10.448    10.705    10.947   11.364  Yield to Maturity (%)
                             3.82      3.52       3.28       3.04      3.69      3.33      3.04     2.65  Duration
91 21/32.............      10.228    10.408     10.574     10.766    10.301    10.542    10.768   11.159  Yield to Maturity (%)
                             3.83      3.53       3.29       3.05      3.70      3.33      3.05     2.65  Duration
92 5/32..............      10.087    10.255     10.410     10.589    10.155    10.380    10.591   10.955  Yield to Maturity (%)
                             3.83      3.53       3.29       3.05      3.71      3.34      3.05     2.66  Duration
92 21/32.............       9.947    10.103     10.246     10.413    10.011    10.219    10.415   10.753  Yield to Maturity (%)
                             3.84      3.54       3.30       3.06      3.71      3.34      3.06     2.66  Duration
<FN>
- ----------

*    See "Special Yield  Considerations"  for a discussion of other  assumptions
     used in preparing the Tables.

**   Principal  balance remaining (before any accrued and unpaid interest) after
     assets of the Trust Fund are exhausted.

***  Indicates a yield of (25.00)% or less and  therefore  that  investors  will
     suffer a loss of a substantial portion of their initial investment.
</FN>
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                                     Table 2

       Weighted Average Life, First Principal Payment Date, Last Principal
   Payment Date, Yield and Duration of Class D Certificates at Various Assumed
 Prices, Percentages of CPR, and Mortgage Loan Default Rates and Assuming LIBOR
                         Decreases 1% and No Extensions*

                            10% Annual Default Rate                  20% Annual Default Rate
                         -----------------------------            ----------------------------
<S>                          <C>       <C>       <C>       <C>       <C>        <C>      <C>      <C>
       Price (%)             0%         2%       4%         8%       0%        2%         4%      8%
- ----------------------   - -------   -------  --------   -------  --------    -------  -------  -------
Total Assumed Defaults
From Month 13
Through Month 72             32.6%     30.6%     28.8%     25.4%     54.7%      51.7%    48.8%    43.4%
                              8.29      6.71      5.76      5.11      5.05       4.96     4.82     4.44  Weighted Average Life
                                                                                                         (years)
                             10/94     10/94     10/94     10/94     10/94      10/94    10/94    10/94  First Principal Payment
                                                                                                         Date
                             01/07     03/04     07/02     10/00     08/00      06/00    05/00    12/99  Last Principal Payment
                                                                                                         Date
87 5/32..............       10.598    10.936    11.249    11.524    11.564     11.609   11.681   11.913  Yield to Maturity (%)
                              5.13      4.54      4.10      3.77      3.73       3.68     3.61     3.39  Duration
87 21/32.............       10.487    10.811    11.110    11.374    11.411     11.455   11.524   11.746  Yield to Maturity (%)
                              5.14      4.55      4.11      3.78      3.74       3.69     3.62     3.40  Duration
88 5/32..............       10.378    10.687    10.973    11.224    11.260     11.302   11.368   11.580  Yield to Maturity (%)
                              5.16      4.56      4.12      3.79      3.75       3.70     3.63     3.41  Duration
88 21/32.............       10.269    10.564    10.837    11.076    11.111     11.150   11.213   11.415  Yield to Maturity (%)
                              5.18      4.58      4.13      3.80      3.75       3.71     3.63     3.41  Duration
89 5/32..............       10.161    10.442    10.701    10.930    10.962     11.000   11.060   11.252  Yield to Maturity (%)
                              5.20      4.59      4.14      3.81      3.76       3.72     3.64     3.42  Duration
89 21/32.............       10.055    10.321    10.567    10.784    10.815     10.851   10.907   11.090  Yield to Maturity (%)
                              5.21      4.60      4.15      3.82      3.77       3.72     3.65     3.43  Duration
90 5/32..............        9.949    10.201    10.434    10.639    10.668     10.702   10.756   10.929  Yield to Maturity (%)
                              5.23      4.61      4.16      3.83      3.78       3.73     3.66     3.43  Duration
90 21/32.............        9.844    10.082    10.302    10.496    10.523     10.555   10.606   10.769  Yield to Maturity (%)
                              5.25      4.63      4.17      3.83      3.79       3.74     3.66     3.44  Duration
91 5/32..............        9.740     9.965    10.171    10.354    10.379     10.409   10.457   10.610  Yield to Maturity (%)
                              5.27      4.64      4.18      3.84      3.80       3.75     3.67     3.45  Duration
91 21/32.............        9.637     9.848    10.042    10.212    10.236     10.265   10.309   10.453  Yield to Maturity (%)
                              5.28      4.65      4.19      3.85      3.80       3.76     3.68     3.45  Duration
92 5/32..............        9.535     9.732     9.913    10.072    10.094     10.121   10.162   10.296  Yield to Maturity (%)
                              5.30      4.66      4.20      3.86      3.81       3.76     3.69     3.46  Duration
92 21/32.............        9.434     9.616     9.785     9.933     9.954      9.978   10.017   10.141  Yield to Maturity (%)
                              5.32      4.68      4.21      3.87      3.82       3.77     3.69     3.47  Duration
</TABLE>

<TABLE>
<CAPTION>


                             30% Annual Default Rate                40% Annual Default Rate
                         ----------------------------            ------------------------------
<S>                          <C>      <C>       <C>       <C>       <C>        <C>        <C>        <C>
       Price (%)           0%          2%        4%        8%       0%         2%         4%           8%
- ----------------------   --------- --------  --------   -------  --------   --------   --------    -------
Total Assumed Defaults
From Month 13
Through Month 72             69.3%    65.7%     62.3%     55.9%     78.5%      74.8%      71.2%      64.5%
                              4.78     4.36      4.04      3.71      4.50       4.03       3.66       3.16  Weighted Average Life
                                                                                                            (years)
                             10/94    10/94     10/94     10/94     10/94      10/94      10/94      10/94  First Principal Payment
                                                                                                            Date
                             06/00    12/99     06/99     01/99     05/00      08/99      02/99      05/98  Last Principal Payment
                                                                                                            Date
87 5/32..............       11.647   11.942    12.209    12.515    11.761     12.152     12.522     13.155  Yield to Maturity (%)
                              3.65     3.37      3.15      2.93      3.54       3.19       2.92       2.56  Duration
87 21/32.............       11.491   11.773    12.028    12.322    11.600     11.974     12.328     12.933  Yield to Maturity (%)
                              3.65     3.37      3.15      2.93      3.54       3.20       2.93       2.56  Duration
88 5/32..............       11.337   11.606    11.849    12.129    11.441     11.798     12.136     12.713  Yield to Maturity (%)
                              3.66     3.38      3.16      2.94      3.55       3.21       2.94       2.57  Duration
88 21/32.............       11.184   11.440    11.672    11.938    11.283     11.623     11.945     12.494  Yield to Maturity (%)
                              3.67     3.39      3.17      2.95      3.56       3.21       2.94       2.57  Duration
89 5/32..............       11.032   11.275    11.496    11.749    11.126     11.449     11.755     12.277  Yield to Maturity (%)
                              3.68     3.39      3.17      2.95      3.57       3.22       2.95       2.58  Duration
89 21/32.............       10.881   11.112    11.321    11.561    10.971     11.277     11.567     12.062  Yield to Maturity (%)
                              3.69     3.40      3.18      2.96      3.57       3.23       2.95       2.58  Duration
90 5/32..............       10.731   10.950    11.147    11.375    10.816     11.106     11.380     11.848  Yield to Maturity (%)
                              3.69     3.41      3.19      2.96      3.58       3.23       2.96       2.59  Duration
90 21/32.............       10.583   10.789    10.975    11.189    10.663     10.936     11.194     11.636  Yield to Maturity (%)
                              3.70     3.42      3.19      2.97      3.59       3.24       2.96       2.59  Duration
91 5/32..............       10.435   10.629    10.804    11.006    10.511     10.767     11.010     11.426  Yield to Maturity (%)
                              3.71     3.42      3.20      2.97      3.59       3.24       2.97       2.60  Duration
91 21/32.............       10.289   10.470    10.634    10.823    10.360     10.600     10.828     11.216  Yield to Maturity (%)
                              3.72     3.43      3.20      2.98      3.60       3.25       2.98       2.60  Duration
92 5/32..............       10.143   10.313    10.466    10.642    10.210     10.434     10.646     11.009  Yield to Maturity (%)
                              3.72     3.44      3.21      2.99      3.61       3.26       2.98       2.61  Duration
92 21/32.............        9.999   10.156    10.299    10.462    10.061     10.269     10.466     10.803  Yield to Maturity (%)
                              3.73     3.44      3.22      2.99      3.61       3.26       2.99       2.61  Duration
<FN>
- ----------

*    See "Special Yield  Considerations"  for a discussion of other  assumptions
     used in preparing the Tables.

**   Principal  balance remaining (before any accrued and unpaid interest) after
     assets of the Trust Fund are exhausted.

***  Indicates a yield of (25.00)% or less and  therefore  that  investors  will
     suffer a loss of a substantial portion of their initial investment.
</FN>
</TABLE>


<PAGE>

<TABLE>
<CAPTION>


                                     Table 3

   Weighted Average Life, First Principal Payment Date, Last Principal Payment
  Date, Yield and Duration of Class D Certificates of Various Assumed Prices,
Percentages of CPR, and Mortgage Loan Default Rates and Assuming LIBOR Increases
                              1% and No Extensions



                                10% Annual Default Rate                    20% Annual Default Rate
                                 -------------------                         ------------------
<S>                      <C>         <C>       <C>       <C>       <C>         <C>        <C>        <C>
       Price (%)           0%       2%         4%        8%        0%          2%         4%         8%
- ----------------------   ------  ---------  --------  --------  --------     -------   --------  ---------
Total Assumed Defaults
From Month 13
Through Month 72         32.6%       30.6%     28.8%     25.4%     54.7%       51.7%      48.8%      43.4%
                          9.77        7.61      6.35      5.46      5.38        5.27       5.12       4.69  Weighted Average Life
                                                                                                            (years)
                         10/94       10/94     10/94     10/94     10/94       10/94      10/94      10/94  First Principal Payment
                                                                                                            Date
                         09/07       11/04     11/02     11/00     08/00       07/00      06/00      01/00  Last Principal Payment
                                                                                                            Date
87 5/32..............   10.282      10.644    10.980    11.314    11.346      11.400     11.475     11.718  Yield to Maturity (%)
                          5.91        5.09      4.50      4.04      4.00        3.93       3.84       3.59  Duration
87 21/32.............   10.186      10.532    10.854    11.173    11.204      11.256     11.328     11.560  Yield to Maturity (%)
                          5.93        5.10      4.51      4.05      4.01        3.94       3.85       3.59  Duration
88 5/32..............   10.091      10.422    10.729    11.034    11.063      11.112     11.181     11.403  Yield to Maturity (%)
                          5.95        5.11      4.52      4.05      4.01        3.95       3.86       3.60  Duration
88 21/32.............    9.997      10.312    10.605    10.896    10.923      10.970     11.036     11.247  Yield to Maturity (%)
                          5.96        5.13      4.53      4.06      4.02        3.95       3.87       3.61  Duration
89 5/32..............    9.903      10.203    10.482    10.758    10.784      10.829     10.892     11.092  Yield to Maturity (%)
                          5.98        5.14      4.54      4.07      4.03        3.96       3.87       3.61  Duration
89 21/32.............    9.811      10.095    10.359    10.622    10.647      10.689     10.748     10.939  Yield to Maturity (%)
                          6.00        5.15      4.55      4.08      4.04        3.97       3.88       3.62  Duration
90 5/32..............    9.719       9.988    10.238    10.487    10.510      10.550     10.606     10.786  Yield to Maturity (%)
                          6.02        5.16      4.56      4.08      4.04        3.98       3.89       3.63  Duration
90 21/32.............    9.628       9.882    10.118    10.352    10.374      10.412     10.465     10.635  Yield to Maturity (%)
                          6.03        5.17      4.57      4.09      4.05        3.98       3.90       3.63  Duration
91 5/32..............    9.537       9.776     9.998    10.219    10.239      10.275     10.325     10.485  Yield to Maturity (%)
                          6.05        5.19      4.58      4.10      4.06        3.99       3.90       3.64  Duration
91 21/32.............    9.447       9.672     9.880    10.086    10.106      10.139     10.186     10.335  Yield to Maturity (%)
                          6.07        5.20      4.59      4.11      4.07        4.00       3.91       3.65  Duration
92 5/32..............    9.358       9.568     9.762     9.955     9.973      10.004     10.048     10.187  Yield to Maturity (%)
                          6.08        5.21      4.60      4.11      4.07        4.01       3.92       3.65  Duration
92 21/32.............    9.270       9.465     9.645     9.824     9.841       9.870      9.911     10.040  Yield to Maturity (%)
                          6.10        5.22      4.61      4.12      4.08        4.01       3.92       3.66  Duration
</TABLE>

<TABLE>
<CAPTION>

                                30% Annual Default Rate                     40% Annual Default Rate
                                 --------------------                        --------------------
<S>                      <C>         <C>        <C>        <C>        <C>        <C>        <C>       <C>
       Price (%)           0%       2%         4%          8%         0%        2%         4%          8%
- ----------------------   ------  ---------  ---------  ---------   --------  ---------  ---------  --------
Total Assumed Defaults
From Month 13
Through Month 72         69.3%       65.7%      62.3%      55.9%      78.5%      74.8%      71.2%     64.5%
                          5.03        4.59       4.24       3.87       4.72       4.21       3.82      3.28  Weighted Average Life
                                                                                                             (years)
                         10/94       10/94      10/94      10/94      10/94      10/94      10/94     10/94  First Principal
                                                                                                             Payment Date
                         06/00       01/00      07/99      01/99      06/00      09/99      03/99     06/98  Last Principal Payment
                                                                                                             Date
87 5/32..............   11.450      11.739     12.011     12.328     11.570     11.961     12.328    12.965  Yield to Maturity (%)
                          3.88        3.57       3.32       3.07       3.74       3.36       3.07      2.66  Duration
87 21/32.............   11.304      11.580     11.840     12.143     11.418     11.792     12.143    12.752  Yield to Maturity (%)
                          3.88        3.57       3.32       3.07       3.75       3.37       3.07      2.67  Duration
88 5/32..............   11.158      11.422     11.670     11.960     11.268     11.625     11.959    12.540  Yield to Maturity (%)
                          3.89        3.58       3.33       3.08       3.76       3.37       3.08      2.67  Duration
88 21/32.............   11.014      11.265     11.501     11.777     11.118     11.458     11.777    12.330  Yield to Maturity (%)
                          3.90        3.59       3.34       3.08       3.76       3.38       3.08      2.68  Duration
89 5/32..............   10.871      11.110     11.334     11.596     10.970     11.293     11.596    12.122  Yield to Maturity (%)
                          3.90        3.59       3.34       3.09       3.77       3.39       3.09      2.68  Duration
89 21/32.............   10.729      10.955     11.168     11.417     10.823     11.129     11.416    11.915  Yield to Maturity (%)
                          3.91        3.60       3.35       3.09       3.78       3.39       3.09      2.69  Duration
90 5/32..............   10.588      10.802     11.003     11.238     10.677     10.967     11.238    11.710  Yield to Maturity (%)
                          3.92        3.60       3.35       3.10       3.78       3.40       3.10      2.69  Duration
90 21/32.............   10.448      10.650     10.839     11.061     10.532     10.805     11.061    11.506  Yield to Maturity (%)
                          3.93        3.61       3.36       3.10       3.79       3.40       3.11      2.70  Duration
91 5/32..............   10.309      10.499     10.677     10.885     10.388     10.645     10.885    11.303  Yield to Maturity (%)
                          3.93        3.62       3.36       3.11       3.80       3.41       3.11      2.70  Duration
91 21/32.............   10.171      10.349     10.515     10.711     10.245     10.485     10.711    11.102  Yield to Maturity (%)
                          3.94        3.62       3.37       3.12       3.80       3.41       3.12      2.70  Duration
92 5/32..............   10.034      10.200     10.355     10.538     10.103     10.327     10.537    10.902  Yield to Maturity (%)
                          3.95        3.63       3.38       3.12       3.81       3.42       3.12      2.71  Duration
92 21/32.............    9.898      10.052     10.196     10.365      9.962     10.170     10.365    10.704  Yield to Maturity (%)
                          3.95        3.64       3.38       3.13       3.82       3.43       3.13      2.71  Duration
<FN>
- ----------

 *  See "Special  Yield  Considerations"  for a discussion of other  assumptions
    used in preparing the Tables.

**   Principal  balance remaining (before any accrued and unpaid interest) after
     assets of the Trust Fund are  exhausted.

***  Indicates a yield of (25.00)% or less and  therefore  that  investors  will
     suffer a loss of a substantial portion of their initial investment.
</FN>
</TABLE>



<TABLE>
<CAPTION>


                                     Table 4

   Weighted Average Life, First Principal Payment Date, Last Principal Payment
  Date, Yield and Duration of Class D Certificates at Various Assumed Prices,
Percentages of CPR, and Mortgage Loan Default Rates and Assuming LIBOR Increases
                             2% and No Extensions*


                                10% Annual Default Rate                   20% Annual Default Rate
                                -----------------------                   -----------------------
<S>                      <C>        <C>        <C>       <C>         <C>         <C>       <C>       <C>
       Price (%)           0%       2%         4%        8%         0%          2%         4%        8%
- ----------------------   ------ ---------  ---------  --------  ----------  ----------  --------  --------
Total Assumed Defaults
From Month 13
Through Month 72         32.6%      30.6%      28.8%     25.4%       54.7%       51.7%     48.8%     43.4%
                         10.57       8.10       6.67      5.63        5.54        5.43      5.27      4.81  Weighted Average Life
                                                                                                            (years)
                         10/94      10/94      10/94     10/94       10/94       10/94     10/94     10/94  First Principal Payment
                                                                                                            Date
                         03/08      04/05      02/03     11/00       08/00       07/00     06/00     02/00  Last Principal Payment
                                                                                                            Date
87 5/32..............   10.146     10.511     10.857    11.218      11.246      11.304    11.381    11.626  Yield to Maturity (%)
                          6.33       5.38       4.71      4.17        4.13        4.06      3.96      3.69  Duration
87 21/32.............   10.056     10.406     10.736    11.082      11.109      11.164    11.237    11.473  Yield to Maturity (%)
                          6.35       5.40       4.72      4.18        4.14        4.07      3.97      3.69  Duration
88 5/32..............    9.967     10.301     10.617    10.947      10.973      11.025    11.095    11.320  Yield to Maturity (%)
                          6.37       5.41       4.73      4.19        4.15        4.07      3.98      3.70  Duration
88 21/32.............    9.879     10.198     10.498    10.813      10.838      10.887    10.954    11.168  Yield to Maturity (%)
                          6.38       5.42       4.74      4.19        4.15        4.08      3.98      3.71  Duration
89 5/32..............    9.792     10.095     10.381    10.680      10.703      10.751    10.814    11.017  Yield to Maturity (%)
                          6.40       5.43       4.75      4.20        4.16        4.09      3.99      3.71  Duration
89 21/32.............    9.705      9.993     10.264    10.547      10.570      10.615    10.675    10.868  Yield to Maturity (%)
                          6.42       5.44       4.76      4.21        4.17        4.09      4.00      3.72  Duration
90 5/32..............    9.619      9.891     10.148    10.416      10.438      10.480    10.537    10.719  Yield to Maturity (%)
                          6.43       5.46       4.77      4.22        4.18        4.10      4.00      3.72  Duration
90 21/32.............    9.534      9.791     10.033    10.286      10.306      10.346    10.400    10.572  Yield to Maturity (%)
                          6.45       5.47       4.78      4.22        4.18        4.11      4.01      3.73  Duration
91 5/32..............    9.449      9.691      9.919    10.157      10.176      10.213    10.264    10.426  Yield to Maturity (%)
                          6.47       5.48       4.79      4.23        4.19        4.12      4.02      3.74  Duration
91 21/32.............    9.365      9.592      9.805    10.029      10.046      10.081    10.129    10.280  Yield to Maturity (%)
                          6.48       5.49       4.80      4.24        4.20        4.12      4.02      3.74  Duration
92 5/32..............    9.282      9.493      9.693     9.901       9.918       9.951     9.995    10.136  Yield to Maturity (%)
                          6.50       5.50       4.81      4.24        4.20        4.13      4.03      3.75  Duration
92 21/32.............    9.199      9.396      9.581     9.775       9.790       9.820     9.861     9.993  Yield to Maturity (%)
                          6.51       5.51       4.81      4.25        4.21        4.14      4.04      3.75  Duration
</TABLE>

<TABLE>
<CAPTION>

                              30% Annual Default Rate                     40% Annual Default Rate
                                --------------------                        -------------------
<S>                      <C>        <C>        <C>       <C>        <C>        <C>        <C>       <C>
       Price (%)           0%       2%         4%        8%        0%          2%          4%       8%
- ----------------------   ------ ---------  ---------  --------  ---------   --------   --------  --------
Total Assumed Defaults
From Month 13
Through Month 72         69.3%      65.7%      62.3%     55.9%      78.5%      74.8%      71.2%     64.5%
                          5.16       4.70       4.34      3.96       4.83       4.31       3.90      3.34  Weighted Average Life
                                                                                                           (years)
                         10/94      10/94      10/94     10/94      10/94      10/94      10/94     10/94  First Principal Payment
                                                                                                           Date
                         06/00      02/00      08/99     02/99      06/00      10/99      03/99     06/98  Last Principal Payment
                                                                                                           Date
87 5/32..............   11.359     11.644     11.917    12.239     11.481     11.870     12.236    12.875  Yield to Maturity (%)
                          3.99       3.67       3.40      3.14       3.85       3.45       3.14      2.72  Duration
87 21/32.............   11.217     11.489     11.751    12.058     11.333     11.706     12.056    12.666  Yield to Maturity (%)
                          4.00       3.68       3.41      3.14       3.86       3.45       3.15      2.72  Duration
88 5/32..............   11.076     11.336     11.585    11.878     11.187     11.542     11.876    12.458  Yield to Maturity (%)
                          4.01       3.68       3.42      3.15       3.86       3.46       3.15      2.73  Duration
88 21/32.............   10.936     11.183     11.421    11.700     11.042     11.380     11.698    12.252  Yield to Maturity (%)
                          4.01       3.69       3.42      3.15       3.87       3.47       3.16      2.73  Duration
89 5/32..............   10.797     11.032     11.258    11.523     10.897     11.219     11.521    12.048  Yield to Maturity (%)
                          4.02       3.69       3.43      3.16       3.88       3.47       3.16      2.73  Duration
89 21/32.............   10.659     10.882     11.096    11.348     10.754     11.059     11.346    11.845  Yield to Maturity (%)
                          4.03       3.70       3.43      3.16       3.88       3.48       3.17      2.74  Duration
90 5/32..............   10.522     10.732     10.935    11.173     10.612     10.901     11.171    11.644  Yield to Maturity (%)
                          4.03       3.71       3.44      3.17       3.89       3.48       3.17      2.74  Duration
90 21/32.............   10.386     10.584     10.775    11.000     10.471     10.743     10.998    11.444  Yield to Maturity (%)
                          4.04       3.71       3.44      3.17       3.89       3.49       3.18      2.75  Duration
91 5/32..............   10.250     10.437     10.617    10.828     10.331     10.586     10.826    11.245  Yield to Maturity (%)
                          4.05       3.72       3.45      3.18       3.90       3.49       3.18      2.75  Duration
91 21/32.............   10.116     10.291     10.459    10.657     10.191     10.431     10.656    11.048  Yield to Maturity (%)
                          4.05       3.72       3.45      3.18       3.91       3.50       3.19      2.76  Duration
92 5/32..............    9.983     10.146     10.303    10.488     10.053     10.277     10.486    10.852  Yield to Maturity (%)
                          4.06       3.73       3.46      3.19       3.91       3.50       3.19      2.76  Duration
92 21/32.............    9.851     10.002     10.148    10.319      9.916     10.123     10.318    10.657  Yield to Maturity (%)
                          4.06       3.74       3.46      3.19       3.92       3.51       3.20      2.77  Duration
<FN>
- ----------

*    See "Special Yield  Considerations"  for a discussion of other  assumptions
     used in preparing the Tables.

**   Principal  balance remaining (before any accrued and unpaid interest) after
     assets of the Trust Fund are exhausted.

***  Indicates a yield of (25.00)% or less and  therefore  that  investors  will
     suffer a loss of a substantial portion of their initial investment.
</FN>
</TABLE>



<TABLE>
<CAPTION>


                                     Table 5

   Weighted Average Life, First Principal Payment Date, Last Principal Payment
  Date, Yield and Duration of Class D Certificates at Various Assumed Prices,
Percentages of CPR, and Mortgage Loan Default Rates and Assuming LIBOR Increases
                             3% and No Extensions*

                           10% Annual Default Rate                      20% Annual Default Rate
                         ----------------------------                     --------------------
<S>                         <C>       <C>       <C>      <C>       <C>        <C>        <C>         <C>
       Price (%)             0%        2%       4%        8%      0%         2%          4%           8%
- ----------------------   --------  -------- ---------  ------- ---------  ---------  ---------     -------
Total Assumed Defaults
From Month 13
Through Month 72            32.6%     30.6%     28.8%    25.4%     54.7%      51.7%      48.8%       43.4%
                            11.40      8.63      7.00     5.80      5.70       5.59       5.43        4.94  Weighted Average Life
                                                                                                            (years)
                            10/94     10/94     10/94    10/94     10/94      10/94      10/94       10/94  First Principal Payment
                                                                                                            Date
                            04/08     10/05     05/03    12/00     09/00      07/00      06/00       02/00  Last Principal Payment
                                                                                                            Date
87 5/32..............      10.022    10.387    10.740   11.127    11.152     11.213     11.291      11.539  Yield to Maturity (%)
                             6.76      5.69      4.93     4.30      4.27       4.19       4.08        3.79  Duration
87 21/32.............       9.938    10.287    10.625   10.995    11.019     11.077     11.152      11.389  Yield to Maturity (%)
                             6.78      5.71      4.94     4.31      4.28       4.19       4.09        3.79  Duration
88 5/32..............       9.855    10.188    10.511   10.864    10.887     10.943     11.014      11.240  Yield to Maturity (%)
                             6.80      5.72      4.95     4.32      4.28       4.20       4.10        3.80  Duration
88 21/32.............       9.772    10.090    10.397   10.734    10.756     10.809     10.877      11.092  Yield to Maturity (%)
                             6.81      5.73      4.96     4.33      4.29       4.21       4.10        3.80  Duration
89 5/32..............       9.691     9.993    10.285   10.605    10.626     10.676     10.741      10.945  Yield to Maturity (%)
                             6.83      5.74      4.97     4.33      4.30       4.21       4.11        3.81  Duration
89 21/32.............       9.609     9.896    10.173   10.477    10.497     10.545     10.606      10.800  Yield to Maturity (%)
                             6.85      5.75      4.98     4.34      4.30       4.22       4.12        3.82  Duration
90 5/32..............       9.529     9.800    10.062   10.350    10.369     10.414     10.472      10.655  Yield to Maturity (%)
                             6.86      5.76      4.99     4.35      4.31       4.23       4.12        3.82  Duration
90 21/32.............       9.449     9.705     9.952   10.224    10.242     10.284     10.338      10.512  Yield to Maturity (%)
                             6.88      5.77      5.00     4.35      4.32       4.23       4.13        3.83  Duration
91 5/32..............       9.370     9.610     9.843   10.098    10.115     10.155     10.206      10.369  Yield to Maturity (%)
                             6.89      5.79      5.01     4.36      4.32       4.24       4.13        3.83  Duration
91 21/32.............       9.291     9.516     9.735    9.974     9.990     10.027     10.075      10.227  Yield to Maturity (%)
                             6.91      5.80      5.01     4.37      4.33       4.25       4.14        3.84  Duration
92 5/32..............       9.213     9.423     9.627    9.850     9.865      9.900      9.944      10.087  Yield to Maturity (%)
                             6.93      5.81      5.02     4.37      4.34       4.25       4.15        3.85  Duration
92 21/32.............       9.135     9.331     9.520    9.728     9.741      9.773      9.815       9.947  Yield to Maturity (%)
                             6.94      5.82      5.03     4.38      4.34       4.26       4.15        3.85  Duration
</TABLE>

<TABLE>
<CAPTION>

                            30% Annual Default Rate                   40% Annual Default Rate
                         -----------------------------             ----------------------------
<S>                         <C>       <C>       <C>       <C>        <C>        <C>       <C>         <C>
       Price (%)            0%         2%        4%       8%          0%         2%       4%           8%
- ----------------------   --------  --------  --------  --------    -------   --------  --------     -------
Total Assumed Defaults
From Month 13
Through Month 72            69.3%     65.7%     62.3%     55.9%      78.5%      74.8%     71.2%       64.5%
                             5.28      4.82      4.44      4.04       4.95       4.40      3.98        3.40  Weighted Average Life
                                                                                                             (years)
                            10/94     10/94     10/94     10/94      10/94      10/94     10/94       10/94  First Principal
                                                                                                             Payment Date
                            06/00     02/00     08/99     02/99      07/00      11/99     04/99       06/98  Last Principal Payment
                                                                                                             Date
87 5/32..............      11.274    11.553    11.827    12.153     11.396     11.783    12.148      12.787  Yield to Maturity (%)
                             4.11      3.77      3.49      3.21       3.96       3.54      3.21        2.77  Duration
87 21/32.............      11.135    11.402    11.665    11.976     11.252     11.622    11.971      12.582  Yield to Maturity (%)
                             4.11      3.78      3.50      3.21       3.96       3.54      3.22        2.77  Duration
88 5/32..............      10.998    11.253    11.503    11.800     11.110     11.463    11.796      12.379  Yield to Maturity (%)
                             4.12      3.78      3.50      3.22       3.97       3.55      3.22        2.78  Duration
88 21/32.............      10.862    11.105    11.343    11.626     10.968     11.305    11.622      12.177  Yield to Maturity (%)
                             4.13      3.79      3.51      3.22       3.97       3.55      3.23        2.78  Duration
89 5/32..............      10.727    10.957    11.184    11.453     10.828     11.148    11.449      11.977  Yield to Maturity (%)
                             4.13      3.80      3.51      3.23       3.98       3.56      3.23        2.79  Duration
89 21/32.............      10.592    10.811    11.026    11.281     10.689     10.992    11.277      11.778  Yield to Maturity (%)
                             4.14      3.80      3.52      3.23       3.99       3.56      3.24        2.79  Duration
90 5/32..............      10.459    10.666    10.869    11.110     10.550     10.837    11.107      11.580  Yield to Maturity (%)
                             4.15      3.81      3.52      3.24       3.99       3.57      3.24        2.80  Duration
90 21/32.............      10.327    10.522    10.714    10.941     10.413     10.683    10.938      11.384  Yield to Maturity (%)
                             4.15      3.81      3.53      3.24       4.00       3.57      3.25        2.80  Duration
91 5/32..............      10.195    10.379    10.559    10.772     10.276     10.530    10.770      11.189  Yield to Maturity (%)
                             4.16      3.82      3.53      3.25       4.00       3.58      3.25        2.80  Duration
91 21/32.............      10.065    10.236    10.405    10.605     10.140     10.378    10.603      10.995  Yield to Maturity (%)
                             4.16      3.82      3.54      3.25       4.01       3.58      3.26        2.81  Duration
92 5/32..............       9.935    10.095    10.253    10.439     10.006     10.227    10.437      10.803  Yield to Maturity (%)
                             4.17      3.83      3.54      3.26       4.01       3.59      3.26        2.81  Duration
92 21/32.............       9.806     9.955    10.101    10.274      9.872     10.078    10.272      10.612  Yield to Maturity (%)
                             4.18      3.83      3.55      3.26       4.02       3.59      3.27        2.82  Duration
<FN>
- ----------

*    See "Special Yield  Considerations"  for a discussion of other  assumptions
     used in preparing the Tables.

**   Principal  balance remaining (before any accrued and unpaid interest) after
     assets of the Trust Fund are exhausted.

***  Indicates a yield of (25.00)% or less and  therefore  that  investors  will
     suffer a loss of a substantial portion of their initial investment.
</FN>
</TABLE>



<TABLE>
<CAPTION>

                                     Table 6

   Weighted Average Life, First Principal Payment Date, Last Principal Payment
Date, Yield and Duration of Class D Certificates at Various Assumed, Percentages
of CPR, Prices and Mortgage Loan Default Rates and Assuming Unchanged LIBOR and
                           3-Year Balloon Extensions*



                                    10% Annual Default Rate                                   20% Annual Default Rate
                                  ---------------------------                                 ------------------------
<S>                      <C>             <C>            <C>            <C>            <C>           <C>          <C>          <C>
       Price (%)           0%          2%             4%             8%             0%             2%            4%           8%
- ----------------------   ------   ------------   ------------  -------------    -----------   -----------   ----------   ----------
Total Assumed Defaults
From Month 13
Through Month 72         36.8%           34.5%          32.4%          28.5%          61.1%         57.6%        54.3%        48.1%
                          8.93            7.72           7.43           6.90           7.63          6.78         5.89         5.01
                         10/94           10/94          10/94          10/94          10/94         10/94        10/94        10/94
                         05/07           12/04          08/03          03/03          07/03         04/03        03/02        08/00
87 5/32..............   10.463          10.664         10.717         10.838         10.522        10/785       11.133       11.553
                          5.43            5.02           4.93           4.72           5.35          4.82         4.27         3.75
87 21/32.............   10.359          10.551         10.602         10.718         10.416        10.667       11.000       11.401
                          5.45            5.04           4.94           4.73           5.36          4.83         4.28         3.76
88 5/32..............   10.255          10.439         10.488         10.599         10.311        10.551       10.868       11.251
                          5.47            5.05           4.96           4.74           5.37          4.84         4.29         3.77
88 21/32.............   10.153          10.328         10.374         10.480         10.206        10.435       10.737       11.102
                          5.48            5.07           4.97           4.76           5.39          4.85         4.30         3.77
89 5/32..............   10.051          10.218         10.262         10.363         10.103        10.320       10.608       10.954
                          5.50            5.08           4.98           4.77           5.40          4.87         4.30         3.78
89 21/32.............    9.950          10.109         10.151         10.247         10.000        10.206       10.479       10.808
                          5.52            5.10           5.00           4.78           5.41          4.88         4.31         3.79
90 5/32..............    9.850          10.001         10.040         10.131          9.898        10.093       10.351       10.662
                          5.54            5.11           5.01           4.79           5.42          4.89         4.32         3.80
90 21/32.............    9.751           9.893          9.931         10.017          9.797         9.981       10.224       10.518
                          5.55            5.12           5.02           4.80           5.44          4.90         4.33         3.80
91 5/32..............    9.653           9.787          9.822          9.903          9.697         9.869       10.098       10.374
                          5.57            5.14           5.03           4.81           5.45          4.91         4.34         3.81
91 21/32.............    9.556           9.681          9.715          9.790          9.597         9.759        9.973       10.232
                          5.59            5.15           5.05           4.82           5.46          4.92         4.35         3.82
92 5/32..............    9.459           9.576          9.608          9.678          9.498         9.649        9.849       10.090
                          5.61            5.16           5.06           4.84           5.48          4.93         4.36         3.83
92 21/32.............    9.363           9.473          9.502          9.567          9.400         9.540        9.726        9.950
                          5.62            5.18           5.07           4.85           5.49          4.94         4.37         3.83
</TABLE>

        Price (%)
        ---------
 Total Assumed Defaults
 From Month 13
 Through Month 72
                         Weighted Average Life
                         (years)
                         First Principal Payment
                         Date
                         Last Principal Payment
                         Date
 87 5/32..............   Yield to Maturity (%)
                         Duration
 87 21/32.............   Yield to Maturity (%)
                         Duration
 88 5/32..............   Yield to Maturity (%)
                         Duration
 88 21/32.............   Yield to Maturity (%)
                         Duration
 89 5/32..............   Yield to Maturity (%)
                         Duration
 89 21/32.............   Yield to Maturity (%)
                         Duration
 90 5/32..............   Yield to Maturity (%)
                         Duration
 90 21/32.............   Yield to Maturity (%)
                         Duration
 91 5/32..............   Yield to Maturity (%)
                         Duration
 91 21/32.............   Yield to Maturity (%)
                         Duration
 92 5/32..............   Yield to Maturity (%)
                         Duration
 92 21/32.............   Yield to Maturity (%)
                         Duration


<TABLE>
<CAPTION>

                                 30% Annual Default Rate                                       40% Annual Default Rate
                                -------------------------                                       ---------------------
<S>                      <C>           <C>          <C>          <C>            <C>                  <C>         <C>        <C>
       Price (%)           0%         2%          4%            8%                    0%            2%          4%           8%
- ----------------------   ------ ------------  -----------  -----------          -------------   ----------   --------    ---------
Total Assumed Defaults
From Month 13
Through Month 72         76.5%         72.4%        68.5%        61.3%                  85.8%        81.6%       77.6%      70.1%
                          7.67          6.23         5.14         4.13                    N/A         6.26        4.79       3.73
                         10/94         10/94        10/94        10/94                  10/94        10/94       10/94      10/94
                         05/04         12/02        03/01        08/99          $29,953,793**        02/04       03/01      03/99
87 5/32..............   10.408        10.887       11.393       12.106                  9.124       10.846      11.545     12.436
                          5.63          4.65         3.94         3.23                   7.03         4.72        3.76       2.99
87 21/32.............   10.307        10.765       11.249       11.931                  9.043       10.726      11.395     12.246
                          5.65          4.66         3.94         3.24                   7.06         4.73        3.77       2.99
88 5/32..............   10.207        10.644       11.106       11.757                  8.963       10.607      11.245     12.058
                          5.66          4.67         3.95         3.25                   7.08         4.74        3.78       3.00
88 21/32.............   10.108        10.524       10.964       11.584                  8.884       10.488      11.097     11.871
                          5.67          4.68         3.96         3.25                   7.10         4.75        3.79       3.00
89 5/32..............   10.009        10.405       10.823       11.412                  8.806       10.371      10.949     11.685
                          5.68          4.69         3.97         3.26                   7.13         4.76        3.79       3.01
89 21/32.............    9.912        10.286       10.683       11.242                  8.728       10.255      10.803     11.500
                          5.69          4.70         3.98         3.26                   7.15         4.77        3.80       3.01
90 5/32..............    9.815        10.169       10.544       11.073                  8.651       10.139      10.658     11.317
                          5.71          4.71         3.98         3.27                   7.17         4.78        3.81       3.02
90 21/32.............    9.719        10.053       10.407       10.905                  8.574       10.024      10.514     11.136
                          5.72          4.72         3.99         3.28                   7.19         4.79        3.81       3.03
91 5/32..............    9.623         9.937       10.270       10.738                  8.498        9.910      10.371     10.955
                          5.73          4.73         4.00         3.28                   7.22         4.80        3.82       3.03
91 21/32.............    9.529         9.822       10.134       10.573                  8.423        9.797      10.229     10.776
                          5.74          4.74         4.01         3.29                   7.24         4.81        3.83       3.04
92 5/32..............    9.435         9.709        9.999       10.409                  8.349        9.685      10.088     10.598
                          5.75          4.75         4.01         3.29                   7.26         4.82        3.84       3.04
92 21/32.............    9.341         9.596        9.866       10.246                  8.275        9.574       9.948     10.422
                          5.77          4.76         4.02         3.30                   7.28         4.83        3.84       3.05
</TABLE>

        Price (%)
        ---------
 Total Assumed Defaults
 From Month 13
 Through Month 72
                         Weighted Average Life
                         (years)
                         First Principal Payment
                         Date
                         Last Principal Payment
                         Date
 87 5/32..............   Yield to Maturity (%)
                         Duration
 87 21/32.............   Yield to Maturity (%)
                         Duration
 88 5/32..............   Yield to Maturity (%)
                         Duration
 88 21/32.............   Yield to Maturity (%)
                         Duration
 89 5/32..............   Yield to Maturity (%)
                         Duration
 89 21/32.............   Yield to Maturity (%)
                         Duration
 90 5/32..............   Yield to Maturity (%)
                         Duration
 90 21/32.............   Yield to Maturity (%)
                         Duration
 91 5/32..............   Yield to Maturity (%)
                         Duration
 91 21/32.............   Yield to Maturity (%)
                         Duration
 92 5/32..............   Yield to Maturity (%)
                         Duration
 92 21/32.............   Yield to Maturity (%)
                         Duration

- ----------

*    See "Special Yield  Considerations"  for a discussion of other  assumptions
     used in preparing the Tables.

**   Principal  balance remaining (before any accrued and unpaid interest) after
     assets of the Trust Fund are exhausted.

***  Indicates a yield of (25.00)% or less and  therefore  that  investors  will
     suffer a loss of a substantial portion of their initial investment.





<TABLE>
<CAPTION>


                                     Table 7

   Weighted Average Life, First Principal Payment Date, Last Principal Payment
  Date, Yield and Duration of Class D Certificates at Various Assumed Prices,
Percentages of CPR, and Mortgage Loan Default Rates and Assuming LIBOR Decreases
                       1% and 3-Year Balloon Extensions*


                             10% Annual Default Rate                    20% Annual Default Rate
                         ---------------------------------           -----------------------------
<S>                             <C>       <C>        <C>       <C>      <C>        <C>       <C>      <C>
       Price (%)              0%         2%          4%        8%       0%         2%        4%         8%
- ----------------------   ------------ ---------  ---------  -------- --------   --------  --------  -------
Total Assumed Defaults
From Month 13
Through Month 72                36.8%     34.5%      32.4%     28.5%    61.1%      57.6%     54.3%    48.1%
                                 7.96      7.17       7.03      6.58     7.37       6.53      5.67     4.86  Weighted Average Life
                                                                                                             (years)
                                10/94     10/94      10/94     10/94    10/94      10/94     10/94    10/94  First Principal
                                                                                                             Payment Date
                                06/06     09/04      08/03     02/03    06/03      02/03     01/02    07/00  Last Principal Payment
                                                                                                             Date
87 5/32..............          10.684    10.833     10.856    10.962   10.630     10.901    11.254   11.660  Yield to Maturity (%)
                                 4.95      4.69       4.66      4.50     5.10       4.61      4.09     3.63  Duration
87 21/32.............          10.569    10.712     10.735    10.836   10.518     10.778    11.115   11.504  Yield to Maturity (%)
                                 4.96      4.71       4.68      4.51     5.11       4.62      4.10     3.64  Duration
88 5/32..............          10.456    10.593     10.614    10.711   10.408     10.656    10.977   11.349  Yield to Maturity (%)
                                 4.98      4.72       4.69      4.53     5.13       4.63      4.11     3.65  Duration
88 21/32.............          10.343    10.474     10.494    10.587   10.299     10.535    10.841   11.195  Yield to Maturity (%)
                                 5.00      4.74       4.70      4.54     5.14       4.64      4.12     3.65  Duration
89 5/32..............          10.232    10.356     10.376    10.464   10.190     10.415    10.706   11.042  Yield to Maturity (%)
                                 5.02      4.75       4.72      4.55     5.16       4.65      4.13     3.66  Duration
89 21/32.............          10.121    10.240     10.258    10.342   10.083     10.296    10.572   10.891  Yield to Maturity (%)
                                 5.03      4.77       4.73      4.56     5.17       4.67      4.14     3.67  Duration
90 5/32..............          10.011    10.124     10.142    10.222    9.976     10.177    10.438   10.741  Yield to Maturity (%)
                                 5.05      4.78       4.75      4.57     5.18       4.68      4.15     3.68  Duration
90 21/32.............           9.903    10.009     10.026    10.102    9.870     10.060    10.306   10.591  Yield to Maturity (%)
                                 5.07      4.80       4.76      4.59     5.20       4.69      4.16     3.69  Duration
91 5/32..............           9.795     9.896      9.912     9.983    9.765      9.944    10.175   10.443  Yield to Maturity (%)
                                 5.09      4.81       4.77      4.60     5.21       4.70      4.17     3.69  Duration
91 21/32.............           9.689     9.783      9.798     9.865    9.661      9.828    10.045   10.296  Yield to Maturity (%)
                                 5.10      4.83       4.79      4.61     5.22       4.71      4.18     3.70  Duration
92 5/32..............           9.583     9.671      9.685     9.748    9.558      9.714     9.916   10.151  Yield to Maturity (%)
                                 5.12      4.84       4.80      4.62     5.24       4.72      4.19     3.71  Duration
92 21/32.............           9.478     9.560      9.573     9.631    9.455      9.600     9.788   10.006  Yield to Maturity (%)
                                 5.14      4.85       4.81      4.63     5.25       4.74      4.20     3.72  Duration
</TABLE>

<TABLE>
<CAPTION>

                            30% Annual Default Rate                    40% Annual Default Rate
                         ----------------------------             -------------------------------
<S>                         <C>       <C>       <C>       <C>   <C>               <C>       <C>       <C>
       Price (%)            0%         2%      4%         8%           0%         2%        4%         8%
- ----------------------   --------  -------- ---------  --------   -----------  --------  --------   -------
Total Assumed Defaults
From Month 13
Through Month 72            76.5%     72.4%     68.5%     61.3%         85.8%     81.6%     77.6%     70.1%
                             7.42      6.02      4.99      4.03           N/A      6.03      4.66      3.65  Weighted Average Life
                                                                                                             (years)
                            10/94     10/94     10/94     10/94         10/94     10/94     10/94     10/94  First Principal Payment
                                                                                                             Date
                            12/03     10/02     02/01     07/99 $17,152,119**     09/03     01/01     02/99  Last Principal Payment
                                                                                                             Date
87 5/32..............      10.501    10.995    11.500    12.209         9.579    10.954    11.651    12.536  Yield to Maturity (%)
                             5.40      4.47      3.80      3.15          6.75      4.53      3.65      2.92  Duration
87 21/32.............      10.396    10.868    11.351    12.029         9.495    10.829    11.495    12.342  Yield to Maturity (%)
                             5.41      4.48      3.81      3.15          6.77      4.55      3.65      2.92  Duration
88 5/32..............      10.292    10.742    11.203    11.850         9.412    10.705    11.341    12.149  Yield to Maturity (%)
                             5.42      4.49      3.82      3.16          6.79      4.56      3.66      2.93  Duration
88 21/32.............      10.189    10.617    11.056    11.672         9.329    10.582    11.187    11.957  Yield to Maturity (%)
                             5.44      4.50      3.83      3.17          6.82      4.57      3.67      2.93  Duration
89 5/32..............      10.086    10.493    10.911    11.496         9.247    10.459    11.035    11.767  Yield to Maturity (%)
                             5.45      4.51      3.84      3.17          6.84      4.58      3.68      2.94  Duration
89 21/32.............       9.984    10.370    10.766    11.321         9.166    10.338    10.884    11.578  Yield to Maturity (%)
                             5.46      4.52      3.85      3.18          6.86      4.59      3.68      2.94  Duration
90 5/32..............       9.883    10.248    10.623    11.148         9.086    10.218    10.735    11.390  Yield to Maturity (%)
                             5.47      4.53      3.85      3.19          6.89      4.60      3.69      2.95  Duration
90 21/32.............       9.783    10.127    10.480    10.976         9.006    10.099    10.586    11.204  Yield to Maturity (%)
                             5.49      4.54      3.86      3.19          6.91      4.61      3.70      2.96  Duration
91 5/32..............       9.684    10.007    10.339    10.805         8.927     9.980    10.438    11.020  Yield to Maturity (%)
                             5.50      4.55      3.87      3.20          6.93      4.62      3.71      2.96  Duration
91 21/32.............       9.585     9.887    10.199    10.635         8.849     9.863    10.292    10.836  Yield to Maturity (%)
                             5.51      4.56      3.88      3.20          6.96      4.63      3.71      2.97  Duration
92 5/32..............       9.487     9.769    10.060    10.466         8.771     9.746    10.147    10.654  Yield to Maturity (%)
                             5.52      4.57      3.89      3.21          6.98      4.64      3.72      2.97  Duration
92 21/32.............       9.390     9.652     9.921    10.299         8.695     9.630    10.002    10.474  Yield to Maturity (%)
                             5.54      4.58      3.89      3.22          7.00      4.65      3.73      2.98  Duration
<FN>
- ----------

*    See "Special Yield  Considerations"  for a discussion of other  assumptions
     used in preparing the Tables.

**   Principal  balance remaining (before any accrued and unpaid interest) after
     assets of the Trust Fund are exhausted.

***  Indicates a yield of (25.00)% or less and  therefore  that  investors  will
     suffer a loss of a substantial portion of their initial investment.
</FN>
</TABLE>




<TABLE>
<CAPTION>


                                     Table 8

   Weighted Average Life, First Principal Payment Date, Last Principal Payment
  Date, Yield and Duration of Class D Certificates at Various Assumed Prices,
Percentages CPR, and Mortgage Loan Default Rates and Assuming LIBOR Increases 1%
                         and 3-Year Balloon Extensions*

                                10% Annual Default Rate                                  20% Annual Default Rate
                                ------------------------                               ---------------------------
<S>                      <C>         <C>           <C>            <C>            <C>           <C>            <C>          <C>
       Price (%)           0%       2%           4%            8%              0%          2%               4%             8%
- ----------------------   ------ ----------  ------------   ------------  ------------- ------------    -----------     ---------
Total Assumed Defaults
From Month 13
Through Month 72         36.8%       34.5%         32.4%          28.5%          61.1%         57.6%          54.3%        48.1%
                          9.84        8.29          7.85           7.24           7.89          7.04           6.11         5.17
                         10/94       10/94         10/94          10/94          10/94         10/94          10/94        10/94
                         11/07       05/05         11/03          04/03          07/03         04/03          03/02        08/00
87 5/32..............   10.284      10.509        10.588         10.722         10.423        10.677         11.021       11.451
                          5.90        5.37          5.20           4.94           5.59          5.04           4.44         3.87
87 21/32.............   10.188      10.403        10.479         10.607         10.321        10.565         10.893       11.304
                          5.92        5.38          5.22           4.95           5.61          5.05           4.45         3.88
88 5/32..............   10.093      10.299        10.371         10.493         10.220        10.453         10.767       11.159
                          5.94        5.39          5.23           4.97           5.62          5.06           4.46         3.89
88 21/32.............    9.998      10.195        10.264         10.380         10.121        10.342         10.641       11.014
                          5.95        5.41          5.24           4.98           5.63          5.07           4.47         3.90
89 5/32..............    9.904      10.091        10.157         10.268         10.022        10.232         10.516       10.871
                          5.97        5.42          5.25           4.99           5.64          5.08           4.48         3.90
89 21/32.............    9.812       9.989        10.052         10.157          9.923        10.123         10.392       10.729
                          5.99        5.44          5.27           5.00           5.66          5.09           4.49         3.91
90 5/32..............    9.719       9.888         9.947         10.047          9.826        10.014         10.269       10.588
                          6.01        5.45          5.28           5.01           5.67          5.10           4.50         3.92
90 21/32.............    9.628       9.787         9.843          9.937          9.729         9.907         10.147       10.448
                          6.02        5.46          5.29           5.02           5.68          5.11           4.50         3.92
91 5/32..............    9.538       9.687         9.740          9.829          9.633         9.800         10.026       10.309
                          6.04        5.48          5.30           5.03           5.69          5.12           4.51         3.93
91 21/32.............    9.448       9.588         9.637          9.721          9.537         9.694          9.906       10.171
                          6.06        5.49          5.32           5.04           5.70          5.13           4.52         3.94
92 5/32..............    9.359       9.490         9.536          9.614          9.443         9.589          9.786       10.033
                          6.08        5.50          5.33           5.05           5.72          5.14           4.53         3.95
92 21/32.............    9.270       9.392         9.435          9.507          9.349         9.484          9.668        9.897
                          6.09        5.52          5.34           5.06           5.73          5.15           4.54         3.95
</TABLE>

       Price (%)
       ---------
Total Assumed Defaults
From Month 13
Through Month 72
                        Weighted Average Life
                        (years)
                        First Principal Payment
                        Date
                        Last Principal Payment
                        Date
87 5/32..............   Yield to Maturity (%)
                        Duration
87 21/32.............   Yield to Maturity (%)
                        Duration
88 5/32..............   Yield to Maturity (%)
                        Duration
88 21/32.............   Yield to Maturity (%)
                        Duration
89 5/32..............   Yield to Maturity (%)
                        Duration
89 21/32.............   Yield to Maturity (%)
                        Duration
90 5/32..............   Yield to Maturity (%)
                        Duration
90 21/32.............   Yield to Maturity (%)
                        Duration
91 5/32..............   Yield to Maturity (%)
                        Duration
91 21/32.............   Yield to Maturity (%)
                        Duration
92 5/32..............   Yield to Maturity (%)
                        Duration
92 21/32.............   Yield to Maturity (%)
                        Duration

<TABLE>
<CAPTION>

                                   30% Annual Default Rate                                       40% Annual Default Rate
                                ------------------------------                                    ---------------------
<S>                      <C>             <C>             <C>           <C>        <C>                  <C>        <C>          <C>
       Price (%)           0%         2%              4%            8%               0%               2%          4%          8%
- ----------------------   ------ --------------  --------------  ------------    ---------------   ---------  ----------  -----------
Total Assumed Defaults
From Month 13
Through Month 72         76.5%           72.4%           68.5%         61.3%              85.8%        81.6%      77.6%        70.1%
                          7.94            6.45            5.29          4.23                N/A         6.51       4.93         3.81
                         10/94           10/94           10/94         10/94              10/94        10/94      10/94        10/94
                         11/04           02/03           04/01         08/99      $39,636,591**        12/04      06/01        03/99
87 5/32..............   10.316          10.783          11.291        12.008              8.683       10.738     11.443       12.340
                          5.88            4.84            4.07          3.32               7.33         4.92       3.89         3.06
87 21/32.............   10.219          10.666          11.151        11.837              8.605       10.623     11.297       12.155
                          5.89            4.85            4.08          3.33               7.35         4.93       3.89         3.06
88 5/32..............   10.124          10.550          11.013        11.667              8.529       10.509     11.152       11.971
                          5.91            4.86            4.09          3.33               7.37         4.95       3.90         3.07
88 21/32.............   10.029          10.435          10.876        11.499              8.452       10.395     11.008       11.788
                          5.92            4.87            4.09          3.34               7.40         4.96       3.91         3.07
89 5/32..............    9.934          10.320          10.739        11.331              8.377       10.283     10.865       11.606
                          5.93            4.88            4.10          3.34               7.42         4.97       3.91         3.08
89 21/32.............    9.841          10.207          10.604        11.165              8.302       10.171     10.724       11.426
                          5.94            4.89            4.11          3.35               7.44         4.97       3.92         3.09
90 5/32..............    9.748          10.094          10.470        11.001              8.228       10.060     10.583       11.247
                          5.95            4.90            4.12          3.36               7.46         4.98       3.93         3.09
90 21/32.............    9.656           9.982          10.337        10.837              8.155        9.950     10.443       11.070
                          5.96            4.91            4.12          3.36               7.49         4.99       3.93         3.10
91 5/32..............    9.564           9.871          10.204        10.675              8.082        9.841     10.305       10.894
                          5.98            4.92            4.13          3.37               7.51         5.00       3.94         3.10
91 21/32.............    9.473           9.760          10.073        10.514              8.010        9.732     10.167       10.718
                          5.99            4.93            4.14          3.37               7.53         5.01       3.95         3.11
92 5/32..............    9.383           9.651           9.942        10.354              7.938        9.625     10.030       10.545
                          6.00            4.94            4.15          3.38               7.55         5.02       3.95         3.11
92 21/32.............    9.294           9.542           9.813        10.195              7.867        9.518      9.894       10.372
                          6.01            4.95            4.15          3.38               7.57         5.03       3.96         3.12
</TABLE>


       Price (%)
       ---------
Total Assumed Defaults
From Month 13
Through Month 72
                        Weighted Average Life
                        (years)
                        First Principal Payment
                        Date
                        Last Principal Payment
                        Date
87 5/32..............   Yield to Maturity (%)
                        Duration
87 21/32.............   Yield to Maturity (%)
                        Duration
88 5/32..............   Yield to Maturity (%)
                        Duration
88 21/32.............   Yield to Maturity (%)
                        Duration
89 5/32..............   Yield to Maturity (%)
                        Duration
89 21/32.............   Yield to Maturity (%)
                        Duration
90 5/32..............   Yield to Maturity (%)
                        Duration
90 21/32.............   Yield to Maturity (%)
                        Duration
91 5/32..............   Yield to Maturity (%)
                        Duration
91 21/32.............   Yield to Maturity (%)
                        Duration
92 5/32..............   Yield to Maturity (%)
                        Duration
92 21/32.............   Yield to Maturity (%)
                        Duration

- ----------

*    See "Special Yield  Considerations"  for a discussion of other  assumptions
     used in preparing the Tables.

**   Principal  balance remaining (before any accrued and unpaid interest) after
     assets of the Trust Fund are exhausted.

***  Indicates a yield of (25.00)% or less and  therefore  that  investors  will
     suffer a loss of a substantial portion of their initial investment.


<TABLE>
<CAPTION>

                                     Table 9

   Weighted Average Life, First Principal Payment Date, Last Principal Payment
  Date, Yield and Duration of Class D Certificates at Various Assumed Prices,
Percentages of CPR, and Mortgage Loan Default Rates and Assuming LIBOR Increases
                       2% and 3-Year Balloon Extensions*

                                  10% Annual Default Rate                          20% Annual Default Rate
                                  -----------------------                          -----------------------
<S>                      <C>         <C>         <C>          <C>         <C>        <C>          <C>           <C>  
       Price (%)           0%        2%          4%           8%          0%         2%           4%             8%
- ----------------------   ------ ----------  ----------  -----------  ----------- ---------  -----------    ------------
Total Assumed Defaults
From Month 13
Through Month 72         36.8%       34.5%       32.4%        28.5%       61.1%      57.6%        54.3%         48.1%
                         10.82        8.90        8.28         7.57        8.14       7.29         6.33          5.33
                         10/94       10/94       10/94        10/94       10/94      10/94        10/94         10/94
                         07/08       09/05       11/03        05/03       07/03      05/03        04/02         09/00
87 5/32..............   10.122      10.367      10.470       10.615      10.331     10.577       10.916        11.354
                          6.40        5.72        5.48         5.17        5.84       5.25         4.62          4.00
87 21/32.............   10.034      10.267      10.366       10.505      10.234     10.469       10.793        11.212
                          6.42        5.74        5.49         5.18        5.85       5.26         4.63          4.00
88 5/32..............    9.946      10.169      10.264       10.396      10.137     10.362       10.671        11.071
                          6.44        5.75        5.51         5.19        5.87       5.28         4.64          4.01
88 21/32.............    9.859      10.072      10.162       10.288      10.042     10.256       10.550        10.931
                          6.45        5.77        5.52         5.20        5.88       5.29         4.64          4.02
89 5/32..............    9.772       9.975      10.061       10.181       9.947     10.150       10.430        10.792
                          6.47        5.78        5.53         5.21        5.89       5.30         4.65          4.02
89 21/32.............    9.686       9.879       9.960       10.075       9.852     10.045       10.311        10.654
                          6.49        5.79        5.54         5.22        5.90       5.31         4.66          4.03
90 5/32..............    9.601       9.784       9.861        9.969       9.759      9.941       10.192        10.517
                          6.51        5.81        5.55         5.23        5.91       5.32         4.67          4.04
90 21/32.............    9.517       9.689       9.762        9.864       9.666      9.838       10.075        10.381
                          6.52        5.82        5.56         5.24        5.92       5.33         4.68          4.04
91 5/32..............    9.433       9.595       9.664        9.760       9.574      9.736        9.958        10.246
                          6.54        5.83        5.58         5.25        5.93       5.34         4.69          4.05
91 21/32.............    9.350       9.502       9.567        9.657       9.483      9.634        9.842        10.112
                          6.56        5.84        5.59         5.26        5.95       5.35         4.70          4.06
92 5/32..............    9.268       9.410       9.470        9.554       9.392      9.533        9.727         9.979
                          6.57        5.86        5.60         5.27        5.96       5.36         4.70          4.06
92 21/32.............    9.186       9.318       9.374        9.452       9.302      9.433        9.613         9.847
                          6.59        5.87        5.61         5.28        5.97       5.37         4.71          4.07
</TABLE>

  Price (%)
  ---------
Total Assumed Defaults
From Month 13
Through Month 72
                       Weighted Average Life (year)
                       First Principal Payment Date
                       Last Principal Payment Date
87 5/32..............  Field to Maturity (%)
                       Duration
87 21/32.............  Field to Maturity (%)
                       Duration
88 5/32..............  Field to Maturity (%)
                       Duration
88 21/32.............  Field to Maturity (%)
                       Duration
89 5/32..............  Field to Maturity (%)
                       Duration
89 21/32.............  Field to Maturity (%)
                       Duration
90 5/32..............  Field to Maturity (%)
                       Duration
90 21/32.............  Field to Maturity (%)
                       Duration
91 5/32..............  Field to Maturity (%)
                       Duration
91 21/32.............  Field to Maturity (%)
                       Duration
92 5/32..............  Field to Maturity (%)
                       Duration
92 21/32.............  Field to Maturity (%)
                       Duration

<TABLE>
<CAPTION>

                                            30% Annual Default Rate                                  40% Annual Default Rate
                                --------------------------------------------                   -----------------------------------
<S>                      <C>            <C>            <C>             <C>              <C>         <C>          <C>          <C>  
       Price (%)           0%           2%            4%               8%               0%          2%           4%           8%
- ----------------------   ------ -------------  -------------    ------------  ---------------- ----------   ----------    --------
Total Assumed Defaults
From Month 13
Through Month 72         76.5%          72.4%          68.5%           61.3%            85.8%       81.6%        77.6%       70.1%
                          8.24           6.68           5.45            4.34              N/A        6.80         5.08        3.89
                         10/94          10/94          10/94           10/94            10/94       10/94        10/94       10/94
                         05/05          04/03          06/01           09/99    $47,136,496**       11/05        09/01       04/99
87 5/32..............   10.226         10.685         11.192          11.913            8.255      10.629       11.343      12.247
                          6.15           5.04           4.21            3.41             7.63        5.15         4.01        3.13
87 21/32.............   10.134         10.573         11.057          11.746            8.180      10.519       11.201      12.066
                          6.16           5.05           4.22            3.41             7.65        5.16         4.02        3.14
88 5/32..............   10.042         10.461         10.924          11.581            8.107      10.410       11.061      11.886
                          6.17           5.06           4.22            3.42             7.68        5.17         4.03        3.14
88 21/32.............    9.951         10.350         10.791          11.417            8.033      10.301       10.921      11.708
                          6.18           5.07           4.23            3.43             7.70        5.18         4.03        3.15
89 5/32..............    9.861         10.240         10.659          11.254            7.961      10.193       10.783      11.530
                          6.19           5.08           4.24            3.43             7.72        5.19         4.04        3.15
89 21/32.............    9.772         10.131         10.528          11.092            7.889      10.086       10.646      11.354
                          6.20           5.09           4.24            3.44             7.74        5.20         4.05        3.16
90 5/32..............    9.683         10.022         10.398          10.932            7.818       9.980       10.509      11.179
                          6.21           5.09           4.25            3.44             7.76        5.21         4.05        3.16
90 21/32.............    9.594          9.914         10.269          10.772            7.747       9.875       10.374      11.006
                          6.22           5.10           4.26            3.45             7.79        5.22         4.06        3.17
91 5/32..............    9.507          9.807         10.141          10.614            7.677       9.770       10.240      10.834
                          6.23           5.11           4.27            3.45             7.81        5.22         4.07        3.17
91 21/32.............    9.419          9.701         10.013          10.457            7.608       9.666       10.106      10.662
                          6.24           5.12           4.27            3.46             7.83        5.23         4.07        3.18
92 5/32..............    9.333          9.596          9.887          10.300            7.539       9.563        9.974      10.492
                          6.26           5.13           4.28            3.46             7.85        5.24         4.08        3.18
92 21/32.............    9.247          9.491          9.762          10.145            7.470       9.461        9.842      10.324
                          6.27           5.14           4.29            3.47             7.87        5.25         4.09        3.19
</TABLE>

       Price (%)
       ---------
Total Assumed Defaults
From Month 13
Through Month 72
                        Weighted Average Life (years)
                        First Principal Payment Date
                        Last Principal Payment Date
87 5/32..............   Yield to Maturity (%)
                        Duration
87 21/32.............   Yield to Maturity (%)
                        Duration
88 5/32..............   Yield to Maturity (%)
                        Duration
88 21/32.............   Yield to Maturity (%)
                        Duration
89 5/32..............   Yield to Maturity (%)
                        Duration
89 21/32.............   Yield to Maturity (%)
                        Duration
90 5/32..............   Yield to Maturity (%)
                        Duration
90 21/32.............   Yield to Maturity (%)
                        Duration
91 5/32..............   Yield to Maturity (%)
                        Duration
91 21/32.............   Yield to Maturity (%)
                        Duration
92 5/32..............   Yield to Maturity (%)
                        Duration
92 21/32.............   Yield to Maturity (%)
                        Duration
- ----------

*    See "Special Yield  Considerations"  for a discussion of other  assumptions
     used in preparing the Tables.

**   Principal  balance remaining (before any accrued and unpaid interest) after
     assets of the Trust Fund are exhausted.

***  Indicates a yield of (25.00)% or less and  therefore  that  investors  will
     suffer a loss of a substantial portion of their initial investment.


<TABLE>
<CAPTION>



                                    Table 10

   Weighted Average Life, First Principal Payment Date, Last Principal Payment
  Date, Yield and Duration of Class D Certificates at Various Assumed Prices,
Percentages of CPR, and Mortgage Loan Default Rates and Assuming LIBOR Increases
                       3% and 3-Year Balloon Extensions*

                                            10% Annual Default Rate                                    20% Annual Default Rate
                                ----------------------------------------------                  -----------------------------------
<S>                      <C>              <C>              <C>            <C>          <C>          <C>         <C>           <C>  
       Price (%)           0%          2%                4%               8%              0%            2%         4%          8%
- ----------------------   ------ ---------------  ---------------  -------------   ----------    ---------    --------      --------
Total Assumed Defaults
From Month 13
Through Month 72         36.8%            34.5%            32.4%          28.5%        61.1%        57.6%       54.3%         48.1%
                         11.90             9.55             8.71           7.91         8.39         7.54        6.55          5.49
                         10/94            10/94            10/94          10/94        10/94        10/94       10/94         10/94
                         03/09            02/06            12/03          05/03        08/03        05/03       06/02         09/00
87 5/32..............    9.975           10.234           10.362         10.516       10.244       10.484      10.816        11.262
                          6.93             6.10             5.76           5.40         6.10         5.48        4.80          4.12
87 21/32.............    9.893           10.141           10.263         10.410       10.151       10.380      10.698        11.124
                          6.95             6.11             5.77           5.41         6.11         5.49        4.81          4.13
88 5/32..............    9.812           10.049           10.166         10.306       10.059       10.277      10.581        10.987
                          6.97             6.13             5.78           5.42         6.12         5.50        4.82          4.13
88 21/32.............    9.731            9.958           10.069         10.202        9.967       10.175      10.464        10.851
                          6.99             6.14             5.80           5.43         6.13         5.51        4.82          4.14
89 5/32..............    9.652            9.867            9.972         10.100        9.876       10.074      10.348        10.717
                          7.00             6.15             5.81           5.44         6.14         5.51        4.83          4.15
89 21/32.............    9.572            9.777            9.877          9.998        9.786        9.973      10.234        10.583
                          7.02             6.17             5.82           5.45         6.15         5.52        4.84          4.15
90 5/32..............    9.494            9.687            9.782          9.896        9.696        9.873      10.120        10.450
                          7.04             6.18             5.83           5.46         6.16         5.53        4.85          4.16
90 21/32.............    9.416            9.598            9.688          9.796        9.607        9.774      10.006        10.318
                          7.05             6.19             5.84           5.47         6.17         5.54        4.86          4.17
91 5/32..............    9.338            9.510            9.594          9.696        9.518        9.675       9.894        10.187
                          7.07             6.20             5.85           5.48         6.18         5.55        4.86          4.17
91 21/32.............    9.262            9.423            9.502          9.597        9.431        9.578       9.782        10.057
                          7.09             6.22             5.86           5.49         6.19         5.56        4.87          4.18
92 5/32..............    9.185            9.336            9.410          9.498        9.343        9.481       9.671         9.928
                          7.10             6.23             5.87           5.49         6.20         5.57        4.88          4.19
92 21/32.............    9.110            9.250            9.318          9.400        9.257        9.384       9.561         9.799
                          7.12             6.24             5.88           5.50         6.21         5.58        4.89          4.19
</TABLE>

       Price (%)
       ---------
Total Assumed Defaults
From Month 13
Through Month 72
                        Weighted Average Life (years)
                        Principal Payment Date
                        Principal Payment Date
87 5/32..............   Yield to Maturity (%)
                        Duration
87 21/32.............   Yield to Maturity (%)
                        Duration
88 5/32..............   Yield to Maturity (%)
                        Duration
88 21/32.............   Yield to Maturity (%)
                        Duration
89 5/32..............   Yield to Maturity (%)
                        Duration
89 21/32.............   Yield to Maturity (%)
                        Duration
90 5/32..............   Yield to Maturity (%)
                        Duration
90 21/32.............   Yield to Maturity (%)
                        Duration
91 5/32..............   Yield to Maturity (%)
                        Duration
91 21/32.............   Yield to Maturity (%)
                        Duration
92 5/32..............   Yield to Maturity (%)
                        Duration
92 21/32.............   Yield to Maturity (%)
                        Duration

<TABLE>

                                            30% Annual Default Rate                                   40% Annual Default Rate
                                ----------------------------------------------                   ---------------------------------
<S>                      <C>             <C>             <C>             <C>      <C>                <C>         <C>         <C>  
       Price (%)           0%          2%              4%               8%              0%           2%          4%        8%
- ----------------------   ------ --------------  --------------  --------------  ---------------- --------- -----------  ----------
Total Assumed Defaults
From Month 13
Through Month 72         76.5%           72.4%           68.5%           61.3%            85.8%      81.6%       77.6%       70.1%
                          8.54            6.90            5.61            4.44              N/A       7.15        5.23        3.97
                         10/94           10/94           10/94           10/94            10/94      10/94       10/94       10/94
                         11/05           05/03           07/01           09/99    $52,756,869**      01/07       12/01       04/99
87 5/32..............   10.140          10.593          11.098          11.821            7.839     10.519      11.244      12.157
                          6.42            5.24            4.35            3.50             7.95       5.39        4.15        3.21
87 21/32.............   10.052          10.485          10.967          11.659            7.768     10.414      11.107      11.980
                          6.43            5.25            4.36            3.50             7.97       5.40        4.15        3.21
88 5/32..............    9.964          10.377          10.838          11.498            7.697     10.310      10.971      11.804
                          6.45            5.26            4.36            3.51             7.99       5.41        4.16        3.22
88 21/32.............    9.877          10.270          10.709          11.338            7.627     10.206      10.836      11.630
                          6.46            5.26            4.37            3.51             8.01       5.42        4.17        3.22
89 5/32..............    9.790          10.164          10.581          11.179            7.557     10.103      10.702      11.457
                          6.47            5.27            4.38            3.52             8.03       5.43        4.17        3.23
89 21/32.............    9.705          10.059          10.455          11.021            7.488     10.001      10.569      11.285
                          6.48            5.28            4.38            3.52             8.05       5.44        4.18        3.23
90 5/32..............    9.619           9.955          10.329          10.865            7.420      9.899      10.437      11.114
                          6.49            5.29            4.39            3.53             8.07       5.45        4.19        3.23
90 21/32.............    9.535           9.851          10.204          10.709            7.352      9.798      10.306      10.944
                          6.50            5.30            4.40            3.53             8.09       5.46        4.19        3.24
91 5/32..............    9.451           9.748          10.080          10.555            7.284      9.698      10.175      10.776
                          6.51            5.31            4.40            3.54             8.11       5.47        4.20        3.24
91 21/32.............    9.367           9.646           9.956          10.401            7.217      9.599      10.046      10.608
                          6.52            5.32            4.41            3.55             8.13       5.48        4.20        3.25
92 5/32..............    9.284           9.544           9.834          10.249            7.151      9.501       9.918      10.442
                          6.53            5.32            4.42            3.55             8.16       5.49        4.21        3.25
92 21/32.............    9.202           9.443           9.712          10.098            7.085      9.403       9.790      10.277
                          6.54            5.33            4.42            3.56             8.18       5.50        4.22        3.26
</TABLE>

       Price (%)
       ---------
Total Assumed Defaults
From Month 13
Through Month 72
                        Weighted Average Life (years)
                        First Principal Payment Date
                        Last Principal Payment Date
87 5/32..............   Yield to Maturity (%)
                        Duration
87 21/32.............   Yield to Maturity (%)
                        Duration
88 5/32..............   Yield to Maturity (%)
                        Duration
88 21/32.............   Yield to Maturity (%)
                        Duration
89 5/32..............   Yield to Maturity (%)
                        Duration
89 21/32.............   Yield to Maturity (%)
                        Duration
90 5/32..............   Yield to Maturity (%)
                        Duration
90 21/32.............   Yield to Maturity (%)
                        Duration
91 5/32..............   Yield to Maturity (%)
                        Duration
91 21/32.............   Yield to Maturity (%)
                        Duration
92 5/32..............   Yield to Maturity (%)
                        Duration
92 21/32.............   Yield to Maturity (%)
                        Duration
- ----------

*    See "Special Yield  Considerations"  for a discussion of other  assumptions
     used in preparing the Tables.

**   Principal  balance remaining (before any accrued and unpaid interest) after
     assets of the Trust Fund are exhausted.

***  Indicates a yield of (25.00)% or less and  therefore  that  investors  will
     suffer a loss of a substantial portion of their initial investment.


<TABLE>
<CAPTION>



                                    Table 11

   Weighted Average Life, First Principal Payment Date, Last Principal Payment
  Date, Yield and Duration of Class E Certificates at Various Assumed Prices,
Percentages of CPR, and Mortgage Loan Default Rates and Assuming Unchanged LIBOR
                               and No Extensions*

                                    10% Annual Default Rate               20% Annual Default Rate
                                    -----------------------               -----------------------
<S>                        <C>      <C>       <C>       <C>       <C>       <C>       <C>       <C>                          
       Price (%)               0%    2%        4%        8%        0%        2%       4%         8%
- ----------------------   -------   ------   -------   -------   -------   -------  --------   -------
Total Assumed Defaults
From Month 13
Through Month 72           32.6%    30.6%     28.8%     25.4%     54.7%     51.7%     48.8%     43.4%
                            9.78     9.06      8.15      6.64      8.12      6.73      5.81      5.20  Weighted Average Life
                                                                                                       (years)
                           10/94    10/94     10/94     10/94     10/94     10/94     10/94     10/94  First Principal Payment
                                                                                                       Date
                           12/09    05/08     04/07     11/04     05/10     03/07     03/04     01/02  Last Principal Payment
                                                                                                       Date
72 16/32.............     13.955   14.105    14.421    15.209    14.457    15.246    15.898    16.452  Yield to Maturity (%)
                            4.78     4.71      4.53      4.09      4.47      4.03      3.75      3.53  Duration
73...................     13.813   13.961    14.271    15.042    14.305    15.077    15.717    16.259  Yield to Maturity (%)
                            4.81     4.74      4.55      4.10      4.49      4.05      3.76      3.54  Duration
73 16/32.............     13.672   13.818    14.122    14.878    14.155    14.911    15.537    16.068  Yield to Maturity (%)
                            4.84     4.76      4.57      4.12      4.52      4.07      3.77      3.55  Duration
74...................     13.534   13.678    13.976    14.715    14.006    14.746    15.359    15.879  Yield to Maturity (%)
                            4.87     4.79      4.59      4.14      4.54      4.09      3.79      3.56  Duration
74 16/32.............     13.397   13.538    13.830    14.554    13.860    14.583    15.183    15.692  Yield to Maturity (%)
                            4.89     4.81      4.61      4.15      4.56      4.10      3.80      3.57  Duration
75...................     13.262   13.401    13.687    14.394    13.714    14.421    15.009    15.506  Yield to Maturity (%)
                            4.92     4.84      4.63      4.17      4.58      4.12      3.81      3.58  Duration
75 16/32.............     13.128   13.265    13.545    14.236    13.571    14.262    14.836    15.323  Yield to Maturity (%)
                            4.95     4.86      4.65      4.18      4.60      4.14      3.83      3.59  Duration
76...................     12.996   13.131    13.405    14.080    13.429    14.104    14.666    15.141  Yield to Maturity (%)
                            4.97     4.88      4.67      4.20      4.62      4.15      3.84      3.60  Duration
76 16/32.............     12.866   12.998    13.266    13.925    13.289    13.947    14.496    14.960  Yield to Maturity (%)
                            5.00     4.91      4.69      4.21      4.64      4.17      3.85      3.62  Duration
77...................     12.737   12.866    13.128    13.772    13.150    13.792    14.329    14.782  Yield to Maturity (%)
                            5.03     4.93      4.71      4.23      4.67      4.18      3.86      3.63  Duration
77 16/32.............     12.609   12.737    12.992    13.621    13.012    13.639    14.163    14.605  Yield to Maturity (%)
                            5.05     4.95      4.73      4.24      4.69      4.20      3.88      3.64  Duration
78...................     12.483   12.608    12.858    13.470    12.877    13.488    13.999    14.430  Yield to Maturity (%)
                            5.08     4.98      4.75      4.26      4.71      4.22      3.89      3.65  Duration
</TABLE>

<TABLE>

                    30% Annual Default Rate                        40% Annual Default Rate
               -------------------------------            --------------------------------------------
<S>          <C>              <C>      <C>      <C>    <C>             <C>            <C>              <C>                   
Price (%)           0%          2%      4%       8%           0%              2%             4%           8%
- ---------      -----------   ------  ------- --------  --------------  --------------  ------------   --------
Total 
Assumed 
Defaults
From 
Month 13 
Through 
Month 72             69.3%    65.7%    62.3%    55.9%           78.5%          74.8%          71.2%    64.5%
                        NA     9.02     5.98     4.54              NA             NA             NA     5.13  Weighted Average
                                                                                                              Life (years)
                     10/94    10/94    10/94    10/94           10/94          10/94          10/94    10/94  First Principal 
                                                                                                              Payment Date
             $79,437,339**    11/16    08/06    07/00  $109,988,323**  $99,080,301**  $70,990,647**    04/10  Last Principal 
                                                                                                              Payment Date
72 16/32...         11.586   14.048   15.621   17.343           3.850          6.769         10.063   16.749  Yield to Maturity (%)
                      5.69     4.74     3.87     3.20            7.09           5.35           4.36     3.36  Duration
73.........         11.467   13.905   15.445   17.130           3.755          6.642          9.907   16.547  Yield to Maturity (%)
                      5.72     4.76     3.89     3.21            7.14           5.38           4.38     3.37  Duration
73 16/32...         11.349   13.763   15.271   16.920           3.660          6.517          9.753   16.346  Yield to Maturity (%)
                      5.75     4.79     3.90     3.22            7.18           5.41           4.41     3.39  Duration
74.........         11.232   13.623   15.099   16.711           3.567          6.393          9.600   16.148  Yield to Maturity (%)
                      5.79     4.81     3.92     3.23            7.22           5.44           4.43     3.40  Duration
74 16/32...         11.117   13.485   14.929   16.505           3.474          6.271          9.450   15.952  Yield to Maturity (%)
                      5.82     4.84     3.93     3.24            7.26           5.48           4.45     3.41  Duration
75.........         11.004   13.348   14.761   16.300           3.383          6.150          9.302   15.758  Yield to Maturity (%)
                      5.85     4.86     3.94     3.25            7.31           5.51           4.48     3.42  Duration
75 16/32...         10.891   13.213   14.594   16.098           3.293          6.030          9.155   15.566  Yield to Maturity (%)
                      5.89     4.89     3.96     3.26            7.35           5.54           4.50     3.43  Duration
76.........         10.780   13.079   14.429   15.897           3.204          5.913          9.009   15.375  Yield to Maturity (%)
                      5.92     4.91     3.97     3.27            7.39           5.57           4.52     3.45  Duration
76 16/32...         10.671   12.947   14.265   15.698           3.117          5.796          8.866   15.187  Yield to Maturity (%)
                      5.95     4.94     3.99     3.27            7.43           5.60           4.54     3.46  Duration
77.........         10.563   12.816   14.103   15.501           3.030          5.681          8.724   15.000  Yield to Maturity (%)
                      5.99     4.96     4.00     3.28            7.47           5.63           4.57     3.47  Duration
77 16/32...         10.456   12.687   13.943   15.305           2.944          5.568          8.584   14.816  Yield to Maturity (%)
                      6.02     4.98     4.01     3.29            7.51           5.67           4.59     3.48  Duration
78.........         10.350   12.559   13.784   15.112           2.860          5.455          8.445   14.633  Yield to Maturity (%)
                      6.05     5.01     4.03     3.30            7.55           5.70           4.61     3.49  Duration
<FN>

- ---------- 

*    See "Special Yield  Considerations"  for a discussion of other  assumptions
     used in preparing the Tables.

**   Principal  balance remaining (before any accrued and unpaid interest) after
     assets of the Trust Fund are exhausted.

***  Indicates a yield of (25.00)% or less and  therefore  that  investors  will
     suffer a loss of a substantial portion of their initial investment.
</FN>
</TABLE>


<TABLE>
<CAPTION>

                                    Table 12

   Weighted Average Life, First Principal Payment Date, Last Principal Payment
   Date, Yield and Duration of Class E Certificates at Various Assumed Prices,
Percentages of CPR, and Mortgage Loan Default Rates and Assuming LIBOR Decreases
                             1% and No Extensions*

                            10% Annual Default Rate                 20% Annual Default Rate
                         ----------------------------            ----------------------------
<S>                         <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>  
       Price (%)             0%       2%        4%        8%        0%         2%        4%         8%
- ----------------------   --------  --------  --------  --------  --------  --------  --------    ------

Total Assumed Defaults
From Month 13
Through Month 72            32.6%     30.6%     28.8%     25.4%     54.7%     51.7%     48.8%     43.4%
                             8.31      7.88      7.19      6.05      7.20      5.99      5.32      4.91  Weighted Average Life
                                                                                                         (years)
                            10/94     10/94     10/94     10/94     10/94     10/94     10/94     10/94  First Principal Payment
                                                                                                         Date
                            06/08     06/07     04/06     01/04     07/08     09/05     03/03     06/01  Last Principal Payment
                                                                                                         Date
72 16/32.............      14.745    14.823    15.103    15.805    15.125    15.940    16.509    16.925  Yield to Maturity (%)
                             4.18      4.18      4.06      3.75      4.02      3.67      3.46      3.32  Duration
73...................      14.582    14.660    14.935    15.623    14.956    15.755    16.313    16.720  Yield to Maturity (%)
                             4.21      4.20      4.08      3.76      4.04      3.68      3.47      3.33  Duration
73 16/32.............      14.422    14.500    14.770    15.444    14.789    15.571    16.118    16.517  Yield to Maturity (%)
                             4.23      4.22      4.10      3.78      4.06      3.70      3.48      3.34  Duration
74...................      14.263    14.341    14.606    15.266    14.624    15.390    15.925    16.316  Yield to Maturity (%)
                             4.26      4.25      4.12      3.80      4.09      3.71      3.50      3.35  Duration
74 16/32.............      14.107    14.184    14.444    15.091    14.461    15.210    15.735    16.117  Yield to Maturity (%)
                             4.28      4.27      4.14      3.81      4.11      3.73      3.51      3.37  Duration
75...................      13.952    14.029    14.284    14.917    14.300    15.033    15.546    15.920  Yield to Maturity (%)
                             4.31      4.29      4.16      3.83      4.13      3.75      3.52      3.38  Duration
75 16/32.............      13.800    13.876    14.126    14.745    14.140    14.857    15.359    15.726  Yield to Maturity (%)
                             4.33      4.31      4.18      3.84      4.15      3.76      3.54      3.39  Duration
76...................      13.649    13.725    13.970    14.575    13.983    14.684    15.174    15.533  Yield to Maturity (%)
                             4.36      4.34      4.20      3.86      4.17      3.78      3.55      3.40  Duration
76 16/32.............       13.50    13.575    13.815    14.407    13.827    14.512    14.991    15.342  Yield to Maturity (%)
                             4.38      4.36      4.22      3.87      4.19      3.79      3.56      3.41  Duration
77...................      13.353    13.427    13.662    14.240    13.673    14.342    14.810    15.152  Yield to Maturity (%)
                             4.40      4.38      4.24      3.89      4.21      3.81      3.57      3.42  Duration
77 16/32.............      13.207    13.281    13.511    14.075    13.521    14.173    14.631    14.965  Yield to Maturity (%)
                             4.43      4.40      4.25      3.90      4.23      3.82      3.59      3.43  Duration
78...................      13.064    13.136    13.361    13.912    13.370    14.007    14.453    14.779  Yield to Maturity (%)
                             4.45      4.43      4.27      3.91      4.25      3.84      3.60      3.44  Duration

</TABLE>

<TABLE>

                 30% Annual Default Rate                         40% Annual Default Rate
            -------------------------------           -------------------------------------------
<S>        <C>              <C>      <C>      <C>    <C>            <C>            <C>               <C>                   
Price (%)          0%         2%       4%       8%           0%             2%            4%           8%
- ---------   -------------  -------  -------  -------  -------------- -------------   ------------   ------
Total   
Assumed 
Defaults
From
Month 13
Through 
Month 72           69.3%    65.7%    62.3%    55.9%          78.5%          74.8%          71.2%     64.5%
                     N/A     7.42     5.41     4.35            N/A            N/A            N/A      4.50  Weighted Average
                                                                                                             Life (years)
                   10/94    10/94    10/94    10/94          10/94          10/94          10/94     10/94  First Principal 
                                                                                                            Payment Date
           $47,319,075**    06/11    10/04    06/00  $105,617,479** $91,030,523**  $63,207,418**     09/04  Last Principal 
                                                                                                            Payment Date
72 16/32..        12.658   14.797   16.268   17.764          4.759          7.834         11.232    17.511  Yield to Maturity (%)
                    5.20     4.23     3.56     3.04           6.44           4.92           4.08      3.11  Duration
73........        12.527   14.637   16.077   17.541          4.653          7.696         11.065    17.292  Yield to Maturity (%)
                    5.24     4.25     3.58     3.05           6.48           4.95           4.10      3.12  Duration
73 16/32..        12.398   14.478   15.888   17.320          4.549          7.560         10.900    17.076  Yield to Maturity (%)
                    5.27     4.28     3.59     3.06           6.53           4.99           4.12      3.13  Duration
74........        12.271   14.321   15.701   17.100          4.447          7.425         10.738    16.861  Yield to Maturity (%)
                    5.31     4.30     3.60     3.07           6.57           5.02           4.14      3.14  Duration
74 16/32..        12.146   14.166   15.516   16.884          4.345          7.293         10.577    16.649  Yield to Maturity (%)
                    5.34     4.32     3.61     3.08           6.61           5.05           4.17      3.15  Duration
75........        12.022   14.013   15.333   16.669          4.245          7.162         10.418    16.439  Yield to Maturity (%)
                    5.37     4.34     3.63     3.09           6.65           5.08           4.19      3.16  Duration
75 16/32..        11.899   13.861   15.152   16.456          4.147          7.032         10.261    16.231  Yield to Maturity (%)
                    5.41     4.36     3.64     3.10           6.70           5.11           4.21      3.17  Duration
76........        11.779   13.711   14.972   16.245          4.049          6.905         10.106    16.025  Yield to Maturity (%)
                    5.44     4.38     3.65     3.11           6.74           5.14           4.23      3.18  Duration
76 16/32..        11.659   13.563   14.795   16.037          3.953          6.779          9.953    15.821  Yield to Maturity (%)
                    5.47     4.40     3.67     3.12           6.78           5.17           4.26      3.19  Duration
77........        11.542   13.417   14.619   15.830          3.858          6.654          9.801    15.619  Yield to Maturity (%)
                    5.50     4.42     3.68     3.13           6.82           5.20           4.28      3.20  Duration
77 16/32..        11.425   13.272   14.444   15.625          3.764          6.531          9.652    15.419  Yield to Maturity (%)
                    5.54     4.44     3.69     3.14           6.86           5.24           4.30      3.21  Duration
78........        11.310   13.128   14.272   15.422          3.671          6.410          9.504    15.220  Yield to Maturity (%)
                    5.57     4.46     3.70     3.15           6.90           5.27           4.32      3.22  Duration
<FN>

- ----------

*    See "Special Yield  Considerations"  for a discussion of other  assumptions
     used in preparing the Tables.

**   Principal  balance remaining (before any accrued and unpaid interest) after
     assets of the Trust Fund are exhausted.

***  Indicates a yield of (25.00)% or less and  therefore  that  investors  will
     suffer a loss of a substantial portion of their initial investment.
</FN>
</TABLE>


<TABLE>
<CAPTION>




                                    Table 13

   Weighted Average Life, First Principal Payment Date, Last Principal Payment
  Date, Yield and Duration of Class E Certificates at Various Assumed Prices,
Percentages of CPR, and Mortgage Loan Default Rates and Assuming LIBOR Increases
                             1% and No Extensions*

                          10% Annual Default Rate             20% Annual Default Rate
                         -------------------------           -------------------------
<S>                        <C>      <C>       <C>      <C>      <C>      <C>      <C>      <C>                        
       Price (%)            0%       2%       4%       8%       0%       2%       4%       8%
- ----------------------   -------  -------  -------  -------  -------  -------  -------  -------
Total Assumed Defaults
From Month 13
Through Month 72           32.6%    30.6%    28.8%    25.4%    54.7%    51.7%    48.8%    43.4%
                           11.53    10.43     9.26     7.33     9.11     7.55     6.41     5.54  Weighted Average Life(years)
                           10/94    10/94    10/94    10/94    10/94    10/94    10/94    10/94  First Principal Payment Date
                           05/11    09/09    03/08    10/05    08/11    08/08    06/05    10/02  Last Principal Payment Date
72 16/32.............     13.263   13.468   13.803   14.644   13.871   14.622   15.296   15.979  Yield to Maturity (%)
                            5.47     5.32     5.05     4.47     4.96     4.44     4.08     3.76  Duration
73...................     13.139   13.340   13.669   14.492   13.734   14.469   15.129   15.798  Yield to Maturity (%)
                            5.50     5.35     5.08     4.48     4.98     4.45     4.09     3.77  Duration
73 16/32.............     13.017   13.214   13.535   14.341   13.598   14.317   14.964   15.619  Yield to Maturity (%)
                            5.53     5.37     5.10     4.50     5.01     4.47     4.10     3.78  Duration
74...................     12.895   13.089   13.404   14.192   13.464   14.167   14.800   15.441  Yield to Maturity (%)
                            5.56     5.40     5.12     4.51     5.03     4.49     4.12     3.79  Duration
74 16/32.............     12.776   12.966   13.274   14.044   13.332   14.019   14.638   15.266  Yield to Maturity (%)
                            5.59     5.42     5.14     4.53     5.05     4.51     4.13     3.80  Duration
75...................     12.657   12.844   13.145   13.898   13.201   13.872   14.478   15.091  Yield to Maturity (%)
                            5.62     5.45     5.16     4.55     5.07     4.52     4.14     3.81  Duration
75 16/32.............     12.540   12.723   13.018   13.753   13.071   13.726   14.319   14.919  Yield to Maturity (%)
                            5.65     5.47     5.18     4.56     5.10     4.54     4.16     3.82  Duration
76...................     12.425   12.604   12.892   13.610   12.943   13.583   14.162   14.748  Yield to Maturity (%)
                            5.68     5.50     5.21     4.58     5.12     4.56     4.17     3.83  Duration
76 16/32.............     12.310   12.486   12.767   13.468   12.816   13.440   14.006   14.578  Yield to Maturity (%)
                            5.70     5.52     5.23     4.59     5.14     4.58     4.18     3.84  Duration
77...................     12.197   12.369   12.643   13.327   12.691   13.299   13.852   14.410  Yield to Maturity (%)
                            5.73     5.55     5.25     4.61     5.16     4.59     4.20     3.85  Duration
77 16/32.............     12.086   12.253   12.521   13.188   12.567   13.160   13.699   14.244  Yield to Maturity (%)
                            5.76     5.57     5.27     4.62     5.18     4.61     4.21     3.87  Duration
78...................     11.975   12.139   12.400   13.051   12.444   13.022   13.548   14.079  Yield to Maturity (%)
                            5.79     5.59     5.29     4.64     5.20     4.63     4.22     3.88  Duration
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                    
                              30% Annual Default Rate
                              -----------------------
       Price (%)               0%              2%             4%            8%
- ----------------------   --------------  --------------  ------------  ------------
<S>                      <C>              <C>                 <C>           <C>  
Total Assumed Defaults
From Month 13
Through Month 72                  69.3%           65.7%         62.3%         55.9%
                                    N/A             N/A          6.75          4.74
                                  10/94           10/94         10/94         10/94
                         $101,273,910**   $32,059,355**         10/08         11/00
72 16/32.............            10.583          13.044        14.971        16.942
                                   6.21            5.17          4.24          3.36
73...................            10.473          12.913        14.810        16.740
                                   6.24            5.19          4.25          3.37
73 16/32.............            10.365          12.782        14.651        16.539
                                   6.27            5.22          4.27          3.38
74...................            10.258          12.654        14.494        16.341
                                   6.31            5.24          4.28          3.39
74 16/32.............            10.153          12.527        14.339        16.144
                                   6.34            5.27          4.30          3.40
75...................            10.048          12.401        14.185        15.949
                                   6.37            5.30          4.32          3.41
75 16/32.............             9.945          12.277        14.032        15.756
                                   6.41            5.32          4.33          3.42
76...................             9.843          12.154        13.881        15.565
                                   6.44            5.35          4.35          3.43
76 16/32.............             9.742          12.033        13.732        15.375
                                   6.47            5.37          4.36          3.43
77...................             9.643          11.913        13.584        15.187
                                   6.51            5.40          4.38          3.44
77 16/32.............             9.544          11.794        13.437        15.001
                                   6.54            5.42          4.39          3.45
78...................             9.447          11.677        13.292        14.816
                                   6.57            5.45          4.41          3.46
</TABLE>
                                                                          
<PAGE>

<TABLE>
<CAPTION>
                                               40% Annual Default Rate
                                               -----------------------
       Price (%)               0%              2%              4%              8%
- ----------------------   --------------  --------------  --------------  --------------
<S>                           <C>             <C>             <C>             <C>
Total Assumed Defaults
From Month 13
Through Month 72                  78.5%           74.8%           71.2%           64.5%
                                    N/A             N/A             N/A             N/A  Weighted Average Life (years)
                                  10/94           10/94           10/94           10/94  First Principal Payment Date
                         $114,359,168**  $107,109,798**   $78,758,124**   $15,055,771**  Last Principal Payment Date
72 16/32.............             3.005           5.767           8.947          15.647  Yield to Maturity (%)
                                   7.79            5.81            4.67            3.57  Duration
73...................             2.918           5.650           8.802          15.456  Yield to Maturity (%)
                                   7.83            5.84            4.69            3.59  Duration
73 16/32.............             2.832           5.535           8.658          15.268  Yield to Maturity (%)
                                   7.88            5.87            4.71            3.60  Duration
74...................             2.746           5.420           8.515          15.081  Yield to Maturity (%)
                                   7.92            5.90            4.74            3.61  Duration
74 16/32.............             2.662           5.308           8.375          14.897  Yield to Maturity (%)
                                   7.96            5.94            4.76            3.63  Duration
75...................             2.579           5.196           8.236          14.714  Yield to Maturity (%)
                                   8.00            5.97            4.79            3.64  Duration
75 16/32.............             2.497           5.086           8.099          14.534  Yield to Maturity (%)
                                   8.04            6.00            4.81            3.65  Duration
76...................             2.416           4.977           7.963          14.355  Yield to Maturity (%)
                                   8.08            6.03            4.83            3.67  Duration
76 16/32.............             2.336           4.870           7.828          14.178  Yield to Maturity (%)
                                   8.12            6.07            4.86            3.68  Duration
77...................             2.256           4.764           7.696          14.002  Yield to Maturity (%)
                                   8.16            6.10            4.88            3.69  Duration
77 16/32.............             2.178           4.658           7.564          13.829  Yield to Maturity (%)
                                   8.20            6.13            4.90            3.71  Duration
78...................             2.100           4.555           7.435          13.657  Yield to Maturity (%)
                                   8.24            6.16            4.93            3.72  Duration
<FN>
- ----------
*   See "Special Yield  Considerations"  for a discussion of other  assumptions
    used in preparing the Tables.
**  Principal  balance remaining (before any accrued and unpaid interest) after
    assets of the Trust Fund are exhausted.
*** Indicates a yield of (25.00)% or less and  therefore  that  investors  will
    suffer a loss of a substantial portion of their initial investment.
</FN>
</TABLE>

<PAGE>

                                    Table 14

Weighted  Average Life,  First Principal  Payment Date,  Last Principal  Payment
Date,  Yield and Duration of Class E  Certificates  at Various  Assumed  Prices,
Percentages of CPR, and Mortgage Loan Default Rates and Assuming LIBOR Increases
2% and No Extensions*

                             10% Annual Default Rate
                             -----------------------
       Price (%)              0%            2%            4%            8%      
- ----------------------   ------------  ------------  ------------  ------------
Total Assumed Defaults
From Month 13
Through Month 72                32.6%         30.6%         28.8%         25.4%
                                13.67         12.13         10.57          8.15
                                10/94         10/94         10/94         10/94
                                01/13         05/11         08/09         12/06
72 16/32.............          12.652        12.889        13.242        14.105
                                 6.27          6.02          5.65          4.89
73...................          12.544        12.776        13.122        13.966
                                 6.30          6.04          5.67          4.91
73 16/32.............          12.437        12.664        13.003        13.828
                                 6.33          6.07          5.69          4.93
74...................          12.331        12.554        12.885        13.692
                                 6.36          6.10          5.72          4.94
74 16/32.............          12.226        12.444        12.768        13.557
                                 6.39          6.12          5.74          4.96
75...................          12.123        12.336        12.653        13.423
                                 6.42          6.15          5.76          4.97
75 16/32.............          12.020        12.229        12.539        13.291
                                 6.45          6.17          5.78          4.99
76...................          11.919        12.124        12.426        13.160
                                 6.48          6.20          5.80          5.01
76 16/32.............          11.819        12.019        12.314        13.030
                                 6.51          6.22          5.82          5.02
77...................          11.720        11.915        12.203        12.902
                                 6.54          6.25          5.85          5.04
77 16/32.............          11.622        11.813        12.093        12.775
                                 6.57          6.27          5.87          5.05
78...................          11.525        11.711        11.985        12.649
                                 6.60          6.30          5.89          5.07

<PAGE>

<TABLE>
<CAPTION>
                                               20% Annual Default Rate
                                               -----------------------
       Price (%)              0%            2%            4%            8%                               
- ----------------------   ------------  ------------  ------------  ------------                               
<S>                          <C>           <C>           <C>           <C>
Total Assumed Defaults                                                                                         
From Month 13                                                                                                  
Through Month 72                54.7%         51.7%         48.8%         43.4%                         
                                10.20          8.42          7.18          5.95  Weighted Average Life (years)                
                                10/94         10/94         10/94         10/94  First Principal Payment Date                   
                                08/12         02/10         02/07         08/03  Last Principal Payment Date                   
72 16/32.............          13.352        14.076        14.702        15.505  Yield to Maturity (%)  
                                 5.49          4.86          4.45          4.02  Duration               
73...................          13.229        13.936        14.549        15.336  Yield to Maturity (%)  
                                 5.52          4.88          4.47          4.03  Duration               
73 16/32.............          13.106        13.798        14.398        15.168  Yield to Maturity (%)  
                                 5.54          4.90          4.48          4.04  Duration               
74...................          12.985        13.661        14.248        15.002  Yield to Maturity (%)  
                                 5.56          4.92          4.50          4.05  Duration               
74 16/32.............          12.865        13.525        14.100        14.837  Yield to Maturity (%)  
                                 5.58          4.94          4.51          4.06  Duration               
75...................          12.747        13.391        13.953        14.674  Yield to Maturity (%)  
                                 5.61          4.96          4.53          4.07  Duration               
75 16/32.............          12.629        13.259        13.807        14.512  Yield to Maturity (%)  
                                 5.63          4.97          4.54          4.08  Duration               
76...................          12.513        13.127        13.663        14.352  Yield to Maturity (%)  
                                 5.65          4.99          4.55          4.09  Duration               
76 16/32.............          12.398        12.997        13.521        14.193  Yield to Maturity (%)  
                                 5.68          5.01          4.57          4.10  Duration               
77...................          12.285        12.869        13.380        14.036  Yield to Maturity (%)  
                                 5.70          5.03          4.58          4.11  Duration               
77 16/32.............          12.172        12.741        13.240        13.880  Yield to Maturity (%)  
                                 5.72          5.05          4.59          4.12  Duration               
78...................          12.061        12.615        13.101        13.726  Yield to Maturity (%)  
                                 5.74          5.06          4.61          4.13  Duration               
</TABLE>

<PAGE>

                             30% Annual Default Rate
                             -----------------------
       Price (%)               0%              2%            4%          8%
- ----------------------   --------------  --------------  ----------  ----------
Total Assumed Defaults
From Month 13
Through Month 72                  69.3%           65.7%       62.3%       55.9%
                                    N/A             N/A        7.86        4.96
                                  10/94           10/94       10/94       10/94
                         $116,418,451**   $61,420,799**       12/12       06/01
72 16/32.............             9.642          12.014      14.313      16.541
                                   6.77            5.56        4.67        3.54
73...................             9.542          11.892      14.168      16.349
                                   6.80            5.59        4.69        3.55
73 16/32.............             9.443          11.771      14.024      16.158
                                   6.83            5.61        4.70        3.56
74...................             9.345          11.652      13.881      15.970
                                   6.87            5.64        4.72        3.57
74 16/32.............             9.248          11.534      13.740      15.783
                                   6.90            5.67        4.74        3.57
75...................             9.152          11.417      13.600      15.597
                                   6.93            5.69        4.76        3.58
75 16/32.............             9.057          11.301      13.462      15.414
                                   6.96            5.72        4.77        3.59
76...................             8.963          11.187      13.325      15.232
                                   7.00            5.74        4.79        3.60
76 16/32.............             8.870          11.074      13.190      15.051
                                   7.03            5.77        4.81        3.61
77...................             8.779          10.962      13.055      14.872
                                   7.06            5.80        4.83        3.62
77 16/32.............             8.688          10.852      12.923      14.695
                                   7.09            5.82        4.84        3.62
78...................             8.598          10.742      12.791      14.519
                                   7.13            5.85        4.86        3.63

<PAGE>

<TABLE>
<CAPTION>
                                               40% Annual Default Rate
                                               -----------------------
       Price (%)               0%              2%              4%              8%
- ----------------------   --------------  --------------  --------------  --------------
<S>                           <C>             <C>             <C>             <C>
Total Assumed Defaults
From Month 13
Through Month 72                  78.5%           74.8%           71.2%           64.5%
                                    N/A             N/A             N/A             N/A  Weighted Average Life (years)
                                  10/94           10/94           10/94           10/94  First Principal Payment Date
                         $118,730,012**  $115,139,296**   $86,525,601**   $28,561,897**  Last Principal Payment Date
72 16/32.............             2.218           4.824           7.884          14.474  Yield to Maturity (%)
                                   8.54            6.30            5.00            3.75  Duration
73...................             2.138           4.717           7.748          14.293  Yield to Maturity (%)
                                   8.58            6.34            5.02            3.76  Duration
73 16/32.............             2.060           4.610           7.614          14.114  Yield to Maturity (%)
                                   8.62            6.37            5.05            3.78  Duration
74...................             1.982           4.505           7.481          13.936  Yield to Maturity (%)
                                   8.66            6.40            5.07            3.79  Duration
74 16/32.............             1.905           4.401           7.350          13.760  Yield to Maturity (%)
                                   8.70            6.43            5.10            3.80  Duration
75...................             1.829           4.298           7.220          13.586  Yield to Maturity (%)
                                   8.74            6.47            5.12            3.82  Duration
75 16/32.............             1.754           4.196           7.091          13.414  Yield to Maturity (%)
                                   8.78            6.50            5.14            3.83  Duration
76...................             1.680           4.096           6.964          13.243  Yield to Maturity (%)
                                   8.82            6.53            5.17            3.84  Duration
76 16/32.............             1.606           3.996           6.839          13.074  Yield to Maturity (%)
                                   8.86            6.56            5.19            3.86  Duration
77...................             1.533           3.898           6.715          12.907  Yield to Maturity (%)
                                   8.90            6.60            5.21            3.87  Duration
77 16/32.............             1.461           3.801           6.592          12.741  Yield to Maturity (%)
                                   8.94            6.63            5.24            3.88  Duration
78...................             1.390           3.705           6.470          12.577  Yield to Maturity (%)
                                   8.98            6.66            5.26            3.90  Duration

<FN>
- ----------
*   See "Special Yield  Considerations"  for a discussion of other  assumptions
    used in preparing the Tables.
**  Principal  balance remaining (before any accrued and unpaid interest) after
    assets of the Trust Fund are exhausted.
*** Indicates a yield of (25.00)% or less and  therefore  that  investors  will
    suffer a loss of a substantial portion of their initial investment.
</FN>
</TABLE>

<PAGE>

                                    Table 15

Weighted  Average Life,  First Principal  Payment Date,  Last Principal  Payment
Date,  Yield and Duration of Class E  Certificates  at Various  Assumed  Prices,
Percentages of CPR, and Mortgage Loan Default Rates and Assuming LIBOR Increases
3% and No Extensions*

                             10% Annual Default Rate
                             -----------------------
       Price (%)              0%            2%            4%            8%     
- ----------------------   ------------  ------------  ------------  ------------
Total Assumed Defaults
From Month 13
Through Month 72                32.6%         30.6%         28.8%         25.4%
                                16.38         14.29         12.24          9.15
                                10/94         10/94         10/94         10/94
                                02/15         06/13         11/11         03/08
72 16/32.............          12.109        12.361        12.717        13.591
                                 7.19          6.82          6.33          5.38
73...................          12.015        12.261        12.610        13.465
                                 7.22          6.84          6.36          5.39
73 16/32.............          11.921        12.162        12.503        13.340
                                 7.25          6.87          6.38          5.41
74...................          11.829        12.065        12.398        13.215
                                 7.28          6.90          6.40          5.43
74 16/32.............          11.737        11.968        12.294        13.093
                                 7.31          6.93          6.43          5.44
75...................          11.647        11.872        12.191        12.971
                                 7.35          6.95          6.45          5.46
75 16/32.............          11.557        11.778        12.089        12.850
                                 7.38          6.98          6.47          5.48
76...................          11.469        11.684        11.988        12.731
                                 7.41          7.01          6.49          5.49
76 16/32.............          11.381        11.591        11.888        12.613
                                 7.44          7.03          6.52          5.51
77...................          11.294        11.500        11.789        12.496
                                 7.47          7.06          6.54          5.52
77 16/32.............          11.208        11.409        11.691        12.380
                                 7.50          7.08          6.56          5.54
78...................          11.124        11.319        11.594        12.265
                                 7.53          7.11          6.58          5.56

<PAGE>

<TABLE>
<CAPTION>
                                               20% Annual Default Rate
                                               -----------------------                                                           
       Price (%)              0%            2%            4%            8%                                 
- ----------------------   ------------  ------------  ------------  ------------                                 
<S>                          <C>           <C>           <C>           <C>
Total Assumed Defaults                                                                                                
From Month 13                                                                                                         
Through Month 72                54.7%         51.7%         48.8%         43.4%                           
                                11.32          9.38          8.10          6.45  Weighted Average Life (years)                  
                                10/94         10/94         10/94         10/94  First Principal Payment Date                     
                                09/13         07/11         11/08         12/04  Last Principal Payment Date                     
72 16/32.............          12.893        13.582        14.145        15.026  Yield to Maturity (%)    
                                 6.07          5.33          4.87          4.31  Duration                 
73...................          12.781        13.455        14.006        14.868  Yield to Maturity (%)    
                                 6.09          5.35          4.89          4.32  Duration                 
73 16/32.............          12.670        13.328        13.868        14.712  Yield to Maturity (%)    
                                 6.12          5.37          4.90          4.33  Duration                 
74...................          12.560        13.203        13.731        14.557  Yield to Maturity (%)    
                                 6.14          5.39          4.92          4.34  Duration                 
74 16/32.............          12.452        13.080        13.595        14.403  Yield to Maturity (%)    
                                 6.16          5.41          4.93          4.35  Duration                 
75...................          12.344        12.957        13.461        14.251  Yield to Maturity (%)    
                                 6.18          5.42          4.95          4.36  Duration                 
75 16/32.............          12.238        12.836        13.328        14.100  Yield to Maturity (%)    
                                 6.21          5.44          4.96          4.38  Duration                 
76...................          12.132        12.716        13.196        13.951  Yield to Maturity (%)    
                                 6.23          5.46          4.98          4.39  Duration                 
76 16/32.............          12.028        12.597        13.066        13.803  Yield to Maturity (%)    
                                 6.25          5.48          4.99          4.40  Duration                 
77...................          11.925        12.479        12.937        13.656  Yield to Maturity (%)    
                                 6.28          5.50          5.01          4.41  Duration                 
77 16/32.............          11.823        12.362        12.809        13.510  Yield to Maturity (%)    
                                 6.30          5.52          5.02          4.42  Duration                 
78...................          11.722        12.247        12.682        13.366  Yield to Maturity (%)    
                                 6.32          5.53          5.04          4.43  Duration                 
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                              30% Annual Default Rate
                              -----------------------
       Price (%)               0%              2%              4%             8%
- ----------------------   --------------  --------------  --------------  ----------
<S>                           <C>             <C>             <C>            <C>
Total Assumed Defaults
From Month 13
Through Month 72                  69.3%           65.7%           62.3%       55.9%
                                    N/A             N/A             N/A        5.24
                                  10/94           10/94           10/94       10/94
                         $122,755,793**   $82,024,887**   $15,770,998**       04/02
72 16/32.............             8.761          11.038          13.494      16.125
                                   7.37            5.99            5.11        3.74
73...................             8.669          10.924          13.361      15.943
                                   7.40            6.01            5.13        3.75
73 16/32.............             8.578          10.812          13.229      15.763
                                   7.43            6.04            5.15        3.76
74...................             8.487          10.701          13.099      15.584
                                   7.46            6.07            5.17        3.76
74 16/32.............             8.398          10.591          12.970      15.407
                                   7.50            6.09            5.19        3.77
75...................             8.310          10.482          12.842      15.231
                                   7.53            6.12            5.21        3.78
75 16/32.............             8.222          10.375          12.716      15.057
                                   7.56            6.14            5.23        3.79
76...................             8.136          10.268          12.591      14.884
                                   7.59            6.17            5.25        3.80
76 16/32.............             8.050          10.163          12.467      14.713
                                   7.62            6.19            5.27        3.81
77...................             7.966          10.059          12.345      14.544
                                   7.65            6.22            5.29        3.81
77 16/32.............             7.882           9.956          12.224      14.375
                                   7.68            6.25            5.31        3.82
78...................             7.799           9.854          12.104      14.209
                                   7.72            6.27            5.33        3.83
</TABLE>

<PAGE>
 
<TABLE>
<CAPTION>
                                              40% Annual Default Rate
                                              -----------------------
       Price (%)                0%              2%               4%              8%
- ----------------------   --------------  --------------  --------------  --------------
<S>                            <C>             <C>              <C>             <C>
Total Assumed Defaults
From Month 13
Through Month 72                  78.5%           74.8%           71.2%           64.5%
                                    N/A             N/A             N/A             N/A  Weighted Average Life (years)
                                  10/94           10/94           10/94           10/94  First Principal Payment Date
                         $123,100,856**  $123,088,239**   $94,264,412**   $38,440,661**  Last Principal Payment Date
72 16/32.............             1.484           3.938           6.873          13.339  Yield to Maturity (%)
                                   9.34            6.84            5.36            3.94  Duration
73...................             1.412           3.838           6.746          13.166  Yield to Maturity (%)
                                   9.38            6.87            5.38            3.95  Duration
73 16/32.............             1.340           3.740           6.620          12.995  Yield to Maturity (%)
                                   9.42            6.90            5.40            3.97  Duration
74...................             1.268           3.643           6.496          12.826  Yield to Maturity (%)
                                   9.46            6.94            5.43            3.98  Duration
74 16/32.............             1.198           3.547           6.373          12.658  Yield to Maturity (%)
                                   9.49            6.97            5.45            3.99  Duration
75...................             1.128           3.452           6.252          12.492  Yield to Maturity (%)
                                   9.53            7.00            5.48            4.01  Duration
75 16/32.............             1.059           3.358           6.132          12.328  Yield to Maturity (%)
                                   9.57            7.03            5.50            4.02  Duration
76...................             0.991           3.265           6.013          12.166  Yield to Maturity (%)
                                   9.61            7.06            5.53            4.03  Duration
76 16/32.............             0.923           3.173           5.896          12.005  Yield to Maturity (%)
                                   9.64            7.10            5.55            4.05  Duration
77...................             0.856           3.082           5.780          11.845  Yield to Maturity (%)
                                   9.68            7.13            5.57            4.06  Duration
77 16/32.............             0.790           2.992           5.665          11.687  Yield to Maturity (%)
                                   9.72            7.16            5.60            4.07  Duration
78...................             0.725           2.903           5.551          11.531  Yield to Maturity (%)
                                   9.75            7.19            5.62            4.09  Duration
<FN>
- ----------
*   See "Special Yield  Considerations"  for a discussion of other  assumptions
    used in preparing the Tables.
**  Principal  balance remaining (before any accrued and unpaid interest) after
    assets of the Trust Fund are exhausted.
*** Indicates a yield of (25.00)% or less and  therefore  that  investors  will
    suffer a loss of a substantial portion of their initial investment.
</FN>
</TABLE>

<PAGE>

                                    Table 16

Weighted  Average Life,  First Principal  Payment Date,  Last Principal  Payment
Date,  Yield and Duration of Class E  Certificates  at Various  Assumed  Prices,
Percentages of CPR, and Mortgage Loan Default Rates and Assuming Unchanged LIBOR
and 3-Year Balloon Extensions*

                             10% Annual Default Rate
                             -----------------------                 
       Price (%)              0%            2%            4%            8%      
- ----------------------   ------------  ------------  ------------  ------------
Total Assumed Defaults
From Month 13
Through Month 72                36.8%         34.5%         32.4%         28.5% 
                                 8.97          8.51          7.91          7.28 
                                10/94         10/94         10/94         10/94 
                                05/09         01/08         10/06         10/04 
72 16/32.............          14.336        14.401        14.586        14.808 
                                 4.49          4.48          4.40          4.31 
73...................          14.184        14.249        14.431        14.650 
                                 4.51          4.51          4.42          4.32 
73 16/32.............          14.035        14.100        14.279        14.494 
                                 4.54          4.53          4.44          4.34 
74...................          13.887        13.952        14.128        14.339 
                                 4.56          4.56          4.46          4.36 
74 16/32.............          13.741        13.805        13.978        14.186 
                                 4.59          4.58          4.48          4.38 
75...................          13.597        13.661        13.831        14.035 
                                 4.61          4.60          4.50          4.40 
75 16/32.............          13.454        13.518        13.685        13.885 
                                 4.64          4.62          4.53          4.41 
76...................          13.313        13.377        13.541        13.737 
                                 4.66          4.65          4.55          4.43 
76 16/32.............          13.174        13.237        13.398        13.591 
                                 4.69          4.67          4.57          4.45 
77...................          13.037        13.099        13.257        13.446 
                                 4.71          4.69          4.59          4.47 
77 16/32.............          12.901        12.963        13.117        13.302 
                                 4.74          4.72          4.61          4.48 
78...................          12.767        12.828        12.979        13.160 
                                 4.76          4.74          4.62          4.50 

<PAGE>

<TABLE>
<CAPTION>
                                               20% Annual Default Rate
                                               -----------------------                                                  
       Price (%)              0%            2%            4%            8%                                    
- ----------------------   ------------  ------------  ------------  ------------                                    
<S>                          <C>           <C>           <C>           <C>
Total Assumed Defaults                                                                                                   
From Month 13                                                                                                            
Through Month 72                61.1%         57.6%         54.3%         48.1%                              
                                11.59          8.95          7.57          6.41  Weighted Average Life (years)                     
                                10/94         10/94         10/94         10/94  First Principal Payment Date
                                11/13         02/09         10/05         07/03  Last Principal Payment Date
72 16/32.............          12.744        13.608        14.363        15.319  Yield to Maturity (%)       
                                 6.09          5.21          4.63          4.04  Duration                    
73...................          12.633        13.477        14.216        15.151  Yield to Maturity (%)       
                                 6.12          5.24          4.64          4.05  Duration                    
73 16/32.............          12.522        13.348        14.070        14.984  Yield to Maturity (%)       
                                 6.15          5.26          4.66          4.07  Duration                    
74...................          12.413        13.221        13.927        14.819  yield to Maturity (%)       
                                 6.19          5.28          4.68          4.08  Duration                    
74 16/32.............          12.306        13.095        13.784        14.656  Yield to Maturity (%)       
                                 6.22          5.31          4.70          4.10  Duration                    
75...................          12.199        12.970        13.643        14.494  Yield to Maturity (%)       
                                 6.25          5.33          4.72          4.11  Duration                    
75 16/32.............          12.094        12.847        13.504        14.334  Yield to Maturity (%)       
                                 6.28          5.35          4.74          4.13  Duration                    
76...................          11.990        12.725        13.366        14.176  Yield to Maturity (%)       
                                 6.32          5.38          4.76          4.14  Duration                    
76 16/32.............          11.888        12.604        13.230        14.019  Yield to Maturity (%)       
                                 6.35          5.40          4.77          4.16  Duration                    
77...................          11.786        12.484        13.095        13.864  Yield to Maturity (%)       
                                 6.38          5.42          4.79          4.17  Duration                    
77 16/32.............          11.686        12.366        12.961        13.710  Yield to Maturity (%)       
                                 6.41          5.44          4.81          4.18  Duration                    
78...................          11.586        12.249        12.828        13.558  Yield to Maturity (%)       
                                 6.44          5.47          4.83          4.20  Duration                    
</TABLE>

<PAGE>
                         
<TABLE>
<CAPTION>
                              30% Annual Default Rate
                              -----------------------
       Price (%)               0%              2%              4%             8%
- ----------------------   --------------  --------------  --------------  ------------
<S>                           <C>             <C>             <C>            <C>
Total Assumed Defaults
From Month 13
Through Month 72                  76.5%           72.4%           68.5%         61.3%
                                    N/A             N/A             N/A          6.59
                                  10/94           10/94           10/94         10/94
                         $106,274,236**  $106,618,997**   $90,338,305**         05/07
72 16/32.............             5.285           7.726          10.267        15.042
                                   8.83            7.02            5.87          4.19
73...................             5.208           7.630          10.152        14.880
                                   8.88            7.06            5.90          4.21
73 16/32.............             5.132           7.534          10.037        14.719
                                   8.93            7.10            5.93          4.22
74...................             5.057           7.439           9.924        14.560
                                   8.97            7.14            5.96          4.24
74 16/32.............             4.982           7.346           9.812        14.403
                                   9.02            7.17            5.99          4.25
75...................             4.909           7.254           9.702        14.247
                                   9.07            7.21            6.02          4.27
75 16/32.............             4.836           7.163           9.592        14.093
                                   9.11            7.25            6.04          4.28
76...................             4.765           7.073           9.484        13.940
                                   9.16            7.28            6.07          4.30
76 16/32.............             4.694           6.984           9.377        13.789
                                   9.20            7.32            6.10          4.32
77...................             4.624           6.895           9.272        13.640
                                   9.25            7.36            6.13          4.33
77 16/32.............             4.555           6.808           9.167        13.492
                                   9.29            7.39            6.16          4.35
78...................             4.486           6.722           9.064        13.345
                                   9.33            7.43            6.19          4.36
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                               40% Annual Default Rate
                                               -----------------------
       Price (%)                0%              2%               4%               8%
- ----------------------   --------------  --------------  --------------  --------------
<S>                            <C>             <C>              <C>              <C>
Total Assumed Defaults
From Month 13
Through Month 72                  85.8%           81.6%           77.6%           70.1%
                                    N/A             N/A             N/A             N/A  Weighted Average Life (years)
                                  10/94           10/94           10/94           10/94  First Principal Payment Date
                         $109,609,000**  $109,790,711**  $110,054,179**   $77,742,632**  Last Principal Payment Date
72 16/32.............               ***         (1.361)           2.105           9.014  Yield to Maturity (%)
                                                  10.03            7.07            4.43  Duration
73...................               ***         (1.428)           2.009           8.861  Yield to Maturity (%)
                                                  10.08            7.10            4.45  Duration
73 16/32.............               ***         (1.495)           1.914           8.709  Yield to Maturity (%)
                                                  10.13            7.14            4.47  Duration
74...................               ***         (1.561)           1.820           8.559  yield to Maturity (%)
                                                  10.18            7.18            4.49  Duration
74 16/32.............               ***         (1.627)           1.727           8.411  Yield to Maturity (%)
                                                  10.23            7.22            4.51  Duration
75...................               ***         (1.692)           1.636           8.264  Yield to Maturity (%)
                                                  10.28            7.25            4.53  Duration
75 16/32.............               ***         (1.756)           1.545           8.119  Yield to Maturity (%)
                                                  10.33            7.29            4.56  Duration
76...................               ***         (1.819)           1.456           7.976  Yield to Maturity (%)
                                                  10.37            7.33            4.58  Duration
76 16/32.............               ***         (1.881)           1.367           7.834  Yield to Maturity (%)
                                                  10.42            7.36            4.60  Duration
77...................               ***         (1.943)           1.279           7.694  Yield to Maturity (%)
                                                  10.47            7.40            4.62  Duration
77 16/32.............               ***         (2.004)           1.193           7.555  Yield to Maturity (%)
                                                  10.51            7.43            4.64  Duration
78...................               ***         (2.065)           1.107           7.418  Yield to Maturity (%)
                                                  10.56            7.47            4.66  Duration
<FN>
- ----------
*   See "Special Yield  Considerations"  for a discussion of other  assumptions
    used in preparing the Tables.
**  Principal  balance remaining (before any accrued and unpaid interest) after
    assets of the Trust Fund are exhausted.
*** Indicates a yield of (25.00)% or less and  therefore  that  investors  will
    suffer a loss of a substantial portion of their initial investment
</FN>
</TABLE>

<PAGE>

                                    Table 17

Weighted  Average Life,  First Principal  Payment Date,  Last Principal  Payment
Date,  Yield and Duration of Class E  Certificates  at Various  Assumed  Prices,
Percentages of CPR, and Mortgage Loan Default Rates and Assuming LIBOR Decreases
1% and 3-Year Balloon Extensions*

                             10% Annual Default Rate
                             -----------------------
       Price (%)              0%            2%            4%            8%     
- ----------------------   ------------  ------------  ------------  ------------
Total Assumed Defaults
From Month 13
Through Month 72                36.8%         34.5%         32.4%         28.5%
                                 7.29          7.24          6.93          6.69
                                10/94         10/94         10/94         10/94
                                09/07         09/06         10/05         12/03
72 16/32.............          15.357        15.266        15.346        15.364
                                 3.84          3.91          3.91          3.94
73...................          15.180        15.093        15.172        15.192
                                 3.86          3.94          3.93          3.96
73 16/32.............          15.006        14.921        15.000        15.021
                                 3.88          3.96          3.95          3.98
74...................          14.833        14.752        14.830        14.852
                                 3.90          3.98          3.97          3.99
74 16/32.............          14.662        14.585        14.662        14.686
                                 3.93          4.00          3.99          4.01
75...................          14.494        14.419        14.496        14.521
                                 3.95          4.02          4.01          4.03
75 16/32.............          14.327        14.256        14.332        14.357
                                 3.97          4.04          4.03          4.05
76...................          14.163        14.094        14.170        14.196
                                 3.99          4.06          4.05          4.07
76 16/32.............          14.001        13.935        14.010        14.036
                                 4.02          4.09          4.06          4.08
77...................          13.840        13.777        13.851        13.878
                                 4.04          4.11          4.08          4.10
77 16/32.............          13.682        13.621        13.694        13.722
                                 4.06          4.13          4.10          4.12
78...................          13.525        13.467        13.539        13.568
                                 4.08          4.15          4.12          4.13
<PAGE>
                         
<TABLE>
<CAPTION>
                                               20% Annual Default Rate
                                               -----------------------                                                  
       Price (%)             0%            2%            4%            8%     
- ----------------------  ------------  ------------  ------------  ------------
<S>                         <C>           <C>           <C>           <C>
Total Assumed Defaults                                                                                                     
From Month 13                                                                                                              
Through Month 72               61.1%         57.6%         54.3%         48.1%                            
                               10.08          8.08          7.02          6.00  Weighted Average Life (years)
                               10/94         10/94         10/94         10/94  First Principal Payment Date
                               06/11         07/07         09/04         06/03  Last Principal Payment Date                      
72 16/32.............         13.380        14.216        14.901        15.815  Yield to Maturity (%)     
                                5.30          4.65          4.22          3.75  Duration                  
73...................         13.252        14.070        14.740        15.633  Yield to Maturity (%)     
                                5.33          4.68          4.24          3.76  Duration                  
73 16/32.............         13.125        13.926        14.581        15.454  Yield to Maturity (%)     
                                5.36          4.70          4.26          3.78  Duration                  
74...................         13.000        13.783        14.424        15.276  Yield to Maturity (%)     
                                5.40          4.72          4.28          3.80  Duration                  
74 16/32.............         12.877        13.642        14.268        15.101  Yield to Maturity (%)     
                                5.43          4.74          4.30          3.81  Duration                  
75...................         12.755        13.503        14.114        14.927  Yield to Maturity (%)     
                                5.46          4.77          4.32          3.83  Duration                  
75 16/32.............         12.635        13.365        13.961        14.755  Yield to Maturity (%)     
                                5.49          4.79          4.33          3.84  Duration                  
76...................         12.516        13.228        13.811        14.585  Yield to Maturity (%)     
                                5.52          4.81          4.35          3.85  Duration                  
76 16/32.............         12.398        13.093        13.661        14.416  Yield to Maturity (%)     
                                5.55          4.83          4.37          3.87  Duration                  
77...................         12.282        12.960        13.514        14.250  Yield to Maturity (%)     
                                5.58          4.86          4.39          3.88  Duration                  
77 16/32.............         12.167        12.828        13.368        14.085  Yield to Maturity (%)     
                                5.61          4.88          4.41          3.90  Duration                  
78...................         12.054        12.698        13.223        13.921  Yield to Maturity (%)     
                                5.64          4.90          4.42          3.91  Duration                  
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                               30% Annual Default Rate
                               -----------------------
       Price (%)               0%              2%              4%             8%
- ----------------------   --------------  --------------  --------------  ------------
<S>                           <C>             <C>             <C>            <C>
Total Assumed Defaults
From Month 13
Through Month 72                 76.5%            72.4%           68.5%         61.3%
                                   N/A              N/A             N/A          6.00
                                 10/94            10/94           10/94         10/94
                         $100,708,278**  $101,193,728**   $74,797,538**         01/05
72 16/32.............            6.230            8.732          11.330        15.630
                                  7.93             6.40            5.41          3.85
73...................            6.144            8.626          11.204        15.453
                                  7.98             6.44            5.44          3.87
73 16/32.............            6.059            8.521          11.080        15.278
                                  8.02             6.48            5.47          3.88
74...................            5.976            8.418          10.957        15.105
                                  8.07             6.52            5.50          3.90
74 16/32.............            5.893            8.316          10.836        14.934
                                  8.12             6.56            5.53          3.91
75...................            5.812            8.215          10.717        14.765
                                  8.17             6.59            5.56          3.93
75 16/32.............            5.731            8.115          10.598        14.598
                                  8.22             6.63            5.59          3.94
76...................            5.652            8.017          10.482        14.432
                                  8.26             6.67            5.62          3.96
76 16/32.............            5.574            7.919          10.366        14.268
                                  8.31             6.70            5.65          3.97
77...................            5.496            7.823          10.252        14.105
                                  8.36             6.74            5.68          3.98
77 16/32.............            5.419            7.728          10.139        13.944
                                  8.40             6.78            5.70          4.00
78...................            5.344            7.634          10.028        13.785
                                  8.45             6.81            5.73          4.01
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                               40% Annual Default Rate
                                               -----------------------
       Price (%)               0%              2%              4%              8%
- ----------------------   --------------  --------------  --------------  --------------
<S>                           <C>             <C>             <C>             <C>
Total Assumed Defaults
From Month 13
Through Month 72                  85.8%           81.6%           77.6%           70.1%
                                    N/A             N/A             N/A             N/A  Weighted Average Life (years)
                                  10/94           10/94           10/94           10/94  First Principal Payment Date
                         $105,087,261**  $105,328,110**  $105,675,368**   $67,945,949**  Last Principal Payment Date
72 16/32.............               ***          (0.458)          3.070          10.185  Yield to Maturity (%)
                                                    9.01           6.45            4.15  Duration
73...................               ***          (0.533)          2.965          10.021  Yield to Maturity (%)
                                                    9.06           6.49            4.17  Duration
73 16/32.............               ***          (0.608)          2.861           9.860  Yield to Maturity (%)
                                                    9.11           6.53            4.19  Duration
74...................               ***          (0.681)          2.758           9.700  Yield to Maturity (%)
                                                    9.16           6.56            4.21  Duration
74 16/32.............               ***          (0.754)          2.657           9.542  Yield to Maturity (%)
                                                    9.21           6.60            4.23  Duration
75...................               ***          (0.826)          2.557           9.385  Yield to Maturity (%)
                                                    9.26           6.64            4.26  Duration
75 16/32.............               ***          (0.897)          2.458           9.231  Yield to Maturity (%)
                                                    9.31           6.68            4.28  Duration
76...................               ***          (0.967)          2.360           9.078  Yield to Maturity (%)
                                                    9.36           6.71            4.30  Duration
76 16/32.............               ***          (1.036)          2.263           8.927  Yield to Maturity (%)
                                                    9.41           6.75            4.32  Duration
77...................               ***          (1.105)          2.168           8.778  Yield to Maturity (%)
                                                    9.45           6.79            4.34  Duration
77 16/32.............               ***          (1.173)          2.073           8.630  Yield to Maturity (%)
                                                    9.50           6.82            4.36  Duration
78...................               ***          (1.240)          1.980           8.484  Yield to Maturity (%)
                                                    9.55           6.86            4.38  Duration
<FN>
- ----------
*   See "Special Yield  Considerations"  for a discussion of other  assumptions
    used in preparing the Tables.
**  Principal  balance remaining (before any accrued and unpaid interest) after
    assets of the Trust Fund are exhausted.
*** Indicates a yield of (25.00)% or less and  therefore  that  investors  will
    suffer a loss of a substantial portion of their initial investment.
</FN>
</TABLE>

<PAGE>

                                    Table 18

Weighted  Average Life,  First Principal  Payment Date,  Last Principal  Payment
Date,  Yield and Duration of Class E  Certificates  at Various  Assumed  Prices,
Percentages of CPR, and Mortgage Loan Default Rates and Assuming LIBOR Increases
1% and 3-Year Balloon Extensions*

                                      10% Annual Default Rate                   
                                ---------------------------------               
       Price (%)              0%            2%            4%            8%      
- ----------------------   ------------  ------------  ------------  ------------ 
Total Assumed Defaults
From Month 13
Through Month 72                36.8%         34.5%         32.4%         28.5% 
                                10.99         10.07          9.10          7.98 
                                10/94         10/94         10/94         10/94 
                                01/11         07/09         01/08         08/05 
72 16/32.............          13.467        13.632        13.891        14.278 
                                 5.25          5.15          4.97          4.72 
73...................          13.338        13.500        13.755        14.134 
                                 5.28          5.18          4.99          4.73 
73 16/32.............          13.210        13.369        13.619        13.991 
                                 5.31          5.20          5.01          4.75 
74...................          13.084        13.241        13.485        13.850 
                                 5.34          5.23          5.03          4.77 
74 16/32.............          12.959        13.113        13.353        13.710 
                                 5.36          5.25          5.06          4.79 
75...................          12.836        12.987        13.222        13.572 
                                 5.39          5.28          5.08          4.81 
75 16/32.............          12.714        12.862        13.093        13.435 
                                 5.42          5.30          5.10          4.82 
76...................          12.593        12.739        12.965        13.299 
                                 5.45          5.33          5.12          4.84 
76 16/32.............          12.474        12.617        12.838        13.165 
                                 5.48          5.35          5.14          4.86 
77...................          12.357        12.497        12.712        13.032 
                                 5.50          5.37          5.16          4.87 
77 16/32.............          12.240        12.378        12.588        12.901 
                                 5.53          5.40          5.18          4.89 
78...................          12.125        12.260        12.465        12.770 
                                 5.56          5.42          5.20          4.91 
<PAGE>                     

<TABLE>
<CAPTION>
                                               20% Annual Default Rate
                                               -----------------------                                                  
       Price (%)              0%            2%            4%            8%     
- ----------------------   ------------  ------------  ------------  ------------
<S>                          <C>           <C>           <C>           <C>
Total Assumed Defaults                                                                                                    
From Month 13                                                                                                             
Through Month 72                61.1%         57.6%         54.3%         48.1%                             
                                13.71         10.00          8.20          6.83  Weighted Average Life      
                                                                                 (years)                    
                                10/94         10/94         10/94         10/94  First Principal Payment    
                                                                                 Date                       
                                09/17         01/11         11/06         11/03  Last Principal Payment     
                                                                                 Date                       
72 16/32.............          12.154        13.048        13.862        14.876  Yield to Maturity (%)      
                                 7.03          5.85          5.07          4.33  Duration                   
73...................          12.057        12.932        13.728        14.719  Yield to Maturity (%)      
                                 7.07          5.87          5.09          4.35  Duration                   
73 16/32.............          11.962        12.817        13.595        14.563  Yield to Maturity (%)      
                                 7.11          5.90          5.11          4.36  Duration                   
74...................          11.867        12.703        13.464        14.410  Yield to Maturity (%)      
                                 7.14          5.92          5.13          4.38  Duration                   
74 16/32.............          11.774        12.591        13.334        14.257  Yield to Maturity (%)      
                                 7.18          5.94          5.15          4.39  Duration                   
75...................          11.682        12.479        13.205        14.106  Yield to Maturity (%)      
                                 7.21          5.97          5.16          4.41  Duration                   
75 16/32.............          11.591        12.369        13.077        13.957  Yield to Maturity (%)      
                                 7.24          5.99          5.18          4.42  Duration                   
76...................          11.500        12.260        12.951        13.809  Yield to Maturity (%)      
                                 7.28          6.02          5.20          4.44  Duration                   
76 16/32.............          11.411        12.152        12.826        13.663  Yield to Maturity (%)      
                                 7.31          6.04          5.22          4.45  Duration                   
77...................          11.323        12.045        12.703        13.518  Yield to Maturity (%)      
                                 7.35          6.06          5.23          4.46  Duration                   
77 16/32.............          11.236        11.940        12.580        13.374  Yield to Maturity (%)      
                                 7.38          6.09          5.25          4.48  Duration                   
78...................          11.150        11.835        12.459        13.232  Yield to Maturity (%)      
                                 7.41          6.11          5.27          4.49  Duration                   
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                               30% Annual Default Rate
                               -----------------------
       Price (%)               0%              2%              4%              8%
- ----------------------   --------------  --------------  --------------  --------------
<S>                           <C>             <C>             <C>             <C>
Total Assumed Defaults
From Month 13
Through Month 72                  76.5%           72.4%           68.5%           61.3%
                                    N/A             N/A             N/A            7.57
                                  10/94           10/94           10/94           10/94
                         $111,840,195**  $112,044,266**  $104,622,428**           06/12
72 16/32.............             4.396           6.779           9.263          14.409
                                   9.80            7.69            6.36            4.60
73...................             4.326           6.690           9.156          14.262
                                   9.84            7.72            6.39            4.62
73 16/32.............             4.258           6.603           9.050          14.115
                                   9.89            7.76            6.41            4.64
74...................             4.190           6.516           8.945          13.971
                                   9.93            7.80            6.44            4.66
74 16/32.............             4.123           6.431           8.842          13.828
                                   9.98            7.83            6.47            4.67
75...................             4.056           6.346           8.740          13.686
                                  10.02            7.87            6.50            4.69
75 16/32.............             3.991           6.263           8.639          13.546
                                  10.07            7.91            6.53            4.71
76...................             3.926           6.180           8.538          13.407
                                  10.11            7.94            6.56            4.73
76 16/32.............             3.862           6.098           8.439          13.270
                                  10.15            7.98            6.59            4.74
77...................             3.798           6.018           8.342          13.134
                                  10.19            8.01            6.61            4.76
77 16/32.............             3.735           5.938           8.245          12.999
                                  10.24            8.05            6.64            4.78
78...................             3.673           5.858           8.149          12.866
                                  10.28            8.08            6.67            4.79
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                               40% Annual Default Rate
       Price (%)               0%              2%              4%              8%
- ----------------------   --------------  --------------  --------------  --------------
<S>                           <C>             <C>             <C>             <C>
Total Assumed Defaults
From Month 13
Through Month 72                  85.8%           81.6%           77.6%           70.1%
                                    N/A             N/A             N/A             N/A  Weighted Average Life (years)
                                  10/94           10/94           10/94           10/94  First Principal Payment Date
                         $114,130,738**  $114,253,313**  $114,432,990**   $87,459,236**  Last Principal Payment Date
72 16/32.............               ***         (2.238)           1.195           7.894  Yield to Maturity (%)
                                                  11.16            7.73            4.73  Duration
73...................               ***         (2.299)           1.107           7.750  Yield to Maturity (%)
                                                  11.20            7.77            4.75  Duration
73 16/32.............               ***         (2.359)           1.020           7.608  Yield to Maturity (%)
                                                  11.25            7.80            4.77  Duration
74...................               ***         (2.419)           0.934           7.467  Yield to Maturity (%)
                                                  11.30            7.84            4.79  Duration
74 16/32.............               ***         (2.478)           0.849           7.328  Yield to Maturity (%)
                                                  11.34            7.88            4.81  Duration
75...................               ***         (2.536)           0.765           7.191  Yield to Maturity (%)
                                                  11.39            7.91            4.83  Duration
75 16/32.............               ***         (2.594)           0.682           7.055  Yield to Maturity (%)
                                                  11.43            7.95            4.85  Duration
76...................               ***         (2.651)           0.600           6.920  Yield to Maturity (%)
                                                  11.48            7.98            4.88  Duration
76 16/32.............               ***         (2.707)           0.519           6.787  Yield to Maturity (%)
                                                  11.52            8.02            4.90  Duration
77...................               ***         (2.763)           0.438           6.655  Yield to Maturity (%)
                                                  11.57            8.06            4.92  Duration
77 16/32.............               ***         (2.819)           0.359           6.525  Yield to Maturity (%)
                                                  11.61            8.09            4.94  Duration
78...................               ***         (2.874)           0.280           6.396  Yield to Maturity (%)
                                                  11.65            8.13            4.96  Duration
<FN>
- ----------
*   See "Special Yield  Considerations"  for a discussion of other  assumptions
    used in preparing the Tables.
**  Principal  balance remaining (before any accrued and unpaid interest) after
    assets of the Trust Fund are  exhausted.
*** Indicates a yield of (25.00)% or less and  therefore  that  investors  will
    suffer a loss of a substantial portion of their initial investment.
</FN>
</TABLE>

<PAGE>

                                    Table 19

Weighted  Average Life,  First Principal  Payment Date,  Last Principal  Payment
Date,  Yield and Duration of Class E  Certificates  at Various  Assumed  Prices,
Percentages of CPR, and Mortgage Loan Default Rates and Assuming LIBOR Increases
2% and 3-Year Balloon Extensions*

                                      10% Annual Default Rate                  
                                ---------------------------------              
       Price (%)              0%            2%            4%            8%     
- ----------------------   ------------  ------------  ------------  ------------
Total Assumed Defaults
From Month 13
Through Month 72                36.8%         39.5%         32.4%         28.5% 
                                13.39         12.01         10.60          8.82 
                                10/94         10/94         10/94         10/94 
                                09/12         03/11         10/09         10/06 
72 16/32.............          12.736        12.946        13.250        13.770 
                                 6.14          5.93          5.63          5.18 
73...................          12.626        12.831        13.129        13.638 
                                 6.17          5.96          5.65          5.20 
73 16/32.............          12.516        12.718        13.010        13.508 
                                 6.20          5.99          5.68          5.21 
74...................          12.408        12.606        12.891        13.380 
                                 6.23          6.01          5.70          5.23 
74 16/32.............          12.301        12.495        12.774        13.252 
                                 6.26          6.04          5.72          5.25 
75...................          12.196        12.386        12.659        13.126 
                                 6.29          6.07          5.74          5.27 
75 16/32.............          12.091        12.277        12.544        13.001 
                                 6.32          6.09          5.77          5.28 
76...................          11.988        12.170        12.431        12.877 
                                 6.35          6.12          5.79          5.30 
76 16/32.............          11.886        12.064        12.319        12.755 
                                 6.38          6.14          5.81          5.32 
77...................          11.785        11.959        12.208        12.634 
                                 6.41          6.17          5.83          5.33 
77 16/32.............          11.685        11.855        12.098        12.513 
                                 6.44          6.19          5.85          5.35 
78...................          11.586        11.752        11.989        12.394 
                                 6.47          6.22          5.87          5.37 
<PAGE>

<TABLE>
<CAPTION>
                                      20% Annual Default Rate
                                      -----------------------                                                    
       Price (%)              0%            2%            4%            8%                                     
- ----------------------   ------------  ------------  ------------  ------------                                     
<S>                          <C>           <C>           <C>           <C>
Total Assumed Defaults                                                                                                     
From Month 13                                                                                                              
Through Month 72                61.1%         57.6%         54.3%         48.1%                              
                                  N/A         11.34          8.95          7.27  Weighted Average Life (years) 
                                10/94         10/94         10/94         10/94  First Principal Payment Date 
                        $39,562,574**         08/13         04/08         07/04  Last Principal Payment  Date
72 16/32.............          11.336        12.521        13.375        14.459  Yield to Maturity (%)       
                                 7.95          6.59          5.58          4.65  Duration                    
73...................          11.251        12.417        13.253        14.313  Yield to Maturity (%)       
                                 7.99          6.61          5.60          4.67  Duration                    
73 16/32.............          11.166        12.315        13.132        14.168  Yield to Maturity (%)       
                                 8.03          6.64          5.62          4.68  Duration                    
74...................          11.083        12.214        13.013        14.025  Yield to Maturity (%)       
                                 8.06          6.67          5.64          4.69  Duration                    
74 16/32.............          11.000        12.114        12.895        13.883  Yield to Maturity (%)       
                                 8.10          6.69          5.65          4.71  Duration                    
75...................          10.918        12.015        12.777        13.742  Yield to Maturity (%)       
                                 8.13          6.72          5.67          4.72  Duration                    
75 16/32.............          10.837        11.917        12.661        13.603  Yield to Maturity (%)       
                                 8.17          6.74          5.69          4.74  Duration                    
76...................          10.757        11.820        12.547        13.465  Yield to Maturity (%)       
                                 8.20          6.77          5.71          4.75  Duration                    
76 16/32.............          10.678        11.724        12.433        13.328  Yield to Maturity (%)       
                                 8.24          6.79          5.73          4.76  Duration                    
77...................          10.600        11.629        12.320        13.192  Yield to Maturity (%)       
                                 8.27          6.81          5.74          4.78  Duration                    
77 16/32.............          10.522        11.535        12.209        13.058  Yield to Maturity (%)       
                                 8.31          6.84          5.76          4.79  Duration                    
78...................          10.446        11.442        12.098        12.925  Yield to Maturity (%)       
                                 8.34          6.86          5.78          4.80  Duration                    
</TABLE>

<PAGE>
                                                              
<TABLE>
<CAPTION>
                               30% Annual Default Rate
                               -----------------------
       Price (%)               0%              2%              4%              8%
- ----------------------   --------------  --------------  --------------  --------------
<S>                           <C>             <C>             <C>             <C>
Total Assumed Defaults
From Month 13
Through Month 72                  76.5%           72.4%           68.5%           61.3%
                                    N/A             N/A             N/A             N/A
                                  10/94           10/94           10/94           10/94
                         $117,406,153**  $117,469,535**  $117,034,050**   $21,398,000**
72 16/32.............             3.553           5.883           8.311          13.467
                                  10.83            8.40            6.88            4.97
73...................             3.491           5.802           8.212          13.330
                                  10.87            8.43            6.90            4.99
73 16/32.............             3.429           5.722           8.115          13.195
                                  10.92            8.47            6.93            5.00
74...................             3.367           5.643           8.018          13.061
                                  10.96            8.50            6.96            5.02
74 16/32.............             3.306           5.565           7.922          12.928
                                  11.00            8.54            6.99            5.04
75...................             3.246           5.487           7.827          12.797
                                  11.04            8.57            7.02            5.06
75 16/32.............             3.187           5.410           7.734          12.667
                                  11.08            8.61            7.04            5.08
76...................             3.128           5.335           7.641          12.538
                                  11.12            8.64            7.07            5.10
76 16/32.............             3.069           5.259           7.549          12.411
                                  11.16            8.68            7.10            5.11
77...................             3.011           5.185           7.458          12.284
                                  11.20            8.71            7.13            5.13
77 16/32.............             2.954           5.112           7.368          12.160
                                  11.24            8.74            7.15            5.15
78...................             2.898           5.039           7.279          12.036
                                  11.28            8.78            7.18            5.17
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                               40% Annual Default Rate
                                               -----------------------
       Price (%)               0%              2%              4%              8%
- ----------------------   --------------  --------------  --------------  --------------
<S>                           <C>             <C>             <C>             <C>
Total Assumed Defaults
From Month 13
Through Month 72                  85.8%           81.6%           77.6%           70.1%
                                    N/A             N/A             N/A             N/A  Weighted Average Life (years)
                                  10/94           10/94           10/94           10/94  First Principal Payment Date
                         $118,652,476**  $118,715,915**  $118,811,801**   $97,062,567**  Last Principal Payment Date
72 16/32.............               ***         (3.112)           0.333           6.822  Yield to Maturity (%)
                                                  12.39            8.44            5.05  Duration
73...................               ***         (3.167)           0.253           6.688  Yield to Maturity (%)
                                                  12.43            8.48            5.07  Duration
73 16/32.............               ***         (3.222)           0.173           6.554  Yield to Maturity (%)
                                                  12.47            8.51            5.09  Duration
74...................               ***         (3.276)           0.094           6.422  Yield to Maturity (%)
                                                  12.52            8.55            5.11  Duration
74 16/32.............               ***         (3.329)           0.016           6.292  Yield to Maturity (%)
                                                  12.56            8.58            5.13  Duration
75...................               ***         (3.382)         (0.061)           6.163  Yield to Maturity (%)
                                                  12.60            8.62            5.15  Duration
75 16/32.............               ***         (3.434)         (0.137)           6.035  Yield to Maturity (%)
                                                  12.64            8.65            5.17  Duration
76...................               ***         (3.485)         (0.212)           5.909  Yield to Maturity (%)
                                                  12.69            8.69            5.19  Duration
76 16/32.............               ***         (3.537)         (0.287)           5.784  Yield to Maturity (%)
                                                  12.73            8.72            5.21  Duration
77...................               ***         (3.587)         (0.361)           5.660  Yield to Maturity (%)
                                                  12.77            8.76            5.23  Duration
77 16/32.............               ***         (3.638)         (0.434)           5.538  Yield to Maturity (%)
                                                  12.81            8.79            5.25  Duration
78...................               ***         (3.687)         (0.507)           5.417  Yield to Maturity (%)
                                                  12.85            8.83            5.28  Duration
<FN>
- ----------
*   See "Special Yield  Considerations"  for a discussion of other  assumptions
    used in preparing the Tables.
**  Principal  balance remaining (before any accrued and unpaid interest) after
    assets of the Trust Fund are  exhausted.
*** Indicates a yield of (25.00)% or less and  therefore  that  investors  will
    suffer a loss of a substantial portion of their initial investment.
</FN>
</TABLE>

<PAGE>

                                    Table 20

Weighted  Average Life,  First Principal  Payment Date,  Last Principal  Payment
Date,  Yield and Duration of Class E  Certificates  at Various  Assumed  Prices,
Percentages of CPR, and Mortgage Loan Default Rates and Assuming LIBOR Increases
3% and 3-Year Balloon Extensions*

                             10% Annual Default Rate
                             -----------------------
       Price (%)              0%            2%            4%          8%
- ----------------------   ------------  ------------  ------------  ----------
Total Assumed Defaults
From Month 13
Through Month 72                36.8%         34.5%         32.4%     28.5%  
                                16.59         14.49         12.53      9.89  
                                10/94         10/94         10/94     10/94  
                                05/15         09/13         09/11     07/08  
72 16/32.............          12.094        12.336        12.656    13.276  
                                 7.20          6.85          6.41      5.71  
73...................          11.999        12.237        12.550    13.157  
                                 7.24          6.88          6.44      5.73  
73 16/32.............          11.906        12.139        12.445    13.039  
                                 7.27          6.90          6.46      5.75  
74...................          11.814        12.041        12.341    12.922  
                                 7.30          6.93          6.48      5.76  
74 16/32.............          11.723        11.945        12.239    12.806  
                                 7.33          6.96          6.51      5.78  
75...................          11.632        11.850        12.137    12.692  
                                 7.37          6.99          6.53      5.80  
75 16/32.............          11.543        11.756        12.036    12.578  
                                 7.40          7.01          6.55      5.82  
76...................          11.455        11.663        11.936    12.466  
                                 7.43          7.04          6.58      5.83  
76 16/32.............          11.367        11.571        11.838    12.354  
                                 7.46          7.07          6.60      5.85  
77...................          11.281        11.479        11.740    12.244  
                                 7.49          7.10          6.62      5.87  
77 16/32.............          11.195        11.389        11.643    12.135  
                                 7.52          7.12          6.64      5.88  
78...................          11.111        11.300        11.547    12.027  
                                 7.55          7.15          6.67      5.90  
<PAGE>

<TABLE>
<CAPTION>
                                               20% Annual Default Rate
                                               -----------------------                                               
       Price (%)              0%             2%             4%             8%                                
- ----------------------  --------------  ------------  ------------  ------------                                
<S>                          <C>            <C>            <C>            <C>
Total Assumed Defaults                                                                                                
From Month 13                                                                                                         
Through Month 72                 61.1%         57.6%         54.3%         48.1%                          
                                   N/A         13.38          9.91          7.78  Weighted Average Life (years)
                                 10/94         10/94         10/94         10/94  First Principal Payment Date
                         $99,179,747**         03/19         03/10         08/05  Last Principal Payment Date
72 16/32.............           10.375        12.011        12.897        14.061  Yield to Maturity (%)
                                  8.78          7.47          6.17          5.00  Duration
73...................           10.297        11.920        12.787        13.924  Yield to Maturity (%)   
                                  8.81          7.50          6.19          5.01  Duration                
73 16/32.............           10.221        11.830        12.677        13.789  Yield to Maturity (%)   
                                  8.85          7.53          6.21          5.02  Duration                
74...................           10.145        11.741        12.569        13.656  Yield to Maturity (%)   
                                  8.88          7.56          6.23          5.04  Duration                
74 16/32.............           10.070        11.653        12.462        13.523  Yield to Maturity (%)   
                                  8.92          7.59          6.25          5.05  Duration                
75...................            9.996        11.565        12.356        13.392  Yield to Maturity (%)   
                                  8.95          7.61          6.27          5.06  Duration                
75 16/32.............            9.922        11.479        12.251        13.262  Yield to Maturity (%)   
                                  8.98          7.64          6.29          5.08  Duration                
76...................            9.849        11.393        12.147        13.133  Yield to Maturity (%)   
                                  9.01          7.67          6.30          5.09  Duration                
76 16/32.............            9.777        11.309        12.044        13.006  Yield to Maturity (%)   
                                  9.05          7.69          6.32          5.10  Duration                
77...................            9.706        11.225        11.942        12.879  Yield to Maturity (%)   
                                  9.08          7.72          6.34          5.12  Duration                
77 16/32.............            9.635        11.142        11.841        12.754  Yield to Maturity (%)   
                                  9.11          7.75          6.36          5.13  Duration                
78...................            9.565        11.060        11.741        12.630  Yield to Maturity (%)   
                                  9.14          7.77          6.37          5.14  Duration                
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                               30% Annual Default Rate
                               -----------------------
       Price (%)               0%              2%              4%              8%
- ----------------------   --------------  --------------  --------------  --------------
<S>                           <C>             <C>             <C>             <C>
Total Assumed Defaults
From Month 13
Through Month 72                  76.5%           72.4%           68.5%           61.3%
                                    N/A             N/A             N/A             N/A
                                  10/94           10/94           10/94           10/94
                         $122,933,782**  $122,894,804**  $122,889,811**   $42,264,245**
72 16/32.............             2.755           5.037           7.410          12.443
                                  11.93            9.16            7.43            5.28
73...................             2.698           4.962           7.318          12.314
                                  11.97            9.19            7.46            5.30
73 16/32.............             2.641           4.889           7.227          12.186
                                  12.01            9.23            7.48            5.32
74...................             2.585           4.816           7.138          12.060
                                  12.05            9.26            7.51            5.33
74 16/32.............             2.530           4.744           7.049          11.935
                                  12.08            9.29            7.54            5.35
75...................             2.475           4.673           6.961          11.811
                                  12.12            9.33            7.56            5.37
75 16/32.............             2.421           4.602           6.874          11.689
                                  12.16            9.36            7.59            5.39
76...................             2.367           4.532           6.788          11.568
                                  12.20            9.39            7.62            5.41
76 16/32.............             2.314           4.463           6.703          11.447
                                  12.23            9.42            7.64            5.42
77...................             2.261           4.395           6.618          11.329
                                  12.27            9.46            7.67            5.44
77 16/32.............             2.209           4.327           6.535          11.211
                                  12.31            9.49            7.70            5.46
78...................             2.157           4.260           6.452          11.094
                                  12.34            9.52            7.72            5.48
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                               40% Annual Default Rate
                                               -----------------------
       Price (%)               0%              2%              4%              8%
- ----------------------   --------------  --------------  --------------  --------------
<S>                           <C>             <C>             <C>             <C>
Total Assumed Defaults
From Month 13
Through Month 72                  85.8%           81.6%           77.6%           70.1%
                                    N/A             N/A             N/A             N/A  Weighted Average Life (years)
                                  10/94           10/94           10/94           10/94  First Principal Payment Date
                         $123,174,214**  $123,178,517**  $123,190,612**  $106,665,901**  Last Principal Payment Date
72 16/32.............               ***         (4.010)         (0.486)           5.797  Yield to Maturity (%)
                                                  13.74            9.20            5.39  Duration
73...................               ***         (4.059)         (0.560)           5.671  Yield to Maturity (%)
                                                  13.78            9.24            5.41  Duration
73 16/32.............               ***         (4.108)         (0.633)           5.546  Yield to Maturity (%)
                                                  13.82            9.27            5.43  Duration
74...................               ***         (4.157)         (0.706)           5.422  Yield to Maturity (%)
                                                  13.86            9.31            5.45  Duration
74 16/32.............               ***         (4.205)         (0.777)           5.300  Yield to Maturity (%)
                                                  13.90            9.34            5.47  Duration
75...................               ***         (4.252)         (0.848)           5.179  Yield to Maturity (%)
                                                  13.94            9.37            5.49  Duration
75 16/32.............               ***         (4.300)         (0.918)           5.059  Yield to Maturity (%)
                                                  13.98            9.41            5.51  Duration
76...................               ***         (4.346)         (0.988)           4.941  Yield to Maturity (%)
                                                  14.02            9.44            5.53  Duration
76 16/32.............               ***         (4.393)         (1.057)           4.823  Yield to Maturity (%)
                                                  14.05            9.47            5.55  Duration
77...................               ***         (4.439)         (1.125)           4.707  Yield to Maturity (%)
                                                  14.09            9.51            5.57  Duration
77 16/32.............               ***         (4.484)         (1.192)           4.592  Yield to Maturity (%)
                                                  14.13            9.54            5.59  Duration
78...................               ***         (4.529)         (1.259)           4.478  Yield to Maturity (%)
                                                  14.17            9.57            5.61  Duration
<FN>
- ----------
*   See "Special Yield  Considerations"  for a discussion of other  assumptions
    used in preparing the Tables.
**  Principal  balance remaining (before any accrued and unpaid interest) after
    assets of the Trust Fund are exhausted.
*** Indicates a yield of (25.00)% or less and  therefore  that  investors  will
    suffer a loss of a substantial portion of their initial investment.
</FN>
</TABLE>

<PAGE>
                                    Table 21

Weighted  Average Life,  First Principal  Payment Date,  Last Principal  Payment
Date,  Yield and Duration of Class F  Certificates  at Various  Assumed  Prices,
Percentages of CPR, and Mortgage Loan Default Rates and Assuming Unchanged LIBOR
and No Extensions*

<TABLE>
<CAPTION>
                                  10% Annual Default Rate                                      20% Annual Default Rate
                          -----------------------------------------                          -----------------------------
       Price (%)           0%      2%              4%            8%          0%        2%          4%        8%
- ----------------------   ------ ----------      ---------   ----------   -------   --------    --------   ---------
<C>                      <C>        <C>          <C>           <C>        <C>       <C>         <C>          <C>   
Total Assumed Defaults
From Month 13
Through Month 72         32.6%       30.6%        28.8%         25.4%          %         %           %            %
                          7.18        7.56         7.70          7.43      12.35      9.60        7.58         6.39
                         10/94       10/94        10/94         10/94      10/94     10/94       10/94        10/94
                         12/09       09/08        11/07         02/06      09/12     02/09       05/06        02/04
71 10/32.............   16.193      15.859       15.652        15.552     13.306    14.304      15.386       16.076
                          3.52        3.68         3.80          3.92       5.40      4.62        4.01         3.74
72 10/32.............   15.804      15.486       15.291        15.201     13.053    14.007      15.044       15.709
                          3.57        3.73         3.85          3.97       5.49      4.69        4.06         3.78
73 10/32.............   15.425      15.123       14.940        14.860     12.807    13.719      14.710       15.350
                          3.62        3.78         3.90          4.01       5.58      4.75        4.11         3.81
74 10/32.............   15.057      14.770       14.598        14.527     12.568    13.438      14.385       15.000
                          3.67        3.83         3.95          4.06       5.66      4.81        4.15         3.85
75 10/32.............   14.698      14.427       14.265        14.202     12.336    13.164      14.068       14.657
                          3.72        3.88         4.00          4.10       5.75      4.88        4.20         3.88
76 10/32.............   14.348      14.092       13.940        13.885     12.110    12.897      13.758       14.321
                          3.77        3.93         4.05          4.15       5.83      4.94        4.24         3.92
77 10/32.............   14.007      13.765       13.623        13.575     11.890    12.637      13.455       13.993
                          3.81        3.98         4.10          4.19       5.91      5.00        4.29         3.95
78 10/32.............   13.675      13.447       13.314        13.272     11.676    12.384      13.159       13.672
                          3.86        4.03         4.15          4.23       6.00      5.06        4.33         3.99
79 10/32.............   13.351      13.136       13.012        12.977     11.467    12.136      12.870       13.358
                          3.90        4.08         4.20          4.28       6.08      5.12        4.38         4.02
80 10/32.............   13.034      12.833       12.718        12.687     11.264    11.895      12.588       13.050
                          3.95        4.12         4.24          4.32       6.15      5.17        4.42         4.05
81 10/32.............   12.725      12.537       12.430        12.404     11.065    11.659      12.311       12.748
                          4.00        4.17         4.29          4.36       6.23      5.23        4.46         4.09
82 10/32.............   12.423      12.248       12.149        12.127     10.872    11.428      12.040       12.452
                          4.04        4.22         4.34          4.40       6.31      5.29        4.50         4.12
</TABLE>

                                   Price (%)
                                   ---------
                            Total Assumed Defaults
                            From Month 13
                            Through Month 72
                                                    Weighted Average Life
                                                    (years)
                                                    First Principal Payment
                                                    Date
                                                    Last Principal Payment
                                                    Date
                            71 10/32.............   Yield to Maturity (%)
                                                    Duration
                            72 10/32.............   Yield to Maturity (%)
                                                    Duration
                            73 10/32.............   Yield to Maturity (%)
                                                    Duration
                            74 10/32.............   Yield to Maturity (%)
                                                    Duration
                            75 10/32.............   Yield to Maturity (%)
                                                    Duration
                            76 10/32.............   Yield to Maturity (%)
                                                    Duration
                            77 10/32.............   Yield to Maturity (%)
                                                    Duration
                            78 10/32.............   Yield to Maturity (%)
                                                    Duration
                            79 10/32.............   Yield to Maturity (%)
                                                    Duration
                            80 10/32.............   Yield to Maturity (%)
                                                    Duration
                            81 10/32.............   Yield to Maturity (%)
                                                    Duration
                            82 10/32.............   Yield to Maturity (%)
                                                    Duration

<TABLE>
<CAPTION>
                                         30% Annual Default Rate                             40% Annual Default Rate
                                         -----------------------                             -----------------------
   Price (%)              0%            2%            4%     8%              0%              2%               4%           8%
- ------------              --            --            --     --              --              --               --           --
<S>             <C>            <C>           <C>             <C>    <C>             <C>            <C>            <C>          
Total Assumed
Defaults From
Month 13 
Through Month 72       69.3%           65.7%         62.3%   55.9%          78.5%           74.8%          71.2%          64.5%
                         N/A             N/A           N/A    6.57            N/A             N/A            N/A            N/A
                       10/94           10/94         10/94   10/94          10/94           10/94          10/94          10/94
               $34,530,497**   $34,785,151** $35,065,135**   09/05  $36,402,994**   $36,584,987**  $36,800,132**  $37,181,412**
71 10/32........         ***         (0.791)         8.133  15.703            ***             ***            ***        (3.891)
                                        9.54          7.32    3.94                                                         9.46
72 10/32........         ***         (0.934)         7.946  15.354            ***             ***            ***        (4.035)
                                        9.72          7.43    3.98                                                         9.59
73 10/32........         ***         (1.073)         7.764  15.013            ***             ***            ***        (4.176)
                                        9.90          7.53    4.01                                                         9.73
74 10/32........         ***         (1.208)         7.586  14.679            ***             ***            ***        (4.314)
                                       10.08          7.63    4.05                                                         9.86
75 10/32........         ***         (1.338)         7.414  14.353            ***             ***            ***        (4.447)
                                       10.25          7.74    4.08                                                         9.99
76 10/32........         ***         (1.465)         7.246  14.034            ***             ***            ***        (4.577)
                                       10.41          7.83    4.12                                                        10.11
77 10/32........         ***         (1.588)         7.082  13.722            ***             ***            ***        (4.704)
                                       10.57          7.93    4.15                                                        10.24
78 10/32........         ***         (1.708)         6.922  13.417            ***             ***            ***        (4.828)
                                       10.73          8.03    4.19                                                        10.36
79 10/32........         ***         (1.824)         6.766  13.117            ***             ***            ***        (4.949)
                                       10.89          8.12    4.22                                                        10.48
80 10/32........         ***         (1.937)         6.614  12.824            ***             ***            ***        (5.067)
                                       11.04          8.21    4.26                                                        10.59
81 10/32........         ***         (2.048)         6.465  12.537            ***             ***            ***        (5.182)
                                       11.19          8.30    4.29                                                        10.71
82 10/32........         ***         (2.156)         6.320  12.255            ***             ***            ***        (5.295)
                                       11.34          8.39    4.32                                                        10.82


                                   Price (%)
                                   ---------
                            Total Assumed Defaults
                            From Month 13
                            Through Month 72
                                                    Weighted Average Life
                                                    (years)
                                                    First Principal Payment
                                                    Date
                                                    Last Principal Payment
                                                    Date
                            71 10/32.............   Yield to Maturity (%)
                                                    Duration
                            72 10/32.............   Yield to Maturity (%)
                                                    Duration
                            73 10/32.............   Yield to Maturity (%)
                                                    Duration
                            74 10/32.............   Yield to Maturity (%)
                                                    Duration
                            75 10/32.............   Yield to Maturity (%)
                                                    Duration
                            76 10/32.............   Yield to Maturity (%)
                                                    Duration
                            77 10/32.............   Yield to Maturity (%)
                                                    Duration
                            78 10/32.............   Yield to Maturity (%)
                                                    Duration
                            79 10/32.............   Yield to Maturity (%)
                                                    Duration
                            80 10/32.............   Yield to Maturity (%)
                                                    Duration
                            81 10/32.............   Yield to Maturity (%)
                                                    Duration
                            82 10/32.............   Yield to Maturity (%)
                                                    Duration
- ----------
<FN>
 *  See "Special  Yield  Considerations"  for a discussion of other  assumptions
    used in preparing the Tables.  
** Principal  balance  remaining  (before any
    accrued and unpaid interest) after assets of the Trust Fund are exhausted.
***  Indicates a yield of (25.00)% or less and  therefore  that  investors  will
suffer a loss of a substantial portion of their initial investment.
</FN>
</TABLE>


<PAGE>

                                    Table 22

Weighted  Average Life,  First Principal  Payment Date,  Last Principal  Payment
Date,  Yield and Duration of Class F  Certificates  at Various  Assumed  Prices,
Percentages of CPR, and Mortgage Loan Default Rates and Assuming LIBOR Decreases
1% and No Extensions*

<TABLE>
<CAPTION>
                                  10% Annual Default Rate             20% Annual Default Rate
                                  -----------------------             -----------------------
    Price (%)         0%          2%        4%       8%        0%        2%           4%               8%
- -------------         --          --        --       --        --        --           --               --
<C>                 <C>        <C>        <C>       <C>       <C>       <C>         <C>              <C>                          
Total Assumed
Defaults
From Month 13
Through Month 72     32.6%      30.6%      28.8%     25.4%     54.7%     51.7%       48.8%            43.9%
                      5.25       5.76       6.08      6.13      9.66      7.76        6.16             5.40  Weighted Average Life
                                                                                                             (years)
                     10/94      10/94      10/94     10/94     10/94     10/94       10/94            10/94  First Principal Payment
                                                                                                             Date
                     11/06      07/07      08/06     12/04     04/10     05/07       10/04            01/03  Last Principal Payment
                                                                                                             Date
71 10/32..........  18.231     17.645     17.218    16.849    14.713    15.649      16.753           17.312  Yield to Maturity (%)
                      2.82       2.97       3.12      3.30      4.16      3.73        3.34             3.21  Duration
72 10/32..........  17.744     17.184     16.778    16.433    14.384    15.282      16.343           16.884  Yield to Maturity (%)
                      2.86       3.02       3.16      3.34      4.23      3.79        3.39             3.24  Duration
73 10/32..........  17.271     16.735     16.350    16.028    14.066    14.926      15.944           16.466  Yield to Maturity (%)
                      2.89       3.06       3.20      3.38      4.31      3.85        3.43             3.28  Duration
74 10/32..........  16.809     16.299     15.934    15.634    13.757    14.579      15.554           16.058  Yield to Maturity (%)
                      2.93       3.10       3.25      3.43      4.38      3.91        3.47             3.31  Duration
75 10/32..........  16.360     15.874     15.528    15.249    13.457    14.243      15.175           15.659  Yield to Maturity (%)
                      2.97       3.14       3.29      3.47      4.46      3.96        3.51             3.34  Duration
76 10/32..........  15.922     15.460     15.133    14.874    13.166    13.915      14.805           15.270  Yield to Maturity (%)
                      3.01       3.18       3.34      3.51      4.53      4.02        3.55             3.38  Duration
77 10/32..........  15.495     15.057     14.749    14.508    12.883    13.596      14.443           14.889  Yield to Maturity (%)
                      3.04       3.22       3.38      3.55      4.60      4.07        3.59             3.41  Duration
78 10/32..........  15.079     14.664     14.373    14.151    12.608    13.285      14.090           14.517  Yield to Maturity (%)
                      3.08       3.26       3.42      3.59      4.68      4.13        3.63             3.44  Duration
79 10/32..........  14.672     14.280     14.007    13.802    12.341    12.982      13.745           14.152  Yield to Maturity (%)
                      3.12       3.30       3.46      3.63      4.75      4.18        3.67             3.47  Duration
80 10/32..........  14.276     13.906     13.650    13.461    12.081    12.686      13.409           13.795  Yield to Maturity (%)
                      3.15       3.34       3.50      3.67      4.82      4.23        3.71             3.50  Duration
81 10/32..........  13.889     13.541     13.302    13.127    11.828    12.398      13.079           13.446  Yield to Maturity (%)
                      3.19       3.38       3.54      3.70      4.88      4.29        3.75             3.53  Duration
82 10/32..........  13.510     13.185     12.962    12.802    11.581    12.116      12.757           13.104  Yield to Maturity (%)
                      3.22       3.42       3.58      3.74      4.95      4.34        3.79             3.56  Duration
</TABLE>

<TABLE>
<CAPTION>
                                            30% Annual Default Rate
                                            -----------------------
   Price (%)                     0%               2%               4%               8%
   ---------                     --               --               --               --
<S>                       <C>             <C>              <C>                      <C>  
Total Assumed Defaults
From Month 13
Through Month 72                69.3%            65.7%            62.3%            55.9%
                                  N/A              N/A              N/A             5.35
                                10/94            10/94            10/94            10/94
                        $31,352,838**    $31,706,136**    $32,090,327**            04/03
71 10/32.............        (22.000)            5.764           11.259           17.173
                                 1.72             7.46             5.94             3.28
72 10/32.............        (22.799)            5.581           11.028           16.755
                                 1.73             7.61             6.04             3.32
73 10/32.............        (23.580)            5.404           10.804           16.346
                                 1.75             7.76             6.13             3.35
74 10/32.............        (24.345)            5.232           10.587           15.947
                                 1.76             7.90             6.23             3.38
75 10/32.............             ***            5.066           10.376           15.557
                                                  8.04             6.32             3.41
76 10/32.............             ***            4.904           10.170           15.175
                                                  8.18             6.42             3.44
77 10/32.............             ***            4.748            9.970           14.801
                                                  8.31             6.51             3.47
78 10/32.............             ***            4.596            9.776           14.436
                                                  8.45             6.60             3.50
79 10/32.............             ***            4.448            9.586           14.078
                                                  8.58             6.69             3.53
80 10/32.............             ***            4.304            9.402           13.727
                                                  8.71             6.77             3.56
81 10/32.............             ***            4.164            9.221           13.384
                                                  8.83             6.86             3.59
82 10/32.............             ***            4.027            9.046           13.047
                                                  8.95             6.94             3.62


</TABLE>

<TABLE>
<CAPTION>
                                               40% Annual Default Rate
                                               -----------------------
       Price (%)                    0%               2%               4%            8%
       ---------                    --               --               --            --
<S>                         <C>              <C>            <C>            <C>
Total Assumed Defaults
From Month 13
Through Month 72                   78.5%            74.8%         71.2%           64.5%
                                     N/A              N/A           N/A             N/A  Weighted Average Life (years)
                                   10/94            10/94         10/94           10/94  First Principal Payment Date
                           $33,780,487**    $34,025,669**  $34,315,690**  $34,833,251**  Last Principal Payment Date
71 10/32.............                ***              ***           ***           2.023  Yield to Maturity (%)
                                                                                   6.75  Duration
72 10/32.............                ***              ***           ***           1.821  Yield to Maturity (%)
                                                                                   6.86  Duration
73 10/32.............                ***              ***           ***           1.623  Yield to Maturity (%)
                                                                                   6.96  Duration
74 10/32.............                ***              ***           ***           1.432  Yield to Maturity (%)
                                                                                   7.07  Duration
75 10/32.............                ***              ***           ***           1.246  Yield to Maturity (%)
                                                                                   7.17  Duration
76 10/32.............                ***              ***           ***           1.065  Yield to Maturity (%)
                                                                                   7.27  Duration
77 10/32.............                ***              ***           ***           0.888  Yield to Maturity (%)
                                                                                   7.37  Duration
78 10/32.............                ***              ***           ***           0.716  Yield to Maturity (%)
                                                                                   7.46  Duration
79 10/32.............                ***              ***           ***           0.549  Yield to Maturity (%)
                                                                                   7.56  Duration
80 10/32.............                ***              ***           ***           0.385  Yield to Maturity (%)
                                                                                   7.65  Duration
81 10/32.............                ***              ***           ***           0.226  Yield to Maturity (%)
                                                                                   7.74  Duration
82 10/32.............                ***              ***           ***           0.070  Yield to Maturity (%)
                                                                                   7.84  Duration

- ----------
<FN>

*    See "Special Yield  Considerations"  for a discussion of other  assumptions
     used in preparing the Tables.  
**   Principal  balance  remaining (before any
     accrued and unpaid interest) after assets of the Trust Fund are exhausted.
***  Indicates a yield of (25.00)% or less and  therefore  that  investors  will
     suffer a loss of a substantial portion of their initial investment.
</FN>
</TABLE>

<PAGE>
                                    Table 23

Weighted  Average Life,  First Principal  Payment Date,  Last Principal  Payment
Date,  Yield and Duration of Class F  Certificates  at Various  Assumed  Prices,
Percentages of CPR, and Mortgage Loan Default Rates and Assuming LIBOR Increases
1% and No Extensions*

<TABLE>
<CAPTION>
                                10% Annual Default Rate                      20% Annual Default Rate
                                -----------------------                      -----------------------
     Price (%)             0%          2%          4%       8%         0%         2%         4%        8%
- --------------             --          --          --       --         --         --         --        --
<C>                     <C>         <C>        <C>        <C>        <C>        <C>       <C>       <C>
Total Assumed Defaults
From Month 13
Through Month 72         32.6%       30.6%      28.8%      25.4%      54.7%      51.7%     48.8%     43.4%
                          9.91        9.95       9.73       9.11      15.06      12.18      9.43      7.72  Weighted Average Life
                                                                                                            (years)
                         10/94       10/94      10/94      10/94      10/94      10/94     10/94     10/94  First Principal Payment
                                                                                                            Date
                         10/11       06/10      04/09      06/07      06/14      01/12     02/08     08/05  Last Principal Payment
                                                                                                            Date
71 10/32.............   14.530      14.404     14.367     14.426     12.277     13.121    14.207    14.942  Yield to Maturity (%)
                          4.47        4.58       4.65       4.67       6.93       5.80      4.84      4.40  Duration
72 10/32.............   14.223      14.104     14.071     14.132     12.079     12.885    13.923    14.630  Yield to Maturity (%)
                          4.53        4.64       4.70       4.72       7.03       5.88      4.89      4.44  Duration
73 10/32.............   13.924      13.813     13.783     13.845     11.886     12.654    13.646    14.325  Yield to Maturity (%)
                          4.59        4.70       4.76       4.77       7.12       5.95      4.94      4.48  Duration
74 10/32.............   13.633      13.529     13.503     13.565     11.699     12.430    13.376    14.026  Yield to Maturity (%)
                          4.64        4.76       4.81       4.82       7.21       6.02      5.00      4.52  Duration
75 10/32.............   13.349      13.252     13.229     13.292     11.516     12.211    13.112    13.734  Yield to Maturity (%)
                          4.70        4.82       4.87       4.87       7.30       6.09      5.05      4.56  Duration
76 10/32.............   13.073      12.982     12.962     13.024     11.338     11.997    12.854    13.448  Yield to Maturity (%)
                          4.76        4.87       4.92       4.92       7.39       6.16      5.10      4.59  Duration
77 10/32.............   12.803      12.718     12.701     12.763     11.164     11.789    12.602    13.167  Yield to Maturity (%)
                          4.82        4.93       4.98       4.97       7.48       6.23      5.14      4.63  Duration
78 10/32.............   12.540      12.461     12.446     12.508     10.995     11.585    12.355    12.893  Yield to Maturity (%)
                          4.87        4.98       5.03       5.01       7.56       6.29      5.19      4.67  Duration
79 10/32.............   12.283      12.210     12.197     12.258     10.829     11.386    12.114    12.624  Yield to Maturity (%)
                          4.93        5.04       5.08       5.06       7.64       6.36      5.24      4.70  Duration
80 10/32.............   12.032      11.964     11.954     12.013     10.667     11.192    11.878    12.361  Yield to Maturity (%)
                          4.99        5.09       5.13       5.10       7.73       6.42      5.29      4.74  Duration
81 10/32.............   11.787      11.724     11.716     11.773     10.509     11.001    11.646    12.103  Yield to Maturity (%)
                          5.04        5.15       5.19       5.15       7.81       6.49      5.33      4.77  Duration
82 10/32.............   11.548      11.490     11.483     11.539     10.355     10.815    11.420    11.849  Yield to Maturity (%)
                          5.09        5.20       5.24       5.19       7.89       6.55      5.38      4.81  Duration
</TABLE>

<TABLE>
                                            30% Annual Default Rate
                                            -----------------------
       Price (%)                  0%             2%               4%               8%
- ----------------------      ------------- ---------------  ---------------  ---------
<S>                       <C>             <C>              <C>                 <C>
Total Assumed Defaults
From Month 13
Through Month 72                69.3%            65.7%            62.3%         55.9%
                                  N/A              N/A              N/A          8.72
                                10/94            10/94            10/94         10/94
                         $37,708,157**   $37,864,167**    $38,039,943**         01/10
71 10/32.............             ***              ***            4.819        14.182
                                                                   9.11          4.93
72 10/32.............             ***              ***            4.669        13.903
                                                                   9.22          4.98
73 10/32.............             ***              ***            4.522        13.631
                                                                   9.33          5.02
74 10/32.............             ***              ***            4.379        13.364
                                                                   9.44          5.07
75 10/32.............             ***              ***            4.239        13.104
                                                                   9.55          5.11
76 10/32.............             ***              ***            4.103        12.849
                                                                   9.65          5.16
77 10/32.............             ***              ***            3.970        12.600
                                                                   9.76          5.20
78 10/32.............             ***              ***            3.840        12.355
                                                                   9.86          5.24
79 10/32.............             ***              ***            3.713        12.116
                                                                   9.96          5.28
80 10/32.............             ***              ***            3.588        11.882
                                                                  10.05          5.33
81 10/32.............             ***              ***            3.467        11.652
                                                                  10.15          5.37
82 10/32.............             ***              ***            3.348        11.427
                                                                  10.24          5.41

</TABLE>


<TABLE>
<CAPTION>
                                               40% Annual Default Rate
                                               -----------------------
       Price (%)                0%               2%               4%               8%
- ----------------------   ---------------  ---------------  ---------------  ---------
Total Assumed Defaults
From Month 13
Through Month 72               78.5%            74.8%            71.2%            64.5%
<S>                    <C>              <C>              <C>              <C>                                    

                                 N/A              N/A              N/A              N/A  Weighted Average Life (years)
                               10/94            10/94            10/94            10/94  First Principal Payment Date
                       $39,025,501**    $39,144,306**    $39,284,574**    $39,529,573**  Last Principal Payment Date
71 10/32.............            ***              ***              ***              ***  Yield to Maturity (%)
                                                                                         Duration
72 10/32.............            ***              ***              ***              ***  Yield to Maturity (%)
                                                                                         Duration
73 10/32.............            ***              ***              ***              ***  Yield to Maturity (%)
                                                                                         Duration
74 10/32.............            ***              ***              ***              ***  Yield to Maturity (%)
                                                                                         Duration
75 10/32.............            ***              ***              ***              ***  Yield to Maturity (%)
                                                                                         Duration
76 10/32.............            ***              ***              ***              ***  Yield to Maturity (%)
                                                                                         Duration
77 10/32.............            ***              ***              ***              ***  Yield to Maturity (%)
                                                                                         Duration
78 10/32.............            ***              ***              ***              ***  Yield to Maturity (%)
                                                                                         Duration
79 10/32.............            ***              ***              ***              ***  Yield to Maturity (%)
                                                                                         Duration
80 10/32.............            ***              ***              ***              ***  Yield to Maturity (%)
                                                                                         Duration
81 10/32.............            ***              ***              ***              ***  Yield to Maturity (%)
                                                                                         Duration
82 10/32.............            ***              ***              ***              ***  Yield to Maturity (%)
                                                                                         Duration

- --------
<FN>
      *   See  "Special  Yield   Considerations"   for  a  discussion  of  other
          assumptions  used  in  preparing  the  Tables.
      **  Principal  balance
          remaining (before any accrued and unpaid interest) after assets of the
          Trust Fund are  exhausted.
     ***  Indicates  a yield of (25.00)% or less and  therefore  that  investors
          will  suffer  a  loss  of  a  substantial  portion  of  their  initial
          investment.
</FN>
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                    Table 24

Weighted  Average Life,  First Principal  Payment Date,  Last Principal  Payment
Date,  Yield and Duration of Class F  Certificates  at Various  Assumed  Prices,
Percentages of CPR, and Mortgage Loan Default Rates and Assuming LIBOR Increases
2% and No Extensions*

                               10% Annual Default Rate                  20% Annual Default Rate
                               -----------------------                  -----------------------
  Price (%)                 0%      2%         4%       8%         0%        2%         4%           8%
- ----------------            --      --         --       --         --        --         --           --
<C>                     <C>       <C>       <C>       <C>       <C>        <C>         <C>         <C>
Total Assumed Defaults
From Month 13
Through Month 72         32.6%     30.6%     28.8%     25.4%     54.7%      51.7%       48.8%       43.4%
                         13.63     13.29     12.68     11.29     18.97      15.19       11.89        9.61  Weighted Average Life
                                                                                                           (years)
                         10/94     10/94     10/94     10/94     10/94      10/94       10/94       10/94  First Principal Payment
                                                                                                           Date
                         11/13     09/12     08/11     04/09     02/20      06/14       09/10       08/07  Last Principal Payment
                                                                                                           Date
71 10/32.............   13.223    13.213    13.259    13.460    11.375     12.176      13.203      13.897  Yield to Maturity (%)
                          5.68      5.73      5.72      5.58      9.06       7.30        5.85        5.23  Duration
72 10/32.............   12.982    12.974    13.019    13.214    11.223     11.988      12.969      13.634  Yield to Maturity (%)
                          5.75      5.80      5.78      5.64      9.17       7.38        5.91        5.28  Duration
73 10/32.............   12.746    12.740    12.785    12.973    11.075     11.804      12.739      13.377  Yield to Maturity (%)
                          5.82      5.86      5.85      5.69      9.27       7.45        5.97        5.32  Duration
74 10/32.............   12.517    12.512    12.556    12.738    10.931     11.625      12.515      13.126  Yield to Maturity (%)
                          5.89      5.93      5.91      5.75      9.37       7.53        6.03        5.36  Duration
75 10/32.............   12.293    12.290    12.333    12.509    10.790     11.450      12.296      12.879  Yield to Maturity (%)
                          5.96      5.99      5.97      5.80      9.46       7.60        6.08        5.40  Duration
76 10/32.............   12.075    12.073    12.115    12.284    10.653     11.279      12.082      12.638  Yield to Maturity (%)
                          6.03      6.06      6.03      5.85      9.56       7.68        6.14        5.45  Duration
77 10/32.............   11.862    11.861    11.902    12.064    10.519     11.111      11.873      12.402  Yield to Maturity (%)
                          6.09      6.12      6.09      5.90      9.65       7.75        6.19        5.49  Duration
78 10/32.............   11.653    11.653    11.693    11.849    10.387     10.947      11.668      12.170  Yield to Maturity (%)
                          6.16      6.18      6.15      5.95      9.74       7.82        6.25        5.53  Duration
79 10/32.............   11.450    11.451    11.489    11.638    10.258     10.787      11.467      11.943  Yield to Maturity (%)
                          6.22      6.25      6.20      6.00      9.83       7.89        6.30        5.57  Duration
80 10/32.............   11.251    11.253    11.290    11.432    10.133     10.630      11.270      11.721  Yield to Maturity (%)
                          6.28      6.31      6.26      6.05      9.92       7.96        6.35        5.60  Duration
81 10/32.............   11.057    11.059    11.095    11.229    10.009     10.477      11.078      11.503  Yield to Maturity (%)
                          6.35      6.37      6.32      6.09     10.01       8.02        6.40        5.64  Duration
82 10/32.............   10.867    10.869    10.903    11.031     9.889     10.326      10.889      11.288  Yield to Maturity (%)
                          6.41      6.43      6.37      6.14     10.09       8.09        6.45        5.68  Duration
</TABLE>

<TABLE>
<CAPTION>
                                             30% Annual Default Rate
                                             -----------------------
       Price (%)               0%             2%               4%                8%
- ----------------------   ------------- ---------------- ----------------  ---------
<S>                     <C>              <C>               <C>              <C>
Total Assumed Defaults
From Month 13
Through Month 72                69.3%            65.7%             62.3%            55.9%
                                  N/A              N/A               N/A              N/A
                                10/94            10/94             10/94            10/94
                        $40,885,816**    $40,943,182**     $41,014,751**    $20,727,344**
71 10/32.............             ***              ***             0.363           11.914
                                                                   11.62             6.16
72 10/32.............             ***              ***             0.244           11.691
                                                                   11.75             6.22
73 10/32.............             ***              ***             0.129           11.473
                                                                   11.87             6.28
74 10/32.............             ***              ***             0.017           11.260
                                                                   11.99             6.33
75 10/32.............             ***              ***           (0.093)           11.052
                                                                   12.11             6.39
76 10/32.............             ***              ***           (0.201)           10.848
                                                                   12.22             6.44
77 10/32.............             ***              ***           (0.306)           10.648
                                                                   12.33             6.50
78 10/32.............             ***              ***           (0.409)           10.453
                                                                   12.44             6.55
79 10/32.............             ***              ***           (0.510)           10.261
                                                                   12.55             6.61
80 10/32.............             ***              ***           (0.608)           10.074
                                                                   12.66             6.66
81 10/32.............             ***              ***           (0.705)            9.890
                                                                   12.76             6.71
82 10/32.............             ***              ***           (0.800)            9.710
                                                                   12.86             6.76

</TABLE>


<TABLE>
<CAPTION>
                                                40% Annual Default Rate
                                                -----------------------
       Price (%)                0%               2%                4%               8%
- ----------------------   ---------------- ----------------  ---------------- ---------
<S>                        <C>               <C>              <C>               <C>
Total Assumed Defaults
From Month 13
Through Month 72                   78.5%             74.8%            71.2%             64.5%
                                     N/A               N/A              N/A               N/A  Weighted Average Life (years)
                                   10/94             10/94            10/94             10/94  First Principal Payment Date
                           $41,648,007**     $41,703,625**    $41,769,016**     $41,877,734**  Last Principal Payment Date
71 10/32.............                ***               ***              ***               ***  Yield to Maturity (%)
                                                                                               Duration
72 10/32.............                ***               ***              ***               ***  Yield to Maturity (%)
                                                                                               Duration
73 10/32.............                ***               ***              ***               ***  Yield to Maturity (%)
                                                                                               Duration
74 10/32.............                ***               ***              ***               ***  Yield to Maturity (%)
                                                                                               Duration
75 10/32.............                ***               ***              ***               ***  Yield to Maturity (%)
                                                                                               Duration
76 10/32.............                ***               ***              ***               ***  Yield to Maturity (%)
                                                                                               Duration
77 10/32.............                ***               ***              ***               ***  Yield to Maturity (%)
                                                                                               Duration
78 10/32.............                ***               ***              ***               ***  Yield to Maturity (%)
                                                                                               Duration
79 10/32.............                ***               ***              ***               ***  Yield to Maturity (%)
                                                                                               Duration
80 10/32.............                ***               ***              ***               ***  Yield to Maturity (%)
                                                                                               Duration
81 10/32.............                ***               ***              ***               ***  Yield to Maturity (%)
                                                                                               Duration
82 10/32.............                ***               ***              ***               ***  Yield to Maturity (%)
                                                                                               Duration
- ----------
<FN>
     *    See  "Special  Yield   Considerations"   for  a  discussion  of  other
          assumptions  used  in  preparing  the  Tables.
     **   Principal  balance
          remaining (before any accrued and unpaid interest) after assets of the
          Trust Fund are  exhausted.
     ***  Indicates  a yield of (25.00)% or less and  therefore  that  investors
          will  suffer  a  loss  of  a  substantial  portion  of  their  initial
          investment.
</FN>
</TABLE>

<PAGE>
                                    Table 25

Weighted  Average Life,  First Principal  Payment Date,  Last Principal  Payment
Date,  Yield and Duration of Class F  Certificates  at Various  Assumed  Prices,
Percentages of CPR, and Mortgage Loan Default Rates and Assuming LIBOR Increases
3% and No Extensions*

<TABLE>
<CAPTION>
                            10% Annual Default Rate                   20% Annual Default Rate
                            -----------------------                   -----------------------
       Price (%)       0%       2%         4%         8%           0%            2%        4%        8%
- ------------------   ------ --------- ---------- ----------    ----------    --------- ---------   ------
<S>                  <C>        <C>      <C>        <C>    <C>             <C>              <C>      <C>
Total Assumed
Defaults
From Month 13
Through Month 72     32.6%      30.6%    28.8%      25.4%          54.7%          51.7%     48.8%    43.4%
                     19.40      18.35    17.24      14.76            N/A            N/A     16.25    12.51  Weighted Average Life
                                                                                                            (years)
                     10/94      10/94    10/94      10/94          10/94          10/94     10/94    10/94  First Principal Payment
                                                                                                            Date
                     06/17      05/16    02/15      12/12  $43,438,809**   $1,187,248**     11/15    04/11  Last Principal Payment
                                                                                                            Date
71 10/32..........  12.166     12.226   12.307     12.564          9.166         11.323    12.231   12.932  Yield to Maturity (%)
                      7.27       7.20     7.10       6.77          11.06           9.34      7.29     6.31  Duration
72 10/32..........  11.977     12.036   12.113     12.360          9.042         11.176    12.043   12.714  Yield to Maturity (%)
                      7.35       7.27     7.17       6.83          11.16           9.42      7.35     6.36  Duration
73 10/32..........  11.792     11.849   11.924     12.162          8.920         11.032    11.858   12.501  Yield to Maturity (%)
                      7.43       7.35     7.24       6.89          11.26           9.51      7.42     6.41  Duration
74 10/32..........  11.613     11.668   11.740     11.968          8.802         10.891    11.678   12.292  Yield to Maturity (%)
                      7.51       7.42     7.31       6.95          11.36           9.59      7.49     6.46  Duration
75 10/32..........  11.437     11.490   11.559     11.778          8.685         10.753    11.502   12.088  Yield to Maturity (%)
                      7.59       7.50     7.38       7.00          11.45           9.67      7.55     6.51  Duration
76 10/32..........  11.265     11.316   11.383     11.592          8.572         10.619    11.330   11.887  Yield to Maturity (%)
                      7.66       7.57     7.45       7.06          11.55           9.75      7.62     6.56  Duration
77 10/32..........  11.098     11.146   11.210     11.409          8.460         10.487    11.161   11.691  Yield to Maturity (%)
                      7.74       7.64     7.51       7.12          11.64           9.83      7.68     6.60  Duration
78 10/32..........  10.934     10.980   11.041     11.231          8.351         10.357    10.995   11.499  Yield to Maturity (%)
                      7.81       7.71     7.58       7.17          11.72           9.90      7.74     6.65  Duration
79 10/32..........  10.773     10.818   10.875     11.056          8.244         10.231    10.833   11.310  Yield to Maturity (%)
                      7.88       7.78     7.64       7.23          11.81           9.98      7.80     6.69  Duration
80 10/32..........  10.616     10.659   10.714     10.885          8.139         10.107    10.675   11.125  Yield to Maturity (%)
                      7.96       7.85     7.71       7.28          11.90          10.05      7.86     6.74  Duration
81 10/32..........  10.463     10.503   10.555     10.717          8.036          9.985    10.519   10.943  Yield to Maturity (%)
                      8.03       7.92     7.77       7.33          11.98          10.13      7.92     6.78  Duration
82 10/32..........  10.312     10.350   10.399     10.552          7.935          9.866    10.367   10.765  Yield to Maturity (%)
                      8.10       7.98     7.83       7.39          12.06          10.20      7.98     6.82  Duration
</TABLE>

<TABLE>
<CAPTION>
                                            30% Annual Default Rate
                                            -----------------------
       Price (%)               0%             2%               4%               8%
- ----------------------   ------------- ---------------  ---------------  ---------
<S>                     <C>             <C>              <C>              <C>
Total Assumed Defaults
From Month 13
Through Month 72                69.3%            65.7%            62.3%            55.9%
                                  N/A              N/A              N/A              N/A
                                10/94            10/94            10/94            10/94
                        $44,063,476**    $44,022,197**    $43,989,559**    $43,901,642**
71 10/32.............             ***              ***              ***            9.129
                                                                                    7.32
72 10/32.............             ***              ***              ***            8.941
                                                                                    7.38
73 10/32.............             ***              ***              ***            8.757
                                                                                    7.44
74 10/32.............             ***              ***              ***            8.577
                                                                                    7.49
75 10/32.............             ***              ***              ***            8.401
                                                                                    7.55
76 10/32.............             ***              ***              ***            8.229
                                                                                    7.61
77 10/32.............             ***              ***              ***            8.060
                                                                                    7.66
78 10/32.............             ***              ***              ***            7.894
                                                                                    7.72
79 10/32.............             ***              ***              ***            7.731
                                                                                    7.77
80 10/32.............             ***              ***              ***            7.572
                                                                                    7.83
81 10/32.............             ***              ***              ***            7.416
                                                                                    7.88
82 10/32.............             ***              ***              ***            7.262
                                                                                    7.93


</TABLE>

<TABLE>
<CAPTION>
                                               40% Annual Default Rate
                                               -----------------------
       Price (%)                0%               2%               4%               8%
- ----------------------   ---------------  ---------------  ---------------  ---------
<S>                        <C>              <C>              <C>              <C>
Total Assumed Defaults
From Month 13
Through Month 72                   78.5%            74.8%            71.2%            64.5%
                                     N/A              N/A              N/A              N/A  Weighted Average Life
                                                                                             (years)
                                   10/94            10/94            10/94            10/94  First Principal Payment
                                                                                             Date
                           $44,270,514**    $44,262,944**    $44,253,458**    $44,225,895**  Last Principal Payment
                                                                                             Date
71 10/32.............                ***              ***              ***              ***  Yield to Maturity (%)
                                                                                             Duration
72 10/32.............                ***              ***              ***              ***  Yield to Maturity (%)
                                                                                             Duration
73 10/32.............                ***              ***              ***              ***  Yield to Maturity (%)
                                                                                             Duration
74 10/32.............                ***              ***              ***              ***  Yield to Maturity (%)
                                                                                             Duration
75 10/32.............                ***              ***              ***              ***  Yield to Maturity (%)
                                                                                             Duration
76 10/32.............                ***              ***              ***              ***  Yield to Maturity (%)
                                                                                             Duration
77 10/32.............                ***              ***              ***              ***  Yield to Maturity (%)
                                                                                             Duration
78 10/32.............                ***              ***              ***              ***  Yield to Maturity (%)
                                                                                             Duration
79 10/32.............                ***              ***              ***              ***  Yield to Maturity (%)
                                                                                             Duration
80 10/32.............                ***              ***              ***              ***  Yield to Maturity (%)
                                                                                             Duration
81 10/32.............                ***              ***              ***              ***  Yield to Maturity (%)
                                                                                             Duration
82 10/32.............                ***              ***              ***              ***  Yield to Maturity (%)
                                                                                             Duration
- ----------
<FN>
 *   See  "Special  Yield   Considerations"   for  a  discussion  of  other
     assumptions  used  in  preparing  the  Tables.  
 **  Principal  balance
     remaining (before any accrued and unpaid interest) after assets of the
     Trust Fund are exhausted.
***  Indicates  a yield of (25.00)% or less and  therefore  that  investors
     will  suffer  a  loss  of  a  substantial  portion  of  their  initial
     investment.
</FN>
</TABLE>

<PAGE>
                                    Table 26

Weighted  Average Life,  First Principal  Payment Date,  Last Principal  Payment
Date,  Yield and Duration of Class F  Certificates  at Various  Assumed  Prices,
Percentages of CPR, and Mortgage Loan Default Rates and Assuming Unchanged LIBOR
and 3-Year Balloon Extensions*

<TABLE>
<CAPTION>
                                10% Annual Default Rate                     20% Annual Default Rate
                                -----------------------                     ----------------------
       Price (%)           0%        2%        4%       8%          0%         2%        4%       8%
- ----------------------   -----   --------- --------- -------- ------------- --------  ------- ---------
<S>                      <C>        <C>       <C>      <C>   <C>              <C>      <C>        <C>  
Total Assumed Defaults
From Month 13
Through Month 72         36.8%      34.5%     32.4%    28.5%         61.1%    57.6%    54.3%      48.1%
                          5.90       6.50      6.83     6.88           N/A    15.82    10.75       7.39
                         10/94      10/94     10/94    10/94         10/94    10/94    10/94      10/94
                         09/07      03/08     03/07    08/05 $30,292,882**    12/18    07/10      04/05
71 10/32.............   17.194     16.672    16.319   16.020         8.919   12.347   13.646     15.329
                          3.18       3.35      3.50     3.68          7.41     6.56     5.16       4.08
72 10/32.............   16.763     16.263    15.927   15.647         8.734   12.139   13.380     14.992
                          3.22       3.39      3.54     3.72          7.57     6.68     5.23       4.12
73 10/32.............   16.342     15.864    15.545   15.283         8.556   11.936   13.122     14.664
                          3.26       3.44      3.59     3.77          7.72     6.79     5.31       4.17
74 10/32.............   15.932     15.476    15.173   14.929         8.384   11.740   12.870     14.343
                          3.30       3.48      3.64     3.81          7.87     6.91     5.38       4.21
75 10/32.............   15.532     15.097    14.811   14.583         8.217   11.550   12.626     14.030
                          3.33       3.52      3.68     3.85          8.02     7.02     5.45       4.25
76 10/32.............   15.141     14.728    14.457   14.245         8.056   11.365   12.387     13.724
                          3.37       3.57      3.72     3.90          8.17     7.13     5.52       4.30
77 10/32.............   14.761     14.368    14.112   13.915         7.899   11.185   12.155     13.425
                          3.41       3.61      3.77     3.94          8.31     7.23     5.59       4.34
78 10/32.............   14.389     14.017    13.776   13.593         7.747   11.010   11.928     13.132
                          3.45       3.65      3.81     3.98          8.45     7.34     5.66       4.38
79 10/32.............   14.026     13.674    13.448   13.278         7.599   10.840   11.707     12.846
                          3.49       3.69      3.85     4.02          8.59     7.44     5.73       4.42
80 10/32.............   13.671     13.339    13.127   12.971         7.456   10.674   11.491     12.567
                          3.52       3.73      3.90     4.06          8.73     7.55     5.79       4.46
81 10/32.............   13.324     13.012    12.814   12.670         7.316   10.512   11.280     12.293
                          3.56       3.77      3.94     4.10          8.86     7.65     5.86       4.50
82 10/32.............   12.985     12.692    12.507   12.375         7.180   10.355   11.074     12.024
                          3.60       3.81      3.98     4.14          9.00     7.75     5.92       4.54

</TABLE>

                                   Price (%)
                                   ---------
                            Total Assumed Defaults
                            From Month 13
                            Through Month 72
                                                    Weighted Average Life
                                                    (years)
                                                    First Principal Payment
                                                    Date
                                                    Last Principal Payment
                                                    Date
                            71 10/32.............   Yield to Maturity (%)
                                                    Duration
                            72 10/32.............   Yield to Maturity (%)
                                                    Duration
                            73 10/32.............   Yield to Maturity (%)
                                                    Duration
                            74 10/32.............   Yield to Maturity (%)
                                                    Duration
                            75 10/32.............   Yield to Maturity (%)
                                                    Duration
                            76 10/32.............   Yield to Maturity (%)
                                                    Duration
                            77 10/32.............   Yield to Maturity (%)
                                                    Duration
                            78 10/32.............   Yield to Maturity (%)
                                                    Duration
                            79 10/32.............   Yield to Maturity (%)
                                                    Duration
                            80 10/32.............   Yield to Maturity (%)
                                                    Duration
                            81 10/32.............   Yield to Maturity (%)
                                                    Duration
                            82 10/32.............   Yield to Maturity (%)
                                                    Duration

<TABLE>
<CAPTION>
                                                   30% Annual Default Rate
                                                   -----------------------
       Price (%)               0%                2%                      4%                      8%
- ----------------------   ------------- ----------------------  ----------------------  ------------
<S>                     <C>                     <C>                     <C>                     <C>          
Total Assumed Defaults
From Month 13
Through Month 72               % 76.5                  % 72.4                  % 68.5                  % 61.3
                                  N/A                     N/A                     N/A                     N/A
                                10/94                   10/94                   10/94                   10/94
                        $34,174,542**           $34,381,398**           $34,679,267**           $35,208,604**
71 10/32.............             ***                     ***                     ***                   4.256
                                                                                                         7.39
72 10/32.............             ***                     ***                     ***                   4.071
                                                                                                         7.50
73 10/32.............             ***                     ***                     ***                   3.891
                                                                                                         7.61
74 10/32.............             ***                     ***                     ***                   3.715
                                                                                                         7.72
75 10/32.............             ***                     ***                     ***                   3.545
                                                                                                         7.83
76 10/32.............             ***                     ***                     ***                   3.379
                                                                                                         7.94
77 10/32.............             ***                     ***                     ***                   3.217
                                                                                                         8.04
78 10/32.............             ***                     ***                     ***                   3.060
                                                                                                         8.14
79 10/32.............             ***                     ***                     ***                   2.906
                                                                                                         8.24
80 10/32.............             ***                     ***                     ***                   2.756
                                                                                                         8.34
81 10/32.............             ***                     ***                     ***                   2.610
                                                                                                         8.44
82 10/32.............             ***                     ***                     ***                   2.467
                                                                                                         8.54
</TABLE>

<TABLE>
<CAPTION>
                                                         40% Annual Default Rate
                                                         -----------------------
       Price (%)                   0%                  2%                    4%               8%
- ----------------------   --------------------  ---------------------  -----------------  ------------
Total Assumed Defaults
From Month 13
Through Month 72                     % 85.8                % 81.6                % 77.6        % 70.1
<S>                           <C>                   <C>                   <C>            <C>

                                        N/A                   N/A                   N/A           N/A
                                      10/94                 10/94                 10/94         10/94
                              $36,175,400**         $36,284,427**         $36,442,507**  $36,852,706**
71 10/32.............                   ***                   ***                   ***           ***

72 10/32.............                   ***                   ***                   ***           ***

73 10/32.............                   ***                   ***                   ***           ***

74 10/32.............                   ***                   ***                   ***           ***

75 10/32.............                   ***                   ***                   ***           ***

76 10/32.............                   ***                   ***                   ***           ***

77 10/32.............                   ***                   ***                   ***           ***

78 10/32.............                   ***                   ***                   ***           ***

79 10/32.............                   ***                   ***                   ***           ***

80 10/32.............                   ***                   ***                   ***           ***

81 10/32.............                   ***                   ***                   ***           ***

82 10/32.............                   ***                   ***                   ***           ***


                                   Price (%)
                                   ---------
                            Total Assumed Defaults
                            From Month 13
                            Through Month 72
                                                    Weighted Average Life
                                                    (years)
                                                    First Principal Payment
                                                    Date
                                                    Last Principal Payment
                                                    Date
                            71 10/32.............   Yield to Maturity (%)
                                                    Duration
                            72 10/32.............   Yield to Maturity (%)
                                                    Duration
                            73 10/32.............   Yield to Maturity (%)
                                                    Duration
                            74 10/32.............   Yield to Maturity (%)
                                                    Duration
                            75 10/32.............   Yield to Maturity (%)
                                                    Duration
                            76 10/32.............   Yield to Maturity (%)
                                                    Duration
                            77 10/32.............   Yield to Maturity (%)
                                                    Duration
                            78 10/32.............   Yield to Maturity (%)
                                                    Duration
                            79 10/32.............   Yield to Maturity (%)
                                                    Duration
                            80 10/32.............   Yield to Maturity (%)
                                                    Duration
                            81 10/32.............   Yield to Maturity (%)
                                                    Duration
                            82 10/32.............   Yield to Maturity (%)
                                                    Duration
- ----------
<FN>
     *    See  "Special  Yield   Considerations"   for  a  discussion  of  other
          assumptions  used  in  preparing  the  Tables.
     **   Principal  balance remaining (before any  accrued and unpaid interest)
          after assets of the Trust Fund are exhausted.
     ***  Indicates  a yield of (25.00)% or less and  therefore  that  investors
          will  suffer  a  loss  of  a  substantial  portion  of  their  initial
          investment.
</FN>
</TABLE>

<PAGE>
                                    Table 27

Weighted  Average Life,  First Principal  Payment Date,  Last Principal  Payment
Date,  Yield and Duration of Class F  Certificates  at Various  Assumed  Prices,
Percentages of CPR, and Mortgage Loan Default Rates and Assuming LIBOR Decreases
1% and 3-Year Balloon Extensions*

<TABLE>
<CAPTION>
                                10% Annual Default Rate                 20% Annual Default Rate
                                -----------------------                 -----------------------
       Price (%)           0%        2%        4%      8%       0%       2%        4%        8%
- ----------------------   ------ ---------- --------- -------  -------  -------  --------  -------
<C>                     <C>        <C>       <C>      <C>      <C>      <C>       <C>      <C>
Total Assumed Defaults
From Month 13
Through Month 72         36.8%      34.5%     32.4%    28.5%    61.1%    57.6%     54.3%    48.1%
                          4.27       4.74      5.21     5.58    16.80    11.58      8.37     6.44
                         10/94      10/94     10/94    10/94    10/94    10/94     10/94    10/94
                         07/04      10/05     12/05    08/04    07/20    02/12     09/07    02/04
71 10/32.............   19.599     18.891    18.245   17.538   12.715   13.876    15.195   16.436
                          2.53       2.67      2.82     3.05     5.66     4.70      3.96     3.48
72 10/32.............   19.056     18.377    17.759   17.089   12.474   13.585    14.849   16.041
                          2.56       2.70      2.86     3.09     5.80     4.80      4.02     3.52
73 10/32.............   18.527     17.876    17.286   16.651   12.242   13.304    14.513   15.657
                          2.59       2.74      2.89     3.13     5.94     4.89      4.09     3.56
74 10/32.............   18.010     17.388    16.824   16.225   12.019   13.032    14.187   15.282
                          2.62       2.77      2.93     3.17     6.08     4.98      4.15     3.61
75 10/32.............   17.506     16.912    16.375   15.809   11.803   12.768    13.869   14.917
                          2.65       2.80      2.97     3.21     6.22     5.07      4.21     3.65
76 10/32.............   17.015     16.448    15.937   15.404   11.595   12.513    13.561   14.560
                          2.67       2.84      3.01     3.25     6.36     5.16      4.27     3.69
77 10/32.............   16.534     15.995    15.510   15.009   11.394   12.265    13.261   14.213
                          2.70       2.87      3.04     3.28     6.49     5.25      4.33     3.73
78 10/32.............   16.065     15.554    15.094   14.623   11.200   12.024    12.968   13.873
                          2.73       2.90      3.08     3.32     6.62     5.34      4.39     3.77
79 10/32.............   15.607     15.122    14.687   14.246   11.011   11.790    12.684   13.541
                          2.76       2.93      3.11     3.36     6.75     5.43      4.45     3.81
80 10/32.............   15.159     14.700    14.290   13.878   10.829   11.563    12.406   13.217
                          2.79       2.97      3.15     3.40     6.87     5.51      4.51     3.85
81 10/32.............   14.720     14.288    13.903   13.518   10.652   11.342    12.135   12.900
                          2.82       3.00      3.19     3.43     7.00     5.60      4.56     3.89
82 10/32.............   14.291     13.886    13.524   13.166   10.480   11.126    11.871   12.590
                          2.84       3.03      3.22     3.47     7.12     5.68      4.62     3.93

 
                                   Price (%)
                                   ---------
                            Total Assumed Defaults
                            From Month 13
                            Through Month 72
                                                    Weighted Average Life
                                                    (years)
                                                    First Principal Payment
                                                    Date
                                                    Last Principal Payment
                                                    Date
                            71 10/32.............   Yield to Maturity (%)
                                                    Duration
                            72 10/32.............   Yield to Maturity (%)
                                                    Duration
                            73 10/32.............   Yield to Maturity (%)
                                                    Duration
                            74 10/32.............   Yield to Maturity (%)
                                                    Duration
                            75 10/32.............   Yield to Maturity (%)
                                                    Duration
                            76 10/32.............   Yield to Maturity (%)
                                                    Duration
                            77 10/32.............   Yield to Maturity (%)
                                                    Duration
                            78 10/32.............   Yield to Maturity (%)
                                                    Duration
                            79 10/32.............   Yield to Maturity (%)
                                                    Duration
                            80 10/32.............   Yield to Maturity (%)
                                                    Duration
                            81 10/32.............   Yield to Maturity (%)
                                                    Duration
                            82 10/32.............   Yield to Maturity (%)
                                                    Duration
</TABLE>


<TABLE>
<CAPTION>
                                                   30% Annual Default Rate
                                                   -----------------------
       Price (%)               0%                2%                      4%                      8%
- ----------------------   ------------- ----------------------  ----------------------  ------------
<S>                     <C>                     <C>                     <C>                     <C>          
Total Assumed Defaults
From Month 13
Through Month 72                76.5%                   72.4%                   68.5%                   61.3%
                                  N/A                     N/A                     N/A                     N/A
                                10/94                   10/94                   10/94                   10/94
                        $30,834,967**           $31,126,237**           $31,524,394**           $32,254,698**
71 10/32.............        (23.500)                (23.246)                (23.338)                   8.375
                                 1.65                    1.68                    1.71                    5.80
72 10/32.............        (24.333)                (24.065)                (24.143)                   8.139
                                 1.67                    1.69                    1.72                    5.90
73 10/32.............             ***                (24.865)                (24.930)                   7.910
                                                         1.71                    1.74                    6.00
74 10/32.............             ***                     ***                     ***                   7.688
                                                                                                         6.10
75 10/32.............             ***                     ***                     ***                   7.472
                                                                                                         6.19
76 10/32.............             ***                     ***                     ***                   7.262
                                                                                                         6.29
77 10/32.............             ***                     ***                     ***                   7.059
                                                                                                         6.38
78 10/32.............             ***                     ***                     ***                   6.860
                                                                                                         6.47
79 10/32.............             ***                     ***                     ***                   6.667
                                                                                                         6.56
80 10/32.............             ***                     ***                     ***                   6.479
                                                                                                         6.65
81 10/32.............             ***                     ***                     ***                   6.295
                                                                                                         6.73
82 10/32.............             ***                     ***                     ***                   6.116
                                                                                                         6.82

</TABLE>

<TABLE>
<CAPTION>
                                                       40% Annual Default Rate
                                                       -----------------------
       Price (%)                   0%                2%                  4%               8%
- ----------------------   ----------------   -----------------   -----------------    -----------
<S>                         <C>                 <C>                 <C>               <C>          
Total Assumed Defaults
From Month 13
Through Month 72                    85.8%               81.6%               77.6%             70.1%
                                      N/A                 N/A                 N/A               N/A
                                    10/94               10/94               10/94             10/94
                            $33,462,357**       $33,606,866**       $33,815,221**     $34,368,813**
71 10/32.............                 ***                 ***                 ***               ***

72 10/32.............                 ***                 ***                 ***               ***

73 10/32.............                 ***                 ***                 ***               ***

74 10/32.............                 ***                 ***                 ***               ***

75 10/32.............                 ***                 ***                 ***               ***

76 10/32.............                 ***                 ***                 ***               ***

77 10/32.............                 ***                 ***                 ***               ***

78 10/32.............                 ***                 ***                 ***               ***

79 10/32.............                 ***                 ***                 ***               ***

80 10/32.............                 ***                 ***                 ***               ***

81 10/32.............                 ***                 ***                 ***               ***

82 10/32.............                 ***                 ***                 ***               ***


                                   Price (%)
                                   ---------
                            Total Assumed Defaults
                            From Month 13
                            Through Month 72
                                                    Weighted Average Life
                                                    (years)
                                                    First Principal Payment
                                                    Date
                                                    Last Principal Payment
                                                    Date
                            71 10/32.............   Yield to Maturity (%)
                                                    Duration
                            72 10/32.............   Yield to Maturity (%)
                                                    Duration
                            73 10/32.............   Yield to Maturity (%)
                                                    Duration
                            74 10/32.............   Yield to Maturity (%)
                                                    Duration
                            75 10/32.............   Yield to Maturity (%)
                                                    Duration
                            76 10/32.............   Yield to Maturity (%)
                                                    Duration
                            77 10/32.............   Yield to Maturity (%)
                                                    Duration
                            78 10/32.............   Yield to Maturity (%)
                                                    Duration
                            79 10/32.............   Yield to Maturity (%)
                                                    Duration
                            80 10/32.............   Yield to Maturity (%)
                                                    Duration
                            81 10/32.............   Yield to Maturity (%)
                                                    Duration
                            82 10/32.............   Yield to Maturity (%)
                                                    Duration

- ----------
<FN>
     *    See  "Special  Yield   Considerations"   for  a  discussion  of  other
          assumptions  used  in  preparing  the  Tables.
     **   Principal  balance remaining  (before any accrued and unpaid interest)
          after assets of the Trust Fund are exhausted.
     ***  Indicates  a yield of (25.00)% or less and  therefore  that  investors
          will  suffer  a  loss  of  a  substantial  portion  of  their  initial
          investment.
</FN>
</TABLE>


<PAGE>

                                    Table 28

Weighted  Average Life,  First Principal  Payment Date,  Last Principal  Payment
Date,  Yield and Duration of Class F  Certificates  at Various  Assumed  Prices,
Percentages of CPR, and Mortgage Loan Default Rates and Assuming LIBOR Increases
1% and 3-Year Balloon Extensions*

<TABLE>
<CAPTION>
                                10% Annual Default Rate                    20% Annual Default Rate
                                ------------------------                   -----------------------
       Price (%)           0%     2%       4%     8%              0%              2%         4%          8%
- ----------------------   ------ ------ -------  --------   -------------  ------------  -----------  -------
<S>                      <C>     <C>      <C>      <C>    <C>            <C>                 <C>        <C>
Total Assumed Defaults
From Month 13
Through Month 72         36.8%   34.5%    32.4%    28.5%          61.1%          57.6%        54.3%      48.1%
                          8.58    8.99     9.02     8.56            N/A            N/A        14.26       8.68
                         10/94   10/94    10/94    10/94          10/94          10/94        10/94      10/94
                         02/11   01/10    12/08    01/07  $34,796,371**  $34,963,474**        01/16      10/06
71 10/32.............   15.121  14.863   14.732   14.724          3.322          9.252       12.327     14.259
                          4.11    4.27     4.38     4.46           9.41           8.37         6.89       4.85
72 10/32.............   14.787  14.542   14.419   14.416          3.177          9.089       12.128     13.976
                          4.16    4.33     4.44     4.50           9.58           8.49         6.98       4.90
73 10/32.............   14.462  14.229   14.113   14.115          3.036          8.929       11.934     13.700
                          4.21    4.38     4.49     4.55           9.75           8.62         7.07       4.95
74 10/32.............   14.145  13.924   13.816   13.822          2.899          8.775       11.745     13.430
                          4.27    4.43     4.54     4.60           9.92           8.74         7.16       5.00
75 10/32.............   13.836  13.627   13.526   13.535          2.767          8.624       11.561     13.166
                          4.32    4.49     4.59     4.65          10.09           8.86         7.24       5.04
76 10/32.............   13.535  13.337   13.243   13.255          2.638          8.477       11.381     12.907
                          4.37    4.54     4.65     4.69          10.25           8.97         7.32       5.09
77 10/32.............   13.241  13.054   12.966   12.981          2.513          8.334       11.206     12.654
                          4.42    4.59     4.70     4.74          10.41           9.09         7.41       5.13
78 10/32.............   12.954  12.778   12.696   12.713          2.392          8.195       11.035     12.407
                          4.47    4.64     4.75     4.78          10.56           9.20         7.49       5.17
79 10/32.............   12.674  12.508   12.432   12.451          2.273          8.059       10.868     12.164
                          4.52    4.69     4.80     4.83          10.72           9.31         7.57       5.22
80 10/32.............   12.400  12.245   12.175   12.195          2.158          7.926       10.704     11.927
                          4.57    4.74     4.85     4.87          10.87           9.42         7.64       5.26
81 10/32.............   12.133  11.987   11.923   11.944          2.046          7.796       10.544     11.694
                          4.62    4.79     4.90     4.91          11.01           9.53         7.72       5.30
82 10/32.............   11.871  11.736   11.676   11.698          1.936          7.670       10.388     11.466
                          4.66    4.84     4.94     4.96          11.16           9.63         7.79       5.34

</TABLE>
                                   Price (%)
                                   ---------
                            Total Assumed Defaults
                            From Month 13
                            Through Month 72
                                                    Weighted Average Life
                                                    (years)
                                                    First Principal Payment
                                                    Date
                                                    Last Principal Payment
                                                    Date
                            71 10/32.............   Yield to Maturity (%)
                                                    Duration
                            72 10/32.............   Yield to Maturity (%)
                                                    Duration
                            73 10/32.............   Yield to Maturity (%)
                                                    Duration
                            74 10/32.............   Yield to Maturity (%)
                                                    Duration
                            75 10/32.............   Yield to Maturity (%)
                                                    Duration
                            76 10/32.............   Yield to Maturity (%)
                                                    Duration
                            77 10/32.............   Yield to Maturity (%)
                                                    Duration
                            78 10/32.............   Yield to Maturity (%)
                                                    Duration
                            79 10/32.............   Yield to Maturity (%)
                                                    Duration
                            80 10/32.............   Yield to Maturity (%)
                                                    Duration
                            81 10/32.............   Yield to Maturity (%)
                                                    Duration
                            82 10/32.............   Yield to Maturity (%)
                                                    Duration

<TABLE>
<CAPTION>
                                                   30% Annual Default Rate
                                                   -----------------------
       Price (%)               0%                2%                      4%                 8%
- ----------------------   ------------- ----------------------  ----------------------  ------------
<S>                     <C>                     <C>                     <C>                     <C>
Total Assumed Defaults
From Month 13
Through Month 72                76.5%                   72.4%                   68.5%                   61.3%
                                  N/A                     N/A                     N/A                     N/A
                                10/94                   10/94                   10/94                   10/94
                        $37,514,117**           $37,636,560**           $37,834,140**           $38,162,511**
71 10/32.............             ***                     ***                     ***                 (1.840)
                                                                                                         9.89
72 10/32.............             ***                     ***                     ***                 (1.979)
                                                                                                        10.03
73 10/32.............             ***                     ***                     ***                 (2.114)
                                                                                                        10.17
74 10/32.............             ***                     ***                     ***                 (2.245)
                                                                                                        10.31
75 10/32.............             ***                     ***                     ***                 (2.373)
                                                                                                        10.44
76 10/32.............             ***                     ***                     ***                 (2.497)
                                                                                                        10.57
77 10/32.............             ***                     ***                     ***                 (2.619)
                                                                                                        10.70
78 10/32.............             ***                     ***                     ***                 (2.737)
                                                                                                        10.82
79 10/32.............             ***                     ***                     ***                 (2.853)
                                                                                                        10.95
80 10/32.............             ***                     ***                     ***                 (2.966)
                                                                                                        11.07
81 10/32.............             ***                     ***                     ***                 (3.076)
                                                                                                        11.19
82 10/32.............             ***                     ***                     ***                 (3.184)
                                                                                                        11.30

</TABLE>

<TABLE>
<CAPTION>
                                                       40% Annual Default Rate
                                                       -----------------------
       Price (%)                   0%                2%                 4%                  8%
- ----------------------   ----------------     --------------      --------------      --------
<S>                         <C>                <C>                 <C>                 <C>
Total Assumed Defaults
From Month 13
Through Month 72                    85.8%              81.6%               77.6%               70.1%
                                      N/A                N/A                 N/A                 N/A
                                    10/94              10/94               10/94               10/94
                            $38,888,443**      $38,961,988**       $39,069,794**       $39,336,599**
71 10/32.............                 ***                ***                 ***                 ***

72 10/32.............                 ***                ***                 ***                 ***

73 10/32.............                 ***                ***                 ***                 ***

74 10/32.............                 ***                ***                 ***                 ***

75 10/32.............                 ***                ***                 ***                 ***

76 10/32.............                 ***                ***                 ***                 ***

77 10/32.............                 ***                ***                 ***                 ***

78 10/32.............                 ***                ***                 ***                 ***

79 10/32.............                 ***                ***                 ***                 ***

80 10/32.............                 ***                ***                 ***                 ***

81 10/32.............                 ***                ***                 ***                 ***

82 10/32.............                 ***                ***                 ***                 ***



                 Price (%)
                 ---------
          Total Assumed Defaults
          From Month 13
          Through Month 72
                                  Weighted Average Life (years)
                                  First Principal Payment Date
                                  Last Principal Payment Date
          71 10/32.............   Yield to Maturity (%)
                                  Duration
          72 10/32.............   Yield to Maturity (%)
                                  Duration
          73 10/32.............   Yield to Maturity (%)
                                  Duration
          74 10/32.............   Yield to Maturity (%)
                                  Duration
          75 10/32.............   Yield to Maturity (%)
                                  Duration
          76 10/32.............   Yield to Maturity (%)
                                  Duration
          77 10/32.............   Yield to Maturity (%)
                                  Duration
          78 10/32.............   Yield to Maturity (%)
                                  Duration
          79 10/32.............   Yield to Maturity (%)
                                  Duration
          80 10/32.............   Yield to Maturity (%)
                                  Duration
          81 10/32.............   Yield to Maturity (%)
                                  Duration
          82 10/32.............   Yield to Maturity (%)

- ----------
<FN>
*   See "Special  Yield  Considerations"  for a discussion of other  assumptions
    used in preparing the Tables.
**  Principal  balance remaining (before any accrued  and unpaid interest) after
    assets of the Trust Fund are exhausted.
*** Indicates a yield of (25.00)% or less and  therefore  that  investors  will
    suffer a loss of a substantial portion of their initial investment.
</FN>
</TABLE>

                                  Duration
<PAGE>

                                    Table 29

Weighted  Average Life,  First Principal  Payment Date,  Last Principal  Payment
Date,  Yield and Duration of Class F  Certificates  at Various  Assumed  Prices,
Percentages of CPR, and Mortgage Loan Default Rates and Assuming LIBOR Increases
2% and 3-Year Balloon Extensions*

<TABLE>
<CAPTION>
                                10% Annual Default Rate                      20% Annual Default Rate
                                -----------------------                      -----------------------
       Price (%)           0%      2%        4%      8%             0%            2%             4%               8%
- ----------------------   ------ ------- -------- --------     ------------   -----------  -----------------   --------
<S>                      <C>      <C>      <C>      <C>    <C>             <C>                <C>               <C>  
Total Assumed Defaults
From Month 13
Through Month 72         36.8%    34.5%    32.4%    28.5%          61.1%           57.6%              54.3%      48.1%
                         12.58    12.41    12.13    10.94            N/A             N/A                N/A      10.43
                         10/94    10/94    10/94    10/94          10/94           10/94              10/94      10/94
                         06/13    03/12    03/11    03/09  $39,299,859**   $39,351,584**      $39,452,853**      02/09
71 10/32.............   13.489   13.440   13.428   13.588            ***           5.445              9.826     13.245
                          5.40     5.48     5.53     5.45                          10.59               8.78       5.89
72 10/32.............   13.235   13.189   13.180   13.336            ***           5.316              9.670     13.011
                          5.47     5.55     5.59     5.50                          10.72               8.88       5.94
73 10/32.............   12.987   12.945   12.937   13.089            ***           5.189              9.517     12.783
                          5.53     5.61     5.65     5.55                          10.85               8.98       5.99
74 10/32.............   12.746   12.707   12.701   12.849            ***           5.066              9.369     12.560
                          5.60     5.67     5.71     5.60                          10.98               9.07       6.04
75 10/32.............   12.511   12.475   12.470   12.613            ***           4.946              9.223     12.341
                          5.66     5.74     5.77     5.66                          11.10               9.16       6.09
76 10/32.............   12.281   12.248   12.244   12.383            ***           4.829              9.081     12.127
                          5.73     5.80     5.83     5.71                          11.22               9.25       6.14
77 10/32.............   12.057   12.026   12.024   12.158            ***           4.715              8.942     11.917
                          5.79     5.86     5.89     5.76                          11.34               9.34       6.18
78 10/32.............   11.837   11.810   11.809   11.937            ***           4.603              8.806     11.712
                          5.85     5.92     5.95     5.81                          11.46               9.43       6.23
79 10/32.............   11.623   11.598   11.598   11.721            ***           4.493              8.673     11.511
                          5.91     5.98     6.00     5.85                          11.57               9.51       6.28
80 10/32.............   11.414   11.391   11.392   11.510            ***           4.386              8.543     11.313
                          5.97     6.04     6.06     5.90                          11.68               9.60       6.32
81 10/32.............   11.210   11.189   11.190   11.302            ***           4.282              8.416     11.120
                          6.03     6.09     6.11     5.95                          11.79               9.68       6.36
82 10/32.............   11.009   10.991   10.993   11.099            ***           4.179              8.291     10.930
                          6.09     6.15     6.17     5.99                          11.90               9.76       6.41

</TABLE>

                                   Price (%)
                                   ---------
                            Total Assumed Defaults
                            From Month 13
                            Through Month 72
                                                    Weighted Average Life
                                                    (years)
                                                    First Principal Payment
                                                    Date
                                                    Last Principal Payment
                                                    Date
                            71 10/32.............   Yield to Maturity (%)
                                                    Duration
                            72 10/32.............   Yield to Maturity (%)
                                                    Duration
                            73 10/32.............   Yield to Maturity (%)
                                                    Duration
                            74 10/32.............   Yield to Maturity (%)
                                                    Duration
                            75 10/32.............   Yield to Maturity (%)
                                                    Duration
                            76 10/32.............   Yield to Maturity (%)
                                                    Duration
                            77 10/32.............   Yield to Maturity (%)
                                                    Duration
                            78 10/32.............   Yield to Maturity (%)
                                                    Duration
                            79 10/32.............   Yield to Maturity (%)
                                                    Duration
                            80 10/32.............   Yield to Maturity (%)
                                                    Duration
                            81 10/32.............   Yield to Maturity (%)
                                                    Duration
                            82 10/32.............   Yield to Maturity (%)
                                                    Duration

<TABLE>
<CAPTION>
                                                   30% Annual Default Rate
                                                   -----------------------
       Price (%)               0%                2%                      4%                      8%
- ----------------------   ------------- ----------------------  ----------------------  ------------
Total Assumed Defaults
From Month 13
Through Month 72                76.5%                   72.4%                   68.5%                   61.3%
<S>                      <C>                    <C>                     <C>                     <C>

                                  N/A                     N/A                     N/A                     N/A
                                10/94                   10/94                   10/94                   10/94
                         $40,853,692**          $40,891,721**           $40,989,013**           $41,116,418**
71 10/32.............             ***                     ***                     ***                     ***
72 10/32.............             ***                     ***                     ***                     ***
73 10/32.............             ***                     ***                     ***                     ***
74 10/32.............             ***                     ***                     ***                     ***
75 10/32.............             ***                     ***                     ***                     ***
76 10/32.............             ***                     ***                     ***                     ***
77 10/32.............             ***                     ***                     ***                     ***
78 10/32.............             ***                     ***                     ***                     ***
79 10/32.............             ***                     ***                     ***                     ***
80 10/32.............             ***                     ***                     ***                     ***
81 10/32.............             ***                     ***                     ***                     ***
82 10/32.............             ***                     ***                     ***                     ***
- ----------
</TABLE>

<TABLE>
<CAPTION>
                                                        40% Annual Default Rate
                                                        -----------------------
       Price (%)                   0%                 2%                4%                   8%
- ----------------------   ------------------    -------------    ------------------   ----------
<S>                          <C>               <C>                  <C>                <C>          
Total Assumed Defaults
From Month 13
Through Month 72                     85.8%             81.6%                77.6%              70.1%
                                       N/A               N/A                  N/A                N/A
                                     10/94             10/94                10/94              10/94
                             $41,601,485**     $41,639,549**        $41,697,081**      $41,820,493**
71 10/32.............                  ***               ***                  ***                ***
72 10/32.............                  ***               ***                  ***                ***
73 10/32.............                  ***               ***                  ***                ***
74 10/32.............                  ***               ***                  ***                ***
75 10/32.............                  ***               ***                  ***                ***
76 10/32.............                  ***               ***                  ***                ***
77 10/32.............                  ***               ***                  ***                ***
78 10/32.............                  ***               ***                  ***                ***
79 10/32.............                  ***               ***                  ***                ***
80 10/32.............                  ***               ***                  ***                ***
81 10/32.............                  ***               ***                  ***                ***
82 10/32.............                  ***               ***                  ***                ***


                                   Price (%)
                                   ---------
                            Total Assumed Defaults
                            From Month 13
                            Through Month 72
                                                    Weighted Average Life
                                                    (years)
                                                    First Principal Payment
                                                    Date
                                                    Last Principal Payment
                                                    Date
                            71 10/32.............   Yield to Maturity (%)
                                                    Duration
                            72 10/32.............   Yield to Maturity (%)
                                                    Duration
                            73 10/32.............   Yield to Maturity (%)
                                                    Duration
                            74 10/32.............   Yield to Maturity (%)
                                                    Duration
                            75 10/32.............   Yield to Maturity (%)
                                                    Duration
                            76 10/32.............   Yield to Maturity (%)
                                                    Duration
                            77 10/32.............   Yield to Maturity (%)
                                                    Duration
                            78 10/32.............   Yield to Maturity (%)
                                                    Duration
                            79 10/32.............   Yield to Maturity (%)
                                                    Duration
                            80 10/32.............   Yield to Maturity (%)
                                                    Duration
                            81 10/32.............   Yield to Maturity (%)
                                                    Duration
                            82 10/32.............   Yield to Maturity (%)
                                                    Duration


- ----------
<FN>
 *  See "Special  Yield  Considerations"  for a discussion of other  assumptions
    used in preparing the Tables.  
 ** Principal  balance  remaining  (before any
    accrued and unpaid interest) after assets of the Trust Fund are exhausted.
*** Indicates a yield of (25.00)% or less and  therefore  that  investors  will
    suffer a loss of a substantial portion of their initial investment.
</FN>
</TABLE>

                                    Table 30

Weighted  Average Life,  First Principal  Payment Date,  Last Principal  Payment
Date,  Yield and Duration of Class F  Certificates  at Various  Assumed  Prices,
Percentages of CPR, and Mortgage Loan Default Rates and Assuming LIBOR Increases
3% and 3-Year Balloon Extensions*

<TABLE>
<CAPTION>
                                            10% Annual Default Rate              20% Annual Default Rate
                                            -----------------------              -----------------------
       Price (%)           0%       2%        4%         8%           0%                2%                  4%          8%
- ----------------------   ------ --------  ---------   --------  ------------  -------------------  ---------------  --------
<S>                      <C>       <C>       <C>         <C>     <C>                <C>             <C>              <C>
Total Assumed Defaults
From Month 13
Through Month 72         36.8%     34.5%     32.4%       28.5%           61.1%              57.6%           54.3%     48.1%
                         19.11     18.19     17.06       14.78             N/A                N/A             N/A     12.83
                         10/94     10/94     10/94       10/94           10/94              10/94           10/94     10/94
                         05/17     04/16     03/15       10/12   $43,803,348**      $43,739,694**   $43,666,568**     02/13
71 10/32.............   12.208    12.257    12.336      12.564             ***            (2.724)           6.727    12.317
                          7.19      7.14      7.05        6.76                              13.47           10.83      7.28
72 10/32.............   12.017    12.065    12.141      12.361             ***            (2.826)           6.601    12.128
                          7.27      7.22      7.12        6.83                              13.62           10.93      7.33
73 10/32.............   11.831    11.877    11.951      12.162             ***            (2.926)           6.477    11.943
                          7.35      7.29      7.19        6.89                              13.77           11.03      7.39
74 10/32.............   11.649    11.694    11.765      11.968             ***            (3.023)           6.355    11.761
                          7.43      7.37      7.26        6.94                              13.92           11.12      7.44
75 10/32.............   11.472    11.515    11.583      11.778             ***            (3.118)           6.236    11.584
                          7.50      7.44      7.33        7.00                              14.07           11.21      7.49
76 10/32.............   11.298    11.339    11.405      11.592             ***            (3.210)           6.120    11.410
                          7.58      7.51      7.39        7.06                              14.21           11.30      7.54
77 10/32.............   11.128    11.168    11.232      11.409             ***            (3.300)           6.006    11.239
                          7.65      7.58      7.46        7.12                              14.35           11.39      7.59
78 10/32.............   10.963    11.001    11.061      11.231             ***            (3.389)           5.895    11.072
                          7.73      7.65      7.52        7.17                              14.48           11.47      7.64
79 10/32.............   10.801    10.837    10.895      11.056             ***            (3.475)           5.786    10.908
                          7.80      7.72      7.59        7.23                              14.62           11.56      7.69
80 10/32.............   10.642    10.677    10.732      10.885             ***            (3.560)           5.678    10.746
                          7.87      7.79      7.65        7.28                              14.75           11.64      7.74
81 10/32.............   10.487    10.520    10.572      10.717             ***            (3.643)           5.573    10.588
                          7.94      7.86      7.72        7.33                              14.88           11.72      7.79
82 10/32.............   10.335    10.366    10.415      10.552             ***            (3.724)           5.470    10.433
                          8.01      7.92      7.78        7.39                              15.00           11.80      7.83
</TABLE>


                                   Price (%)
                                   ---------
                            Total Assumed Defaults
                            From Month 13
                            Through Month 72
                                                    Weighted Average Life
                                                    (years)
                                                    First Principal Payment
                                                    Date
                                                    Last Principal Payment
                                                    Date
                            71 10/32.............   Yield to Maturity (%)
                                                    Duration
                            72 10/32.............   Yield to Maturity (%)
                                                    Duration
                            73 10/32.............   Yield to Maturity (%)
                                                    Duration
                            74 10/32.............   Yield to Maturity (%)
                                                    Duration
                            75 10/32.............   Yield to Maturity (%)
                                                    Duration
                            76 10/32.............   Yield to Maturity (%)
                                                    Duration
                            77 10/32.............   Yield to Maturity (%)
                                                    Duration
                            78 10/32.............   Yield to Maturity (%)
                                                    Duration
                            79 10/32.............   Yield to Maturity (%)
                                                    Duration
                            80 10/32.............   Yield to Maturity (%)
                                                    Duration
                            81 10/32.............   Yield to Maturity (%)
                                                    Duration
                            82 10/32.............   Yield to Maturity (%)
                                                    Duration

<TABLE>
<CAPTION>
                                                   30% Annual Default Rate
                                                   -----------------------
       Price (%)               0%                2%                      4%                      8%
- ----------------------   ------------- ----------------------  ----------------------  ------------
<S>                      <C>                    <C>                     <C>                     <C>
Total Assumed Defaults
From Month 13
Through Month 72                76.5%                   72.4%                   68.5%                   61.3%
                                  N/A                     N/A                     N/A                     N/A
                                10/94                   10/94                   10/94                   10/94
                         $44,170,269**          $44,146,883**           $44,143,886**           $44,070,325**
71 10/32.............             ***                     ***                     ***                     ***
72 10/32.............             ***                     ***                     ***                     ***
73 10/32.............             ***                     ***                     ***                     ***
74 10/32.............             ***                     ***                     ***                     ***
75 10/32.............             ***                     ***                     ***                     ***
76 10/32.............             ***                     ***                     ***                     ***
77 10/32.............             ***                     ***                     ***                     ***
78 10/32.............             ***                     ***                     ***                     ***
79 10/32.............             ***                     ***                     ***                     ***
80 10/32.............             ***                     ***                     ***                     ***
81 10/32.............             ***                     ***                     ***                     ***
82 10/32.............             ***                     ***                     ***                     ***


</TABLE>

<TABLE>
<CAPTION>
                                                        40% Annual Default Rate
                                                        -----------------------
       Price (%)                   0%                 2%                 4%                 8%
- ----------------------   -----------------     --------------     --------------     ---------
<S>                          <C>                <C>                <C>                  <C>          
Total Assumed Defaults
From Month 13
Through Month 72                     85.8%              81.6%              77.6%                70.1%
                                       N/A                N/A                N/A                  N/A
                                     10/94              10/94              10/94                10/94
                             $44,314,529**      $44,317,110**      $44,324,367**        $44,304,386**
71 10/32.............                  ***                ***                ***                  ***
72 10/32.............                  ***                ***                ***                  ***
73 10/32.............                  ***                ***                ***                  ***
74 10/32.............                  ***                ***                ***                  ***
75 10/32.............                  ***                ***                ***                  ***
76 10/32.............                  ***                ***                ***                  ***
77 10/32.............                  ***                ***                ***                  ***
78 10/32.............                  ***                ***                ***                  ***
79 10/32.............                  ***                ***                ***                  ***
80 10/32.............                  ***                ***                ***                  ***
81 10/32.............                  ***                ***                ***                  ***
82 10/32.............                  ***                ***                ***                  ***




                                   Price (%)
                                   ---------
                            Total Assumed Defaults
                            From Month 13
                            Through Month 72
                                                    Weighted Average Life
                                                    (years)
                                                    First Principal Payment
                                                    Date
                                                    Last Principal Payment
                                                    Date
                            71 10/32.............   Yield to Maturity (%)
                                                    Duration
                            72 10/32.............   Yield to Maturity (%)
                                                    Duration
                            73 10/32.............   Yield to Maturity (%)
                                                    Duration
                            74 10/32.............   Yield to Maturity (%)
                                                    Duration
                            75 10/32.............   Yield to Maturity (%)
                                                    Duration
                            76 10/32.............   Yield to Maturity (%)
                                                    Duration
                            77 10/32.............   Yield to Maturity (%)
                                                    Duration
                            78 10/32.............   Yield to Maturity (%)
                                                    Duration
                            79 10/32.............   Yield to Maturity (%)
                                                    Duration
                            80 10/32.............   Yield to Maturity (%)
                                                    Duration
                            81 10/32.............   Yield to Maturity (%)
                                                    Duration
                            82 10/32.............   Yield to Maturity (%)
                                                    Duration

- ----------
<FN>
 *  See "Special  Yield  Considerations"  for a discussion of other  assumptions
    used in preparing the Tables.  
 ** Principal  balance  remaining  (before any
    accrued and unpaid interest) after assets of the Trust Fund are exhausted.
*** Indicates a yield of (25.00)% or less and  therefore  that  investors  will
    suffer a loss of a substantial portion of their initial investment.
</FN>
</TABLE>
<PAGE>
                        THE RESOLUTION TRUST CORPORATION

    The Resolution Trust  Corporation (the "RTC") is an  instrumentality  of the
United States organized as a government corporation.  The RTC was established on
August 9, 1989, by the enactment of the Financial Institutions Reform, Recovery,
and  Enforcement  Act of 1989 (as amended from time to time,  "FIRREA")  for the
purpose of managing and resolving all cases  involving  depository  institutions
formerly  insured by the Federal Savings and Loan Insurance  Corporation and for
which a conservator or receiver is appointed  under federal law at any time from
January 1, 1989 to  September  30, 1993.  FIRREA  directs the RTC to conduct its
operations  in a manner which  maximizes  the net present  value return from the
sale of failed institutions or the assets thereof,  minimizes the impact of such
transactions on local markets,  makes  efficient use of public funds,  minimizes
losses  incurred in the  resolution  of failed  institutions,  and maximizes the
preservation of affordable housing for low-and moderate-income  individuals. The
principal  office of the RTC is located at 801 17th  Street,  N.W.,  Washington,
D.C. 20434.

    Until February 1, 1992, the FDIC served as the exclusive  manager of the RTC
and,  accordingly,  the Board of  Directors  of the FDIC  served as the Board of
Directors of the RTC. In its capacity as exclusive  manager of the RTC, the FDIC
was authorized to perform all responsibilities of the RTC.

    FIRREA also created the Thrift  Depositor  Protection  Oversight  Board (the
"Oversight Board"),  currently consisting of: the Secretary of the Treasury; the
Chairman of the Board of Governors  of the Federal  Reserve  System;  the Acting
Director of the Office of Thrift  Supervision;  the Acting Chairman of the Board
of Directors of the FDIC; the Acting  President and Chief  Executive  Officer of
the RTC (the "CEO");  and two independent  members  selected by the President of
the United States with the advice and consent of the United States  Senate.  The
Oversight Board has the  responsibility to review overall  strategies,  policies
and goals for the RTC's  activities,  including  general policies and procedures
for case resolution and for the management and disposition of assets.

    The Resolution Trust Corporation Refinancing,  Restructuring and Improvement
Act of 1991,  enacted into law on December 12, 1991, made a number of changes in
the management structure of the RTC which generally became effective on February
1, 1992.  First,  the FDIC was removed as the exclusive  manager of the RTC, the
position  of CEO was  created,  and,  all  powers  of the RTC  (including  those
formerly  vested  in the  RTC  Board  of  Directors)  were  vested  in the  CEO.
Thereafter,  the CEO was  appointed by the  President  of the United  States and
confirmed by the United  States  Senate.  Second,  the power to develop  overall
strategies,  policies and goals was vested in the RTC, rather than the Oversight
Board,  and the powers of the  Oversight  Board were limited to  reviewing  and,
under  certain  circumstances,  requiring  changes in, the  overall  strategies,
policies and goals formulated by the RTC.

    The RTC in its corporate capacity has the following powers, among others: to
enter into contracts; to make advance,  progress and other payments; to acquire,
hold,  lease,  mortgage and sell real and personal  property and to exercise all
the usual  incidents  of  ownership  of  property;  to sue and be sued;  to take
warrants, equity and participation interests in failed institutions or assets or
properties  thereof;  to make loans; to organize and control one or more insured
federal savings associations; subject to review by the Oversight Board, to adopt
rules,  regulations,  policies,  procedures and guidelines;  and such incidental
powers as are necessary to carry out its duties under FIRREA.

    The RTC has been  appointed  as  conservator  or receiver  with respect to a
large  number  of  depository  institutions,  including  each of the  Depository
Institutions.  The RTC as  conservator  or receiver of a Depository  Institution
succeeds  by  operation  of law to  all  rights  and  powers  of the  Depository
Institution,  and of any  stockholder,  creditor,  officer or  director  of such
institution  with respect to the institution  and its assets.  As conservator or
receiver,  the RTC is  authorized  to take  over the  assets  of the  Depository
Institution  and  operate it with all the powers of the  members,  shareholders,
directors and officers of the institution,  to collect all obligations and money
due to the institution and to preserve and conserve the institution's assets. As
conservator, the RTC is empowered to take such action as may be necessary to put
the  Depository  Institution  in a sound  and  solvent  condition  and as may be
appropriate  to  carry on and  preserve  the  business  of the  institution.  As
receiver,  the RTC is also empowered to liquidate the institution and realize on
its assets having due regard to credit conditions in the locality.

    When acting in its  capacity  as  conservator  or  receiver of a  Depository
Institution, the RTC has the power to enter into binding agreements for the sale
of assets of the Depository  Institution,  including Mortgage Loans. The RTC, in
its corporate capacity, however, is not liable for the obligations of the RTC in
its capacity as a conservator or receiver of a Depository Institution under such
agreements.  Accordingly,  the RTC in its corporate capacity has no liability in
connection with the issuance and sale of the  Certificates or in connection with
the Seller's  assignment  of the Mortgage  Loans to the Trustee,  other than the
RTC's guarantee of the Seller's  obligations  with respect to Mortgage Loans for
which it is not acting in its corporate capacity as the Seller,  pursuant to its
representations  and warranties,  to repurchase Mortgage Loans, cure a breach or
indemnify  against loss under certain  circumstances.  See  "DESCRIPTION  OF THE
MORTGAGE LOANS -- Representations and Warranties."

    FIRREA  provides  that the full  faith and  credit of the  United  States is
pledged to the payment of any obligation  issued by the RTC if (i) the principal
amount of the  obligation is stated therein and (ii) the term to maturity or the
date of maturity of such obligation is stated therein.  FIRREA prohibits the RTC
from  incurring  outstanding  obligations  (including  the estimated cost of any
contingent liabilities) in excess of certain amounts.

    FIRREA  provides  that the RTC may borrow from the Secretary of the Treasury
an amount not exceeding $5 billion outstanding at any one time. Pursuant to that
authority,  the RTC and the  Department  of the  Treasury  have  entered  into a
Financing  Agreement  pursuant to which the RTC may borrow  amounts from time to
time  to  provide  emergency   liquidity  funding  to  institutions   under  its
jurisdiction.  In addition,  the RTC and the Federal Financing Bank (the "FFB"),
an instrumentality of the U.S. Government under the supervision and direction of
the  Secretary of the  Treasury,  have entered into a Note  Purchase  Commitment
Agreement  pursuant to which the FFB has agreed to purchase  obligations  of the
RTC from time to time in an  aggregate  amount  which,  when  added to all other
outstanding  obligations  of the RTC,  does not  exceed  the  maximum  amount of
obligations that FIRREA permits the RTC to incur.

    Under FIRREA, the RTC was originally  scheduled to terminate on December 31,
1996;  upon such  termination and by operation of law, the FDIC will succeed the
RTC as  conservator  or receiver of any  institutions  for which the RTC is then
acting in such  capacity.  FIRREA  further  provides  that,  at the time of such
termination,  all assets and  liabilities  of the RTC will be transferred to the
FSLIC Resolution Fund (the "FRF").  FIRREA created the FRF as a separate fund to
be managed by the FDIC, and transferred to the FRF all assets and liabilities of
the former Federal Savings and Loan Insurance Corporation. FIRREA provides that,
if certain other specified funds are  insufficient to satisfy the liabilities of
the FRF, the Secretary of the Treasury  shall pay to the FRF such amounts as may
be necessary for FRF purposes.

    The RTC Completion  Act, which amended  FIRREA,  (i) provides for additional
funding  to carry out the RTC's  objectives;  (ii)  extends,  to a date  between
January 1, 1995 and July 1, 1995 (as determined by the Chairman of the Oversight
Board),  the time for which the RTC can be appointed  conservator or receiver of
depository institutions; (iii) accelerates to December 31, 1995 the original RTC
termination  date  stated  above;  and (iv)  implements  certain  changes in RTC
operating procedures.

                     CERTAIN FEDERAL INCOME TAX CONSEQUENCES

General

    The following is a general  discussion of the anticipated  material  federal
income tax  consequences  of the  purchase,  ownership  and  disposition  of the
Offered  Certificates.  This  discussion does not purport to address all federal
income tax  consequences  that may be  applicable  to  particular  categories of
investors, some of which may be subject to special tax regimens because of their
status under the Code and some of which may be subject to special rules based on
their  particular  circumstances.  The  authorities on which this  discussion is
based are subject to change or differing interpretations, and any such change or
interpretation   could  apply   retroactively.   This  discussion  reflects  the
applicable   provisions  of  the  Code  as  well  as  regulations   (the  "REMIC
Regulations") promulgated by the U.S. Department of the Treasury on December 23,
1992.  Investors  should  consult  their own tax  advisors  in  determining  the
federal,  state,  local and any other tax  consequences to them of the purchase,
ownership and disposition of the Offered Certificates.

    An election  will be made to treat a  segregated  pool of assets  within the
Trust Fund (excluding the Reserve Fund and the rights of Class A-1 and Class A-3
Certificateholders  under "yield supplement agreements" to receive payments from
the Reserve Fund in the event of a Basis Risk Shortfall  (the "Yield  Supplement
Agreements")) as a REMIC within the meaning of Code Section 860D.  Qualification
as a REMIC requires  ongoing  compliance  with certain  conditions.  Cadwalader,
Wickersham  & Taft,  counsel to the  Seller,  has advised the Seller that in the
firm's  opinion,  assuming  (i) the  making  of an  appropriate  election,  (ii)
compliance with the Agreement, and (iii) compliance with any changes in the law,
including  any  amendments  to  the  Code  or  applicable  Treasury  regulations
thereunder,  the REMIC Pool will  qualify  as a REMIC.  The Class  A-1-R,  Class
A-2A-R,  Class A-2B-R,  Class A-2C-R, Class A-3-R, Class A-4-R, Class B-R, Class
C-R, Class D-R, Class E-R and Class F-R  Interests,  corresponding  to the Class
A-1, Class A-2A, Class A-2B, Class A-2C, Class A-3, Class A-4, Class B, Class C,
Class D, Class E and Class F Certificates,  respectively,  will be considered to
be  "regular  interests"  in a REMIC and will be  referred to herein as "Regular
Interests." The Regular  Interests  generally will be treated for federal income
tax purposes as if they were newly originated debt instruments.

    Holders of Floating  Rate  Certificates  are  entitled to payments  from the
Reserve  Fund in the event of a Basis Risk  Shortfall  and will be  required  to
allocate their purchase price between their  beneficial  ownership  interests in
the related  Regular  Interests and Yield  Supplement  Agreements  and to report
their income realized with respect to each,  calculated taking into account such
allocation.  In general,  such allocation  would be based on the respective fair
market values of the Classes of Regular Interests  corresponding to the Floating
Rate  Certificates  and the related Yield  Supplement  Agreements on the date of
purchase of the related  Certificate.  The REMIC Administrator  intends to treat
the Yield  Supplement  Agreements  as having a negligible  value for purposes of
such  allocation  in  complying  with its  reporting  obligation  to  Holders of
Floating Rate Certificates under the Agreement. However, no representation is or
will be made as to the fair market value of the Yield  Supplement  Agreements or
of the  relative  values  of the  Regular  Interests  and the  Yield  Supplement
Agreements,  upon initial  issuance of the related  Certificates  or at any time
thereafter.  Holders of Floating Rate  Certificates are advised to consult their
own tax advisors concerning the determination of such fair market values.  Under
the  Agreement,  Holders of Floating  Rate  Certificates  will agree  that,  for
federal  income tax purposes,  they will be treated as owners of the  respective
Class of Regular Interests and of the corresponding Yield Supplement Agreement.

Status of Regular Interests

    Regular  Interests held by a mutual savings bank or a domestic  building and
loan  association  will constitute  "qualifying  real property loans" within the
meaning of Code Section  593(d)(1) in the same proportion that the assets of the
REMIC Pool would be so treated (or in whole if such proportion is at least 95%).
Regular  Interests held by a real estate  investment trust will constitute "real
estate  assets"  within the meaning of Code Section  856(c)(5)(A),  and interest
payments on the Regular  Interests will be considered  "interests on obligations
secured by mortgages on real property or on interests in real  property"  within
the meaning of Code Section  856(c)(3)(B) in the same proportion  that, for both
purposes,  the assets  and  income of the REMIC Pool would be so treated  (or in
whole if such  proportion is at least 95%). The REMIC  Regulations  provide that
payments of principal  and interest on the  Mortgage  Loans that are  reinvested
pending  distribution to holders of the Regular  Interests are qualifying assets
for purposes of Code Sections 593(d)(1) and 856(c)(5)(A). Regular Interests held
by a domestic  building  and loan  association  will be treated as  "regular  or
residual interests in a REMIC" under Code Section  7701(a)(19)(C)(xi),  but only
in the proportion  that the REMIC Pool holds "loans . . . secured by an interest
in real property which is residential  real property" within the meaning of Code
Section  7701(a)(19)(C)(v),  such  as  Mortgage  Loans  secured  by  multifamily
dwellings  or loans  secured by certain  other  real  property.  It is not clear
whether the Class A-1, Class A-2A, Class A-2B and Class A-2C  Certificates  will
qualify in whole or only in part under this test,  or whether and to what extent
the remaining classes of Offered Certificates will so qualify. Regular Interests
held  by  a  regulated  investment  company  will  not  constitute   "Government
securities"  within  the  meaning  of  Code  Section  851(b)(4)(A)(i).   Regular
Interests held by certain financial institutions will constitute an "evidence of
indebtedness" within the meaning of Code Section 582(c)(1).

Qualification as a REMIC

    In order for the REMIC  Pool to  qualify  as a REMIC,  there must be ongoing
compliance on the part of the REMIC Pool with the  requirements set forth in the
Code.  The REMIC Pool must fulfill an asset test,  which  requires  that no more
than a de minimis amount of the assets of the REMIC Pool, as of the close of the
third  calendar month  beginning  after the "Startup Day" (which for purposes of
this  discussion is the issue date of a REMIC within the meaning of Code Section
860G(a)(9))  and at all times  thereafter,  may  consist  of assets  other  than
"qualified mortgages" and "permitted investments." The REMIC Regulations provide
a "safe harbor" pursuant to which the de minimis  requirement is met at any time
when the aggregate adjusted basis of the nonqualified  assets is less than 1% of
the  aggregate  adjusted  basis of all the REMIC Pool's  assets.  An entity that
fails to meet the safe harbor may nevertheless demonstrate that it holds no more
than a de  minimis  amount of  nonqualified  assets.  The  REMIC  Pool must also
provide  "reasonable  arrangements" to prevent its residual  interest from being
held by certain disqualified  organizations (generally,  certain entities wholly
exempt from tax) or agents thereof and must furnish  applicable tax  information
to transferors or agents that violate this requirement.

    A qualified  mortgage is any obligation  that is  principally  secured by an
interest in real  property and that is either  transferred  to the REMIC Pool on
the Startup Day or is  purchased by the REMIC Pool within a  three-month  period
thereafter  pursuant  to a fixed price  contract  in effect on the Startup  Day.
Qualified  mortgages  include whole  mortgage  loans secured by commercial  real
estate, such as the Mortgage Loans,  provided,  in general,  (i) the fair market
value  of  the  real  property  security  (including  buildings  and  structural
components  thereof)  is at least 80% of the  principal  balance of the  related
Mortgage  Loan  either at  origination  or as of the  Startup  Day (an  original
loan-to-value  ratio of not more  than 125% with  respect  to the real  property
security) or (ii)  substantially all the proceeds of the Mortgage Loan were used
to  acquire,  improve or protect  an  interest  in real  property  that,  at the
origination  date,  was the only security for the Mortgage Loan. A Mortgage Loan
that was "substantially modified" prior to the Startup Day must either have been
so modified as a result of a default or reasonably  foreseeable  default or meet
the tests of the preceding  sentence as of the date of the latest  modification.
The Seller is required  under the  Agreement to  repurchase  any  Mortgage  Loan
within 90 days of discovery of noncompliance with these  requirements.  Any loan
not so secured is treated as a "defective  obligation"  to the extent  described
below.  A  "defective  obligation"  includes  (i) a mortgage in default or as to
which default is reasonably foreseeable, (ii) a mortgage as to which a customary
representation  or  warranty  made at the time of transfer to the REMIC Pool has
been breached,  (iii) a mortgage that was fraudulently procured by the mortgagor
and (iv) a mortgage  that was not in fact  principally  secured by real property
(but only if such  mortgage  is  disposed  of within  90 days of  discovery).  A
Mortgage Loan that is  "defective"  as described in clause (iv) that is not sold
within 90 days of discovery ceases to be a qualified  mortgage after such 90-day
period.

    Permitted  investments  include  cash flow  investments,  qualified  reserve
assets  and  foreclosure  property.  A cash  flow  investment  is  generally  an
investment of amounts  received on or with respect to qualified  mortgages for a
temporary period,  not exceeding  thirteen months,  which investment must earn a
return in the nature of interest.  A qualified  reserve asset is any  intangible
property held for investment that is part of any reserve reasonably  required to
be maintained by the REMIC Pool to provide for payments of expenses of the REMIC
Pool or to provide  additional  security for payments due on regular or residual
interests  that  otherwise  may be delayed or defaulted  upon because of default
(including  delinquencies)  on the  qualified  mortgages or lower than  expected
reinvestment  returns.  The  Reserve  Fund will not be part of the  REMIC  Pool.
Foreclosure  property is real property  acquired by the REMIC Pool in connection
with the default or imminent default of a qualified  mortgage and generally held
for not more than two years,  with  extensions  granted by the Internal  Revenue
Service.   See  "DESCRIPTION  OF  THE  MORTGAGE  LOANS  --  Representations  and
Warranties"  concerning  the Seller's  obligation to purchase real property that
would not qualify as foreclosure property under certain circumstances.

     In addition to the  foregoing  requirements,  the various  interests in the
REMIC Pool also must meet  certain  requirements.  All of the  interests  in the
REMIC Pool must be either of the  following:  (i) one or more classes of regular
interests;  or (ii) a single class of residual interests on which distributions,
if any, are made pro rata. A regular  interest is an interest in a REMIC that is
issued on the Startup Day with fixed terms, is designated as a regular interest,
unconditionally  entitles the holder to receive a specified principal amount (or
other similar  amount),  and provides  that interest  payments (or other similar
amounts), if any, at or before maturity either are payable based on a fixed rate
or a qualified  variable rate, or consist of a specified,  nonvarying portion of
the  interest  payments on qualified  mortgages.  Qualified  variable  rates are
described below under "-- Taxation of Regular Interests -- Variable Rate Regular
Interests."  A residual  interest is an interest in a REMIC other than a regular
interest  that is issued on the Startup Day and that is designated as a residual
interest.  The REMIC  Regulations  provide  that an  interest  in a REMIC may be
treated as a regular interest even if payments with respect to such interest are
subordinated to payments on other regular  interests or the residual interest in
the REMIC,  and are  dependent  on the absence of defaults or  delinquencies  on
qualified  mortgages or permitted  investments,  lower than reasonably  expected
returns  on  permitted   investments   and  expenses   incurred  by  the  REMIC.
Accordingly,  the Regular Interests will constitute regular  interests,  and the
Residual Interest will constitute a single class of residual  interests on which
distributions are made pro rata.

    If the  REMIC  Pool  fails  to  comply  with  one  or  more  of the  ongoing
requirements  of the Code for REMIC  status  during any taxable  year,  the Code
provides  that the  entity  will not be  treated  as a REMIC  for such  year and
thereafter.  In this  event,  an  entity  with  multiple  classes  of  ownership
interests  may be  treated as a separate  association  taxable as a  corporation
under  Treasury  regulations,  and the REMIC  Interests may be treated as equity
interests  therein.  The Code,  however,  authorizes the Treasury  Department to
issue  regulations that address  situations where failure to meet one or more of
the  requirements for REMIC status occurs  inadvertently  and in good faith, and
disqualification  of a REMIC would occur  absent  regulatory  relief.  Investors
should be aware, however, that the Conference Committee Report to the Tax Reform
Act of 1986 (the "1986 Act")  indicates  that the relief may be  accompanied  by
sanctions,  such as the imposition of a corporate income tax on all or a portion
of the REMIC Pool's income for the period of time in which the  requirements for
REMIC status are not satisfied.

Taxation of Regular Interests

General

    In general,  interest,  original  issue  discount  and market  discount on a
Regular  Interest will be treated as ordinary income to a beneficial owner of an
Offered Certificate ("Regular  Certificateholder"),  and principal payments on a
Regular  Interest  will be  treated  as a return of capital to the extent of the
Regular  Certificateholder's  basis in the Regular  Interest  allocable  to such
payments.  Regular  Certificateholders must use the accrual method of accounting
with  regard to  Regular  Interests,  regardless  of the  method  of  accounting
otherwise used by such Regular Certificateholders.

Original Issue Discount

    It is  anticipated  that the REMIC  Administrator  will  treat  the  Regular
Interests as issued with "original  issue  discount"  within the meaning of Code
Section  1273(a).  Regular  Certificateholders  generally must include  original
issue discount in ordinary income for federal income tax purposes as it accrues,
in  accordance  with a constant  interest  method  that takes into  account  the
compounding of interest,  in advance of receipt of the cash attributable to such
income.  The  following  discussion  is based  in part on  temporary  and  final
Treasury regulations issued on February 2, 1994 under Code Sections 1271 through
1273 and 1275 (the "OID  Regulations") and in part on the provisions of the 1986
Act.  Regular   Certificateholders  should  be  aware,  however,  that  the  OID
Regulations do not  adequately  address  certain  issues  relevant to prepayable
mortgage-backed  securities,  such as the Regular Interests.  To the extent such
issues are not addressed in the OID Regulations, the REMIC Administrator intends
to apply the principles of such regulations and the methodology described in the
Conference  Committee  Report to the 1986 Act. No assurance can be provided that
the  Internal  Revenue  Service  will not take a different  position as to those
matters  not  currently  addressed  by the OID  Regulations.  Moreover,  the OID
Regulations  include an anti-abuse rule allowing the Internal Revenue Service to
apply or depart from the OID  Regulations  where  necessary  or  appropriate  to
ensure a reasonable tax result in light of the applicable statutory  provisions.
A tax result will not be considered  unreasonable  under the anti-abuse  rule in
the absence of a  substantial  effect on the present  value of a taxpayer's  tax
liability.  Investors  are advised to consult  their own tax  advisors as to the
discussion herein and the appropriate  method of reporting interest and original
issue discount with respect to their Regular Interests.

    Each Regular Interest will be treated as a single installment obligation for
purposes of  determining  the original  issue  discount  includible in a Regular
Certificateholder's  income.  The total amount of original  issue  discount on a
Regular  Interest is the excess,  if any,  of the  "stated  redemption  price at
maturity"  of the  Regular  Interest  over its "issue  price," if such excess is
greater  than a  statutory  de  minimis  amount.  The issue  price of a Class of
Regular  Interests  is the  first  price at which a  substantial  amount  of the
corresponding Class of Offered Certificates, allocable to such Regular Interests
as described  above under "--  General," is sold to the public  (excluding  bond
houses,  brokers and underwriters).  Although unclear under the OID Regulations,
the REMIC Administrator  intends to treat the issue price of a Class as to which
there is no substantial  sale as of the Closing Date as the fair market value of
the allocable portion of such Class as of the Closing Date. The issue price will
be reduced in each case if any portion of such price is  allocable  to a related
Yield Supplement Agreement.  The issue price of a Regular Interest also includes
the amount paid by an initial Regular Certificateholder for accrued interest, if
any, that relates to the period prior to the issue date of the Certificate.  The
stated  redemption  price at maturity of a Regular  Interest always includes the
principal  amount  of the  Regular  Interest,  but  generally  will not  include
distributions of interest if such interest  distributions  constitute "qualified
stated interest." Under the OID Regulations, qualified stated interest generally
means interest  payable at a single fixed or qualified  variable rate,  provided
that such interest payments are unconditionally payable at intervals of one year
or  less  during  the  entire  term  of  the  Regular  Interest.   Although  the
Pass-Through  Rates with respect to the Regular Interests are generally expected
to meet this definition, the possibility that deferred interest may be allocated
to one or more Classes of the Regular  Interests may cause all interest  thereon
not to be treated as  qualified  stated  interest.  In this event,  all interest
would be included  in the stated  redemption  price at maturity of such  Regular
Interests and  characterized as original issue discount.  For this reason, it is
anticipated that the REMIC  Administrator will take the position in reporting to
Regular  Certificateholders  that all  interest  on a  Regular  Interest  is not
qualified  stated interest and is includible in the stated  redemption  price at
maturity.  However,  it should be noted that the original issue discount accrued
under this method for a period should not be materially  different  than the sum
of interest accrued at the applicable Certificate interest rate plus the accrual
of any discount  from par or less the  amortization  of any premium over par, in
each case under the constant yield method.

    A Regular  Certificateholder  generally must include in gross income for any
taxable year the sum of the "daily  portions," as defined below, of the original
issue discount, if any, on the Regular Interest accrued during an accrual period
(the period ending on each Distribution  Date) for each day on which the Regular
Interest is held,  including  the date of  purchase  but  excluding  the date of
disposition.  The Conference  Committee Report to the 1986 Act provides that the
rate of accrual  of  original  issue  discount  is to be based on a schedule  of
payments  that  assumes  a rate of  prepayment  of the  Mortgage  Loans  and the
anticipated  reinvestment  rate, if any,  relating to the Regular Interests (the
"Prepayment Assumption").  The Prepayment Assumption with respect to the Regular
Interests is as set forth in the "Summary of Information"  above and will assume
a zero  reinvestment  rate. No  representation  is made as to the actual rate at
which the Mortgage Loans will prepay.

    The original issue  discount  accruing in a full accrual period would be the
excess,  if any, of (i) the sum of (a) the present value of all of the remaining
distributions  to be made on the Regular  Interest as of the end of that accrual
period that are included in the Regular  Interest's  stated  redemption price at
maturity  and (b) the  distributions  made on the  Regular  Interest  during the
accrual  period that are included in the Regular  Interest's  stated  redemption
price at maturity over (ii) the adjusted issue price of the Regular  Interest at
the  beginning  of the  accrual  period.  The  present  value  of the  remaining
distributions  referred to in the preceding  sentence is calculated based on (i)
the yield to  maturity of the  Regular  Interest at the issue date,  (ii) events
(including  actual  prepayments)  that  have  occurred  prior  to the end of the
accrual period, (iii) the Prepayment Assumption and (iv) with respect to a Class
that bears a variable  rate of interest,  the  assumption  that interest will be
payable for the life of the Regular Interest at the initial rate thereon, taking
into  account any actual  discount  from par. For these  purposes,  the adjusted
issue price of a Regular  Interest at the beginning of any accrual period equals
the issue price of the Regular  Interest,  increased by the aggregate  amount of
original issue discount with respect to the Regular Interest that accrued in all
such prior  periods and reduced by the amount of  distributions  included in the
Regular  Interest's  stated  redemption  price at maturity that were made on the
Regular  Interest in such prior periods.  The original  issue discount  accruing
during an accrual period (as determined in this  paragraph) will then be divided
by the number of days in the period to determine  the daily  portion of original
issue  discount for each day in the period.  With respect to an initial  accrual
period shorter than a full accrual period,  the daily portions of original issue
discount must be determined  according to an  appropriate  allocation  under any
reasonable method.

    Under the method  described  above,  the daily  portions of  original  issue
discount  required  to be  included  in income  by a  Regular  Certificateholder
generally  will  increase  to take into  account  payments of  principal  on the
Mortgage  Loans that  exceed  the  Prepayment  Assumption,  and  generally  will
decrease  (but not below zero for any period) if the payments of  principal  are
slower than the  Prepayment  Assumption.  Adjustments  also will be made in each
accrual period to reflect changes in the actual  Pass-Through Rates with respect
to  the  Regular  Interests,   to  the  extent  they  differ  from  the  initial
Pass-Through Rates.

Acquisition Premium

    A purchaser of a Regular Interest at a price greater than its adjusted issue
price will be  required  to include in gross  income the daily  portions  of the
original issue discount on the Regular  Interest reduced pro rata by a fraction,
the  numerator of which is the excess of the purchase  price over such  adjusted
issue price and the  denominator of which is the excess of the remaining  stated
redemption price at maturity over the adjusted issue price. Alternatively,  such
a subsequent purchaser may elect to treat all such acquisition premium under the
constant yield method,  as described below under the heading  "Election to Treat
All Interest Under the Constant Yield Method."

Variable Rate Regular Interests

    The Class A-1-R and Class A-3-R  Interests  provide for interest  based on a
variable rate.  Under the OID  Regulations,  interest is treated as payable at a
variable  rate if,  generally,  (i) the issue price does not exceed the original
principal  balance  by more  than a  specified  amount,  and (ii)  the  interest
compounds or is payable at least annually at current values of certain objective
rates  measured by or based on lending rates for newly  borrowed funds or on the
yield or changes in the price of  actively  traded  property  or an index of the
prices of such  property.  The  variable  interest  generally  will be qualified
stated  interest to the extent it is  unconditionally  payable at least annually
and,  to  the  extent  successive  variable  rates  are  used,  interest  is not
significantly accelerated or deferred.  Moreover, under the REMIC Regulations, a
regular  interest  (i)  bearing  a  variable  rate tied to  current  values of a
"qualified  floating  rate" (i.e.,  a rate with respect to which  variations can
reasonably  be expected  to measure  contemporaneous  variations  in the cost of
newly  borrowed  funds),  or the  highest,  lowest  or  average  of two or  more
qualified floating rates, including a rate based on the average cost of funds of
one or more  financial  institutions  or that  represents a weighted  average of
rates on some or all of the  Mortgage  Loans that bear  either a fixed rate or a
qualified  floating  rate,  including such a rate that is subject to one or more
caps or floors,  or (ii) bearing one or more such qualifying  variable rates for
one or more periods,  or one or more fixed rates for one or more  periods,  will
qualify as a regular interest in a REMIC. Accordingly, the Class A-1-R and Class
A-3-R Interests have qualifying variable rates for REMIC purposes.

    The amount of original  issue  discount  with respect to a Regular  Interest
bearing a variable  rate of interest will accrue in the manner  described  above
under "--  Original  Issue  Discount,"  with the yield to  maturity  and  future
payments on such Regular  Interest to be  determined  by assuming  that interest
will be payable for the life of the Regular Interest at the initial rate payable
on the Regular  Interests  corresponding  to the respective  Classes of Floating
Rate  Certificates.  Ordinary income  reportable for any period will be adjusted
based on subsequent changes in the applicable index.

Market Discount

    A Regular  Interest  may be  subject to the  market  discount  rules of Code
Sections 1276 through 1278. Subject to a statutory de minimis exception, "market
discount" equals the adjusted issue price of the Regular Interest at the time of
purchase,  as described  above,  minus the purchaser's  original basis allocable
thereto.  The purchaser  generally will be required to recognize ordinary income
to  the  extent  of  accrued  market  discount  on  such  Regular   Interest  as
distributions of principal thereon are received,  in an amount not exceeding any
such  distribution.  Such market discount will accrue in a manner to be provided
in Treasury regulations and should take into account the Prepayment  Assumption.
The  Conference  Committee  Report  to the 1986 Act  provides  that  until  such
regulations are issued, such market discount would accrue either (i) in the same
manner as original  issue  discount or (ii) in the ratio of interest or original
issue  discount  allocable  to the  relevant  period to the interest or original
issue  discount  remaining on the Regular  Interest as of the  beginning of such
period. Such purchaser also generally will be required to treat a portion of any
gain on a sale or  exchange  of a Regular  Interest  as  ordinary  income to the
extent of the market  discount  accrued to the date of disposition  under one of
the foregoing methods,  less any accrued market discount  previously reported as
ordinary  income as principal was received.  Such  purchaser will be required to
defer  deduction  of a  portion  of the  interest  expense  attributable  to any
indebtedness  incurred or continued  to purchase or carry the Regular  Interest.
The  deferred  portion of such  interest  expense  would not exceed the  accrued
market  discount  on the  Regular  Interest  for such  year.  Any such  deferred
interest expense is, in general,  allowed as a deduction not later than the year
in which the  related  market  discount  income  is  recognized  or the  Regular
Interest is disposed of. As an alternative  to the inclusion of market  discount
in income on the foregoing  basis,  the Regular  Certificateholder  may elect to
include market discount in income currently as it accrues on all market discount
instruments  acquired by such Regular  Certificateholder in that taxable year or
thereafter,  in which  case the  interest  deferral  rule  will not  apply.  See
"Election to Treat All Interest Under the Constant Yield Method" below regarding
an alternative manner in which such election may be deemed to be made.

    Treasury  regulations  implementing  the market  discount rules have not yet
been issued,  and  investors  should  therefore  consult  their own tax advisors
regarding the application of these rules.  Investors should also consult Revenue
Procedure  92-67  concerning the elections to include market  discount in income
currently  and to accrue  market  discount  on the basis of the  constant  yield
method.

Premium

    A Regular  Interest  purchased at a cost greater than its  remaining  stated
redemption  price at maturity  generally  is  considered  to be  purchased  at a
premium.  If the  Regular  Certificateholder  holds such  Regular  Interest as a
"capital   asset"  within  the  meaning  of  Code  Section  1221,   the  Regular
Certificateholder  may elect under Code  Section 171 to  amortize  such  premium
under the constant yield method. The Conference Committee Report to the 1986 Act
indicates  a  Congressional  intent  that the same  rules that will apply to the
accrual  of market  discount  on  installment  obligations  will  also  apply to
amortizing bond premium under Code Section 171 on installment  obligations  such
as the Regular Interests,  although it is unclear whether the alternative to the
constant   interest  method  described  above  under  "--  Market  Discount"  is
available.  Amortizable  bond  premium  will be treated as an offset to interest
income on a Regular Interest,  rather than as a separate  deduction item. If all
interest payments on the Regular Interests are included in the stated redemption
price at maturity of the Regular  Interests,  then the Regular  Interests  would
never be considered to be purchased at a premium.  Rather,  an allocable portion
of the excess of the purchase price over the then  outstanding  principal amount
would  reduce the amount of stated  interest  that is treated as original  issue
discount in each period.

Treatment of Losses

    Regular Certificateholders will be required to report income with respect to
Regular Interests on the accrual method of accounting,  without giving effect to
delays or reductions in distributions  attributable to defaults or delinquencies
on the  Mortgage  Loans,  except to the extent it can be  established  that such
amounts are uncollectible.  Accordingly,  a Regular  Certificateholder  may have
income,  or may incur a  diminution  in cash  flow,  as a result of a default or
delinquency,  but may not be able to take a deduction (subject to the discussion
below) for the corresponding loss until a subsequent taxable year. To the extent
the rules of Code Section 166  regarding  bad debts are  applicable,  it appears
that Regular Certificateholders that are corporations or that otherwise hold the
Regular Certificates in connection with a trade or business should in general be
allowed to deduct as an ordinary loss any such loss sustained during the taxable
year on  account  of any such  Regular  Interest  becoming  wholly or  partially
worthless,  and  that,  in  general,  Regular  Certificateholders  that  are not
corporations and do not hold the Regular Certificates in connection with a trade
or business will be allowed to deduct as a short term capital loss any such loss
sustained  during  the  taxable  year on account  of any such  Regular  Interest
becoming  wholly  worthless.  Although  the  matter  is  not  free  from  doubt,
non-corporate Regular  Certificateholders should be allowed a bad debt deduction
at such time as the principal balance of such Regular Certificates is reduced to
reflect  losses  resulting  from any  liquidated  Mortgage  Loans.  The Internal
Revenue Service,  however,  could take the position that  non-corporate  holders
will be allowed a bad debt  deduction  to  reflect  such  losses  only after all
Mortgage Loans  remaining in the Trust Fund have been  liquidated or the Regular
Certificates  have been otherwise  retired.  The Internal  Revenue Service could
also assert that losses on the Regular Certificates are deductible based on some
other method that may defer such  deductions  for all holders,  such as reducing
future cash flow for purposes of computing  original  issue  discount.  This may
have the effect of creating  "negative"  original  issue discount which would be
deductible  only against  future  positive  original issue discount or otherwise
upon termination of the Class. Regular  Certificateholders  are urged to consult
their own tax advisors regarding the appropriate timing, amount and character of
any loss sustained with respect to the Regular Interests. Losses attributable to
interest  previously  reported as income should be deductible as ordinary losses
by both corporate and non-corporate  holders.  Special loss rules are applicable
to banks and thrift  institutions,  including rules  regarding  reserves for bad
debts.  Such  taxpayers are advised to consult their own tax advisors  regarding
the treatment of losses on the Regular Interests.

Election to Treat All Interest Under the Constant Yield Method

    A holder of a debt instrument such as a Regular  Interest may elect to treat
all interest  that accrues on the  instrument  using the constant  yield method,
with none of the  interest  being  treated as  qualified  stated  interest.  For
purposes of applying the constant yield method to a debt  instrument  subject to
such an election,  (i)  "interest"  includes  stated  interest,  original  issue
discount,  de minimis  original issue  discount,  market discount and de minimis
market  discount,  as adjusted by any  amortizable  bond premium or  acquisition
premium and (ii) the debt instrument is treated as if the instrument were issued
on the holder's  acquisition  date in the amount of the holder's  adjusted basis
immediately  after  acquisition.  It is unclear whether,  for this purpose,  the
initial  Prepayment  Assumption  would  continue to apply or if a new prepayment
assumption  as of the date of the holder's  acquisition  would  apply.  A holder
generally may make such an election on an instrument by instrument  basis or for
a class or group of debt  instruments.  However,  if the  holder  makes  such an
election with respect to a debt instrument with amortizable bond premium or with
market  discount,  the holder is deemed to have made  elections to amortize bond
premium or to report market  discount  income  currently as it accrues under the
constant  yield  method,  respectively,  for all  premium  bonds  held or market
discount  bonds  acquired by the holder in the same taxable year or  thereafter.
The election is made on the holder's  federal  income tax return for the year in
which  the debt  instrument  is  acquired  and is  irrevocable  except  with the
approval of the Internal Revenue Service. Investors should consult their own tax
advisors regarding the advisability of making such an election.

Sale or Exchange of Regular Interests

    If a Regular  Certificateholder sells or exchanges its interest in a Regular
Interest, the Regular Certificateholder will recognize gain or loss equal to the
difference,  if any,  between  the amount  received  allocable  thereto and such
Regular Certificateholder's adjusted basis in the Regular Interest. The adjusted
basis of a Regular Interest  generally will equal the portion of the cost to the
seller  of  the  respective  Certificate  allocated  to  the  Regular  Interest,
increased by any original issue discount or market discount  previously included
in the seller's gross income with respect to the Regular Interest and reduced by
amounts  included  in the stated  redemption  price at  maturity  of the Regular
Interest  that were  previously  received  by the  seller  and by any  amortized
premium.

    Except as  described  above with respect to market  discount,  and except as
provided  in this  paragraph,  any  gain or loss on the  sale or  exchange  of a
Regular  Interest  realized by an investor  who holds the Regular  Interest as a
capital  asset will be capital gain or loss and will be long-term or  short-term
depending  on  whether  the  Regular  Interest  has been held for the  long-term
capital gain holding  period (more than one year).  Such gain will be treated as
ordinary  income (i) if an Offered  Certificate is held as part of a "conversion
transaction"  as defined in Code Section  1258(c),  up to the amount of interest
that would  have  accrued  on the  holder's  net  investment  in the  conversion
transaction  at 120% of the  appropriate  applicable  Federal  rate  under  Code
Section  1274(d) in effect at the time the holder  entered into the  transaction
minus any amount previously treated as ordinary income with respect to any prior
disposition of property that was held as a part of such transaction, (ii) in the
case of a  non-corporate  taxpayer,  to the  extent  such  taxpayer  has made an
election  under  Code  Section  163(d)(4)  to have net  capital  gains  taxed as
investment  income at ordinary  income  rates,  or (iii) to the extent that such
gain does not exceed the excess,  if any, of (a) the amount that would have been
includible in the gross income of the holder if its yield on the related Regular
Interest  were 110% of the  applicable  Federal rate as of the date of purchase,
over (b) the amount of income  actually  includible  in the gross income of such
holder  with  respect  to  such  Regular  Interest.  In  addition,  gain or loss
recognized  from the sale of a  Regular  Interest  by  certain  banks or  thrift
institutions will be treated as ordinary income or loss pursuant to Code Section
582(c).  Pursuant to the Revenue  Reconciliation  Act of 1993,  capital gains of
certain  non-corporate  taxpayers  are subject to a lower  maximum tax rate than
ordinary income of such taxpayers.  The maximum tax rate for corporations is the
same with respect to both ordinary income and capital gains.

Tax Treatment of Yield Supplement Agreements

    The tax  treatment  of payments  received  by the Holder of a Floating  Rate
Certificate under a Yield Supplement  Agreement depends on the portion,  if any,
of such Holder's purchase price allocable  thereto.  If the fair market value of
the Yield Supplement Agreement related to a Floating Rate Certificate is nominal
at the  time  of  acquisition  of  such  Certificate  (for  example,  due to the
remoteness of the risk that a Basis Risk Shortfall will occur), then the Regular
Certificateholder  would not be required to allocate any portion of its purchase
price to its beneficial ownership interest in the Yield Supplement Agreement. In
such event, all payments,  if any, received with respect to the Yield Supplement
Agreement  (either  separately or combined) would be treated as ordinary income.
If, as expected,  such payments are taxable under the rules relating to notional
principal  contracts,  then under applicable Treasury  regulations such payments
will be taxed as they are paid or accrue,  depending on the method of accounting
used by the  Certificateholder.  For an accrual method holder, such amounts most
likely would accrue at the same time as the interest or original  issue discount
income, as the case may be, on the related Regular Interest.  Thus, such amounts
would most likely be taken into income at substantially the same time as if they
represented  additional  interest on the related  Regular  Interest.  If a Yield
Supplement  Agreement  has a positive fair market value at the time the Floating
Rate  Certificate  is  acquired,  so that the Holder is  required  to allocate a
portion of its purchase price to such Yield Supplement Agreement,  it is unclear
how such  allocated  cost  would be  recovered  for tax  purposes.  Among  other
possibilities,  such cost might be  recovered  in the same  manner as if it were
included in the basis of the related  Regular  Interest,  under a  straight-line
method,  by allocating such cost among  different  periods based on the value of
the right to receive  payments  under the Yield  Supplement  Agreement  in those
periods,  or upon  termination of the Yield  Supplement  Agreement.  Because the
Seller  believes that the fair market value of the Yield  Supplement  Agreements
upon  issuance  of the  Offered  Certificates  will  be  negligible,  the  REMIC
Administrator   will  treat  the  entire  issue  price  of  the  Floating   Rate
Certificates  as the issue price of the related  Regular  Interests in computing
original issue  discount,  and will treat  payments  under the Yield  Supplement
Agreements,  if any,  as  ordinary  income as they accrue and will not take into
account  subsequent  changes,  if any,  in the fair  market  value of the  Yield
Supplement  Agreements.  If a Yield  Supplement  Agreement  has a positive  fair
market value at the time a Floating  Rate  Certificateholder  sells or exchanges
its Floating Rate  Certificate,  such holder generally will have capital gain or
loss  equal to the  difference  between  the  allocable  portion  of the  amount
realized on such sale or exchange  (based on the relative  fair market values of
the Yield Supplement  Agreements and the related Regular Interests at that time)
and the  holder's  adjusted  basis  therein,  if any.  Holders of Floating  Rate
Certificates  are  advised  to  consult  their own tax  advisors  regarding  the
appropriate  method of accounting  for income and recovery of basis with respect
to the Yield Supplement Agreements.

Taxation of Certain Foreign Investors

    Interest,  including  original issue  discount,  distributable  to a Regular
Certificateholder who is a "Non-U.S.  Person" (as defined below) with respect to
a Regular  Interest  will be considered  "portfolio  interest"  and,  therefore,
generally  will not be subject to 30% United States  withholding  tax,  provided
that such  Non-U.S.  Person  (i) is not a  "10-percent  shareholder"  within the
meaning  of  Code  Section  871(h)(3)(B)  or a  controlled  foreign  corporation
described  in Code  Section  881(c)(3)(C)  and (ii)  provides the Trustee or the
person who would  otherwise be required to withhold tax from such  distributions
under Code Section 1441 or 1442,  with an  appropriate  statement,  signed under
penalties of perjury,  identifying the beneficial owner and stating, among other
things,  that the  beneficial  owner of the  related  Offered  Certificate  is a
Non-U.S.  Person.  If such statement,  or any other required  statement,  is not
provided, 30% withholding will apply unless reduced or eliminated pursuant to an
applicable  tax treaty or unless the  interest  on the  Offered  Certificate  is
effectively  connected with the conduct of a trade or business within the United
States by such Non-U.S. Person. In the latter case, such Non-U.S. Person will be
subject to United States federal income tax at regular rates.  Although not free
from  doubt,  the  Seller  believes  that  payments,  if any,  under  the  Yield
Supplement  Agreements would not be subject to United States  withholding tax as
income  attributable to notional principal contracts (which should generally not
be treated as U.S.-source income in the hands of a Non-U.S. Person, other than a
nonresident  alien  individual with a "tax home" in the United States).  For the
purposes of this discussion,  the term "Non-U.S. Person" 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, or an estate or trust that is subject to U.S.
federal  income tax  regardless  of the source of its income.  Investors who are
Non-U.S.  Persons should  consult their own tax advisors  regarding the specific
tax consequences to them of owning an Offered Certificate.

Backup Withholding

    Distributions made on the Offered  Certificates,  and proceeds from the sale
of the Offered  Certificates to or through certain brokers,  may be subject to a
"backup" withholding tax under Code Section 3406 of 31% of "reportable payments"
(including interest  distributions,  original issue discount, and, under certain
circumstances,   principal   distributions)  unless,  in  general,  the  Regular
Certificateholder  complies with certain reporting or certification  procedures,
including  the provision of its taxpayer  identification  number to the Trustee,
its agent or the broker who effected the sale of the Offered Certificate, as the
case may be, or such  Regular  Certificateholder  is an exempt  recipient  under
applicable  provisions of the Code. Any amounts to be withheld from distribution
on the Offered Certificates would be refunded by the Internal Revenue Service or
allowed as a credit against the Regular  Certificateholder's  federal income tax
liability.

Reporting Requirements

    Reports of accrued interest, original issue discount,  information necessary
to  compute  the  accrual  of any market  discount  or  premium  on the  Regular
Interests,   and  information   concerning  payments  on  the  Yield  Supplement
Agreements and the percentage of the REMIC's assets meeting the qualified  asset
tests described above under "Status of Regular  Interests" will be made annually
to the Internal  Revenue  Service and to  individuals,  estates,  non-exempt and
non-charitable  trusts,  and  partnerships  who are either  holders of record of
Offered Certificates or beneficial owners who own Offered Certificates through a
broker or middleman as nominee.  All brokers,  nominees and all other non-exempt
holders of record of Offered Certificates (including corporations,  non-calendar
year  taxpayers,  securities  or  commodities  dealers,  real estate  investment
trusts,  investment  companies,  common trust  funds,  thrift  institutions  and
charitable  trusts) may request such  information  for any  calendar  quarter by
telephone or in writing by contacting the person  designated in Internal Revenue
Service  Publication  938 with  respect  to the  Offered  Certificates.  Holders
through nominees must request such information from the nominee.

    DUE TO THE  COMPLEXITY OF THESE RULES AND THE CURRENT  UNCERTAINTY AS TO THE
MANNER  OF  THEIR   APPLICATION  TO  THE  REMIC,  THE  TRUST  FUND  AND  REGULAR
CERTIFICATEHOLDERS,  IT  IS  PARTICULARLY  IMPORTANT  THAT  POTENTIAL  INVESTORS
CONSULT THEIR OWN TAX ADVISORS REGARDING THE TAX TREATMENT OF THEIR ACQUISITION,
OWNERSHIP AND DISPOSITION OF THE OFFERED CERTIFICATES.

                   CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS

    The  following  discussion  contains  summaries of certain  legal aspects of
mortgage loans which are general in nature. Because many of the legal aspects of
mortgage   loans  are  governed  by  applicable   state  laws  (which  may  vary
substantially),  the  following  summaries  do not  purport to be  complete,  to
reflect the laws of any particular  state, to reflect all the laws applicable to
any particular Mortgage Loan or to encompass the laws of all states in which the
properties securing the Mortgage Loans are situated. The summaries are qualified
in their  entirety  by  reference  to the  applicable  federal  and  state  laws
governing the Mortgage Loans.

Mortgages and Deeds of Trust Generally

    The  Mortgage  Loans  (other  than  Installment  Contracts)  included in the
Mortgage  Pool  will  consist  of  (or,  in the  case of  mortgage  pass-through
certificates,  be supported  by) loans  secured by either  mortgages or deeds of
trust  or  other  similar  security  instruments.  There  are two  parties  to a
mortgage,  the  mortgagor,  who is  the  borrower  and  owner  of the  mortgaged
property, and the mortgagee,  who is the lender. In a mortgage transaction,  the
mortgagor  delivers to the mortgagee a note,  bond or other written  evidence of
indebtedness  and a mortgage.  A mortgage  creates a lien upon the real property
encumbered by the mortgage as security for the obligation evidenced by the note,
bond or other evidence of indebtedness. Although a deed of trust is similar to a
mortgage, a deed of trust has three parties, the borrower-property  owner called
the trustor (similar to a mortgagor),  a lender called the beneficiary  (similar
to a mortgagee),  and a third-party grantee called the trustee.  Under a deed of
trust, the borrower  irrevocably  grants the property to the trustee,  until the
debt is paid, in trust for the benefit of the  beneficiary  to secure payment of
the obligation  generally with a power of sale. The trustee's  authority under a
deed of trust and the  mortgagee's  authority  under a mortgage  are governed by
applicable law, the express provisions of the deed of trust or mortgage, and, in
some cases, the directions of the beneficiary.

    The real property covered by a mortgage is most often the fee estate in land
and  improvements.  However,  a mortgage  may encumber  other  interests in real
property  such as a tenant's  interest  in a lease of land or  improvements,  or
both, and the leasehold  estate  created by such lease.  A mortgage  covering an
interest in real property other than the fee estate requires special  provisions
in the  instrument  creating  such  interest  or in the  mortgage to protect the
mortgagee against  termination of such interest before the mortgage is paid. The
Seller will make certain  representations  and  warranties in the Agreement with
respect to the  Mortgage  Loans  which are secured by an interest in a leasehold
estate.  See  "DESCRIPTION  OF  THE  MORTGAGE  LOANS  --   Representations   and
Warranties."

    Priority of the lien on mortgaged property created by mortgages and deeds of
trust  depends on their  terms  and,  generally,  on the order of filing  with a
state, county or municipal office,  although such priority may in some states be
altered by the  mortgagee's  or  beneficiary's  knowledge of  unrecorded  liens,
leases or  encumbrances  against  the  mortgaged  property.  However,  filing or
recording does not establish  priority over governmental  claims for real estate
taxes and assessments or, in some states, for reimbursement of remediation costs
of certain environmental conditions.  See "-- Environmental Risks." In addition,
the Code provides priority to certain tax liens over the lien of the mortgage.

Installment Contracts

    The Mortgage Loans included in the Mortgage Pool also consist of Installment
Contracts.  Under an Installment Contract the seller (hereinafter referred to in
this  Section as the  "lender")  retains  legal title to the property and enters
into an agreement with the purchaser (hereinafter referred to in this Section as
the "borrower") for the payment of the purchase price,  plus interest,  over the
term of such  contract.  Only  after full  performance  by the  borrower  of the
contract  is the  lender  obligated  to convey  title to the real  estate to the
purchaser.  As with  mortgage or deed of trust  financing,  during the effective
period of the Installment  Contract,  the borrower is generally  responsible for
maintaining  the property in good  condition  and for paying real estate  taxes,
assessments and hazard insurance premiums associated with the property.

    The  method of  enforcing  the  rights of the  lender  under an  Installment
Contract  varies on a  state-by-state  basis  depending upon the extent to which
state  courts are willing,  or able  pursuant to state  statute,  to enforce the
contract  strictly  according to its terms.  The terms of Installment  Contracts
generally provide that upon a default by the borrower, the borrower loses his or
her right to occupy the property,  the entire  indebtedness is accelerated,  and
the buyer's equitable interest in the property is forfeited.  The lender in such
a situation does not have to foreclose in order to obtain title to the property,
although  in some cases a quiet  title  action is in order if the  borrower  has
filed the Installment Contract in local land records and an ejectment action may
be necessary to recover  possession.  In a few states,  particularly in cases of
borrower default during the early years of an Installment  Contract,  the courts
will permit  ejectment of the buyer and a  forfeiture  of his or her interest in
the  property.  However,  most state  legislatures  have enacted  provisions  by
analogy to mortgage law protecting  borrowers under  Installment  Contracts from
the harsh  consequences  of  forfeiture.  Under such  statutes,  a  judicial  or
nonjudicial  foreclosure  may be  required,  the lender may be  required to give
notice of default and the borrower may be granted some grace period during which
the contract may be reinstated  upon full payment of the default  amount and the
borrower  may  have a  post-foreclosure  statutory  redemption  right.  In other
states,  courts in equity may permit a borrower with  significant  investment in
the property under an Installment  Contract for the sale of real estate to share
in the proceeds of sale of the property after the  indebtedness is repaid or may
otherwise  refuse to enforce  the  forfeiture  clause.  Nevertheless,  generally
speaking, the lender's procedures for obtaining possession and clear title under
an Installment Contract for the sale of real estate in a given state are simpler
and less  time-consuming  and costly than are the procedures for foreclosing and
obtaining clear title to a mortgaged property.

Junior Mortgages; Rights of Senior Mortgagees or Beneficiaries

    Some of the Mortgage  Loans included in the Mortgage Pool will be secured by
junior  mortgages or deeds of trust which are subordinate to senior mortgages or
deeds of trust held by other lenders or institutional  investors.  The rights of
the Trust Fund (and therefore the  Certificateholders),  as beneficiary  under a
junior deed of trust or as mortgagee under a junior mortgage, are subordinate to
those of the  mortgagee  or  beneficiary  under the senior  mortgage  or deed of
trust,  including  the prior rights of the senior  mortgagee or  beneficiary  to
receive  rents,  hazard  insurance  and  condemnation  proceeds and to cause the
property  securing the Mortgage Loan to be sold upon default of the mortgagor or
trustor,  thereby  extinguishing the junior mortgagee's or junior  beneficiary's
lien unless the Special Servicer asserts its subordinate  interest in a property
in foreclosure  litigation or satisfies the defaulted  senior loan. As discussed
more fully below, in many states a junior mortgagee or beneficiary may satisfy a
defaulted  senior  loan in full,  or may cure such  default and bring the senior
loan current,  in either event adding the amounts expended to the balance due on
the junior loan. Absent a provision in the senior mortgage, no notice of default
is required to be given to the junior mortgagee.

    The form of the mortgage or deed of trust used by many institutional lenders
confers on the mortgagee or  beneficiary  the right both to receive all proceeds
collected  under any hazard  insurance  policy and all awards made in connection
with any condemnation proceedings,  and to apply such proceeds and awards to any
indebtedness  secured  by the  mortgage  or deed of trust,  in such order as the
mortgagee or beneficiary may determine.  Thus, in the event  improvements on the
property are damaged or destroyed by fire or other casualty, or in the event the
property is taken by condemnation, the mortgagee or beneficiary under the senior
mortgage  or deed of trust will have the prior  right to collect  any  insurance
proceeds  payable  under a hazard  insurance  policy and any award of damages in
connection  with  the  condemnation  and to apply  the same to the  indebtedness
secured  by the  senior  mortgage  or deed of trust.  Proceeds  in excess of the
amount of senior  mortgage  indebtedness  will, in most cases, be applied to the
indebtedness  of a junior mortgage or trust deed. The laws of certain states may
limit the ability of mortgagees or beneficiaries to apply the proceeds of hazard
insurance and partial condemnation awards to the secured  indebtedness.  In such
states,  the  mortgagor or trustor must be allowed to use the proceeds of hazard
insurance  to  repair  the  damage  unless  the  security  of the  mortgagee  or
beneficiary has been impaired.  Similarly,  in certain states,  the mortgagee or
beneficiary  is  entitled  to the award for a partial  condemnation  of the real
property security only to the extent that its security is impaired.

    The form of  mortgage  or deed of trust used by many  institutional  lenders
typically contains a "future advance" clause, which provides,  in essence,  that
additional  amounts  advanced to or on behalf of the mortgagor or trustor by the
mortgagee  or  beneficiary  are to be secured by the  mortgage or deed of trust.
While such a clause is valid under the laws of most states,  the priority of any
advance made under the clause  depends,  in some states,  on whether the advance
was an  "obligatory" or "optional"  advance.  If the mortgagee or beneficiary is
obligated  to advance  the  additional  amounts,  the advance may be entitled to
receive the same priority as amounts  initially  made under the mortgage or deed
of trust,  notwithstanding  that there may be  intervening  junior  mortgages or
deeds of trust and other liens  between the date of recording of the mortgage or
deed of trust and the date of the future advance,  and notwithstanding  that the
mortgagee  or  beneficiary  had  actual  knowledge  of such  intervening  junior
mortgages  or deeds of trust and other liens at the time of the  advance.  Where
the mortgagee or beneficiary is not obligated to advance the additional  amounts
and has actual  knowledge of the intervening  junior mortgages or deeds of trust
and other  liens,  the advance may be  subordinate  to such  intervening  junior
mortgages  or deeds of trust and  other  liens.  Priority  of  advances  under a
"future  advance"  clause  rests,  in many  other  states,  on state law  giving
priority to all advances  made under the loan  agreement up to a "credit  limit"
amount stated in the recorded mortgage.

    Another  provision  typically  found in the form of the  mortgage or deed of
trust used by many  institutional  lenders obligates the mortgagor or trustor to
pay before  delinquency all taxes and assessments on the property and, when due,
all  encumbrances,  charges and liens on the property  which appear prior to the
mortgage  or deed of trust,  to  provide  and  maintain  fire  insurance  on the
property,  to maintain  and repair the  property and not to commit or permit any
waste thereof,  and to appear in and defend any action or proceeding  purporting
to affect the property or the rights of the mortgagee or  beneficiary  under the
mortgage or deed of trust. Upon a failure of the mortgagor or trustor to perform
any of these obligations,  the mortgagee or beneficiary is given the right under
the mortgage or deed of trust to perform the obligation itself, at its election,
with the mortgagor or trustor agreeing to reimburse the mortgagee or beneficiary
for any sums expended by the mortgagee or  beneficiary on behalf of the trustor.
All  sums  so  expended  by the  mortgagee  or  beneficiary  become  part of the
indebtedness secured by the mortgage or deed of trust.

    The form of  mortgage  or deed of trust used by many  institutional  lenders
typically  requires  the  mortgagor  or  trustor  to obtain  the  consent of the
mortgagee or beneficiary in respect of actions affecting the mortgaged property,
including,  without  limitation,  leasing  activities  (including new leases and
termination or modification of existing leases), alterations and improvements to
buildings  forming a part of the mortgaged  property and  management and leasing
agreements  for the mortgaged  property.  Tenants will often refuse to execute a
lease unless the mortgagee or beneficiary  executes a written agreement with the
tenant not to disturb the tenant's  possession of its premises in the event of a
foreclosure.  A senior mortgagee or beneficiary may refuse to consent to matters
approved by a junior  mortgagee or beneficiary with the result that the value of
the  security  for the  junior  mortgage  or deed of  trust is  diminished.  For
example,  a senior mortgagee or beneficiary may decide not to approve a lease or
to refuse to grant a tenant a non-disturbance  agreement.  If, as a result,  the
lease is not executed, the value of the mortgaged property may be diminished.

Cooperative Apartment Share Loans

    The Mortgage Pool contains Mortgage Loans made in connection with a purchase
or  refinancing of cooperative  apartments.  Such loans ("Co-op  Loans") are not
secured by liens on real estate. The "owner" of a cooperative apartment does not
own the real estate  constituting  the apartment,  but owns shares of stock in a
corporation which holds title to the building in which the apartment is located,
and by virtue of owning such stock is entitled to a proprietary  lease to occupy
the specific  apartment  (the  "Lease").  Thus, a Co-op Loan is a personal  loan
secured by a lien on the shares and an assignment of the Lease.  If the borrower
defaults on a Co-op Loan,  the  lender's  remedies  are similar to the  remedies
which apply to a foreclosure of a mortgage or deed of trust,  in that the lender
can foreclose the loan and assume "ownership" of the apartment shares.

    There are certain risks which arise as a result of the  cooperative  form of
ownership  which  differentiate  Co-op Loans from other types of mortgage loans.
For  example,   the  power  of  the  board  of  directors  of  most  cooperative
corporations  to reject a  proposed  purchaser  of a unit  owner's  shares  (and
prevent the sale of an apartment)  for any reason (other than reasons based upon
unlawful discrimination),  or for no reason,  significantly reduces the universe
of potential  purchasers in the event of a  foreclosure.  Moreover,  cooperative
apartment  owners run a special risk in buildings where the "sponsor" (i.e., the
owner of the unsold shares in the  corporation)  holds a  significant  number of
unsold  apartments  in that the sponsor  may go into  default on a loan which is
secured by a mortgage on the building.  In such event,  the unit owners would be
forced by special  assessment  to make payments on the  delinquent  loan or risk
losing their apartments in a foreclosure proceeding brought by the holder of the
mortgage on the building.  Not only would the value attributable to the right to
occupy a particular  apartment be adversely affected by the special  assessment,
but the  foreclosure  of a mortgage on the  building in which the  apartment  is
located could result in a total loss of the shareholder's equity in the building
(and a corresponding loss of the lender's security for its Co-op Loan).

Foreclosure

    Foreclosure  of a mortgage is  generally  accomplished  by  judicial  action
initiated by the service of legal pleadings upon all necessary parties having an
interest  in  the  real  property.  Delays  in  completion  of  foreclosure  may
occasionally  result from difficulties in locating  necessary parties defendant.
When the  mortgagee's  right to foreclose is  contested,  the legal  proceedings
necessary to resolve the issue can be time-consuming. A judicial foreclosure may
be subject to most of the delays and  expenses  of other  litigation,  sometimes
requiring up to several  years to complete.  At the  completion  of the judicial
foreclosure proceedings,  if the mortgagee prevails, the court ordinarily issues
a judgment of foreclosure and appoints a referee or other designated official to
conduct  the  sale of the  property.  Such  sales  are made in  accordance  with
procedures  which vary from state to state.  The purchaser at such sale acquires
the estate or interest in real property covered by the mortgage. If the mortgage
covered the tenant's  interest in a lease and  leasehold  estate,  the purchaser
will acquire such tenant's  interest subject to the tenant's  obligations  under
the lease to pay rent and perform other covenants contained therein.

    In a majority of cases,  foreclosure of a deed of trust is accomplished by a
non-judicial  trustee's  sale  under a specific  provision  in the deed of trust
and/or applicable statutory requirements which authorizes the trustee, generally
following a request from the beneficiary/lender,  to sell the property at public
sale upon any  default  by the  borrower  under the terms of the note or deed of
trust.  A number of states  may also  require  that a lender  provide  notice of
acceleration of a note to the borrower.  Notice  requirements  under a trustee's
sale vary from state to state.  In some states,  prior to the trustee's sale the
trustee must record a notice of default and send a copy to the borrower-trustor,
to any person who has  recorded a request  for a copy of a notice of default and
notice of sale and to any successor in interest to the trustor. In addition, the
trustee  must  provide  notice  in some  states to any  other  person  having an
interest in the real property,  including any junior lienholders, and to certain
other persons connected with the deed of trust. In some states, the borrower, or
any other person having a junior  encumbrance on the real estate,  may, during a
reinstatement  period,  cure the default by paying the entire  amount in arrears
plus the costs and  expenses (in some states,  limited to  reasonable  costs and
expenses)  incurred in enforcing the obligation.  Generally,  state law controls
the amount of foreclosure  expenses and costs,  including attorneys' fees, which
may be recovered by a lender.  If the deed of trust is not reinstated,  a notice
of sale must be posted in a public  place and, in most states,  published  for a
specific period of time in one or more newspapers.  In addition, some state laws
require  that a copy of the notice of sale be posted on the property and sent to
all parties having an interest in the real property.

    In case of foreclosure  under either a mortgage or a deed of trust, the sale
by the referee or other designated  official or by the trustee is often a public
sale.  However,  because of the  difficulty a potential  buyer at the sale might
have in  determining  the exact status of title to the  property  subject to the
lien of the mortgage or deed of trust and the  redemption  rights that may exist
(see "--  Statutory  Rights of  Redemption"  below),  and because  the  physical
condition and financial performance of the property may have deteriorated during
the foreclosure proceedings and/or for a variety of other reasons, a third party
may be unwilling to purchase the property at the  foreclosure  sale. Some states
require that the lender  disclose to potential  bidders at a trustee's  sale all
known facts materially affecting the value of the property.  Such disclosure may
have an adverse effect on the trustee's ability to sell the property or the sale
price thereof.  Potential buyers may further question the prudence of purchasing
property at a  foreclosure  sale as a result of the 1980  decision of the United
States Court of Appeals for the Fifth Circuit in Durrett v. Washington  National
Insurance  Company,  other decisions that have followed the reasoning of Durrett
and the codification of the Durrett reasoning in the federal bankruptcy code, as
amended from time to time (11 U.S.C.) (the "Bankruptcy Code"). As a result, even
a  non-collusive,  regularly  conducted  foreclosure  sale  may be a  fraudulent
transfer  under the Bankruptcy  Code,  regardless of the parties'  intent,  and,
therefore,  may be  rescinded  in favor  of the  bankrupt's  estate,  if (i) the
foreclosure  sale is held  while the debtor is  insolvent  and not more than one
year prior to the filing of the  bankruptcy  petition  (or if  applicable  state
fraudulent  conveyance law also allows the avoidance of such a foreclosure sale,
the applicable state statute of limitations if the bankruptcy  trustee elects to
proceed under state fraudulent  conveyance law), and (ii) the price paid for the
foreclosed  property  does  not  represent  "fair  consideration"   ("reasonably
equivalent value" under the Bankruptcy Code). For these and other reasons, it is
common for the lender to purchase  the  property  from the  trustee,  referee or
other  designated  official  for an amount  equal to the  outstanding  principal
amount of the  indebtedness  secured by the mortgage or deed of trust,  together
with  accrued and unpaid  interest  and the  expenses of  foreclosure,  in which
event,  if the  amount bid by the  lender  equals the full  amount of such debt,
interest and expenses,  the mortgagee's debt will be  extinguished.  Thereafter,
the lender will  assume the burdens of  ownership,  including  paying  operating
expenses and real estate taxes and making repairs.  The lender is then obligated
as an owner  until  it can  arrange  a sale of the  property  to a third  party.
Frequently,  the lender employs a third party  management  company to manage and
operate the property. The costs of operating and maintaining commercial property
may be  significant  and may be  greater  than  the  income  derived  from  that
property.  The costs of management and operation of those  mortgaged  properties
which are hotels,  motels or nursing or  convalescent  homes or hospitals may be
particularly  significant because of the expertise,  knowledge and, with respect
to nursing or convalescent homes or hospitals,  regulatory compliance,  required
to run  such  operations  and the  effect  which  foreclosure  and a  change  in
ownership may have on the public's and the industry's  (including  franchisors')
perception of the quality of such  operations.  The lender will commonly  obtain
the  services  of a real  estate  broker  and pay  the  broker's  commission  in
connection with the sale of the property.  Depending upon market conditions, the
ultimate  proceeds  of the  sale of the  property  may not  equal  the  lender's
investment in the property. Moreover, a lender commonly incurs substantial legal
fees and  court  costs in  acquiring  a  mortgaged  property  through  contested
foreclosure and/or bankruptcy proceedings.  Furthermore, an increasing number of
states require that any  environmental  hazards be eliminated  before a property
may be resold.  In addition,  a lender may be responsible under federal or state
law for the cost of  cleaning up a mortgaged  property  that is  environmentally
contaminated.  See "--  Environmental  Risks" below. As a result, a lender could
realize  an  overall  loss on a  mortgage  loan  even if the  related  mortgaged
property  is  sold  at  foreclosure  or  resold  after  it is  acquired  through
foreclosure for an amount equal to the full outstanding  principal amount of the
mortgage loan, plus accrued interest.

    In  foreclosure  proceedings,  some courts have  applied  general  equitable
principles.  These  equitable  principles are generally  designed to relieve the
borrower  from the  legal  effect  of his  defaults  under  the loan  documents.
Examples  of  judicial  remedies  that  have  been  fashioned  include  judicial
requirements  that the lender  undertake  affirmative  and expensive  actions to
determine  the causes of the  borrower's  default  and the  likelihood  that the
borrower  will be able to  reinstate  the  loan.  In  some  cases,  courts  have
substituted  their  judgment for the lender's  judgment and have  required  that
lenders  reinstate  loans or recast  payment  schedules in order to  accommodate
borrowers who are suffering from temporary financial disability. In other cases,
courts have limited the right of the lender to  foreclose  if the default  under
the mortgage  instrument  is not  monetary,  such as the  borrower's  failing to
maintain  adequately the property or the borrower's  executing a second mortgage
or deed of trust  affecting the property.  Finally,  some courts have been faced
with the issue of whether  or not  federal  or state  constitutional  provisions
reflecting due process concerns for adequate notice require that borrowers under
deeds of trust or  mortgages  receive  notices in addition  to the  statutorily-
prescribed  minimum.  For the most  part,  these  cases  have  upheld the notice
provisions as being  reasonable or have found that the sale by a trustee under a
deed of trust,  or under a  mortgage  having a power of sale,  does not  involve
sufficient state action to afford constitutional protections to the borrower.

    Under  the  REMIC  provisions  of the Code and the  Agreement,  the  Special
Servicer may be required to hire an  independent  contractor  to operate any REO
Property. The costs of such operation may be significantly greater than the cost
of direct  operation by the Special  Servicer.  See  "SERVICING  OF THE MORTGAGE
LOANS -- Collection and Other Servicing Procedures."

Environmental Risks

    Real  property  pledged as security to a lender may be subject to unforeseen
environmental  risks. Of particular  concern may be those  mortgaged  properties
which are,  or have been,  the site of  manufacturing,  industrial  or  disposal
activity. Such environmental risks may give rise to (a) a diminution in value of
property  securing any Mortgage Loan or the inability to foreclose  against such
property  or (b)  in  certain  circumstances  as  more  fully  described  below,
liability for clean-up costs or other remedial  actions,  which  liability could
exceed  the value of such  property  or the  principal  balance  of the  related
Mortgage Loan.

    Under the laws of certain states,  failure to perform the remediation of any
condition  or  circumstance  that  (i)  may  pose  an  imminent  or  substantial
endangerment to the public health or welfare or the environment, (ii) may result
in a release or threatened release of any Hazardous Material,  or (iii) may give
rise to any environmental  claim or demand (each such condition or circumstance,
an "Environmental Condition") required or demanded by the state may give rise to
a lien on the property to ensure the reimbursement of remedial costs incurred by
the state. In several states such lien has priority over the lien of an existing
mortgage against such property.  The value of a Mortgaged Property as collateral
for a Mortgage  Loan could  therefore be adversely  affected by the existence of
any such Environmental Condition.

    The state of the law is  currently  unclear  as to  whether  and under  what
circumstances  clean-up costs, or the obligation to take remedial actions, could
be imposed on a secured  lender such as the Trust  Fund.  Under the laws of some
states and under the federal Comprehensive Environmental Response,  Compensation
and Liability Act of 1980, as amended  ("CERCLA"),  a lender may be liable as an
"owner or operator" for costs of addressing  releases or threatened  releases of
hazardous  substances  on a  mortgaged  property if such lender or its agents or
employees have participated in the management of the operations of the borrower,
even  though the  environmental  damage or threat was caused by a prior owner or
other third party.  Excluded  from  CERCLA's  definition of "owner or operator,"
however,  is a  person  "who  without  participating  in the  management  of the
facility, holds indicia of ownership primarily to protect his security interest"
(the  "secured-creditor  exemption").  This  exemption for holders of a security
interest such as a secured  lender applies only when the lender seeks to protect
its  security  interest in the  contaminated  facility or property.  Thus,  if a
lender's  activities begin to encroach on the actual management of such facility
or  property,  the lender  faces  potential  liability as an "owner or operator"
under  CERCLA.  Similarly,  when  a  lender  forecloses  and  takes  title  to a
contaminated  facility or property (whether it holds the facility or property as
an  investment or leases it to a third  party),  the lender may incur  potential
CERCLA liability.

    A  decision  in May  1990 of the  United  States  Court of  Appeals  for the
Eleventh Circuit in United States v. Fleet Factors Corp. very narrowly construed
CERCLA's secured-creditor  exemption. The court held that a lender need not have
involved itself in the day-to-day  operations of the facility or participated in
decisions  relating  to  hazardous  waste to be  liable  under  CERCLA;  rather,
liability could attach to a lender if its involvement with the management of the
facility  is broad  enough to  support  the  inference  that the  lender had the
capacity to influence the  borrower's  treatment of hazardous  waste.  The court
added that a lender's  capacity to influence  such  decisions  could be inferred
from the extent of its  involvement in the facility's  financial  management.  A
subsequent  decision by the United States Court of Appeals for the Ninth Circuit
in In re Bergsoe Metal Corp.,  disagreeing  with the Fleet Factors  court,  held
that a secured  lender had no liability  absent "some actual  management  of the
facility" on the part of the lender. The scope of the secured-creditor exemption
is thus unclear.

    The Agreement  will provide that the Special  Servicer,  acting on behalf of
the Trust Fund, may not acquire title to, or possession of, a Mortgaged Property
underlying  a Mortgage  Loan,  take over its  operation or take any other action
that might subject the Trust Fund to liability  under CERCLA or comparable  laws
unless the Special Servicer has previously  determined,  based upon a phase I or
other  specified  environmental  assessment  prepared by a person who  regularly
conducts  such  environmental  assessments,  that the  Mortgaged  Property is in
compliance   with   applicable   environmental   laws  and  that  there  are  no
circumstances relating to use, management or disposal of any Hazardous Materials
for which investigation,  monitoring, containment, clean-up or remediation could
be required under applicable environmental laws, or that it would be in the best
economic  interest of the Trust Fund to take such  actions as are  necessary  to
bring the  Mortgaged  Property into  compliance  therewith or as may be required
under such laws.  This  requirement  effectively  precludes  enforcement  of the
security for the related Note until a satisfactory  environmental  assessment is
obtained or any required remedial action is taken,  reducing the likelihood that
the Trust Fund will become liable for any  Environmental  Condition  affecting a
Mortgaged Property,  but making it more difficult to realize on the security for
the Mortgage Loan.  However,  there can be no assurance  that any  environmental
assessment   obtained  by  the  Special   Servicer   will  detect  all  possible
Environmental  Conditions or that the other requirements of the Agreement,  even
if fully observed by the Special Servicer,  will in fact insulate the Trust Fund
from liability for Environmental Conditions.

     If a lender is or becomes liable for clean-up costs, it may bring an action
for  contribution  against  the  current  owners  or  operators,  the  owners or
operators  at the time of  on-site  disposal  activity  or any  other  party who
contributed  to the  environmental  hazard,  but such persons or entities may be
bankrupt or  otherwise  judgment  proof.  Furthermore,  such action  against the
Borrower may be adversely  affected by the  limitations  on recourse in the loan
documents.  Similarly,  in some  states  anti-deficiency  legislation  and other
statutes requiring the lender to exhaust its security before bringing a personal
action against the borrower-trustor (see "--Anti-Deficiency  Legislation" below)
may curtail the lender's ability to recover from its borrower the  environmental
clean-up  and  other  related  costs and  liabilities  incurred  by the  lender.
Shortfalls  occurring as the result of imposition of any clean-up  costs will be
borne  first by  Holders of Class F  Certificates,  second by Holders of Class E
Certificates,  third by  Holders of Class D  Certificates,  fourth by Holders of
Class C  Certificates,  fifth by Holders of Class B Certificates  and finally by
Holders of Class A Certificates, pro rata.

    The  Seller  generally  will  not  have  determined  whether   environmental
assessments  have  been  conducted  with  respect  to the  Mortgaged  Properties
relating to the Mortgage  Loans  included in the Mortgage Pool, and it is likely
that any environmental  assessments which would have been conducted with respect
to any of the Mortgaged  Properties would have been conducted at the time of the
origination  of the related  Mortgage  Loans and not  thereafter.  However,  the
Seller will  represent  and warrant  that,  as of the Closing  Date,  no related
Mortgaged Property is affected by a Disqualifying  Condition. In the event that,
following a default in payment on a Mortgage  Loan that  continues  for 60 days,
(i) the environmental  assessment  obtained by the Special Servicer prior to any
foreclosure  (as  described in the second  preceding  paragraph)  indicates  the
presence of a  Disqualifying  Condition  that arose prior to the date of initial
issuance  of the  Certificates  and (ii) each of the  Special  Servicer  and the
Master  Servicer  certify  that it has acted in  compliance  with the  servicing
standard set forth in the Agreement and has not, by any action,  created, caused
or contributed to a Disqualifying  Condition,  the Seller,  at its option,  will
either cure such  Disqualifying  Condition or repurchase  the affected  Mortgage
Loan for a price  equal  to the  outstanding  principal  balance  thereof,  plus
accrued  and unpaid  interest  to the date of  repurchase  and  certain  related
expenses.  The RTC, with respect to Mortgage Loans for which it is not acting in
its corporate capacity as the Seller,  will guarantee the Seller's obligation to
cure or  repurchase.  The  Seller  will not,  however,  be  responsible,  in its
capacity as such, for any Disqualifying Condition which may arise on a Mortgaged
Property after the date of initial issuance of the Certificates,  whether due to
actions of the Borrower,  the Master Servicer, the Special Servicer or any other
person.

Statutory Rights of Redemption

    In some  states,  after  foreclosure  sale  pursuant to a deed of trust or a
mortgage,  the  borrower  and  certain  foreclosed  junior  lienors  are given a
statutory  period in which to redeem the property from the foreclosure  sale. In
some  states,  redemption  may occur only upon  payment of the entire  principal
balance of the loan,  accrued  interest  and expenses of  foreclosure.  In other
states,  redemption may be authorized if the former borrower pays only a portion
of the sums due. The effect of a statutory  right of  redemption  is to diminish
the  ability  of the  lender  to sell  the  foreclosed  property.  The  right of
redemption  may defeat the title of any purchaser at a  foreclosure  sale or any
purchaser  from the lender  subsequent to a  foreclosure  sale.  Certain  states
permit a lender  to avoid a  post-sale  redemption  by  waiving  its  right to a
deficiency judgment.  Consequently, the practical effect of the redemption right
is often to force the  lender to retain the  property  and pay the  expenses  of
ownership until the redemption period has run. In some states, there is no right
to redeem property after a trustee's sale under a deed of trust.

    Borrowers under Installment  Contracts generally do not have the benefits of
redemption  periods such as exist in the same  jurisdiction  for mortgage loans.
Where redemption  statutes do exist under state laws for Installment  Contracts,
the redemption period is usually far shorter than for mortgages.

Anti-Deficiency Legislation

    A  substantial  number of the Mortgage  Loans  included in the Mortgage Pool
will be  nonrecourse  loans as to which,  in the event of default by a Borrower,
recourse  may be had only against the  specific  property  pledged to secure the
related  Mortgage  Loan and not against the  Borrower's  other  assets.  Even if
recourse is  available  pursuant to the terms of the  Mortgage  Loan against the
Borrower's  assets in addition to the Mortgaged  Property,  certain  states have
imposed statutory  prohibitions which impose prohibitions against or limitations
on such  recourse.  For  example,  some  state  statutes  limit the right of the
beneficiary  or mortgagee to obtain a deficiency  judgment  against the borrower
following  foreclosure or sale under a deed of trust. A deficiency judgment is a
personal  judgment  against  the  former  borrower  equal  in most  cases to the
difference  between  the net amount  realized  upon the public  sale of the real
property  and  the  amount  due  to  the  lender.  Other  statutes  require  the
beneficiary or mortgagee to exhaust the security  afforded under a deed of trust
or  mortgage  by  foreclosure  in an  attempt to  satisfy  the full debt  before
bringing a personal action against the borrower.  In certain states,  the lender
has the option of bringing a personal  action  against the  borrower on the debt
without first exhausting such security;  however,  in some of these states,  the
lender,  following  judgment  on such  personal  action,  may be  deemed to have
elected a remedy and may be precluded from  exercising  remedies with respect to
the security.  Consequently,  the practical effect of the election  requirement,
when applicable, is that lenders will usually proceed first against the security
rather than  bringing  personal  action  against the borrower.  Other  statutory
provisions limit any deficiency judgment against the former borrower following a
judicial sale to the excess of the  outstanding  debt over the fair market value
of the property at the time of the public sale. The purpose of these statutes is
generally  to  prevent a  beneficiary  or a  mortgagee  from  obtaining  a large
deficiency  judgment  against the former borrower as a result of low bids or the
absence of bids at the judicial sale.

Bankruptcy Laws

    Numerous statutory provisions,  including the Bankruptcy Code and state laws
affording  relief to debtors,  may  interfere  with and delay the ability of the
secured  mortgage  lender  to  obtain  payment  of the  loan,  to  realize  upon
collateral  and/or to enforce a  deficiency  judgment.  For  example,  under the
Bankruptcy  Code,  virtually  all  actions  (including  foreclosure  actions and
deficiency judgment proceedings) are automatically stayed upon the filing of the
bankruptcy  petition  and,  often,  no interest or  principal  payments are made
during  the  course of the  bankruptcy  proceeding.  The delay and  consequences
thereof  caused  by such  automatic  stay can be  significant.  Also,  under the
Bankruptcy  Code,  the filing of a petition in  bankruptcy  by or on behalf of a
junior  lienor,   including,   without  limitation,   any  junior  mortgagee  or
beneficiary, may stay the senior lender from taking action to foreclose out such
junior lien.

    Under the  Bankruptcy  Code,  provided  certain  substantive  and procedural
safeguards for the lender are met, the amount and terms of a mortgage or deed of
trust  secured  by  property  of  the  debtor  may  be  modified  under  certain
circumstances.  The outstanding  amount of the loan secured by the real property
may be reduced to the then current value of the property  (with a  corresponding
partial reduction of the amount of the lender's security interest) pursuant to a
confirmed plan or lien avoidance  proceeding,  thus leaving the lender a general
unsecured  creditor for the  difference  between such value and the  outstanding
balance of the loan. Other modifications may include the reduction in the amount
of each monthly payment, which reduction may result from a reduction in the rate
of interest  and/or the  alteration of the repayment  schedule  (with or without
affecting  the unpaid  principal  balance of the loan),  and/or an extension (or
acceleration)  of the final maturity date.  Some courts with federal  bankruptcy
jurisdiction  have  approved  plans,  based  on  the  particular  facts  of  the
reorganization  case,  that  effected  the curing of a mortgage  loan default by
paying  arrearages over a number of years.  Also,  under the Bankruptcy  Code, a
bankruptcy  court  may  permit  a  debtor  through  its  rehabilitative  plan to
de-accelerate  a secured loan and to  reinstate  the loan even though the lender
accelerated the mortgage loan and final judgment of foreclosure had been entered
in state court  (provided no sale of the property had yet occurred) prior to the
filing of the  debtor's  petition.  This may be done even if the full amount due
under  the  original   loan  is  never  repaid.   Other  types  of   significant
modifications  to the terms of the mortgage may be acceptable to the  bankruptcy
court, often depending on the particular facts and circumstances of the specific
case.

     A "deficient  valuation" with respect to any mortgage loan is the excess of
(a)(i) the then outstanding  principal  balance of the mortgage loan,  plus (ii)
accrued and unpaid  interest  and expenses  reimbursable  under the terms of the
related  note  to  the  date  of  the  bankruptcy  petition  (collectively,  the
"Outstanding   Balance"),   over  (b)  a  valuation  by  a  court  of  competent
jurisdiction  of the mortgaged  property  which  reduces the  principal  balance
receivable on such mortgage loan to an amount less than the Outstanding  Balance
of the mortgage loan, which valuation results from a proceeding  initiated under
the Bankruptcy Code. As used herein,  "Deficient  Valuation" means, with respect
to any  Mortgage  Loan,  the  deficient  valuation  described  in the  preceding
sentence,  without  giving effect to clause (a)(ii)  thereof.  If the terms of a
court  order in respect of any  retroactive  Deficient  Valuation  provide for a
reduction  in the  indebtedness  of a  Mortgage  Loan and the  earlier  maturity
thereof, the term Deficient Valuation includes an additional amount equal to the
excess,  if any, of (a) the amount of principal that would have been due on such
Mortgage Loan for each month retroactively  affected (i.e., each month occurring
after the effective date of such Deficient Valuation but before the distribution
of amounts in respect of such Deficient Valuation to Certificateholders pursuant
to the Agreement), based on the original payment terms and amortization schedule
of such Mortgage Loan over (b) the amount of principal due on such Mortgage Loan
for each  such  retroactive  month  (assuming  the  effect  of such  retroactive
application according to such Mortgage Loan's revised amortization  schedule). A
"Debt Service  Reduction,"  with respect to any Mortgage Loan, is a reduction in
the scheduled monthly payment, as described in the Agreement,  for such Mortgage
Loan by a court of competent  jurisdiction in a proceeding  under the Bankruptcy
Code, except such a reduction resulting from a Deficient Valuation.

    Federal  bankruptcy law may also interfere with or affect the ability of the
secured  mortgage  lender to enforce an  assignment  by a mortgagor of rents and
leases  related to the  mortgaged  property  if the  related  mortgagor  is in a
bankruptcy  proceeding.  Under Section 362 of the Bankruptcy Code, the mortgagee
will  be  stayed  from  enforcing  the  assignment,  and the  legal  proceedings
necessary  to  resolve  the  issue  can be  time-consuming  and  may  result  in
significant  delays  in the  receipt  of the  rents.  Rents  may also  escape an
assignment  thereof (i) if the assignment is not fully perfected under state law
prior to  commencement  of the  bankruptcy  proceeding,  (ii) to the extent such
rents are used by the borrower to maintain the mortgaged property,  or for other
court  authorized  expenses,  or (iii) to the  extent  other  collateral  may be
substituted for the rents.

    To the extent a  mortgagor's  ability to make payment on a mortgage  loan is
dependent on payments under a lease of the related property, such ability may be
impaired by the  commencement  of a bankruptcy  proceeding  relating to a lessee
under such  lease.  Under the  Bankruptcy  Code,  the  filing of a  petition  in
bankruptcy by or on behalf of a lessee  results in a stay in bankruptcy  against
the  commencement  or  continuation  of any state court  proceeding for past due
rent, for  accelerated  rent,  for damages or for a summary  eviction order with
respect to a default  under the lease that  occurred  prior to the filing of the
lessee's petition.

    In addition,  federal  bankruptcy  law generally  provides that a trustee or
debtor in possession in a bankruptcy or reorganization case under the Bankruptcy
Code may,  subject to approval of the court,  (a) assume the lease and retain it
or assign it to a third party or (b) reject the lease.  If the lease is assumed,
the trustee or debtor in possession (or assignee,  if applicable)  must cure any
defaults  under the lease,  compensate the lessor for its losses and provide the
lessor with  "adequate  assurance" of future  performance.  Such remedies may be
insufficient,  however,  as the lessor may be forced to continue under the lease
with a lessee that is a poor credit  risk or an  unfamiliar  tenant if the lease
was  assigned,  and any  assurances  provided  to the lessor  may,  in fact,  be
inadequate. Furthermore, there is likely to be a period of time between the date
upon  which a lessee  files a  bankruptcy  petition  and the date upon which the
lease is assumed or rejected. Although the lessee is obligated to make all lease
payments  currently with respect to the  post-petition  period,  there is a risk
that  such  payments  will  not  be  made  due to the  lessee's  poor  financial
condition.  If the lease is rejected, the lessor will be treated as an unsecured
creditor with respect to its claim for damages for  termination of the lease and
the lessor must relet the mortgaged  property  before the flow of lease payments
will recommence.  In addition,  pursuant to Section  502(b)(6) of the Bankruptcy
Code, a lessor's damages for lease rejection are limited by a formula.

    In a  bankruptcy  or similar  proceeding,  action may be taken  seeking  the
recovery as a preferential  transfer of any payments made by the mortgagor under
the related  Mortgage Loan to the Trust Fund.  Payments on long-term debt may be
protected  from  recovery as  preferences  if they are  payments in the ordinary
course of business  made on debts  incurred in the ordinary  course of business.
Whether  any  particular  payment  would be  protected  depends  upon the  facts
specific to a particular transaction.

Enforceability of Certain Provisions

Prepayment Provisions

    Courts generally enforce claims requiring prepayment fees unless enforcement
would  be  unconscionable.  However,  the  laws of  certain  states  may  render
prepayment fees  unenforceable  after a mortgage loan has been outstanding for a
certain  number of years,  or may limit the  amount of any  prepayment  fee to a
specified percentage of the original principal amount of the mortgage loan, to a
specified percentage of the outstanding principal balance of a mortgage loan, or
to a fixed number of months' interest on the prepaid amount.  In certain states,
prepayment  fees  payable  on  default or other  involuntary  acceleration  of a
mortgage loan may not be enforceable against the mortgagor. Some state statutory
provisions  may also treat certain  prepayment  fees as usurious if in excess of
statutory  limits.  See "--  Applicability  of Usury Laws." Some of the Mortgage
Loans  included in the  Mortgage  Pool may not require the payment of  specified
fees as a condition to prepayment or such requirements may have expired,  and to
the extent they do require such fees,  such fees will  generally not be expected
to be a material deterrent to prepayment. Some of the Mortgage Loans included in
the Mortgage Pool,  however,  may continue to have  prepayment  penalties  which
could be a deterrent to prepayments.

Due-on-Sale Provisions

    The   enforceability  of  due-on-sale   clauses  has  been  the  subject  of
legislation or litigation in many states, and in some cases, typically involving
single family residential mortgage  transactions,  their enforceability has been
limited or denied. In any event, the Garn-St Germain Depository Institutions Act
of 1982 (the "Garn-St Germain Act") preempts state constitutional, statutory and
case law that  prohibits  the  enforcement  of  due-on-sale  clauses and permits
lenders to enforce  these  clauses in  accordance  with their terms,  subject to
certain  exceptions.  As a result,  due-on-sale  clauses  have become  generally
enforceable except in those states whose legislatures  exercised their authority
to regulate the  enforceability  of such clauses with respect to mortgage  loans
that were (i) originated or assumed during the "window period" under the Garn-St
Germain Act,  which ended in all cases not later than October 15, 1982, and (ii)
originated by lenders other than national banks,  federal  savings  institutions
and  federal  credit  unions.  FHLMC  has taken the  position  in its  published
mortgage  servicing  standards  that,  out of a total of eleven  "window  period
states," five states (Arizona,  Michigan,  Minnesota,  New Mexico and Utah) have
enacted  statutes  extending,  on various  terms and for  varying  periods,  the
prohibition  on  enforcement  of  due-on-sale  clauses  with  respect to certain
categories  of  window  period  loans.   Also,  the  Garn-St  Germain  Act  does
"encourage"  lenders  to  permit  assumption  of loans at the  original  rate of
interest  or at some other rate less than the average of the  original  rate and
the market rate.

    The Agreement will provide that if any Mortgage Loan contains a provision in
the nature of a "due-on-sale" clause, which by its terms provides that: (i) such
Mortgage Loan shall (or may at the  mortgagee's  option)  become due and payable
upon  the  sale or  other  transfer  of an  interest  in the  related  Mortgaged
Property;  or (ii) such Mortgage Loan may not be assumed  without the consent of
the related mortgagee in connection with any such sale or other transfer,  then,
for so long as such  Mortgage  Loan is included  in the Trust  Fund,  the Master
Servicer,  or, if such Mortgage Loan is a Specially  Serviced Mortgage Loan, the
Special Servicer, on behalf of the Trustee,  shall take such actions as it deems
to be in the best  interest of the  Certificateholders  in  accordance  with the
servicing  standard  set forth in the  Agreement,  and may waive or enforce  any
due-on-sale clause contained in the related Note or Mortgage.

    In addition,  under federal bankruptcy law,  due-on-sale  clauses may not be
enforceable in bankruptcy proceedings and may, under certain  circumstances,  be
eliminated in any modified mortgage resulting from such bankruptcy proceeding.

Acceleration on Default

    A  significant  number of the Mortgage  Loans  included in the Mortgage Pool
will  include  a  "debt-acceleration"   clause,  which  permits  the  lender  to
accelerate the full debt upon a monetary or nonmonetary default of the Borrower.
The courts of all states will enforce clauses  providing for acceleration in the
event of a material  payment  default  after  giving  effect to any  appropriate
notices.  The equity  courts of any state,  however,  may refuse to  foreclose a
mortgage  or deed of trust when an  acceleration  of the  indebtedness  would be
inequitable  or  unjust  or the  circumstances  would  render  the  acceleration
unconscionable.  Furthermore, in some states, the Borrower may avoid foreclosure
and reinstate an accelerated  loan by paying only the defaulted  amounts and the
costs and  attorneys'  fees incurred by the lender in collecting  such defaulted
payments.

    State courts also are known to apply various legal and equitable  principles
to avoid enforcement of the forfeiture provisions of Installment Contracts.  For
example, a lender's practice of accepting late payments from the borrower may be
deemed a waiver of the forfeiture clause. State courts also may impose equitable
grace periods for payment of arrearages or otherwise permit reinstatement of the
contract  following  a  default.  Not  infrequently,  if  a  borrower  under  an
Installment   Contract  has  significant  equity  in  the  property,   equitable
principles  will be applied to reform or reinstate the contract or to permit the
borrower to share the proceeds  upon a  foreclosure  sale of the property if the
sale price exceeds the debt.

Soldiers' and Sailors' Relief Act

    Under the terms of the Soldiers'  and Sailors'  Civil Relief Act of 1940, as
amended (the "Relief  Act"),  a Borrower who enters  military  service after the
origination  of such  Borrower's  Mortgage  Loan  (including a Borrower 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  Borrower's  active  duty  status,  unless  a court  orders
otherwise upon application of the lender. Any shortfall in interest  collections
resulting  from the  application of the Relief Act, to the extent not covered by
any applicable credit enhancements, could result in losses to the Holders of the
Certificates.  The Relief Act applies to mortgagors who are members of the Army,
Navy, Air Force, Marines,  National Guard, Reserves, Coast Guard and officers of
the U.S. Public Health Service  assigned to duty with the military.  Because the
Relief  Act  applies  to  mortgagors  who  enter  military  service   (including
reservists who are later called to active duty) after origination of the related
Mortgage Loan, no information can be provided as to the number of Mortgage Loans
that may be affected by the Relief Act. A [significant  number] of the Mortgaged
Properties relating to Mortgage Loans included in the Mortgage Pool are owned by
Borrowers who are individuals.  In addition,  the Relief Act imposes limitations
which  would  impair the  ability of the Special  Servicer  to  foreclose  on an
affected  Mortgage Loan during the Borrower's  period of active duty status and,
under certain circumstances, during an additional three months thereafter. 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 Mortgaged Property in
a timely fashion.

Applicability of Usury Laws

    State and federal usury laws limit the interest that lenders are entitled to
receive  on a mortgage  loan.  In  determining  whether a given  transaction  is
usurious,  courts  may  include  charges in the form of  "points"  and "fees" as
"interest,"  but  may  exclude  payments  in  the  form  of   "reimbursement  of
foreclosure expenses" or other charges found to be distinct from "interest." If,
however, the amount charged for the use of the money loaned is found to exceed a
statutorily  established  maximum  rate,  the form  employed  and the  degree of
overcharge are both  immaterial.  Statutes  differ in their  provision as to the
consequences  of a usurious loan.  One group of statutes  requires the lender to
forfeit the interest above the applicable limit or imposes a specified  penalty.
Under this statutory scheme, the borrower may have the recorded mortgage or deed
of trust cancelled upon paying its debt with lawful interest,  or the lender may
foreclose,  but  only for the  debt  plus  lawful  interest.  A second  group of
statutes is more  severe.  A violation  of this type of usury law results in the
invalidation  of the  transaction,  thereby  permitting the borrower to have the
recorded mortgage or deed of trust cancelled without any payment and prohibiting
the lender from foreclosing.

    Under the  Agreement,  the Seller will  represent and warrant to the Trustee
for the benefit of  Certificateholders  that the Mortgage  Loans included in the
Trust Fund complied at origination with applicable  laws,  including usury laws.
If this  representation  and  warranty is breached  with respect to any Mortgage
Loan in a  manner  that  materially  and  adversely  affects  the  interests  of
Certificateholders,  the Seller will be obligated to indemnify for any resulting
loss,  subject  to the terms and  conditions  set  forth in the  Agreement.  See
"DESCRIPTION OF THE MORTGAGE LOANS -- Representations and Warranties."

    The  Agreement  provides that the Master  Servicer and the Special  Servicer
will not charge interest in excess of that permitted under any applicable  state
and federal usury laws, notwithstanding that the applicable Note may provide for
a higher rate.

Alternative Mortgage Instruments

    Alternative mortgage instruments,  including adjustable rate mortgage loans,
originated by non-federally  chartered  lenders have historically been subjected
to a variety of restrictions.  Such  restrictions  differed from state to state,
resulting  in  difficulties  in  determining  whether a  particular  alternative
mortgage  instrument  originated by a  state-chartered  lender was in compliance
with  applicable law. These  difficulties  were  alleviated  substantially  as a
result of the enactment of Title VIII of the Garn-St Germain Act ("Title VIII").
Title  VIII  provides  that,  notwithstanding  any  state  law to the  contrary,
state-chartered   banks  may  originate   alternative  mortgage  instruments  in
accordance with regulations  promulgated by the Comptroller of the Currency with
respect to origination of alternative  mortgage  instruments by national  banks,
state-chartered  credit unions may originate alternative mortgage instruments in
accordance   with   regulations   promulgated  by  the  National   Credit  Union
Administration (the "NCUA") with respect to origination of alternative  mortgage
instruments  by federal  credit unions,  and all other  non-federally  chartered
housing  creditors,  including  state-chartered  savings and loan  associations,
state-chartered  savings  banks and mortgage  banking  companies,  may originate
alternative mortgage instruments in accordance with the regulations  promulgated
by the Federal Home Loan Bank Board (now the Office of Thrift  Supervision) with
respect to origination of alternative  mortgage  instruments by federal  savings
and  loan   associations.   Title  VIII  provides  that  any  state  may  reject
applicability  of the provision of Title VIII by adopting,  prior to October 15,
1985, a law or constitutional provision expressly rejecting the applicability of
such provisions. Certain states have taken such action.

Leases and Rents

    A significant number of the Mortgage Loans included in the Mortgage Pool are
secured by an assignment of leases and rents, either through a separate document
of assignment or as incorporated in the mortgage.  Under such  assignments,  the
borrower under the mortgage loan typically assigns its right, title and interest
as landlord  under each lease and the income  derived  therefrom  to the lender,
while  retaining  a  license  to  collect  the  rents for so long as there is no
default under the mortgage  loan  documentation.  The manner of  perfecting  the
lender's  interest in rents may depend on whether the borrower's  assignment was
absolute or one granted as security  for the loan.  Failure to properly  perfect
the lender's  interest in rents may result in the loss of a substantial  pool of
funds which could  otherwise serve as a source of repayment for the loan. In the
event the  Borrower  defaults,  the  license  terminates  and the  lender may be
entitled  to collect  rents.  Some state laws may  require  that to perfect  its
interest in rents, the lender must take possession of the property and/or obtain
judicial  appointment  of a receiver  before  becoming  entitled  to collect the
rents. Lenders that actually take possession of the property, however, may incur
potentially substantial risks attendant to being a mortgagee in possession. Such
risks  include  liability  for  environmental  clean-up  costs and  other  risks
inherent  to  property  ownership.   In  addition,   if  bankruptcy  or  similar
proceedings are commenced by or in respect of the Borrower, the lender's ability
to  collect  the  rents may be  adversely  affected.  In the  event of  Borrower
default,  the amount of rent the lender is able to collect  from the tenants can
significantly affect the value of the lender's security interest.

Secondary Financing; Due-on-Encumbrance Provisions

    Some of the Mortgage  Loans  included in the  Mortgage  Pool do not restrict
secondary  financing,  thereby  permitting  the  Borrower  to use the  Mortgaged
Property as security  for one or more  additional  loans.  Some of the  Mortgage
Loans may preclude secondary financing, either by permitting the first lender to
accelerate  the  maturity  of its loan if the  Borrower  further  encumbers  the
Mortgaged  Property  or by  requiring  the  consent of the senior  lender to any
junior or substitute financing; however, such provisions may be unenforceable in
certain  jurisdictions under certain  circumstances.  The Agreement will provide
that  if  any   Mortgage   Loan   contains  a  provision  in  the  nature  of  a
"due-on-encumbrance" clause, which by its terms: (i) provides that such Mortgage
Loan shall (or may at the  mortgagee's  option)  become due and payable upon the
creation of any lien or other encumbrance on the related Mortgaged Property;  or
(ii)  requires the consent of the related  mortgagee to the creation of any such
lien or other encumbrance on the related Mortgaged  Property,  then, for so long
as such Mortgage Loan is included in the Trust Fund, the Master  Servicer or, if
such Mortgage Loan is a Specially  Serviced Mortgage Loan, the Special Servicer,
on behalf of the Trust Fund,  shall  exercise (or decline to exercise) any right
it may have as the mortgagee of record with respect to such Mortgage Loan (x) to
accelerate the payments thereon,  or (y) to withhold its consent to the creation
of any such lien or other encumbrance, in a manner consistent with the servicing
standard set forth in the Agreement.

    Where the Borrower  encumbers the Mortgaged Property with one or more junior
liens,  the senior lender is subjected to additional  risk.  First, the Borrower
may have difficulty  servicing and repaying multiple loans.  Second, acts of the
senior lender which  prejudice  the junior lender or impair the junior  lender's
security  may  create a  superior  equity  in favor of the  junior  lender.  For
example,  if the  Borrower  and the senior  lender  agree to an  increase in the
principal  amount of or the interest rate payable on the senior loan, the senior
lender  may lose its  priority  to the  extent  an  existing  junior  lender  is
prejudiced  or the Borrower is  additionally  burdened.  Third,  if the Borrower
defaults on the senior loan and/or any junior loan or loans,  the  existence  of
junior  loans and  actions  taken by junior  lenders  can  impair  the  security
available  to the senior  lender and can  interfere  with,  delay and in certain
circumstances  even prevent the taking of action by the senior  lender.  Fourth,
the  bankruptcy  of a junior lender may operate to stay  foreclosure  or similar
proceedings by the senior lender.

Certain Laws and Regulations

    The Mortgaged Properties will be subject to compliance with various federal,
state and local statutes and  regulations.  Failure to comply  (together with an
inability to remedy any such failure) could result in material diminution in the
value of a Mortgaged  Property  which could,  together with the  possibility  of
limited alternative uses for a particular Mortgaged Property (i.e., a nursing or
convalescent  home or  hospital),  result  in a  failure  to  realize  the  full
principal amount of the related Mortgage Loan.

Type of Mortgaged Property

    The lender may be subject to additional risk depending upon the type and use
of the Mortgaged Property in question. For instance,  Mortgaged Properties which
are hospitals,  nursing homes or convalescent homes may present special risks to
lenders  in  large  part  due  to  significant  governmental  regulation  of the
operation,  maintenance,  control and  financing  of health  care  institutions.
Mortgages  on  Mortgaged  Properties  which  are owned by the  Borrower  under a
condominium form of ownership are subject to the declaration,  by-laws and other
rules and regulations of the condominium association. Mortgaged Properties which
are  hotels or motels may  present  additional  risk to the lender in that:  (i)
hotels and motels are typically  operated pursuant to franchise,  management and
operating  agreements  which may be  terminable  by the  operator;  and (ii) the
transferability  of the  hotel's  operating,  liquor and other  licenses  to the
entity  acquiring the hotel either through purchase or foreclosure is subject to
the vagaries of local law requirements.  In addition, Mortgaged Properties which
are  multifamily  residential  properties  may be subject to rent control  laws,
which could impact the future cash flows of such properties.

Americans With Disabilities Act

    Under Title III of the  Americans  with  Disabilities  Act of 1990 and rules
promulgated   thereunder   (collectively,   the  "ADA"),  in  order  to  protect
individuals  with   disabilities,   public   accommodations   (such  as  hotels,
restaurants,  shopping  centers,  hospitals,  schools and social  service center
establishments) must remove  architectural and communication  barriers which are
structural in nature from existing places of public  accommodation to the extent
"readily  achievable."  In addition,  under the ADA,  alterations  to a place of
public  accommodation  or a commercial  facility are to be made so that,  to the
maximum extent  feasible,  such altered  portions are readily  accessible to and
usable by disabled  individuals.  The "readily  achievable"  standard takes into
account,  among other  factors,  the financial  resources of the affected  site,
owner,  landlord or other applicable  Person. In addition to imposing a possible
financial  burden on the Borrower in its capacity as owner or landlord,  the ADA
may also impose such  requirements  on a foreclosing  lender who succeeds to the
interest of the Borrower as owner or landlord.  Furthermore,  since the "readily
achievable"  standard may vary depending on the financial condition of the owner
or  landlord,  a  foreclosing  lender who is  financially  more capable than the
Borrower of complying  with the  requirements  of the ADA may be subject to more
stringent requirements than those to which the Borrower is subject.

                              ERISA CONSIDERATIONS

    Any fiduciary of an employee benefit plan within the meaning of Section 3(3)
of the Employee  Retirement  Income Security Act of 1974, as amended  ("ERISA"),
which is  subject to the  fiduciary  responsibility  rules of Title I,  Sections
401-414  of ERISA,  or Section  4975 of the Code  (each,  a  "Plan"),  and 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.

     The U.S.  Department  of Labor has  granted to Bear,  Stearns & Co. Inc. an
administrative  exemption (Prohibited  Transaction Exemption 90-30, 55 Fed. Reg.
21,461 (May 24, 1990), as amended,  referred to herein as 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 subsequent resale by Plans of certificates evidencing an interest in
pass-through  trusts  that  consist of  certain  receivables,  loans,  and other
obligations that meet the conditions and requirements of the Exemption.

    The  Exemption  covers  certificates  evidencing  an  interest  in  a  trust
consisting of obligations  that bear interest or are purchased at a discount and
which are secured,  such as mortgages  secured by commercial or multifamily real
property. Among the other conditions that must be satisfied for the Exemption to
apply are the following:

        (1)  The  acquisition  of the  certificates  by  the  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 interests  evidenced by the certificates  acquired by
    the Plan are not subordinated to the rights and interests evidenced by other
    certificates of the trust;

        (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 S&P, D&P, Moody's  Investors  Service,  Inc.  ("Moody's") or
    Fitch Investors Service, Inc. ("Fitch");

     (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 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
    represents not more than reasonable  compensation for such person's services
    under the pooling and servicing agreement and reimbursement 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  Commission  under the
    Act.

    The trust fund must also meet the following requirements:

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

        (2)  Certificates in such other investment pools must have been rated in
    one of the three highest generic rating  categories of S&P, D&P,  Moody's or
    Fitch for at least one year prior to the Plan's acquisition of certificates;
    and

        (3)  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 in which the fiduciary (or its
affiliate) is an obligor on any  obligations  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 of each class of
certificates in which Plans have invested is acquired by persons  independent of
the  Restricted  Group (as  defined  below)  and at least  fifty  percent of the
aggregate  interest  in the trust is  acquired  by  persons  independent  of the
Restricted  Group;  (ii) such  fiduciary  (or its  affiliate) is an obligor with
respect to five  percent  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 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  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
the Seller,  the  Underwriters,  the Trustee,  the Master Servicer,  the Special
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").

    As of the date hereof  there is no single  obligor  with respect to Mortgage
Loans included in the Trust Fund that  constitute  more than five percent of the
aggregate  unamortized principal balance of the assets of the Trust Fund, but no
assurance can be given that there does not exist an affiliated group of obligors
on Mortgage Loans that constitute more than five percent of such balance.

    THE  CHARACTERISTICS  OF THE CLASS B,  CLASS C, CLASS D, CLASS E AND CLASS F
CERTIFICATES WILL NOT MEET THE REQUIREMENTS OF THE EXEMPTION.  ACCORDINGLY,  THE
CLASS B,  CLASS C,  CLASS D,  CLASS E AND  CLASS F  CERTIFICATES  SHOULD  NOT BE
ACQUIRED BY A PLAN.

    Prospective   Plan  investors  should  consult  with  their  legal  advisors
concerning the impact of ERISA and the Code, the applicability of the Exemption,
and the potential consequences in their specific circumstances,  prior to making
an investment in the Class A Certificates.  Moreover, each Plan fiduciary should
determine whether,  under the general fiduciary standards of investment prudence
and  diversification,  an investment in the Class A 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.

    A  governmental  plan as defined in Section 3(32) of ERISA is not subject to
ERISA or Code Section 4975. However,  such a governmental plan may be subject to
a federal,  state or local law, which is, to a material  extent,  similar to the
provisions  of ERISA or Code  Section  4975  ("Similar  Law").  A fiduciary of a
governmental  plan should make its own  determination as to the need for and the
availability of any exemptive relief under Similar Law.

                         LEGAL INVESTMENT CONSIDERATIONS

    The Class A-1,  Class  A-2A,  Class A-2B and Class  A-2C  Certificates  will
constitute  "mortgage related securities" for purposes of the Secondary Mortgage
Market Enhancement Act of 1984 (the "Enhancement  Act"). For so long as they are
rated in one of the two highest rating  categories by at least one of the Rating
Agencies and, as such, are legal investments for persons, trusts,  corporations,
partnerships,  associations,  business trusts and business entities  (including,
but not limited to, state-chartered savings banks, commercial banks, savings and
loan  associations  and  insurance  companies,  as well as  trustees  and  state
government  employee  retirement  systems) created pursuant to or existing under
the laws of the  United  States  or of any  state  (including  the  District  of
Columbia  and Puerto  Rico) whose  authorized  investments  are subject to state
regulation to the same extent that, under applicable law,  obligations issued by
or guaranteed as to principal and interest by the United States or any agency or
instrumentality thereof constitute legal investments for such entities. Pursuant
to the Enhancement Act, a number of states enacted legislation, on or before the
October 3, 1991  cutoff for such  enactments,  limiting  to varying  extents the
ability of certain  entities (in particular,  insurance  companies) to invest in
mortgage related  securities,  in most cases by requiring the affected investors
to  rely  solely  upon  existing  state  law,  and  not  the  Enhancement   Act.
Accordingly,  investors  should  consult their own legal advisors in determining
the  applicability  of such legislation to an investment in the Class A-1, Class
A-2A, Class A-2B or Class A-2C Certificates by such investors.

    The Enhancement Act also amended the legal investment authority of federally
chartered  depository   institutions  as  follows:   federal  savings  and  loan
associations  and federal  savings  banks may invest in, sell or otherwise  deal
with,  mortgage related  securities  without  limitation as to the percentage of
their assets represented  thereby,  federal credit unions may invest in mortgage
related securities,  and national banks may purchase mortgage related securities
for their own account without regard to the limitations  generally applicable to
investment securities set forth in 12 U.S.C. 24 (Seventh),  subject in each case
to  such  regulations  as  the  applicable  federal  regulatory   authority  may
prescribe.  In this  connection,  federal  credit  unions should review the NCUA
Letter to Credit  Unions No. 96, as modified by Letter No. 108,  which  includes
guidelines to assist  federal credit unions in making  investment  decisions for
mortgage related securities.  The NCUA has adopted rules,  effective December 2,
1991,  which prohibit  federal credit unions from investing in certain  mortgage
related securities, except under limited circumstances.

    All  depository  institutions  considering  an  investment in the Class A-1,
Class A-2A, Class A-2B or Class A-2C Certificates  should review the Supervisory
Policy  Statement on Securities  Activities  dated January 28, 1992 (the "Policy
Statement")  of the Federal  Financial  Institutions  Examination  Council.  The
Policy  Statement,  which  has been  adopted  by the Board of  Governors  of the
Federal Reserve System, the FDIC, the Comptroller of the Currency and the Office
of Thrift  Supervision,  effective  February  10,  1992,  and by the NCUA  (with
certain   modifications),   effective  June  26,  1992,   prohibits   depository
institutions from investing in certain "high-risk" mortgage  securities,  except
under limited circumstances,  and sets forth certain investment practices deemed
to be unsuitable for regulated institutions.

    Institutions  whose  investment  activities  are  subject to  regulation  by
federal or state  authorities  should  review  rules,  policies  and  guidelines
adopted from time to time by such authorities  before  purchasing any Class A-1,
Class A-2A, Class A-2B or Class A-2C  Certificates,  as such Certificates may be
deemed unsuitable investments, or may otherwise be restricted, under such rules,
policies or guidelines (in certain  instances  irrespective  of the  Enhancement
Act).

    The  foregoing  does  not  take  into  consideration  the  applicability  of
statutes,  rules,  regulations,   orders,  guidelines  or  agreements  generally
governing investments made by a particular investor,  including, but not limited
to, "prudent investor" provisions, percentage-of-assets limits, provisions which
may   restrict   or   prohibit   investment   in   securities   which   are  not
"interest-bearing"  or  "income-paying,"  and  provisions  which may restrict or
prohibit investments in securities which are issued in book-entry form.

    The Class  A-3,  Class  A-4,  Class B, Class C, Class D, Class E and Class F
Certificates  will  not  constitute   mortgage  related   securities  under  the
Enhancement   Act.  The  appropriate   characterization   of  these  Classes  of
Certificates under various legal investment  restrictions,  and thus the ability
of  investors  subject  to these  restrictions  to  purchase  these  Classes  of
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, these
Classes of Certificates will constitute legal investments for them.

    Except as to the status of the Class A-1,  Class A-2A,  Class A-2B and Class
A-2C Certificates as mortgage related  securities under the Enhancement Act, the
Seller  will make no  representation  as to the proper  characterization  of the
Certificates for legal investment or financial institution  regulatory purposes,
or as to the ability of  particular  investors  to purchase  Certificates  under
applicable legal investment restrictions. The uncertainties described above (and
any unfavorable future  determinations  concerning legal investment or financial
institution regulatory characteristics of the Certificates) may adversely affect
the liquidity of the Certificates.

                                  UNDERWRITING

    Under the terms and subject to the conditions  set forth in an  underwriting
agreement (the  "Underwriting  Agreement") among the Seller and the Underwriters
named  below  (the  "Underwriters"),  the  Seller  has  agreed  to  sell  to the
Underwriters,  and the  Underwriters  have  severally  agreed to  purchase,  the
respective   Certificate   Principal  Amounts  of  each  Class  of  the  Offered
Certificates set forth opposite their names below:


                              Class A-1    Class A-2A     Class A-2B
       Underwriters        Certificates(1Certificates(1)Certificates(1)
Bear, Stearns & Co. Inc..   $26,645,000     $7,146,000     $4,631,000
Blaylock & Partners, L.P.    26,641,000      7,144,000      4,631,000
CS First Boston              
  Corporation............    26,641,000      7,144,000      4,631,000
Goldman, Sachs & Co......    26,641,000      7,144,000      4,631,000
Lehman Brothers..........    26,641,000      7,144,000      4,631,000
Artemis Capital Group....     2,000,000             --             --
Doley Securities.........     2,000,000             --             --
Guzman & Company.........     2,000,000             --             --
Muriel Siebert & Co., Inc     2,000,000             --             --
                              ---------             --             --
     Total...............  $141,209,000    $35,722,000    $23,155,000
                           ============    ===========    ===========

<TABLE>
<CAPTION>

                                        Class A-2C                 Class A-3         Class A-4
Underwriters                           Certificates(1)            Certificates(1)  Certificates(1)
<S>                                      <C>                       <C>               <C>        
Bear, Stearns & Co. Inc...........       $23,859,000               $64,335,000       $13,746,000
Blaylock & Partners, L.P. ........        23,858,000                64,332,000        13,742,000
CS First Boston Corporation.......        23,858,000                64,332,000        13,742,000
Goldman, Sachs & Co...............        23,858,000                64,332,000        13,742,000
Lehman Brothers...................        23,858,000                64,332,000        13,742,000
Artemis Capital Group.............         2,500,000                 5,000,000             --
Doley Securities..................         2,500,000                 5,000,000             --
Guzman & Company..................         2,500,000                 5,000,000             --
                                           ---------                 ---------         ----------
Total.............................      $129,291,000              $341,663,000       $68,714,000
                                        ============               ============       ===========
</TABLE>

<TABLE>
<CAPTION>

                          Class B       Class C        Class D         Class E           Class F
     Underwriters      Certificates(1) Certificates(1) Certificates(1) Certificates(1) Certificates(1)
<S>                      <C>           <C>            <C>              <C>             <C>       
Bear, Stearns & Co.
  Inc...............     $9,381,000    $20,488,000    $13,658,000      $25,038,000     $9,108,000
Blaylock & Partners,
  L.P...............      9,381,000     20,485,000     13,657,000       25,038,000      9,104,000
CS First Boston
  Corporation.......      9,381,000     20,485,000     13,657,000       25,038,000      9,104,000
Goldman, Sachs & Co.      9,381,000     20,485,000     13,657,000       25,038,000      9,104,000
Lehman Brothers.....      9,381,000     20,485,000     13,657,000       25,038,000      9,104,000
Artemis Capital Group     2,500,000             --             --            --             --
Doley Securities....      2,500,000             --             --            --             --
Guzman & Company....      2,500,000             --             --            --             --
Muriel Siebert & Co.,
  Inc...............      2,500,000             --             --            --             --
                          ---------             --             --            --             --
     Total..........    $56,905,000   $102,428,000    $68,286,000     $125,190,000    $45,524,000
                        ===========   ============    ===========     ============    ===========
- ----------
<FN>
(1) Subject to a permitted variance of plus or minus 5%.
</FN>
</TABLE>

    In the Underwriting Agreement, the several Underwriters have agreed, subject
to the terms and conditions  set forth  therein,  to purchase all of the Offered
Certificates if any are purchased.  In the event of default by any  Underwriter,
the Underwriting Agreement provides that, in certain circumstances, the purchase
commitments of non-defaulting  Underwriters may be increased or the Underwriting
Agreement may be terminated.

    There is currently no secondary market for the Offered Certificates. Certain
of the Underwriters, either directly or through their affiliates, intend to make
a secondary market in the Offered Certificates, but none of the Underwriters has
any  obligation  to do so.  There can be no assurance  that an active  secondary
market for any of the Offered Certificates will develop or that any such market,
if established, will continue.

    The Underwriters  propose to offer each Class of the Offered Certificates in
part directly to purchasers at the initial public  offering  prices set forth on
the cover page of this Prospectus,  and in part to certain securities dealers at
such  prices  less the  concessions  set forth  below for each such  Class.  The
Underwriters may allow, and such dealers may reallow, a concession not in excess
of  the  amount  set  forth  below  for  each  such  Class.  After  the  Offered
Certificates are released for sale to the public, the public offering prices and
other selling terms may be changed by the Underwriters.

<TABLE>
<CAPTION>
               Class A-1      Class  A-2A  Class A-2B    Class A-2C  Class A-3   Class A-4                  Certificates
              Certificates  Certificates  Certificates Certificates Certificates
<S>                 <C>         <C>         <C>          <C>         <C>         <C>  
Concessions..       0.30%       0.30%       0.30%        0.30%       0.30%       0.30%
Reallowances.       0.25%       0.25%       0.25%        0.25%       0.25%       0.25%
</TABLE>


                  Class B     Class C     Class D     Class E      Class F
               Certificates Certificates Certificates Certificates Certificates
Concessions..       0.42%       0.60%       0.75%        1.15%       1.35%
Reallowances.       0.30%       0.50%       0.70%        1.00%       1.25%

    The  Seller  will   indemnify  the   Underwriters   against   certain  civil
liabilities, including liabilities under the Act, or will contribute to payments
the Underwriters may be required to make in respect thereof.

    Pryor,  McClendon,  Counts & Co.,  Inc.  serves as  financial  advisor  (the
"Advisor") to the Seller in connection with the issuance and sale of the Offered
Certificates.  The  services  provided  by the  Advisor  include  analyzing  the
Mortgage Pool, assisting the Seller in determining the most beneficial structure
for the Mortgage Loan Groups and the Offered  Certificates  related  thereto and
assisting  the  Seller in  negotiations  with the  Underwriters  and the  Rating
Agencies.  The Advisor's  compensation  for such  services  consists of a fee of
$190,000, payable upon closing of this offering.

                               CERTIFICATE RATINGS

    It is a condition to the issuance of the Offered Certificates that the Class
A Certificates  be rated no lower than "AAA" by both S&P and D&P, that the Class
B  Certificates  be rated no lower  than "AA" by S&P and "AA+" by D&P,  that the
Class C Certificates be rated no lower than "A" by S&P and "AA" by D&P, that the
Class D  Certificates  be rated no lower than "BBB" by S&P and "A" by D&P,  that
the  Class E  Certificates  be rated no lower  than "BB" by both S&P and D&P and
that the  Class F  Certificates  be rated no lower  than "B" by S&P and "BB-" by
D&P.

    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. The security rating assigned to the Offered Certificates should be
evaluated  independently  of similar security ratings assigned to other kinds of
securities.

    The ratings assigned by S&P to mortgage  pass-through  certificates  address
the likelihood of the receipt of all  distributions  on the underlying  mortgage
loans by the related  certificateholders  under the agreements pursuant to which
such certificates are issued.  S&P's ratings take into  consideration the credit
quality of the related  mortgage pool,  including any credit support  providers,
structural and legal aspects associated with such  certificates,  and the extent
to which the payment  stream on such  mortgage pool is adequate to make payments
required  by such  certificates.  S&P's  ratings  on such  certificates  do not,
however,  constitute  a statement  regarding  frequency  of  prepayments  on the
related mortgage loans.

    The ratings assigned by D&P to mortgage  pass-through  certificates  address
the likelihood of the receipt by  certificate  holders of all  distributions  to
which such  certificate  holders are entitled.  The ratings assigned to mortgage
pass-through  certificates  by D&P do not  constitute a statement  regarding the
frequency  or extent of  principal  prepayments.  The ratings do not address the
possibility that certificate holders might receive a lower than expected yield.

    The Seller will request a rating of the Offered  Certificates by each Rating
Agency.  There can be no assurance as to whether any rating agency not requested
to rate the Offered  Certificates  will  nonetheless  issue a rating and, if so,
what such rating would be. A rating  assigned to the Offered  Certificates  by a
rating  agency that has not been  requested  by the Seller to do so may be lower
than the rating assigned by a Rating Agency pursuant to the Seller's request.

                                  LEGAL MATTERS

    Certain legal matters  relating to the Offered  Certificates  will be passed
upon for the Seller by Hu A. Benton,  Assistant  General  Counsel for Securities
and Finance of the RTC and by Cadwalader,  Wickersham & Taft, 1333 New Hampshire
Avenue, N.W., Washington, D.C. 20036 and for the Underwriters by Weil, Gotshal &
Manges, 767 Fifth Avenue, New York, New York 10153.

                              FINANCIAL INFORMATION

    The Seller has determined  that neither the financial  statements of the RTC
nor of the Depository Institutions are material to the offerings made hereby.

                             ADDITIONAL INFORMATION

    The Seller has filed with the  Commission  Registration  Statement  33-82066
under the Act with respect to the Certificates (the  "Registration  Statement").
This Prospectus, which forms a part of the Registration Statement, omits certain
information  contained in such Registration  Statement pursuant to the rules and
regulations of the Commission. Statements contained in this Prospectus as to the
contents of any contract or other document referred to are summaries and in each
instance  reference is made to the copy of the contract or other  document filed
as an exhibit to the Registration Statement, each such statement being qualified
in all respects by such reference.  The Registration  Statement can be inspected
and copied at the public  reference  facilities  maintained by the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549. Copies of such material can also
be obtained from the Public  Reference  Section of the  Commission at prescribed
rates.  Copies  of the  Agreement  will be  provided  to each  person  to whom a
Prospectus  is delivered,  upon written or oral request of such person  directed
to: The Resolution Trust  Corporation,  1717 H Street,  N.W.,  Washington,  D.C.
20006, Attention: Assistant General Counsel for Securities and Finance.


                                    GLOSSARY


1986 Act....................  the Tax Reform Act of 1986, p. 142.

Accredited Investor.........  as defined on p. 163.

Accrued Certificate
  Interest..................  the  amount of  interest  accrued  on any Class of
                              Offered  Certificates  during an Interest  Accrual
                              Period, p. 29.

Act.........................  the Securities Act of 1933, as amended, p. 19.

ADA.........................  as defined on p. 162.

Adjustment Date.............  the date on which the  Mortgage  Interest  Rate of
                              each adjustable rate Mortgage Loan is adjusted, p.
                              57.

Advisor.....................  as defined on p. 166.

Agreement...................  the Pooling and  Servicing  Agreement  dated as of
                              September  1, 1994  among the  Seller,  the Master
                              Servicer,  the  Special  Servicer  and the Trustee
                              relating  to  Commercial   Mortgage   Pass-Through
                              Certificates Series 1994-C1, p. 24.

AHDP Property...............  as defined on p. 67.

Amounts Held for Future
  Distribution..............  funds in the Collection Account which are held for
                              future distribution, p. 26.

ARMs........................  adjustable rate mortgage loans, p. 59.

Assumed Monthly Payments....  with  respect to any  Mortgage  Loan,  the Monthly
                              Payments  payable  pursuant  to the  terms  of the
                              related  Note  as  reduced  by  any  related  Debt
                              Service   Reduction,   modification,   waiver   or
                              amendment,  assuming,  however, that (i) each such
                              Monthly  Payment  is  equal  to  the  new  initial
                              Monthly Payment, (ii) such Monthly Payments remain
                              in  effect  until  the  earlier  of the date  such
                              Discounted  Mortgage Loan would be fully amortized
                              on the  basis  of  such  Monthly  Payments  or the
                              Optimal  Wind-Down  Date and  (iii) no  effect  is
                              given to any  Balloon  Payment  in respect of such
                              Mortgage Loan, p. 48.

Assumed Net Mortgage
  Interest Rate.............  as defined on p. 48.

Assumed Scheduled Payment...  as defined on p. 28.

Available Distribution
  Amount....................  with  respect  to any  Distribution  Date  and any
                              Mortgage Loan Group,  the related Group  Available
                              Funds   together  with  Amounts  Held  for  Future
                              Distribution   and  any  amounts  drawn  from  the
                              Reserve Fund for such Distribution Date, p. 26.

Balloon Mortgage Loan.......  a Mortgage Loan with a Balloon Payment, p. 15.

Balloon Payment.............  payment of a  substantial  principal  balance of a
                              Mortgage Loan due at the stated maturity  thereof,
                              p. 15.

Bankruptcy Code.............  the Federal  Bankruptcy Code, as amended from time
                              to time (11 U.S.C.), p. 153.

Basic Fee...................  the fee  payable  to the  Special  Servicer  to be
                              calculated  at an annual  rate  equal to 0.25% (or
                              0.175% for each Specially  Serviced  Mortgage Loan
                              with a  Scheduled  Principal  Balance  equal to or
                              greater than $10,000,000) applied to the Scheduled
                              Principal  Balance  of  each  Specially   Serviced
                              Mortgage  Loan,  which  Basic Fee shall be payable
                              from the  Reserve  Fund,  to the  extent  of funds
                              available therein, p. 77.

Basis Risk..................  the risk of  incurring  Basis Risk  Shortfall,  as
                              more fully described under "Basis Risk," p. 30.

Basis Risk Reserve Fund Draw
  Amount....................  as defined on p. 32.

Basis Risk Shortfall........  as defined on p. 32.

Beneficial Owner............  as defined on p. 25.

Borrower....................  the obligor on a Note, p. 56.

Business Day................  a day  other  than  Saturday,  Sunday  or a day on
                              which banking or savings and loan  institutions in
                              the  Commonwealth of  Massachusetts or the City of
                              New York,  or in the case of any  Master  Servicer
                              Remittance Date, the State of Missouri or the City
                              of New York, are authorized or obligated by law or
                              executive order to be closed, p. 24.

Capital Asset...............  as defined on p. 145.

Cash Flow Investment........  as defined on p. 47.

CEO.........................  as defined on p. 138.

CERCLA......................  the federal Comprehensive  Environmental Response,
                              Compensation   and   Liability  Act  of  1980,  as
                              amended, p. 154.

Certificate.................  any Commercial Mortgage  Pass-Through  Certificate
                              evidencing a beneficial  ownership interest in the
                              Trust Fund, p. 1.

Certificateholders or
  Holders...................  the  beneficial  owner  or owner  of  record  of a
                              Certificate,  except that when either term is used
                              in  the  sections  herein  entitled   "Summary  of
                              Information   --   Certain   Federal   Income  Tax
                              Consequences"  and  "Certain  Federal  Income  Tax
                              Consequences"  such  terms  shall  mean  only  the
                              beneficial owner of a Certificate, p. 12.

Certificate Principal
  Amount....................  of any Class of Offered  Certificates with respect
                              to  any   Distribution   Date,   the   Certificate
                              Principal  Amount of such Class as of the  Cut-Off
                              Date plus all Deferred Interest  allocated to such
                              Class on previous Distribution Dates, less in each
                              case  all  amounts   previously   distributed   in
                              reduction of Certificate Principal Amount, p. 29.

Class.......................  a class of Certificates, p. 3.

Class A Certificate.........  any Class A-1, Class A-2A, Class A-2B, Class A-2C,
                              Class  A-3  or  Class  A-4   Certificate   issued,
                              authenticated  and delivered  under the Agreement,
                              p. 3.

Class A-1 Certificate.......  any Class A-1  Certificate  issued,  authenticated
                              and delivered under the Agreement, p. 24.

Class A-1 Pass-Through
  Rate......................  a  per  annum  rate  equal  to  LIBOR  (determined
                              monthly as described herein) plus 0.45% per annum,
                              subject to a maximum rate of 13.00%. The Class A-1
                              Pass-Through Rate for the initial Interest Accrual
                              Period will be equal to 5.5125% per annum, p. 29.

Class A-1-R Interest........  a  REMIC   interest   designated   as  a  "regular
                              interest" in the REMIC, as identified on p. 140.

Class A-2A Certificate......  any Class A-2A Certificate  issued,  authenticated
                              and delivered under the Agreement, p. 24.

Class A-2A Pass-Through
  Rate......................  a fixed  Pass-Through  Rate of 6.80% per annum, p.
                              29.

Class A-2A-R Interest.......  a  REMIC   interest   designated   as  a  "regular
                              interest" in the REMIC, p. 140.

Class A-2B Certificate......  any Class A-2B Certificate  issued,  authenticated
                              and delivered under the Agreement, p. 24.

Class A-2B Pass-Through
  Rate......................  a fixed  Pass-Through  Rate of 7.45% per annum, p.
                              29.

Class A-2B-R Interest.......  a  REMIC   interest   designated   as  a  "regular
                              interest" in the REMIC, p. 140.

Class A-2C Certificate......  any Class A-2C Certificate  issued,  authenticated
                              and delivered under the Agreement, p. 24.

Class A-2C Pass-Through
  Rate......................  a fixed  Pass-Through  Rate of 7.45% per annum, p.
                              30.

Class A-2C-R Interest.......  a  REMIC   interest   designated   as  a  "regular
                              interest" in the REMIC, p. 140.

Class A-3 Certificate.......  any Class A-3  Certificate  issued,  authenticated
                              and delivered  under the  Agreement,  p. 24. 

Class A-3 Pass-Through
  Rate......................  a per annum  rate  equal to LIBOR  plus  0.55% per
                              annum,  subject to a maximum  rate of 13.00%.  The
                              Class  A-3  Pass-Through   Rate  for  the  initial
                              Interest  Accrual  Period will be equal to 5.6125%
                              per annum, p. 30.

Class A-3-R Interest........  a  REMIC   interest   designated   as  a  "regular
                              interest" in the REMIC, p. 140.

Class A-4 Certificate.......  any Class A-4  Certificate  issued,  authenticated
                              and delivered under the Agreement, p. 24.

Class A-4 Pass-Through Rate.  a fixed  Pass-Through  Rate of 7.25% per annum, p.
                              30.

Class A-4-R Interest........  a  REMIC   interest   designated   as  a  "regular
                              interest" in the REMIC, p. 140.

Class B Certificate.........  any Class B Certificate issued,  authenticated and
                              delivered under the Agreement, p. 24.

Class B Pass-Through Rate...  a fixed  Pass-Through  Rate of 8.00% per annum, p.
                              30.

Class B-R Interest..........  a  REMIC   interest   designated   as  a  "regular
                              interest" in the REMIC, p. 140.

Class C Certificate.........  any Class C Certificate issued,  authenticated and
                              delivered under the Agreement, p. 24.

Class C Pass-Through Rate...  a fixed  Pass-Through  Rate of 8.00% per annum, p.
                              30.

Class C-R Interest..........  a  REMIC   interest   designated   as  a  "regular
                              interest" in the REMIC, p. 140.

Class D Certificate.........  any Class D Certificate issued,  authenticated and
                              delivered under the Agreement, p. 24.

Class D Pass-Through Rate...  a fixed  Pass-Through  Rate of 8.00% per annum, p.
                              30.

Class D-R Interest..........  a  REMIC   interest   designated   as  a  "regular
                              interest" in the REMIC, p. 140.

Class E Certificate.........  any Class E Certificate issued,  authenticated and
                              delivered under the Agreement, p. 24.

Class E Pass-Through Rate...  a fixed  Pass-Through  Rate of 8.00% per annum, p.
                              30.

Class E-R Interest..........  a  REMIC   interest   designated   as  a  "regular
                              interest" in the REMIC, p. 140.

Class F Certificate.........  any Class F Certificate issued,  authenticated and
                              delivered under the Agreement, p. 24.

Class F Pass-Through Rate...  a fixed  Pass-Through  Rate of 8.00% per annum, p.
                              30.

Class F-R Interest..........  a  REMIC   interest   designated   as  a  "regular
                              interest" in the REMIC, p. 140.

Class R Certificates........  the   Certificates    other   than   the   Offered
                              Certificates, p. 24.

Class Interest Distribution
  Amount....................  the  amount of  interest  accrued  on any class of
                              Offered  Certificates  during an Interest  Accrual
                              Period,  net of any  Deferred  Interest  allocated
                              thereto, p. 29.

Class Unpaid Interest
  Shortfall.................  with  respect  to any Class of  Certificates,  the
                              aggregate    amount   of    interest    that   was
                              distributable  to  such  Class  on  all  preceding
                              Distribution   Dates  less  the  aggregate  amount
                              thereof  actually  distributed  to such Class on a
                              prior  Distribution  Date  plus  interest  accrued
                              thereon  at  the  applicable   Pass-Through  Rate,
                              compounded  monthly as of the end of each Interest
                              Accrual Period, to the end of the Interest Accrual
                              Period preceding the Distribution  Date when paid,
                              including any Uncovered  Basis Risk  Shortfall for
                              such Class, p. 41.

Closing Date................  on or about September 29, 1994.

Code........................  the Internal Revenue Code of 1986, as amended,  p.
                              14.

Collateral Agent............  State Street Bank and Trust Company, p. 55.

Collateral Security
  Agreement.................  the Collateral  Security Agreement dated as of the
                              Cut-Off Date among the Seller, the Trustee and the
                              Collateral Agent, p. 24.

Collection Account..........  the  segregated   custodial  account  or  accounts
                              created  and  maintained  by the  Master  Servicer
                              pursuant to the Agreement, p. 44.

Commercial Fixed Rate
  Certificates..............  the Class A-4,  Class B, Class C, Class D, Class E
                              and Class F Certificates, p. 24.

Commercial Property.........  as defined on p. 67.

Commission..................  the U.S. Securities and Exchange Commission, p. 2.

Co-op Loans.................  as defined on p. 151.

CPR.........................  a constant prepayment per annum rate, p. 84.


Credit Reserve Fund Draw
  Amount....................  for  any  Distribution  Date,  the  sum of (a) the
                              difference between (x) the Optimal Available Funds
                              for such  Distribution  Date and (y) the Available
                              Distribution  Amount  for such  Distribution  Date
                              without taking into account any amounts  withdrawn
                              from the Reserve  Fund on such  Distribution  Date
                              and (b) the  aggregate  amount of  Credit  Reserve
                              Fund Draw  Amounts  on all  previous  Distribution
                              Dates less the amounts  paid from the Reserve Fund
                              with  respect  thereto  on  previous  Distribution
                              Dates  together  with  interest   thereon  at  the
                              applicable  Pass-Through Rates compounded monthly,
                              subject to the terms of the Agreement, p. 26.

Current Credit Deposit
  Amount..................    as defined on p. 42.

Cut-Off Date..............    September 1, 1994.

D&P.......................    as defined on p. 9.

Daily Portions..........      as defined on p. 143.

Debt-Acceleration Clause      as defined on p. 159.

Debt Service Reduction..      with respect to any Mortgage  Loan, a reduction in
                              the Monthly  Payment for such  Mortgage  Loan by a
                              court of  competent  jurisdiction  in a proceeding
                              under the Bankruptcy Code, except such a reduction
                              resulting from a Deficient Valuation, p. 157.

Declining Balance Tables      as defined on p. 84.

Defective Obligation....      as defined on p. 141.

Deferred Interest.......      with respect to any Mortgage  Loan,  the excess of
                              interest accrued on each such Mortgage Loan at the
                              Mortgage  Interest Rate over accrued interest that
                              becomes due on such  Mortgage  Loan at the Payment
                              Rate, p. 59.

Deficient Valuation.....      as defined on p. 157.

Depository..............      The Depository  Trust  Company,  and any successor
                              depository selected by the Seller, p. 25.

Depository Certificate..      as defined on p. 25.

Depository Institution..      any  state  or  federally   chartered   depository
                              institution  for which the RTC has been  appointed
                              conservator  or receiver and from which the Seller
                              has acquired the Mortgage Loans, p. 12.

Determination Date......      with respect to any  Distribution  Date,  the 15th
                              day (or, if such date is not a Business  Day,  the
                              preceding Business Day) of the month in which such
                              Distribution  Date occurs (or, prior to the end of
                              the  month in which  the last  Servicing  Transfer
                              Date  occurs,  three  Business  Days prior to such
                              date) as of which date the amount of principal and
                              interest due to each Regular  Certificateholder is
                              determined, p. 28.

Discounted Mortgage Loan      any Mortgage Loan (1) which has become  subject to
                              a  modification,  waiver or amendment  pursuant to
                              the  terms  of  which  the  present  value  of the
                              remaining Assumed Monthly Payments due thereon net
                              of  applicable   servicing   fees  of  the  Master
                              Servicer and the Special  Servicer  (including the
                              Workout  Fee),  discounted on a monthly basis at a
                              rate equal to the applicable  Assumed Net Mortgage
                              Interest   Rate,   is  less  than  the   Scheduled
                              Principal  Balance  thereof,  (2) which has become
                              subject to a Debt  Service  Reduction  or (3) with
                              respect to which a  determination  is made, at the
                              time  of  foreclosure  on  the  related  Mortgaged
                              Property,   that  the  appraised   value  of  such
                              Mortgaged   Property   is  less  than  the  unpaid
                              principal  balance  of such  Mortgage  Loan,  plus
                              accrued but unpaid interest thereon, p. 47.

Disqualifying Condition....   as defined on p. 71.

Distribution Account.......   the account  established by the Trustee into which
                              the Master  Servicer  will  deposit  amounts  from
                              which    distributions    will    be    made    to
                              Certificateholders  on each Distribution  Date, p.
                              44.

Distribution Date..........   the date  each  month on  which  distributions  of
                              principal     and    interest    are    made    to
                              Certificateholders. Such date will be the 25th day
                              (or if such 25th day is not a  Business  Day,  the
                              Business Day  immediately  following the 25th day)
                              of each calendar month, p. 24.

Due Date...................   for any Mortgage Loan, the day of the month in the
                              related  Due Period on which a Monthly  Payment or
                              Balloon  Payment  is due  (or,  in the  case  of a
                              Non-Monthly   Payment  Loan,  deemed  to  be  due)
                              (without  giving  effect  to  any  grace  period),
                              except that with  respect to Mortgage  Loans which
                              by their terms accrue  interest in advance  rather
                              than in  arrears,  the Due Date  for the  interest
                              portion of each Monthly  Payment will be deemed to
                              be the date one month after the date such  payment
                              is actually due, p. 28.

Due-on-Encumbrance Clause..   as defined on p. 161.

Due-on-Sale Clause.........   as defined on p. 158.

Due Period.................   for each Distribution  Date, the period commencing
                              on the second day of the month preceding the month
                              in which such  Distribution Date occurs and ending
                              on (and  including)  the first day of the month in
                              which such  Distribution  Date occurs. In the case
                              of the first  Distribution  Date,  the Due  Period
                              will be  September 2 through  October 1, 1994,  p.
                              27.

Eligible Multifamily
Mortgage
  Loans....................   Mortgage  Loans  secured  by  first  liens  (or by
                              junior liens where all related senior liens secure
                              Mortgage  Loans  included in the related  Mortgage
                              Loan Group) on multifamily residential properties,
                              such that such  Mortgage  Loans  are  eligible  to
                              support "mortgage related securities" as such term
                              is defined in the Enhancement Act, p. 7.

Eligible Multifamily Reserve
  Fund Amount..............   the amount of funds available for  distribution on
                              the Class A-1,  Class  A-2A,  Class A-2B and Class
                              A-2C Certificates from the Reserve Fund, p. 47.

Enhancement Act............   the Secondary  Mortgage Market  Enhancement Act of
                              1984, p. 164.

Environmental Condition....   any condition or circumstance that (i) may pose an
                              imminent or substantial endangerment to the public
                              health or  welfare  or the  environment,  (ii) may
                              result in a release or  threatened  release of any
                              Hazardous  Material  or (iii) may give rise to any
                              environmental claim or demand, p. 154.

ERISA......................   the  Employee  Retirement  Income  Security Act of
                              1974, as amended, p. 162.

Escrow Account.............   an account  provided for in the Agreement in which
                              the Master Servicer is required to deposit amounts
                              received  from each  Borrower,  if required by the
                              terms of the  related  Note,  for the  payment  of
                              taxes,  assessments,  certain  mortgage and hazard
                              insurance  premiums and other comparable items, p.
                              74.

Event of Default...........   any  of  the  items   listed   under  the  heading
                              "SERVICING  OF THE  MORTGAGE  LOANS --  Events  of
                              Default", p. 80.

Evidence of Indebtedness...   as defined on p. 141.

Excess Cash Flow Mortgage
  Loan.....................   as defined on p. 58.

Excess Interest............   as defined on p. 105.

Excess Prepayment Interest.   as defined on p. 32.

Exemption..................   the  U.S.   Department  of  Labor   administrative
                              exemption  granted  to Bear,  Stearns  & Co.  Inc.
                              (Prohibited  Transaction  Exemption 90-30, 55 Fed.
                              Reg. 21,461 (May 24, 1990), as amended), p. 162.

FDIC.......................   the Federal Deposit Insurance Corporation, p. 19.

FFB........................   the Federal Financing Bank, p. 139.

FHLB.......................   a Federal Home Loan Bank, p. 59.

FHLMC......................   the Federal Home Loan Mortgage Corporation, p. 46.

Final Recovery
  Determination............   with  respect to any  defaulted  Mortgage  Loan, a
                              determination  by the Special Servicer that it has
                              recovered  all  Insurance  Proceeds,   Liquidation
                              Proceeds   and  other   payments   or   recoveries
                              (including  proceeds  of the final sale of any REO
                              Property) which the Special Servicer expects to be
                              finally recoverable, p. 54.

Final Scheduled
Distribution Date..........   June 25, 2026.

Financial Intermediary.....   the brokerage firm,  bank,  thrift  institution or
                              other financial  intermediary on whose records the
                              beneficial   owner's   ownership   of  an  Offered
                              Certificate will be recorded, p. 25.

FIRREA.....................   the Financial  Institutions Reform,  Recovery, and
                              Enforcement Act of 1989, p. 138.

First Adjustment Date......   as defined on p. 57.

Fitch......................   as defined on p. 162.

Fixed Rate Certificates....   the Class A-2A, Class A-2B, Class A-2C, Class A-4,
                              Class B,  Class C,  Class D,  Class E and  Class F
                              Certificates, p. 24.

Floating Rate Certificates.   the Class A-1 and Class A-3 Certificates, p. 24.

Floor Interest Rate........   with respect to any adjustable rate Mortgage Loan,
                              a minimum interest rate, p. 7.

FNMA.......................   the Federal National Mortgage Association, p. 46.

FRF........................   the FSLIC Resolution Fund, to which all assets and
                              liabilities  of the RTC will be  transferred  when
                              the RTC terminates, p. 139.

Future Advance Clause......   as defined on p. 150.

Garn-St Germain Act........   the Garn-St Germain Depository Institutions Act of
                              1982, p. 158.

Government Securities......   as defined on p. 140.

Group Available Funds......   as defined on p. 35.

Group 1 Fully Indexed
  Interest Rate Spread.....   as defined on p. 33.

Group 1 Interest Rate
  Spread...................   as defined on p. 33.

Group 1 Mortgage Loans.....   the Mortgage Loans  consisting of adjustable  rate
                              Mortgage Loans, described on p. 59.

Group 1 Payment Adjustment
  Cap......................   as defined on p. 60.

Group 1 Payment Adjustment
  Floor....................   as defined on p. 60.

Group 2 Fully Indexed
  Interest Rate Spread.....   as defined on p. 33.

Group 2 Interest Rate
  Spread...................   as defined on p. 33.

Group 2 Mortgage Loans.....   the Mortgage  Loans,  all of which are  adjustable
                              rate and fixed rate Mortgage  Loans,  described on
                              p. 61.

Group 2 Payment Adjustment
  Cap......................   as defined on p. 61.

Group 2 Payment Adjustment
  Floor....................   as defined on p. 61.

Group 3 Fully Indexed
  Interest Rate Spread.....   as defined on p. 33.

Group 3 Interest Rate
  Spread...................   as defined on p. 33.

Group 3 Mortgage Loans.....   The Mortgage Loans  consisting of adjustable  rate
                              Mortgage Loans, described on p. 63.

Group 3 Payment Adjustment
  Cap......................   as defined on p. 63.

Group 3 Payment Adjustment
  Floor....................   as defined on p. 63.

Group 4 Fully Indexed
  Interest Rate Spread.....   as defined on p. 33.

Group 4 Interest Rate
  Spread...................   as defined on p. 33.

Group 4 Mortgage Loans.....   the Mortgage  Loans,  all of which are  adjustable
                              rate and fixed rate Mortgage  Loans,  described on
                              p. 64.

Group 4 Payment Adjustment
  Cap......................   as defined on p. 65.

Group 4 Payment Adjustment
  Floor....................   as defined on p. 65.

Guidelines.................   as defined on p. 67.

Hazardous Materials........   any  dangerous,  toxic  or  hazardous  pollutants,
                              chemicals,   wastes  or   substances,   including,
                              without  limitation,  those so identified pursuant
                              to  CERCLA  or any  other  environmental  laws now
                              existing,  and  specifically  including,   without
                              limitation,    asbestos  and  asbestos  containing
                              materials,  polychlorinated  biphenyls, radon gas,
                              petroleum    and    petroleum    products,    urea
                              formaldehyde  and  any  substances  classified  as
                              being "in inventory,"  "usable work in process" or
                              similar  classification which would, if classified
                              as   unusable,   be  included  in  the   foregoing
                              definition, p. 71.

Holders....................   Certificateholders, p. 12.

Index......................   each index upon which the Mortgage  Interest Rates
                              of the  adjustable  rate Group 1, Group 2, Group 3
                              and Group 4 Mortgage  Loans are based,  p. 57. See
                              Exhibits A, B, C and D hereto.

Initial Deposit............   the initial deposit to the Reserve Fund consisting
                              of securities, cash or other property in an amount
                              equal to a specified  percentage  of the aggregate
                              Scheduled  Principal Balance of the Mortgage Loans
                              as specified in the Agreement, p. 45.

Insurance Proceeds.........   the proceeds from any insurance policy relating to
                              a Mortgage  Loan other  than  proceeds  applied to
                              restoration of the related Mortgaged Property,  p.
                              44.

Interest...................   as defined on p. 146.

Interest Accrual Period....   for the  Fixed  Rate  Certificates,  the  calendar
                              month  preceding each  Distribution  Date; for the
                              Floating Rate  Certificates,  the one-month period
                              ending  on  and  including  the  day  before  each
                              Distribution Date, p. 29.

Lease......................   as defined on p. 151.

LIBOR......................   the London  interbank  offered rate for  one-month
                              U.S. dollar deposits, p. 34.

LIBOR Business Day.........   a day on  which  banks  are open  for  dealing  in
                              foreign  currency  and  exchange in London and New
                              York City, p. 34.

LIBOR Determination Date...   the  second  LIBOR  Business  Day  preceding  each
                              Distribution  Date, as more fully  described on p.
                              34.

Liquidation Proceeds.......   the proceeds  from the  liquidation  of a Mortgage
                              Loan, p. 44.

Liquidity Amount...........   2% of the aggregate Scheduled Principal Balance of
                              the Mortgage Loans as of the Cut-Off Date, p. 49.

Loan Originators...........   the     Depository     Institutions,     including
                              predecessors-in-interest,   that   originated   or
                              acquired the Mortgage Loans, p. 69.

Loans-to-Facilitate........   as defined on p. 15.

Loan-to-Value..............   with  respect  to any  Mortgage  Loan,  the ratio,
                              expressed as a percentage, of the principal amount
                              of  the  Mortgage  Loan  at   origination  to  the
                              appraised value of the related Mortgaged Property.

Look-Back Period...........   the   specified   number  of  days  prior  to  the
                              Adjustment  Date used to determine the adjustments
                              to the Mortgage  Interest Rate for any  adjustable
                              rate Mortgage Loan, p. 59.

LURAs......................   as defined on p. 69.

Margin.....................   with  respect  to  the  adjustable  rate  Mortgage
                              Loans,  the  fixed  percentage  set  forth in each
                              Note, which,  together with the Index, is equal to
                              the Mortgage Interest Rate for such Note, p. 57.

Market Discount............   as defined on p. 144.

Master Servicer............   Midland   Data    Systems,    Inc.,   a   Missouri
                              corporation,  or any successor  appointed pursuant
                              to  the  Agreement,  as  Master  Servicer  of  the
                              Mortgage   Loans   underlying   the   Certificates
                              pursuant to the Agreement, p. 72.

Master Servicer Remittance
  Date.....................   with  respect  to  any   Distribution   Date,  the
                              Business Day preceding such date, p. 44.

Matured Performing Mortgage
  Loan.....................   as defined on p. 13.

Maximum Negative
  Amortization Amount......   the maximum  principal  balance which is permitted
                              under a Note as a result of negative amortization,
                              p. 59.

Maximum Rate...............   with respect to a Mortgage Loan, the rate, if any,
                              set  forth  in the  related  Note  as the  maximum
                              Mortgage Interest Rate thereunder, p. 59.

Modified Mortgage Loan.....   as defined on p. 16.

Monthly Payment............   with  respect  to any  Mortgage  Loan  and any Due
                              Period, the scheduled monthly payment of principal
                              and interest,  excluding any Balloon  Payment,  on
                              such  Mortgage Loan which is payable by a Borrower
                              in such Due Period  under the related  Note or, in
                              the  case of an REO  Mortgage  Loan,  which  would
                              otherwise  have been  payable  under  the  related
                              Note, determined in accordance with the Agreement;
                              except that (i) with respect to any Mortgage  Loan
                              which by its terms pays interest in advance of its
                              accrual  rather  than  in  arrears,   the  Monthly
                              Payment  is  the  scheduled   monthly  payment  of
                              principal,  excluding any Balloon Payment,  due in
                              such Due Period and the scheduled  monthly payment
                              of interest  due in the  preceding  Due Period and
                              (ii) with respect to any Non-Monthly Payment Loan,
                              the Monthly  Payment in any month is thirty  days'
                              interest accrued thereon and principal (other than
                              a Balloon Payment) due in such Due Period, p. 28.

Moody's....................   as defined on p. 162.

Mortgage...................   a  mortgage,  deed of  trust or  similar  security
                              instrument  creating  a first  or  junior  lien on
                              Mortgaged Property.

Mortgage Interest Rate.....   the per  annum  rate of  interest  charged  on the
                              principal balance of a Mortgage Loan, p. 6.

Mortgage Loan Assumptions..   the assumptions  used with respect to the Mortgage
                              Loans in creating the Declining Balance Tables, p.
                              106.

Mortgage Loan File.........   as defined on p. 70.

Mortgage Loan Group........   any of Mortgage  Loan Group 1, Mortgage Loan Group
                              2,  Mortgage  Loan Group 3 and Mortgage Loan Group
                              4;  collectively,  the Mortgage  Loan  Groups,  as
                              described on p. 7.

Mortgage Loan Group 1......   the group of Mortgage Loans constituting the Group
                              1 Mortgage Loans, p. 59.

Mortgage Loan Group 2......   the group of Mortgage Loans constituting the Group
                              2 Mortgage Loans, p. 61.

Mortgage Loan Group 3......   the group of Mortgage Loans constituting the Group
                              3 Mortgage Loans, p. 63.

Mortgage Loan Group 4......   the group of Mortgage Loans constituting the Group
                              4 Mortgage Loans, p. 64.

Mortgage Loan Schedule.....   the list of Mortgage  Loans attached as an exhibit
                              to the Agreement, p. 70.

Mortgage Loans.............   the  adjustable  and fixed  rate,  amortizing  and
                              Balloon Payment, conventional,  monthly, quarterly
                              or   semi-annual   pay   commercial,   multifamily
                              residential   and   mixed   residential/commercial
                              mortgage loans and Installment  Contracts included
                              in the  Mortgage  Pool and  which  constitute  the
                              Trust Fund, p. 1.

Mortgage Pool..............   the specified pool of Mortgage Loans  constituting
                              the principal assets of the Trust Fund, p. 57.

Mortgaged Property.........   either (i) each fee simple or  leasehold  interest
                              in  commercial,  multifamily  residential or mixed
                              residential/commercial    property    securing   a
                              Mortgage  Loan  or  (ii)  such  property,  as  the
                              context requires.

Mortgage Related Securities   as defined on p. 164.

Multifamily Certificates...   the Class A-1,  Class  A-2A,  Class A-2B and Class
                              A-2C Certificates, p. 24.

Multifamily Fixed Rate
  Certificates.............   the  Class   A-2A,   Class  A-2B  and  Class  A-2C
                              Certificates, p. 24.

NCUA.......................   the National Credit Union Administration, p. 160.

Net Class Interest
  Distribution Amount......   with    respect   to   each   Class   of   Offered
                              Certificates,   the  Class  Interest  Distribution
                              Amount reduced by any portion of the Primary Basis
                              Risk Amount allocable thereto, p. 42.

Net Mortgage Interest
  Rate.....................   with  respect  to  each  Mortgage  Loan,  for  any
                              period,  a per annum rate of interest equal to the
                              Mortgage  Interest Rate applicable with respect to
                              such period (without regard to any modification of
                              such Mortgage Interest Rate in accordance with the
                              terms  of  the   Agreement)   minus  the   related
                              Servicing Fee Rate, p. 26.

NOI........................   net operating income, p. 14.

Non-Monthly Payment Loan...   as defined on p. 28.

Non-U.S. Person............   as defined on p. 147.

Note.......................   a promissory note and/or  agreement  evidencing an
                              obligation under a Mortgage Loan, p. 56.

Offered Certificates.......   the Class A-1, Class A-2A, Class A-2B, Class A-2C,
                              Class A-3,  Class A-4,  Class B, Class C, Class D,
                              Class E and Class F Certificates, p. 24.

OID........................   original issue discount, as defined on p. 142.

OID Regulations............   temporary  and final  regulations  under  Sections
                              1271 through 1273 and 1275 of the Code,  issued by
                              the U.S. Department of the Treasury on February 2,
                              1994, p. 142

Optimal Available Funds....   for  any  Distribution  Date,  the  sum of (i) the
                              Optimal   Mortgage  Loan  Interest  and  (ii)  the
                              Optimal Mortgage Loan Principal, p. 26.

Optimal Mortgage Loan
  Interest.................   on any Distribution Date, as defined on p. 26.

Optimal Mortgage Loan
  Principal................   on any Distribution Date, as defined on p. 27.

Optimal Wind-Down Date.....   as to any Discounted  Mortgage Loan the earlier of
                              (a)  two  years  prior  to  the  Final   Scheduled
                              Distribution   Date  or  (b)  if  such  Discounted
                              Mortgage  Loan  is  secured  by  a  Mortgage  on a
                              leasehold  estate,  the date  occurring  ten years
                              prior to the termination of such leasehold estate,
                              p. 79.

Optional Termination.......   optional  termination  of the  Trust  Fund  by the
                              Master Servicer,  the Special Servicer (if all the
                              Mortgage   Loans  are  then   Specially   Serviced
                              Mortgage  Loans),  the  Holders  of  the  Class  R
                              Certificates  or the owners of the Reserve Fund on
                              any Distribution  Date after the date on which the
                              aggregate  Certificate  Principal  Amount  of  the
                              Offered  Certificates  is reduced to less than 10%
                              of the  aggregate  initial  Certificate  Principal
                              Amount of the Offered  Certificates  in accordance
                              with the Agreement, p. 55.

Outstanding Balance........   as defined on p. 157.

Oversight Board............   the Thrift Depositor  Protection  Oversight Board,
                              p. 138.

Pass-Through Rate..........   the  applicable  interest  rate  borne by  Offered
                              Certificates of a specific Class, p. 29.

Payment Adjustment Date....   with respect to certain  adjustable  rate Mortgage
                              Loans,  the date on which the Payment Rate of each
                              such Mortgage Loan is adjusted, p. 59.

Payment Rate...............   with respect to certain  Mortgage  Loans,  the per
                              annum rate of interest  that  becomes due for each
                              such Mortgage Loan on each payment date, p. 59.

Permitted Investments......   investments  in which the Master  Servicer and the
                              Collateral Agent are permitted to invest assets of
                              the  Collection  Account  and  the  Reserve  Fund,
                              respectively, p. 46.

Person.....................   any  individual,  corporation,  limited  liability
                              company, partnership,  joint venture, association,
                              joint-stock   company,    trust,    unincorporated
                              organization   or  government  or  any  agency  or
                              political subdivision thereof.

Plan.......................   an employee benefit plan within the meaning of (i)
                              Section  3(3) of ERISA,  which is  subject  to the
                              fiduciary duty rules of Title I, Sections  401-414
                              of ERISA or (ii) Section 4975 of the Code, p. 162.

Policy Statement...........   the  Supervisory  Policy  Statement on  Securities
                              Activities dated January 28, 1992, p. 164.

Prepayment.................   as defined on p. 83.

Prepayment Assumption......   a  reasonable  assumed rate of  prepayment  on the
                              Mortgage Loans used for calculations  with respect
                              to  amortization  of original issue  discount,  p.
                              143.

Prepayment Interest
  Shortfall................   as defined on p. 32.

Prepayment Model...........   the  standard   prepayment   model  used  in  this
                              Prospectus   representing   an  assumed   rate  of
                              prepayment   each  month   relative  to  the  then
                              outstanding  principal  balance  of a pool  of new
                              Mortgage Loans, p. 84.

Prepayment Period..........   for each Distribution  Date, the period commencing
                              immediately   following   the   second   preceding
                              Determination  Date (or the Cut-Off  Date,  in the
                              case of the first Distribution Date) and ending on
                              the Determination  Date in the month in which such
                              Distribution Date occurs. In the case of the first
                              Distribution  Date, the Prepayment  Period will be
                              September 1, 1994 through October 11, 1994, p. 27.

Prepayment Premium.........   any  premium   paid  or  payable  by  the  related
                              Borrower   in   connection   with  any   Principal
                              Prepayment on any Mortgage Loan, p. 44.

Primary Basis Risk Amount..   as defined on p. 41.

Primary Principal
  Distribution Amount......   as described on p. 36.

Principal Prepayments......   as defined on p. 27.

Property Protection
  Expenses.................   any costs and expenses incurred in connection with
                              defaulted  Mortgage  Loans,   acquiring  title  or
                              management   of  REO   Property  or  the  sale  of
                              defaulted  Mortgage  Loans or REO  Properties,  as
                              more fully described in the Agreement, p. 44.

Qualified Insurer..........   as defined on p. 70.

Qualifying Real Property
  Loan.....................   as defined on p. 140.

Qualified Floating Rate....   as defined on p. 144.

Qualified Stated Interest..   as defined on p. 143.

Rating Agency..............   each  of  the  nationally  recognized  statistical
                              rating organizations specified on p. 9.

Real Estate Assets.........   as defined on p. 140.

Realized Loss..............   with respect to each  Mortgage  Loan as to which a
                              Final Recovery  Determination has been made during
                              a  Prepayment  Period,  an  amount  (not less than
                              zero) equal to: (i) the unpaid  principal  balance
                              of such Mortgage Loan as of the Determination Date
                              in the  month  in  which  such  Prepayment  Period
                              commenced;  plus (ii) unpaid  accrued  interest at
                              the  Mortgage  Interest  Rate  from  time  to time
                              applicable, from the Due Date as to which interest
                              was last paid by the  Borrower  up to the Due Date
                              in the Due Period  during  which  such  Prepayment
                              Period commenced,  on the unpaid principal balance
                              of such Mortgage Loan;  plus (iii) certain amounts
                              payable to the Master Servicer or Special Servicer
                              with respect to such Mortgage Loan pursuant to the
                              Agreement (excluding interest or investment income
                              on funds on  deposit  in the  Collection  Account)
                              minus (iv) net REO Proceeds  from the operation of
                              any related REO Property  and any net  Liquidation
                              Proceeds or net Insurance Proceeds, p. 54.

Record Date................   for each Distribution Date, the close of business
                              on the last  Business  Day of the month  preceding
                              the month in which such  Distribution Date occurs,
                              in the case of the Fixed  Rate  Certificates,  and
                              the 15th day of the  calendar  month in which such
                              Distribution  Date occurs (or, if such 15th day is
                              not a Business Day, the preceding  Business  Day),
                              in the case of the Floating Rate Certificates,  p.
                              26.

Reference Banks............   leading   banks   engaged   in   transactions   in
                              Eurodollar    deposits   in   the    international
                              Eurocurrency  market as further  specified  in the
                              Agreement, p. 34.

Registration Statement.....   Registration  Statement  33-82066  filed  with the
                              Commission relating to the Certificates, p. 167.

Regular                   
  Certificateholder........   the  owner of record  of an  Offered  Certificate,
                              except that when such term is used in the sections
                              entitled   "SUMMARY  OF   INFORMATION  --  Certain
                              Federal  Income  Tax  Consequences"  and  "CERTAIN
                              FEDERAL INCOME TAX CONSEQUENCES" herein, such term
                              shall mean the beneficial  owner of a Certificate,
                              p. 142.

Regular Interests.........    beneficial  interests  in  a  segregated  pool  of
                              assets  within  the  Trust  Fund for which a REMIC
                              election   has  been   made,   evidenced   by  the
                              corresponding Offered Certificates, p. 140.

Relief Act................    the  Soldiers'  and  Sailors'  Civil Relief Act of
                              1940, as amended, p. 159.

REMIC.....................    a real estate  mortgage  investment  conduit.  See
                              discussion  under the  heading  entitled  "CERTAIN
                              FEDERAL INCOME TAX CONSEQUENCES" herein, p. 2.

REMIC Administrator.......    State  Street  Bank and Trust  Company,  a banking
                              corporation  organized and existing under the laws
                              of the Commonwealth of Massachusetts, p. 6.

REMIC Pass-Through Rate...    as defined on p. 32.

REMIC Pool................    as defined on p. 2.

REMIC Rate Shortfall......    with    respect   to   each   Class   of   Offered
                              Certificates,  the difference  between interest at
                              the Pass-Through  Rate thereon and interest at the
                              REMIC  Pass-Through  Rate on the related  Class of
                              Regular Interests, p. 32.

REMIC Regulations.........    regulations  under  Sections  860A through 860G of
                              the  Code  issued  by the U.S.  Department  of the
                              Treasury  on  December  23,  1992,  and  generally
                              effective for REMICs with Startup Days on or after
                              November 12, 1991, p. 139.

REO Account...............    the non-interest-bearing trust account established
                              and   maintained   by  the  Special   Servicer  in
                              connection with REO Properties and other Mortgaged
                              Properties  being operated by it or on its behalf,
                              p. 45.

REO Mortgage Loan.........    any   Mortgage   Loan  as  to  which  the  related
                              Mortgaged Property is an REO Property, p. 28.

REO Property..............    any Mortgaged  Property which has been acquired on
                              behalf of the Trust Fund  through  foreclosure  or
                              deed in lieu of  foreclosure,  which  the  Special
                              Servicer   has  acquired   possession   of  or  is
                              operating  or  which  has  been  abandoned  by the
                              related Borrower, p. 44.

Reportable Payments.......    as defined on p. 148.

Reserve Fund..............    the reserve fund pledged to the  Collateral  Agent
                              pursuant to the Collateral Security Agreement,  p.
                              45.

Reserve Interest Rate.....    as defined on p. 34.

Reserved Amount...........    the  excess  of the total  Servicing  Fee over the
                              portion  thereof  payable to the  Master  Servicer
                              which is  reserved  for payment of the fees of the
                              Trustee and the Collateral Agent and certain other
                              expenses of the Trust Fund, as indicated on p. 77.

Restricted Group..........    as defined on p. 163.

Reuters Screen LIBO      
  Page....................    the  display  designated  as  page  "LIBO"  on the
                              Reuters Monitor Money Rates Service (or such other
                              page as may replace the LIBO page on that  service
                              for the  purpose of  displaying  London  interbank
                              offered rates of major banks), p. 34.

RTC.......................    the  Resolution  Trust  Corporation  acting in its
                              corporate  capacity,  except that when used in the
                              discussion under the heading "THE RESOLUTION TRUST
                              CORPORATION"  herein,  RTC  means  the  Resolution
                              Trust   Corporation   without  regard  as  to  its
                              capacity, p. 138.

S&P.......................    as defined on p. 9.

Scheduled Principal      
  Balance.................    as defined on p. 28.

Secured-Creditor         
  Exemption...............    as defined on p. 154.

Seller....................    Resolution Trust  Corporation  acting as seller in
                              its  corporate   capacity,   in  its  capacity  as
                              conservator or receiver of one or more  Depository
                              Institutions or in both such capacities, p. 5.

Seller-Originated Loans...    as defined on p. 12.

Senior Lien Advance.......    as defined on p. 35.

Servicing Fee.............    as defined on p. 77.

Servicing Fee Rate........    with  respect to each  Mortgage  Loan other than a
                              Specially  Serviced  Mortgage  Loan, the per annum
                              rate  equal to 0.175%  and,  with  respect to each
                              Specially  Serviced  Mortgage  Loan, the per annum
                              rate equal to 0.171%, p. 77.

Servicing Transfer Date...    as defined on p. 73.

Similar Law...............    as defined on p. 163.

Simple Interest Loan......    each   Mortgage  Loan  as  to  which  the  Monthly
                              Payments  thereon  are  applied  first to interest
                              accrued  from the last date to which  interest has
                              been  paid to the date  such  Monthly  Payment  is
                              received  and the  balance  thereof  is applied to
                              principal, p. 56.

Smaller Commercial 
  Property................    as defined as p. 67.

Special Servicer..........    Banc One Management and Consulting Corporation, an
                              Ohio  corporation,   or  any  successor  appointed
                              pursuant to the Agreement,  as Special Servicer of
                              the Mortgage  Loans  underlying  the  Certificates
                              pursuant to the Agreement, p. 73.

Special Servicer Fee......    the principal compensation of the Special Servicer
                              comprised of the Basic Fee and the Workout Fee, as
                              indicated on p. 77.  

Specially Serviced Mortgage
  Loans...................    the  Mortgage  Loans for which  certain  servicing
                              obligations  have been transferred from the Master
                              Servicer to the Special Servicer together with the
                              REO Mortgage Loans, p. 73.

Startup Day..............     the issue date of a REMIC  within  the  meaning of
                              Code Section 860G(a)(9), p. 141.

Title VIII...............     Title VIII of the Garn-St Germain Act, p. 160.

Total Basis Risk Amount..     the  sum of  interest  due on  the  Floating  Rate
                              Certificates  in excess of the interest due on the
                              underlying  Regular Interests plus Uncovered Basis
                              Risk Shortfalls together with interest thereon, p.
                              32.

Trust Fund...............     the trust  fund created by the Agreement and whose
                              principal assets are the Mortgage Loans, p. 1.

Trustee..................     State  Street  Bank and Trust  Company,  a banking
                              corporation  organized and existing under the laws
                              of the Commonwealth of  Massachusetts,  as Trustee
                              under the Agreement, p. 55.

Uncovered Basis Risk
  Shortfall..............     as defined on p. 33.

Underwriters.............     Bear,  Stearns & Co.  Inc.,  Blaylock &  Partners,
                              L.P., CS First Boston Corporation,  Goldman, Sachs
                              & Co.,  Lehman  Brothers,  Artemis  Capital Group,
                              Doley  Securities,  Guzman &  Company  and  Muriel
                              Siebert & Co., Inc., p. 165.

Underwriting Agreement...     the underwriting  agreement  among the  Seller and
                              the  Underwriters,  pursuant  to which the  Seller
                              will  sell  the   Offered   Certificates   to  the
                              Underwriters, p. 165.

Weighted Average Net
  Mortgage Interest
  Rate...................     the weighted  average of the Net Mortgage Interest
                              Rates,   weighted  on  the  basis  of  the  actual
                              principal  balances of the Mortgage Loans on which
                              interest accrues, p. 33.

Workout Fee..............     a fee calculated at the Workout Fee Rate, p. 77.

Workout Fee Rate.........     as defined on p. 77.

Yield Supplement 
  Agreements.............     as defined on p. 140.



                                    EXHIBITS

     The  information  set forth in  Exhibits A through J is based on  Scheduled
Principal  Balances,  Mortgage  Interest  Rates and other  information as of the
Cut-Off Date with respect to Mortgage Loans expected to be included in the Trust
Fund;  provided that the Mortgage  Interest  Rates for certain of the adjustable
rate Mortgage Loans are as of the Due Period preceding the Cut-Off Date. Not all
the Mortgage  Loans upon which Exhibits A through J are based may be included in
the Trust Fund and  consequently  the  information set forth below may vary from
comparable  information on the Mortgage Loans  ultimately  included in the Trust
Fund.  In addition,  the  information  set forth below may change as a result of
principal  payments,  Mortgage  Interest  Rate  adjustments  and  other  factors
relating to the Mortgage Loans prior to the Closing Date. The Seller will file a
report on Form 8-K with the  Commission  in  accordance  with the rules  thereof
which will set forth  information with respect to the Mortgage Loans included in
the Trust Fund on the Closing Date. The information expressed as a percentage of
the aggregate  Scheduled  Principal  Balance may not total 100% due to rounding,
and the sum of the amounts listed as the aggregate  Scheduled  Principal Balance
of the Mortgage Loans as of the Cut-Off Date may not total the indicated  amount
due to  rounding.  For  purposes of the  following  exhibits,  weighted  average
original term calculations do not include contractual extensions.

     One Mortgage Loan in Mortgage Loan Group 3, with an  approximate  Scheduled
Principal  Balance  as of the  Cut-Off  Date of  $913,286,  contains  an  option
pursuant to which the related Borrower may prepay such Mortgage Loan on or prior
to June 1, 1995 for approximately  $682,000 plus interest accrued to the date of
prepayment.  Such  Mortgage  Loan is  reflected in the  following  tables at its
Scheduled Principal Balance.  However, for purposes of determining the aggregate
Certificate  Principal  Amount of  Certificates  to be issued  and for all other
purposes,  it was assumed that the Scheduled  Principal Balance of such Mortgage
Loan as of the Cut-Off Date was approximately $682,000.


                                                                       Exhibit A
                              Mortgage Loan Group 1
<TABLE>
<CAPTION>

                   Distribution of Original Principal Balances
                   of Mortgage Loans in Mortgage Loan Group 1

                                                                                Percentage of
                                                                                Mortgage
                                                                                Loan Group
                                        Number of         Aggregate             by Aggregate
                                        Mortgage          Scheduled             Scheduled
                                        Loans             Principal Balance     Principal Balance
                                        As of             As of                 As of
Original Principal Balances             Cut-Off Date      Cut-Off Date          Cut-Off Date
- ---------------------------             ------------      ------------          ------------
<S>                                         <C>            <C>                    <C>
$    50,000 or less ................          1            $     43,894             0.02%
$    50,001 to $   100,000 .........         17               1,139,546             0.52
$   100,001 to $   200,000 .........         41               5,661,285             2.61
$   200,001 to $   400,000 .........        116              31,543,032            14.52
$   400,001 to $   600,000 .........         77              34,883,822            16.06
$   600,001 to $   800,000 .........         35              22,922,164            10.55
$   800,001 to $ 1,000,000 .........         18              15,438,819             7.11
$ 1,000,001 to $ 2,000,000 .........         30              40,223,473            18.51
$ 2,000,001 to $ 3,000,000 .........          6              15,142,961             6.97
$ 3,000,001 to $ 4,000,000 .........          4              11,554,423             5.32
$ 4,000,001 to $ 5,000,000 .........          2               8,624,434             3.97
$ 5,000,001 to $10,000,000 .........          4              19,932,650             9.18
$10,000,001 or more ................          1              10,134,360             4.66
                                            ---            ------------           ------ 
       Total .......................        352            $217,244,863           100.00%
                                            ===            ============           ====== 
</TABLE>

                 Average Original Principal Balance is $712,779


     Distribution of Scheduled Principal Balances as of the Cut-Off Date of
                    Mortgage Loans in Mortgage Loan Group 1
<TABLE>
<CAPTION>

                                                                                Percentage of
                                                                                Mortgage
                                                                                Loan Group
                                                            Aggregate           by Aggregate
                                      Number of             Scheduled           Scheduled
                                      Mortgage Loans        Principal Balance   Principal Balance
Scheduled Principal                   As of                 As of               As of
Balances as of Cut-Off Date           Cut-Off Date          Cut-Off Date        Cut-Off Date
- ---------------------------           ------------          ------------        ------------
<S>                                         <C>            <C>                    <C>
$    50,000 or less ................          5                 209,759             0.10%
$    50,001 to $   100,000 .........         20               1,579,941             0.73
$   100,001 to $   200,000 .........         49               7,501,367             3.45
$   200,001 to $   400,000 .........        112              32,465,136            14.94
$   400,001 to $   600,000 .........         70              33,567,822            15.45
$   600,001 to $   800,000 .........         35              23,896,338            11.00
$   800,001 to $ 1,000,000 .........         17              15,299,545             7.04
$ 1,000,001 to $ 2,000,000 .........         28              39,297,519            18.09
$ 2,000,001 to $ 3,000,000 .........          6              15,268,689             7.03
$ 3,000,001 to $ 4,000,000 .........          4              12,858,893             5.92
$ 4,000,001 to $ 5,000,000 .........          3              13,570,742             6.25
$ 5,000,001 to $10,000,000 .........          2              11,594,752             5.34
$10,000,001 or more ................          1              10,134,360             4.66
                                            ---            ------------           ------ 
Total ..............................        352            $217,244,863           100.00%
                                            ===            ============           ====== 
</TABLE>

     Average Scheduled Principal Balance as of the Cut-Off Date is $617,173


                        Original Terms to Stated Maturity
                   of Mortgage Loans in Mortgage Loan Group 1*
<TABLE>
<CAPTION>

                                                                                 Percentage of
                                                                                 Mortgage
                                                                                 Loan Group
                                                           Aggregate             by Aggregate
                                         Number of         Scheduled             Scheduled
Original Number                          Mortgage Loans    Principal Balance     Principal Balance
of Years to                              As of             As of                 As of
Stated Maturity                          Cut-Off Date      Cut-Off Date          Cut-Off Date
- ---------------                          ------------      ------------          ------------
<S>                                         <C>            <C>                    <C>
 5 years or less ...................         10            $  4,661,090             2.15%
 5+ to  7 years ....................          4               7,335,368             3.38
 7+ to 10 years ....................         47              39,013,346            17.96
10+ to 15 years ....................         79              51,469,722            23.69
15+ to 20 years ....................          6               2,418,658             1.11
20+ to 30 years ....................        205             112,267,150            51.67
30 years or more ...................          1                  79,529             0.04
                                            ---            ------------           ------ 
Total ..............................        352            $217,244,863           100.00%
                                            ===            ============           ====== 

         Weighted Average Original Term to Stated Maturity is 21.1 years
<FN>

- ----------
* Without giving effect to any modification or extension of maturity date.
</FN>
</TABLE>


                      Remaining Terms to Stated Maturity of
                 Balloon Mortgage Loans in Mortgage Loan Group 1
<TABLE>
<CAPTION>

                                                                                 Percentage of
                                                                                 Balloon Mortgage
                                                                                 Loans in Mortgage
                                                                                 Loan Group
                                                            Aggregate            by Aggregate
                                          Number of         Scheduled            Scheduled
                                          Mortgage Loans    Principal Balance    Principal Balance
Years Remaining                           As of             As of                As of
as of Cut-Off Date                        Cut-Off Date      Cut-Off Date         Cut-Off Date
- ------------------                        ------------      ------------         ------------
<S>                                           <C>           <C>                   <C>
 1+ to  2 years ....................          8            $ 14,730,144            22.54%
 2+ to  3 years ....................          4               5,326,390             8.15
 3+ to  4 years ....................          2               6,839,251            10.46
 4+ to  5 years* ...................          4               1,674,060             2.56
 5+ to 10 years ....................         24              20,519,665            31.41
10+ to 15 years ....................         17              13,086,242            20.02
15+ to 20 years ....................          2               1,262,273             1.93
20+ to 30 years ....................          3               1,916,125             2.93
                                              --            ------------           ------ 
      Total .........................         64            $ 65,354,150          100.00%
                                              ==            ============           ====== 
 

         Weighted Average Remaining Term to Stated Maturity is 6.8 years
<FN>

- ----------
* Includes Matured Performing interest only Balloon Mortgage Loans.

</FN>
</TABLE>

                      Remaining Terms to Stated Maturity of
            Fully Amortizing Mortgage Loans in Mortgage Loan Group 1
<TABLE>
<CAPTION>

                                                                                Percentage of
                                                                                Fully Amortizing
                                                                                Mortgage Loans
                                                                                in Mortgage
                                                                                Loan Group
                                                            Aggregate           by Aggregate
                                          Number of         Scheduled           Scheduled
                                          Mortgage Loans    Principal Balance   Principal Balance
Years Remaining                           As of             As of               As of
as of Cut-Off Date*                       Cut-Off Date      Cut-Off Date        Cut-Off Date
- -------------------                       ------------      ------------        ------------
<S>                                         <C>            <C>                    <C>
 5 years or less ...................          1            $     48,846             0.03%
 5+ to 10 years ....................          5                 299,736             0.20
10+ to 15 years ....................         13               1,626,955             1.07
15+ to 20 years ....................         15               3,234,924             2.13
20+ to 30 years ....................        254             146,680,252            96.57
                                            ---            ------------           ------ 
     Total .........................        288            $151,890,713           100.00%
                                            ===            ============           ====== 

        Weighted Average Remaining Term to Stated Maturity is 25.3 years
<FN>

- ----------
* Includes  Fully  Amortizing  Matured  Performing  Mortgage  Loans and  Balloon
  Mortgage  Loans  secured  by  Mortgaged  Properties  in  Los  Angeles  County,
  California that will be extended to be fully amortizing.
</FN>
</TABLE>


                           Seasoning of Mortgage Loans
                            in Mortgage Loan Group 1
<TABLE>
<CAPTION>

                                                                                Percentage of
                                                                                Mortgage
                                                                                Loan Group
                                                            Aggregate           by Aggregate
                                          Number of         Scheduled           Scheduled
                                          Mortgage Loans    Principal Balance   Principal Balance
Number of Years                           As of             As of               As of
as of Cut-Off Date                        Cut-Off Date      Cut-Off Date        Cut-Off Date
- ------------------                        ------------      ------------        ------------
 <S>                                         <C>           <C>                    <C>
1 + to  2 years ....................         20            $ 10,753,112             4.95%
2 + to  3 years ....................         83              56,210,783            25.88
3 + to  4 years ....................          9               7,720,871             3.55
4 + to  5 years ....................         41              21,171,777             9.75
5 + to  6 years ....................         79              52,837,909            24.32
6 + to  7 years ....................         25              31,567,783            14.53
7 + to  8 years ....................         35              24,637,768            11.34
8 + to  9 years ....................         21               5,044,226             2.32
9 + to 10 years ....................         15               3,349,332             1.54
Over 10 years ......................         24               3,951,302             1.82
                                            ---            ------------           ------ 
    Total ..........................        352            $217,244,863           100.00%
                                            ===            ============           ====== 

                    Weighted Average Seasoning is 5.05 years
</TABLE>

<TABLE>
<CAPTION>

                   Mortgage Interest Rates as of Cut-Off Date
                   of Mortgage Loans in Mortgage Loan Group 1

                                                                                  Percentage of
                                                                                  Mortgage
                                                                                  Loan Group
                                                            Aggregate             by Aggregate
                                          Number of         Scheduled             Scheduled
                                          Mortgage Loans    Principal Balance     Principal Balance
               Mortgage                   As of             As of                 As of
               Interest Rates             Cut-Off Date      Cut-Off Date          Cut-Off Date
               -------------------        --------------    --------------        --------------
<S>                                         <C>            <C>                    <C>
Less than  4.00% ...................          1            $     40,014             0.02%
 5.00% to  5.99% ...................          2                 188,812             0.09
 6.00% to  6.99% ...................         80              79,933,713            36.79
 7.00% to  7.99% ...................        134              71,608,261            32.96
 8.00% to  8.99% ...................        105              54,531,916            25.10
 9.00% to  9.99% ...................         15               2,099,800             0.97
10.00% to 10.99% ...................         11               4,061,201             1.87
11.00% to 11.99% ...................          4               4,781,146             2.20
                                         ------            ------------            ------
       Total .......................        352            $217,244,863           100.00%
                                         ======            ============           ======

                Weighted Average Mortgage Interest Rate is 7.37%
</TABLE>

<TABLE>
<CAPTION>

                       Loan-to-Value Ratios at Origination
                   of Mortgage Loans in Mortgage Loan Group 1

                                                                                  Percentage of
                                                                                  Mortgage
                                                                                  Loan Group
                                                             Aggregate            by Aggregate
                                           Number of         Scheduled            Scheduled
             Loan-to-Value                 Mortgage Loans    Principal Balance    Principal Balance
             Ratios at                     As of             As of                As of
             Origination*                  Cut-Off Date      Cut-Off Date         Cut-Off Date
             -------------                 -------------     -------------        ----------------- 
<S>                                        <C>             <C>                    <C>
 50.00% or less ....................         28            $ 10,040,098             4.62%
 50.01% to  60.00% .................         57              31,189,827            14.36
 60.01% to  70.00% .................        125              71,280,126            32.81
 70.01% to  80.00% .................        130             101,510,385            46.73
 80.01% to  90.00% .................          3               1,053,121             0.48
 90.01% to 100.00% .................          3                 632,895             0.29
100.01% or more ....................          1                  91,777             0.04
Unknown ............................          5               1,446,634             0.67
                                         ------            ------------            ------
     Total .........................        352            $217,244,863           100.00%
                                         ======            ============           ======

         Weighted Average Loan-to-Value Ratio at Origination is 67.76%**
<FN>

- ----------
 *  In certain cases,  information as to the value of the Mortgaged Property was
    not available in the files for the applicable  Mortgage Loan. In such cases,
    efforts were made to collect such information from other sources.
** Excludes Mortgage Loans with unknown Loan-to-Value Ratios.
</FN>
</TABLE>

<TABLE>
<CAPTION>

            Range of Ratios of Current Loan Balance-to-Original Value
                   as of Cut-Off Date in Mortgage Loan Group 1

                                                                                  Percentage of
                                                                                  Mortgage
                                                                                  Loan Group
                                                           Aggregate              by Aggregate
                                         Number of         Scheduled              Scheduled
                                         Mortgage Loans    Principal Balance      Principal Balance
        Ratios of Current Loan           As of             As of                  As of
        Balance-to-Original Value*       Cut-Off Date      Cut-Off Date           Cut-Off Date
        --------------------------       --------------    -----------------      -----------------

<S>                                        <C>             <C>                    <C>
50.00% or less .....................         48            $ 19,614,919             9.03%
50.01% to  60.00% ..................         78              38,482,267            17.71
60.01% to  70.00% ..................        155             103,936,183            47.85
70.01% to  80.00% ..................         59              41,965,673            19.32
80.01% to  90.00% ..................          3               1,270,235             0.58
90.01% to 100.00% ..................          3                 394,591             0.18
Unknown ............................          6              11,580,995             5.33
                                         ------            ------------            ------
        Total ......................        352            $217,244,863           100.00%
                                         ======            ============           ======

    Weighted Average Current Loan Balance-to-Original Value Ratio is 63.31%**
<FN>

- ----------
 *  In certain cases,  information as to the value of the Mortgaged Property was
    not available in the files for the applicable  Mortgage Loan. In such cases,
    efforts were made to collect such information from other sources.
**  Excludes Mortgage Loans with unknown Current Loan Balance-to-Original Value
    Ratios.
</FN>
</TABLE>


                        Lien Positions of Mortgage Loans
                            in Mortgage Loan Group 1

                                                            Percentage of
                                                            Mortgage
                                                            Loan Group
                                      Aggregate             by Aggregate
                   Number of          Scheduled             Scheduled
                   Mortgage Loans     Principal Balance     Principal Balance
                   As of              As of                 As of
Lien Position*     Cut-Off Date       Cut-Off Date          Cut-Off Date
- --------------     ------------       ------------          ------------
First lien** ..       352              $217,244,863           100.00%
                      ---              ------------           -------
   Total ......       352              $217,244,863           100.00%
                      ===              ============           =======
[FN]
- ----------
 * In certain cases, a title  insurance  policy or attorney's  title opinion was
   not contained in the  applicable  Mortgage Loan file. In such cases,  efforts
   were made to determine  the lien  position of such  Mortgage  Loan from other
   sources in the Mortgage Loan file or elsewhere.
** Includes  second and third liens with  respect to which all senior  liens are
   included in the Mortgage Pool.
[/FN]
<TABLE>
<CAPTION>

                                  Property Type
                of Mortgaged Properties in Mortgage Loan Group 1

                                                                                    Percentage of
                                                                                    Mortgage
                                                                                    Loan Group
                                                           Aggregate                by Aggregate
                                        Number of          Scheduled                Scheduled
                                        Mortgage Loans     Principal Balance        Principal Balance
                                        As of              As of                    As of
Type of Mortgaged Properties            Cut-Off Date       Cut-Off Date             Cut-Off Date
- ----------------------------            ---------------    -----------------        ------------------
<S>                                           <C>            <C>                    <C>
Multifamily (5-36 Units) ...                  322            $144,297,375            66.42%
Multifamily (37-200 Units) .                   21              58,384,791            26.88
Multifamily (Over 200 Units)                    1              10,134,360             4.66
Multifamily -- Other .......                    8               4,428,337             2.04
                                              ---             ------------           ------
          Total ............                  352            $217,244,863           100.00%
                                              ===             ============           ======
</TABLE>


                             Geographic Distribution
                of Mortgaged Properties in Mortgage Loan Group 1

                                                             Percentage of
                                                             Mortgage
                                                             Loan Group
                                         Aggregate           by Aggregate
                                         Scheduled           Scheduled
                    Number of            Principal Balance   Principal Balance
                    Mortgage Loans       As of               As of
    Location        Cut-Off Date         Cut-Off Date        Cut-Off Date
    ----------      --------------       --------------    --------------
Arizona .........        3               $   504,347             0.23%
California ......      298               199,005,513            91.63
Colorado ........        2                   812,136             0.37
Connecticut .....        3                   263,320             0.12
Florida .........       11                 7,284,567             3.35
Louisiana .......        3                   555,710             0.26
New Jersey ......        1                 2,452,775             1.13
New Mexico ......        1                   158,859             0.07
New York ........        2                   550,155             0.25
North Carolina ..        1                   596,541             0.27
Ohio ............       11                 1,411,845             0.65
Oregon ..........        1                   212,504             0.10
Pennsylvania ....        1                   227,412             0.10
Texas ...........        6                 1,940,176             0.89
Virginia ........        8                 1,269,003             0.58
                       ---                ------------         ------
    Total .......      352               $217,244,863          100.00%
                       ===               ============          ====== 


                        County Concentrations (Over 10%)
                   of Mortgage Loans in Mortgage Loan Group 1

                                                               Percentage of
                                                               Mortgage
                                                               Loan Group
                                          Aggregate            by Aggregate
                        Number of         Scheduled            Scheduled
                        Mortgage Loans    Principal Balance    Principal Balance
County                  As of             As of                As of
Concentration*          Cut-Off Date      Cut-Off Date         Cut-Off Date
- ---------------        ---------------    -----------------    -----------------
Los Angeles County
  90019 Los Angeles..       6             $  4,715,458             2.17%
  90028 Los Angeles..       3                6,145,232             2.83
  90034 Los Angeles..       7                5,532,185             2.55
  91401 Van Nuys.....       8                3,902,095             1.80
  Other Zip Codes....     187               94,912,338            43.68
                          ---               ----------            -----
Total Los Angeles County  211              115,207,308            53.03
                          ---              -----------            ------
San Diego County
  92117 San Diego....       2               11,005,485             5.07
  Other Zip Codes....      24               11,067,805             5.09
                           --               ----------            ------
Total San Diego County     26               22,073,290            10.16
                           --               ----------            ------   
All Other Countries...    115               79,964,265            36.81
                          ---               ------------          ------
     Total............    352             $217,244,863           100.00%
                          ===             ==============         =======
[FN]
- ----------
*  Zip  Code  concentrations  are  indicated  above  only if the  percentage
   exceeds 1.5% in the counties noted.
[/FN]

               Monthly Payments Delinquent as of the Cut-Off Date
                   of Mortgage Loans in Mortgage Loan Group 1

                                                              Percentage of
                                                              Mortgage
                                                              Loan Group
                                            Aggregate         by Aggregate   
                           Number of        Scheduled         Scheduled
                           Mortgage Loans   Principal Balance Principal Balance
 Monthly Payments          As of            As of             As of
 Delinquent                Cut-Off Date     Cut-Off Date      Cut-Off Date
 ----------                ------------     ------------      ------------
 None (0-29 days past
  due) ..................        347        $213,243,568           98.16%
 One Payment (30-59 days
   past due) ............          5           4,001,295            1.84
                                 ---        ------------          ------ 
     Total                       352        $217,244,863          100.00%
                                 ===        ============          ======


      Delinquency History for the Past Twelve Months as of the Cut-Off Date
                   of Mortgage Loans in Mortgage Loan Group 1

                                                             Percentage of
                                                             Mortgage
                                                             Loan Group
                                                             by
                          Number          Aggregate          Aggregate
                          of              Scheduled          Scheduled
                          Mortgage Loans  Principal Balance  Principal Balance
                          As of           As of              As of
Delinquency History*      Cut-Off Date    Cut-Off Date       Cut-Off Date
- --------------------      ------------    ------------       -----------------
No 30 Day or Greater
 Delinquency in last 12
 months ...................   272         $154,940,846             71.32%
One Payment Delinquent
 (30-59 days) in last 12
 months
1 time 30-day delinquent
 in last 12 months ........    35           25,891,590             11.92
2 times 30-day delinquent
 in last 12 months ........     6            1,822,984              0.84
More than 2 times 30-day
 delinquent in last
 12 months ................    14           14,593,812              6.72
Two Payments Delinquent
 (60-89 days) in last
 12 months**
1 time 60-day delinquent
 in last 12 months ........    14            6,264,510              2.88
2 times 60-day delinquent
 in last 12 months ........     1            1,603,324              0.74
Three or more  Payments
 Delinquent  (90 Days+) in
 last 12  months**         
1 time 90-day delinquent
 in last 12 months ........     6            6,081,895              2.80
2 times 90-day delinquent
 in last 12 months ........     2            1,089,233              0.50
More than 2 times 90-day
 delinquent in last 12 
 months                         2            4,956,669              2.28
                              ---         ------------            ------ 
  Total ...................   352         $217,244,863            100.00%
                              ===         ============            ====== 
[FN]
- ----------
 * Substantially  all of the Mortgage Loans contain a delinquency  history of at
   least twelve months. For Mortgage Loans with a delinquency  history less than
   twelve  months,  it was  assumed  that  the  only  delinquencies  were  those
   occurring in the period for which  information  was available.  Delinquencies
   for Mortgage Loans for any period prior to their modifications  generally are
   not  reflected in the table.  Approximately  10.57% of the Mortgage  Loans in
   Mortgage Loan Group 1, based on the Aggregate  Scheduled Principal Balance as
   of the Cut-Off Date,  did not have twelve months of  delinquency  history and
   were not modified.
** Approximately  32.75% and 31.04% of the  Mortgage  Loans  included in Two and
   Three  Payments  Delinquent,  respectively,  have  been  modified  since  the
   delinquency.
[/FN]

               Margins of Mortgage Loans in Mortgage Loan Group 1

                                                               Percentage of
                                                               Mortgage
                                                               Loan Group
                                       Aggregate               by Aggregate
                  Number of            Scheduled               Scheduled
                  Mortgage Loans       Principal Balance       Principal Balance
                  As of                As of                   As of
Margins           Cut-Off Date         Cut-Off Date            Cut-Off Date
- -------           ------------         ------------            ------------

No Stated Margin .      4              $1,088,016                 0.50%
Less than Zero ...      3                 224,348                 0.10
0.01% to 0.99% ...      2                 637,694                 0.29
1.00% to 1.99% ...     10               5,004,888                 2.30
2.00% to 2.99% ...    259             192,776,627                88.75
3.00% to 3.99% ...     69              16,887,351                 7.77
4.00% or more ....      5                 625,939                 0.29
                      ---            ------------               ------ 
 Total                352            $217,244,863               100.00%
                      ===            ============               =======

                        Weighted Average Margin is 2.57%


            Maximum Rates of Mortgage Loans in Mortgage Loan Group 1

                                                               Percentage of
                                                               Mortgage
                                                               Loan Group
                                          Aggregate            by Aggregate
                        Number of         Scheduled            Scheduled
                        Mortgage Loans    Principal Balance    Principal Balance
                        As of             As of                As of
    Maximum Rates       Cut-Off Date      Cut-Off Date         Cut-Off Date
 ----------------       --------------    --------------       ----------------
 No Maximum Rate ....       32           $18,714,242            8.61%
 Less than 11.99% ...        5             2,907,583            1.34
 12.00% to 12.99% ...       22            11,026,091            5.08
 13.00% to 13.99% ...       32            35,113,427           16.16
 14.00% to 14.99% ...      187           114,285,395           52.61
 15.00% to 15.99% ...       46            29,052,984           13.37
 16.00% to 16.99% ...        9             1,717,764            0.79
 17.00% to 17.99% ...       12             2,598,322            1.20
 18.00% to 18.99% ...        5             1,485,553            0.68
 19.00% to 19.99% ...        2               343,502            0.16
                             -            ----------            ----
      Total                352          $217,244,863          100.00%
                           ===          ============          =======

                    Weighted Average Maximum Rate is 14.36%*
[FN]
- ----------
* Excludes ARMs with no Maximum Rate.
[/FN]

         Floor Interest Rates of Mortgage Loans in Mortgage Loan Group 1

                                                              Percentage of
                                                              Mortgage Loan
                                                              Group by
                                        Aggregate             Aggregate
                        Number of       Scheduled             Scheduled
                        Mortgage Loans  Principal Balance     Principal Balance
                        As of           As of                 As of
Floor Interest Rates    Cut-Off Date    Cut-Off Date          Cut-Off Date
- --------------------    --------------  ------------          ------------
No Minimum Rate ...           99        $45,852,055              21.11%
Less than 6.00% ...           53         45,906,000              21.13
6.00% to 6.99%.....           40         33,079,957              15.23
7.00% to 7.99%.....           77         48,193,225              22.18
8.00% to 8.99%.....           83         44,213,626              20.35
                              --         ----------              -----
    Total .........          352       $217,244,863             100.00%
                             ===       ============             =======

                 Weighted Average Floor Interest Rate is 6.85%*

[FN]
- ----------
* Excludes ARMs with no Floor Interest Rate.
[/FN]

                          Periodic Rate Adjustment Caps
                   of Mortgage Loans in Mortgage Loan Group 1

                                                               Percentage of
                                                               Mortgage
                                                               Loan Group
                                            Aggregate          by Aggregate  
                            Number of       Scheduled          Scheduled
                            Mortgage Loans  Principal Balance  Principal Balance
Periodic Rate               As of           As of              As of
Adjustment Caps             Cut-Off Date    Cut-Off Date       Cut-Off Date
- ---------------             --------------  ------------       -----------
No Periodic Adjustment 
  Cap ...................        233        $161,736,247          74.45%
Less than 1.00% .........         10           1,317,851           0.61
1.00% to 1.99% ..........         88          51,321,376          23.62
2.00% to 2.99% ..........         19           2,290,557           1.05
3.00% to 3.99% ..........          2             578,832           0.27
                                 ---        ------------         ------ 
     Total                       352        $217,244,863         100.00%
                                 ===        ============         =======


                          Interest Adjustment Frequency
                   of Mortgage Loans in Mortgage Loan Group 1

                                                              Percentage of
                                                              Mortgage
                                                              Loan Group   
                                        Aggregate             by Aggregate
                       Number of        Scheduled             Scheduled   
                       Mortgage Loans   Principal Balance     Principal Balance 
Interest               As of            As of                 As of           
Adjustment Frequency   Cut-Off Date     Cut-Off Date          Cut-Off Date
- --------------------   --------------   -----------------     ----------------- 
Monthly ............      195            $140,819,445             64.83%
Quarterly ..........        1                  50,765              0.02
Semi-Annually ......       74              36,602,653             16.85
Annually ...........       60              27,792,588             12.79
Two Years ..........        1                  72,950              0.03
Three Years ........       13               4,140,935              1.91
Five Years .........        3               4,239,237              1.95
Adjusts with Index .        5               3,526,290              1.62
                            -               ---------              ----
   Total ...........      352            $217,244,863            100.00%
                          ===            ============            =======


                          Payment Adjustment Frequency
                   of Mortgage Loans in Mortgage Loan Group 1

                                                              Percentage of
                                                              Mortgage
                                                              Loan Group
                                        Aggregate             by Aggregate
                         Number of      Scheduled             Scheduled
                         Mortgage Loans Principal Balance     Principal Balance
Payment                  As of          As of                 As of
Adjustment Frequency     Cut-Off Date   Cut-Off Date          Cut-Off Date
- --------------------     -------------- -----------------     -----------------
Semi-Annually                   74         $36,602,653             16.85%
Annually..............         256         170,930,632             78.68
Two Years.............           1              72,950              0.03
Three Years...........          13           4,140,935              1.91
Five Years............           4           4,424,178              2.04
Adjusts with Index ...           4           1,073,515              0.49
                                 -           ---------              ----
     Total ...........         352        $217,244,863            100.00%
                               ===        ============            =======

<TABLE>
<CAPTION>

                                     Indexes
                   of Mortgage Loans in Mortgage Loan Group 1

                                                                                       Percentage of
                                                                                       Mortgage
                                                                                       Loan Group
                                                                                       by
                                               Number            Aggregate             Aggregate
                                               of                Scheduled             Scheduled
                                               Mortgage Loans    Principal Balance     Principal Balance
                                               As of             As of                 As of
Indexes                                        Cut-Off Date      Cut-Off Date          Cut-Off Date
- -------                                        --------------    -----------------     -----------------
<S>                                                 <C>          <C>                    <C>
COFI 11th District Weighted Average ............    175          $123,139,148            56.67%
FHLB 5th District COFI .........................      1                69,605             0.03
FHLB Advance Rate ..............................      2               287,238             0.13
FHLMC 30 year Mortgage Commitment ..............      1               184,941             0.09
LIBOR 1 Month ..................................     57            42,005,088            19.34
LIBOR 1 Year ...................................     15            12,522,180             5.76
LIBOR 6 Month ..................................     42            24,074,984            11.08
National Average of Lenders -- FHLB
  (Previously Occupied Homes) ..................      9             1,494,215             0.69
PRIME As Stated In Wall Street Journal .........      4             1,429,847             0.66
PRIME Chase Manhattan Bank .....................      1               158,859             0.07
PRIME Citibank .................................      2             2,817,275             1.30
Treasury -- 1 Year Weekly Average ..............     21             4,082,977             1.88
Treasury -- 3 Year Weekly Average ..............      8             3,294,828             1.52
Treasury -- 5 Year Weekly Average ..............      3               315,062             0.15
Treasury -- 91 Day T-Bill ......................      1                50,765             0.02
Weighted Average COFI for CA Members of
  SF FHLB ......................................     10             1,317,851             0.61
    Total ......................................    352          $217,244,863           100.00%
</TABLE>


                        Loans with Potential for Negative
                      Amortization in Mortgage Loan Group 1

                                                             Percentage of
                                                             Mortgage
                                                             Loan Group
                                            Aggregate        by Aggregate
                            Number of       Scheduled        Scheduled
                            Mortgage        Principal        Principal 
                            Loans           Balance          Balance
                            As of           As of            As of
Negative Amortization       Cut-Off Date    Cut-Off Date     Cut-Off Date
- ---------------------       ------------    ------------     -------------
Negative Amortization ......      204       $154,804,200           71.26%
No Negative Amortization ...      148         62,440,663           28.74
                                  ---         ----------           -----
  Total                           352       $217,244,863          100.00%
                                  ===       ============          =======


<TABLE>
<CAPTION>
    Loans-to-Facilitate and Modified Mortgage Loans in Mortgage Loan Group 1

                                                                                                     Percentage of
                                                                                                     Mortgage
                                                                                                     Loan Group
                                                                             Aggregate               by Aggregate
                                                        Number of            Scheduled               Scheduled
                                                        Mortgage Loans       Principal Balance       Principal Balance
                                                        As of                As of                   As of
                                                        Cut-Off              Cut-Off                 Cut-Off
Loans-to-Facilitate and Modified Mortgage Loans         Date                 Date                    Date
- -----------------------------------------------         --------------       -----------------       -----------------             
<S>                                                       <C>                 <C>                     <C>
Loans-to-Facilitate (Seller - Originated
  Loans)(1) ....................................            1                 $    632,963              0.29%
Loans-to-Facilitate (Non-RTC)(2) ...............           14                    5,098,395              2.35
Modified Mortgage Loans(3) .....................           33                   38,269,228             17.62
Not Applicable .................................          304                  173,244,277             79.74
                                                          ---                  -----------             -----
      Total ....................................          352                 $217,244,863            100.00%
                                                          ===                 ============            =======
<FN>


- ----------

(1) Loans originated by an RTC institution to facilitate the sale of REO.

(2) Loans originated by a non-RTC institution to facilitate the sale of REO.

(3) Loans which the Seller  believes have  substantially  modified  terms due to
    default,  reasonable likelihood of default,  workout or other credit related
    reasons.
</FN>
</TABLE>



                                                                       Exhibit B

                              Mortgage Loan Group 2
<TABLE>
<CAPTION>

                   Distribution of Original Principal Balances
                   of Mortgage Loans in Mortgage Loan Group 2


                                                                                  Percentage of
                                                                                  Mortgage
                                                                                  Loan Group
                                                            Aggregate             by Aggregate
                                          Number of         Scheduled             Scheduled
                                          Mortgage Loans    Principal Balance     Principal Balance
                                          As of             As of                 As of
Original Principal Balances               Cut-Off Date      Cut-Off Date          Cut-Off Date
- ---------------------------               ------------      ------------          ------------
<S>                                         <C>            <C>                    <C>
$   50,000 or less ..................         6                 175,811             0.06%
$   50,001 to $   100,000 ...........        54               2,547,712             0.88
$  100,001 to $   200,000 ...........        76               7,604,790             2.63
$  200,001 to $   400,000 ...........       159              43,584,757            15.06
$  400,001 to $   600,000 ...........        84              37,240,923            12.86
$  600,001 to $   800,000 ...........        36              23,272,042             8.04
$  800,001 to $ 1,000,000 ...........        24              20,329,015             7.02
$1,000,001 to $ 2,000,000 ...........        52              68,556,148            23.68
$2,000,001 to $ 3,000,000 ...........        14              34,347,320            11.86
$3,000,001 to $ 4,000,000 ...........         8              27,900,764             9.64
$5,000,001 to $10,000,000 ...........         3              23,931,181             8.27
                                            ---            ------------           ------ 
          Total .....................       516            $289,490,463           100.00%
                                            ===            ============           ====== 

                 Average Original Principal Balance is $600,786
</TABLE>



<TABLE>
<CAPTION>
       Distribution of Scheduled Principal Balances as of the Cut-Off Date
                   of Mortgage Loans in Mortgage Loan Group 2

                                                                                Percentage of
                                                                                Mortgage
                                                                                Loan Group
                                                            Aggregate           by Aggregate
                                           Number of        Scheduled           Scheduled
Scheduled                                  Mortgage Loans   Principal Balance   Principal Balance
Principal Balances                         As of            As of               As of
As of Cut-Off Date                         Cut-Off Date     Cut-Off Date        Cut-Off Date
- ------------------                         ------------     ------------        ------------
<S>                                         <C>            <C>                    <C>
$   50,000 or less ..................        58            $  1,987,933             0.69%
$   50,001 to $   100,000 ...........        50               3,549,864             1.23
$  100,001 to $   200,000 ...........        63               9,494,423             3.28
$  200,001 to $   400,000 ...........       138              41,957,101            14.49
$  400,001 to $   600,000 ...........        76              36,573,350            12.63
$  600,001 to $   800,000 ...........        36              24,947,345             8.62
$  800,001 to $ 1,000,000 ...........        21              18,499,312             6.39
$1,000,001 to $ 2,000,000 ...........        50              68,301,301            23.59
$2,000,001 to $ 3,000,000 ...........        13              32,347,889            11.17
$3,000,001 to $ 4,000,000 ...........         8              27,900,764             9.64
$5,000,001 to $10,000,000 ...........         3              23,931,181             8.27
                                            ---            ------------           ------ 
       Total ........................       516            $289,490,463           100.00%
                                            ===            ============           ====== 

     Average Scheduled Principal Balance as of the Cut-Off Date is $561,028
</TABLE>


                        Original Terms to Stated Maturity
                   of Mortgage Loans in Mortgage Loan Group 2*

                                                                   Percentage of
                                                                   Mortgage
                                                                   Loan Group
                                                                   Scheduled
                                               Aggregate           by Aggregate
                            Number of          Scheduled           Principal
Original Number             Mortgage Loans     Principal Balance   Balance
of Years to                 As of              As of               As of
Stated Maturity             Cut-Off Date       Cut-Off Date        Cut-Off Date
- ---------------             ------------       ------------        ------------
5 years or less ......            28           $ 24,939,356             8.61%
5+ to  7 years .......            90             87,746,149            30.31
7+ to 10 years .......            20              6,468,943             2.23
10+ to 15 years ......            93             67,846,236            23.44
15+ to 20 years ......            14              4,168,647             1.44
20+ to 30 years ......           266             97,166,438            33.57
30 years or more .....             5              1,154,694             0.40
                                 ---           ------------           ------ 
    Total ............           516           $289,490,463           100.00%
                                 ===           ============           ====== 

         Weighted Average Original Term to Stated Maturity is 16.5 years

[FN]
- ----------
* Without giving effect to any modification or extension of maturity date.
[/FN]

                      Remaining Terms to Stated Maturity of
                 Balloon Mortgage Loans in Mortgage Loan Group 2

                                                                 Percentage of
                                                                 Ballon
                                                                 Mortgage Loans
                                                                 in Mortgage
                                                                 Loan Group
                                                                 by Aggregate
                                            Aggregate            Scheduled
                           Number of        Scheduled            Principal
                           Mortgage Loans   Principal Balance    Balance
Years Remaining            As of            As of                As of
As of Cut-Off Date         Cut-Off Date     Cut-Off Date         Cut-Off Date
- ------------------         ------------     ------------         ------------
 1 year or less ....            3          $  1,087,592             0.68%
 1+ to  2 years ....            7             1,607,732             1.00
 2+ to  3 years ....            8             5,166,003             3.22
 3+ to  4 years ....           16            12,128,446             7.55
 4+ to  5 years* ...           23            32,694,061            20.36
 5+ to 10 years ....           82            66,970,010            41.70
10+ to 15 years ....           36            40,941,547            25.49
                              ---          ------------           ------ 
    Total ..........          175          $160,595,391           100.00%
                              ===          ============           ====== 

         Weighted Average Remaining Term to Stated Maturity is 7.0 years

[FN]
- ----------
* Includes Matured Performing interest only Balloon Mortgage Loans.
[/FN]

                      Remaining Terms to Stated Maturity of
            Fully Amortizing Mortgage Loans in Mortgage Loan Group 2


                                                              Percentage of
                                                              Full Amortizing
                                                              Mortgage Loans
                                                              in Mortgage
                                                              Loan Group  
                                        Aggregate             by Aggregate    
                       Number of        Scheduled             Scheduled      
                       Mortgage Loans   Principal Balance     Principal Balance
Years Remaining        As of            As of                 As of
As of Cut-Off Date*    Cut-Off Date     Cut-Off Date          Cut-Off Date
- ------------------    --------------   -----------------     ----------------- 
 5 years or less ...           37          $  1,970,737             1.53%
 5+ to 10 years ....           61             5,020,787             3.90
10+ to 15 years ....           25             6,511,351             5.05
15+ to 20 years ....            3             1,013,727             0.79
20+ to 30 years ....          215           114,378,470            88.73
                              ---          ------------           ------ 
    Total ..........          341          $128,895,072           100.00%

        Weighted Average Remaining Term to Stated Maturity is 24.5 years

[FN]
- ---------- 
*    Includes Fully  Amortizing  Matured  Performing  Mortgage Loans and Balloon
     Mortgage  Loans  secured by  Mortgaged  Properties  in Los Angeles  County,
     California that will be extended to be fully amortizing.
[/FN]

                           Seasoning of Mortgage Loans
                            in Mortgage Loan Group 2

                                                               Percentage of
                                                               Mortgage
                                                               Loan Group   
                                          Aggregate            by Aggregate
                         Number of        Scheduled            Scheduled
                         Mortgage Loans   Principal Balance    Principal Balance
Number of Years          As of            As of                As of
as of Cut-Off Date       Cut-Off Date     Cut-Off Date         Cut-Off Date
- ------------------       ------------     ------------         ------------
1 year or less .....             20       $ 34,437,872           11.90%
1+ to  2 years .....             86         72,059,490           24.89
2+ to  3 years .....            110         79,831,464           27.59
3+ to  4 years .....             41         21,501,628            7.43
4+ to  5 years .....             92         47,292,741           16.34
5+ to  6 years .....             17          5,775,115            1.99
6+ to  7 years .....              7          2,588,931            0.89
7+ to  8 years .....              8         10,313,228            3.56
8+ to  9 years .....              4          1,286,894            0.44
9+ to 10 years .....             10          2,093,050            0.72
Over 10 years ......            121         12,310,050            4.25
                                ---       ------------          ------ 
    Total ..........            516       $289,490,463          100.00%
                                ===       ============          ====== 

                    Weighted Average Seasoning is 3.51 years


                   Mortgage Interest Rates As of Cut-Off Date
                   of Mortgage Loans in Mortgage Loan Group 2

                                                               Percentage of
                                                               Mortgage
                                                               Loan Group   
                                         Aggregate             by Aggregate
                        Number of        Scheduled             Scheduled   
                        Mortgage Loans   Principal Balance     Principal Balance
Mortgage                As of            As of                 As of           
Interest Rates          Cut-Off Date     Cut-Off Date          Cut-Off Date
- --------------          ------------     ------------          ------------
 5.00% to 5.99% ....            2        $  1,919,742             0.66%
 6.00% to 6.99% ....            4           4,972,890             1.72
 7.00% to 7.99% ....           23          19,815,774             6.85
 8.00% to 8.99% ....          122          77,554,357            26.79
 9.00% to 9.99% ....          310         173,941,092            60.08
10.00% to 10.99% ...           33           8,865,004             3.06
11.00% to 11.99% ...           13           1,483,820             0.51
12.00% to 12.99% ...            6             688,305             0.24
13.00% to 13.99% ...            3             249,479             0.09
                              ---        ------------           ------ 
    Total ..........          516        $289,490,463           100.00%
                              ===        ============           ====== 

                Weighted Average Mortgage Interest Rate is 8.84%


                       Loan-to-Value Ratios at Origination
                   of Mortgage Loans in Mortgage Loan Group 2



                                                              Percentage of
                                                              Mortgage
                                                              Loan Group
                                        Aggregate             by Aggregate
                       Number of        Scheduled             Scheduled
                       Mortgage Loans   Principal Balance     Principal Balance
Loan-to-Value          As of            As of                 As of
Ratios at Origination  Cut-Off Date     Cut-Off Date          Cut-Off Date
- ---------------------  ------------     ------------          ------------

50.00% or less .....             46         $ 17,776,643            6.14%
50.01% to 60.00% ...             74           47,725,480           16.49
60.01% to 70.00% ...            133           73,323,581           25.33
70.01% to 80.00% ...            173           70,231,223           24.26
80.01% to 90.00% ...             39           31,766,718           10.97
90.01% to 100.00% ..             16           19,371,440            6.69
100.01% or more ....             19           24,495,862            8.46
Unknown ............             16            4,799,516            1.66
                                ---         ------------          ------ 
      Total ........            516         $289,490,463          100.00%
                                ===         ============          ====== 

         Weighted Average Loan-to-Value Ratio at Origination is 73.37%**

[FN]
- ----------
*  In certain cases,  information as to the value of the Mortgaged  Property was
   not available in the files for the  applicable  Mortgage Loan. In such cases,
   efforts were made to collect such information from other sources.
** Excludes Mortgage Loans with unknown Loan-to-Value Ratios.
[/FN]


<TABLE>
<CAPTION>
            Range of Ratios of Current Loan Balance-to-Original Value
                   As of Cut-Off Date in Mortgage Loan Group 2

                                                                                 Percentage of
                                                                                 Mortgage
                                                                                 Loan Group
                                                            Aggregate            by Aggregate
                                           Number of        Scheduled            Scheduled
                                           Mortgage Loans   Principal Balance    Principal Balance
Ratios of Current Loan                     As of            As of                As of
Balance-to-Original Value*                 Cut-Off Date     Cut-Off Date         Cut-Off Date
- --------------------------                 ------------     ------------         ------------
<S>                                         <C>            <C>                    <C>
 50.00% or less .....................       153            $ 31,321,208            10.81%
 50.01% to  60.00% ..................        95              50,609,973            17.48
 60.01% to  70.00% ..................       120              72,391,628            25.01
 70.01% to  80.00% ..................        74              59,756,208            20.64
 80.01% to  90.00% ..................        27              28,448,820             9.83
 90.01% to 100.00% ..................        15              19,624,912             6.78
100.01% or more .....................        16              22,538,198             7.79
Unknown .............................        16               4,799,516             1.66
                                            ---            ------------           ------ 
      Total .........................       516            $289,490,463           100.00%
                                            ===            ============           ====== 

Weighted  Average  Current  Loan  Balance-to-Original  Value  Ratio is  70.59%**
<FN>

- ---------- 
*    In certain cases, information as to the value of the Mortgaged
     Property was not available in the files for the  applicable  Mortgage Loan.
     In such cases,  efforts  were made to collect such  information  from other
     sources.
**   Excludes Mortgage Loans with unknown Current Loan Balance-to-Original Value
     Ratios.
</FN>
</TABLE>


<TABLE>
<CAPTION>

                        Lien Positions of Mortgage Loans
                            in Mortgage Loan Group 2


                                                                                Percentage of
                                                                                Mortgage
                                                                                Loan Group
                                       Number of           Aggregate            by Aggregate
                                       Mortgage            Scheduled            Scheduled
                                       Loans               Principal Balance    Principal Balance
                                       As of               As of                As of
Lien Position*                         Cut-Off Date        Cut-Off Date         Cut-Off Date
- --------------                         ------------        ------------         ------------
<S>                                         <C>            <C>                    <C>
First lien** ........................       516            $289,490,463           100.00%
                                            ---            ------------           ------ 
          Total .....................       516            $289,490,463           100.00%
                                            ===            ============           ====== 

<FN>

- ----------
 * In certain cases, a title  insurance  policy or attorney's  title opinion was
   not contained in the  applicable  Mortgage Loan file. In such cases,  efforts
   were made to determine  the lien  position of such  Mortgage  Loan from other
   sources in the Mortgage Loan file or elsewhere.
** Includes  second and third liens with  respect to which all senior  liens are
   included in the Mortgage Pool.
</FN>
</TABLE>


<TABLE>
<CAPTION>

                                  Property Type
                of Mortgaged Properties in Mortgage Loan Group 2


                                                                                 Percentage of
                                                                                 Mortgage
                                                                                 Loan Group
                                                            Aggregate            by Aggregate
                                        Number of           Scheduled            Scheduled
                                        Mortgage Loans      Principal Balance    Principal Balance
                                        As of               As of                As of
Type of Mortgaged Properties            Cut-Off Date        Cut-Off Date         Cut-Off Date
- ----------------------------            ------------        ------------         -----------
<S>                                         <C>            <C>                    <C>
Multifamily (5-36 Units) ............       402            $141,400,440            48.84%
Multifamily (37-200 Units) ..........        87              88,404,698            30.54
Multifamily (Over 200 Units) ........        15              50,696,213            17.51
Multifamily -- Other ................        12               8,989,112             3.11
                                            ---            ------------           ------ 
       Total ........................       516            $289,490,463           100.00%
                                            ===            ============           ====== 
</TABLE>



<TABLE>
<CAPTION>
                             Geographic Distribution
                of Mortgaged Properties in Mortgage Loan Group 2


                                                                                   Percentage of
                                                                                   Mortgage
                                                                                   Loan Group
                                                           Aggregate               by Aggregate
                                        Number of          Scheduled               Scheduled
                                        Mortgage Loans     Principal Balance       Principal Balance
                                        As of              As of                   As of
Location                                Cut-Off Date       Cut-Off Date            Cut-Off Date
- --------                                ------------       ------------            ------------
<S>                                         <C>            <C>                    <C>
Arizona .............................         8            $  5,352,347             1.85%
Arkansas ............................         1                  35,045             0.01
California ..........................       296             158,736,144            54.83
Colorado ............................         1                 426,577             0.15
Connecticut .........................         1                  22,244             0.01
District of Columbia ................         1               1,238,147             0.43
Florida .............................        36              15,604,350             5.39
Georgia .............................         5               3,930,655             1.36
Illinois ............................         3                 124,562             0.04
Kentucky ............................         1                 269,658             0.09
Louisiana ...........................        12               7,673,417             2.65
Maryland ............................         2                 226,492             0.08
Massachusetts .......................         1                 233,313             0.08
Mississippi .........................         5               2,930,007             1.01
Missouri ............................         7               3,381,585             1.17
Nebraska ............................         1                  46,402             0.02
New Jersey ..........................         4               2,499,526             0.86
New York ............................         2                 799,027             0.28
North Carolina ......................         2                  62,333             0.02
Ohio ................................        14               3,955,823             1.37
Oregon ..............................         2                 503,417             0.17
Pennsylvania ........................         1                 111,235             0.04
Rhode Island ........................         1                 109,816             0.04
South Carolina ......................         1                 555,646             0.19
Tennessee ...........................         1                 496,428             0.17
Texas ...............................        97              79,124,307            27.33
Utah ................................         3                 556,792             0.19
Virginia ............................         7                 485,168             0.17
                                            ---            ------------           ------ 
   Total ............................       516            $289,490,463           100.00%
                                            ===            ============           ====== 
</TABLE>



                        County Concentrations (Over 10%)
                   of Mortgage Loans in Mortgage Loan Group 2


                                                                   Percentage of
                                                                   Mortgage
                                                                   Loan Group
                                                  Aggregate        by Aggregate
                                Number of         Scheduled        Scheduled
                                Mortgage          Principal        Principal 
                                Loans             Balance          Balance
                                As of             As of            As of
                                Cut-Off           Cut-Off          Cut-Off
County Concentration*           Date              Date             Date
- ---------------------           ----              ----             ----
Los Angeles County
  90027 Los Angeles ..            10           $  7,785,766           2.69%
  90028 Los Angeles ..             5              4,620,531           1.60
  Other Zip Codes ....           178             88,926,395          30.71
                                 ---             ----------          -----
Total Los Angeles County         193            101,332,692          35.00
All Other Counties ...           323            188,157,771          65.00
                                 ---            -----------          -----
    Total ............           516           $289,490,463         100.00%
                                 ===           ============         ====== 

[FN]
     ---------- 
*    Zip Code  concentrations are indicated above only if the percentage exceeds
     1.5% in the counties noted.  
[/FN]

                 Monthly Payments Delinquent as of the Cut-Off
                 Date of Mortgage Loans in Mortgage Loan Group 2

                                                                  Percentage of
                                                                  Mortgage
                                                                  Loan Group
                                                     Aggregate    by Aggregate
                                      Number of      Scheduled    Scheduled
                                      Mortgage       Principal    Principal 
                                      Loans          Balance      Balance
                                      As of          As of        As of
Monthly Payments Delinquent           Cut-Off Date   Cut-Off Date Cut-Off Date
- ---------------------------           ------------   ------------  ------------
None (0-29 days past due) ............    504       $287,837,916      99.43%
One Payment (30-59 days past due) ....     12          1,652,547       0.57
                                          ---       ------------     ------ 
    Total ............................    516       $289,490,463     100.00%
                                          ===       ============     ====== 

 
<TABLE>
<CAPTION>

     Delinquency History for the Past Twelve Months as of the Cut-Off Date
                   of Mortgage Loans in Mortgage Loan Group 2


                                                                                                               Percentage of
                                                                                                               Mortgage
                                                                                                               Loan Group
                                                                                                               by
                                                                                          Aggregate            Aggregate
                                                                        Number of         Scheduled            Scheduled
                                                                        Mortgage Loans    Principal Balance    Principal Balance
                                                                        As of             As of                As of
Delinquency History*                                                    Cut-Off Date      Cut-Off Date         Cut-Off Date
- --------------------                                                    ------------      ------------         ------------
<S>                                                                        <C>           <C>                   <C>
No 30 Day or Greater Delinquency in last 12 months .................       427           $238,345,004           82.33%
One Payment Delinquent (30-59 days) in last 12 months
      1 time 30-day delinquent in last 12 months ...................        43             30,806,678           10.64
      2 times 30-day delinquent in last 12 months ..................        11              4,464,023            1.54
      More than 2 times 30-day delinquent in last 12 months ........        11              6,797,307            2.35
Two Payments Delinquent (60-89 days) in last 12 months**
     1 time 60-day delinquent in last 12 months ....................        16              6,499,344            2.25
     Three or more Payments Delinquent (90 Days+)in last 12 months**
     1 time 90-day delinquent in last 12 months ....................         5              1,336,477            0.46
     2 times 90-day delinquent in last 12 months ...................         1                138,902            0.05
     More than 2 times 90-day delinquent in last 12 months .........         2              1,102,728            0.38
                                                                           ---           ------------          ------ 
             Total .................................................       516           $289,490,463          100.00%
                                                                           ===           ============          ====== 
<FN>

- ----------
 * Substantially  all of the Mortgage Loans contain a delinquency  history of at
   least twelve months. For Mortgage Loans with a delinquency  history less than
   twelve  months,  it was  assumed  that  the  only  delinquencies  were  those
   occurring in the period for which  information  was available.  Delinquencies
   for Mortgage Loans for any period prior to their modifications  generally are
   not  reflected in the table.  Approximately  0.68% of the  Mortgage  Loans in
   Mortgage Loan Group 2, based on the Aggregate  Scheduled Principal Balance as
   of the Cut-Off Date,  did not have twelve months of  delinquency  history and
   were not modified.
** Approximately 0.00% and 9.60% of the Mortgage Loans included in Two and Three
   Payments Delinquent, respectively, have been modified since the delinquency.
</FN>
</TABLE>


               Margins of Mortgage Loans in Mortgage Loan Group 2

                                                               Percentage of
                                                               Mortgage
                                                               Loan Group
                            Number of       Aggregate          by Aggregate
                            Mortgage        Scheduled          Scheduled
                            Loans           Principal Balance  Principal Balance
                            As of           As of              As of
Margins                     Cut-Off Date    Cut-Off Date       Cut-Off Date
- -------                     ------------    ------------       ------------
Fixed Rate Mortgage Loans     270           $146,811,631           50.71%
No Stated Margin ...........    1                152,288            0.05
0.01% to 0.99% .............    1                 46,402            0.02
1.00% to 1.99% .............    2              1,031,109            0.36
2.00% to 2.99% .............  218            133,893,531           46.25
3.00% to 3.99% .............   24              7,555,502            2.61
                              ---           ------------          ------ 
   Total ...................  516           $289,490,463          100.00%
                              ===           ============          ====== 

                        Weighted Average Margin is 2.73%*
[FN]
- ----------
* Excludes Fixed Rate Mortgage Loans.
[/FN]

            Maximum Rates of Mortgage Loans in Mortgage Loan Group 2

                                                               Percentage of
                                                               Mortgage
                                                               Loan Group
                            Number of       Aggregate          by Aggregate
                            Mortgage        Scheduled          Scheduled
                            Loans           Principal Balance  Principal Balance
                            As of           As of              As of
Maximum Rates               Cut-Off Date    Cut-Off Date       Cut-Off Date
- -------------               ------------    ------------       ------------
Fixed Rate Mortgage Loans ... 270           $146,811,631           50.71%
No Maximum Rate .............   2              4,677,500            1.62
12.00% to 12.99% ............   1                172,760            0.06
14.00% to 14.99% ............ 228            133,718,434           46.19
15.00% to 15.99% ............   7              1,955,697            0.68
16.00% to 16.99% ............   2                475,542            0.16
18.00% to 18.99% ............   5              1,573,281            0.54
19.00% to 19.99% ............   1                105,618            0.04
                              ---           ------------           ------ 
    Total ................... 516           $289,490,463          100.00%
                              ===           ============          ====== 

                    Weighted Average Maximum Rate is 14.45%*
[FN]
- ----------
* Excludes ARMs with no Maximum Rate and Fixed Rate Mortgage Loans.
[/FN]

         Floor Interest Rates of Mortgage Loans in Mortgage Loan Group 2

                                                               Percentage of
                                                               Mortgage
                                                               Loan Group
                            Number of       Aggregate          by Aggregate
                            Mortgage        Scheduled          Scheduled
                            Loans           Principal Balance  Principal Balance
                            As of           As of              As of
Floor Interest Rates        Cut-Off Date    Cut-Off Date       Cut-Off Date
- --------------------        ------------    ------------       ------------
Fixed Rate Mortgage Loans     270         $146,811,632             50.71%
 8.00% to  8.99% ........     108           68,473,904             23.65
 9.00% to  9.99% ........     135           73,531,602             25.40
10.00% to 10.99% ........       2              626,923              0.22
11.00% to 11.99% ........       1               46,402              0.02
                              ---         ------------            ------ 
   Total ................     516         $289,490,463            100.00%
                              ===         ============            ====== 

                 Weighted Average Floor Interest Rate is 8.88%*

[FN]
- ----------
* Excludes Fixed Rate Mortgage Loans.
[/FN]

                          Periodic Rate Adjustment Caps
                   of Mortgage Loans in Mortgage Loan Group 2

                                                               Percentage of
                                                               Mortgage
                                                               Loan Group
                            Number of       Aggregate          by Aggregate
                            Mortgage        Scheduled          Scheduled
                            Loans           Principal Balance  Principal Balance
Periodic Rate               As of           As of              As of
Adjustment Caps             Cut-Off Date    Cut-Off Date       Cut-Off Date
- ---------------             ------------    ------------       ------------
Fixed Rate Mortgage Loans     270        $146,811,631             50.71%
No Periodic Adjustment Cap    240         141,087,599             48.74
Less than 1.00% ..........      1             152,288              0.05
1.00% to 1.99% ...........      4           1,321,891              0.46
2.00% to 2.99% ...........      1             117,054              0.04
                              ---        ------------            ------ 
    Total ................    516        $289,490,463            100.00%
                              ===        ============            ====== 


                          Interest Adjustment Frequency
                   of Mortgage Loans in Mortgage Loan Group 2

                                                               Percentage of
                                                               Mortgage
                                                               Loan Group
                            Number of       Aggregate          by Aggregate
                            Mortgage        Scheduled          Scheduled
                            Loans           Principal Balance  Principal Balance
Interest                    As of           As of              As of
Adjustment Frequency        Cut-Off Date    Cut-Off Date       Cut-Off Date
- --------------------        ------------    ------------       ------------
Fixed Rate Mortgage Loans     270          $146,811,631         50.71%
Monthly .................     234           139,361,786         48.15
Semi-Annually ...........       6             1,948,814          0.67
Annually ................       4               443,512          0.15
Three Years .............       1               172,760          0.06
Adjusts with Index ......       1               751,960          0.26
                              ---          ------------        ------ 
   Total ................     516          $289,490,463        100.00%
                              ===          ============        ====== 


                          Payment Adjustment Frequency
                   of Mortgage Loans in Mortgage Loan Group 2

                                                               Percentage of
                                                               Mortgage
                                                               Loan Group
                            Number of       Aggregate          by Aggregate
                            Mortgage        Scheduled          Scheduled
                            Loans           Principal Balance  Principal Balance
Payment                     As of           As of              As of
Adjustment Frequency        Cut-Off Date    Cut-Off Date       Cut-Off Date
- --------------------        ------------    ------------       ------------
Fixed Rate Mortgage Loans     270          $146,811,632         50.71%
Semi-Annually ...........       5             1,601,039          0.55
Annually ................     239           140,153,072         48.42
Three Years .............       1               172,760          0.06
Adjusts with Index ......       1               751,960          0.26
                              ---          ------------        ------ 
    Total ...............     516          $289,490,463        100.00%
                              ===          ============        ====== 

<TABLE>
<CAPTION>

                                     Indexes
                   of Mortgage Loans in Mortgage Loan Group 2

                                                                                       Percentage of
                                                                                       Mortgage
                                                                                       Loan Group
                                                                                       by
                                               Number            Aggregate             Aggregate
                                               of                Scheduled             Scheduled
                                               Mortgage Loans    Principal Balance     Principal Balance
                                               As of             As of                 As of
Indexes                                        Cut-Off Date      Cut-Off Date          Cut-Off Date
- -------                                        --------------    -----------------     -----------------
<S>                                                 <C>          <C>                    <C>
Fixed Rate Mortgage Loans ......................    270          $146,811,632            50.71%
COFI 11th District Weighted Average ............     32            12,496,948             4.32
LIBOR 1 Month ..................................    207           128,534,503            44.39
National Average of Lenders -- FHLB
(Previously Occupied Homes) ....................      1                46,402             0.02
PRIME Frost National Bank ......................      1               117,054             0.04
PRIME As Stated In Wall Street Journal .........      1               751,960             0.26
PRIME Citibank .................................      1               279,148             0.10
Treasury -- 1 Year Weekly Average ..............      2               280,056             0.10
Treasury -- 3 Year Weekly Average ..............      1               172,760             0.06
                                                    ---          ------------           ------ 
    Total ......................................    516          $289,490,463           100.00%
                                                    ===          ============           ====== 
</TABLE>


                        Loans with Potential for Negative
                      Amortization in Mortgage Loan Group 2

                                                             Percentage of
                                                             Mortgage
                                                             Loan Group
                                            Aggregate        by Aggregate
                            Number of       Scheduled        Scheduled
                            Mortgage        Principal        Principal 
                            Loans           Balance          Balance
                            As of           As of            As of
Negative Amortization       Cut-Off Date    Cut-Off Date     Cut-Off Date
- ---------------------       ------------    ------------     ------------
Negative Amortization ......    235        $139,709,560          48.26%
No Negative Amortization ...    281         149,780,903          51.74
                                ---        ------------         ------ 
     Total .................    516        $289,490,463         100.00%
                                ===        ============         ====== 

<TABLE>
<CAPTION>

    Loans-to-Facilitate and Modified Mortgage Loans in Mortgage Loan Group 2

                                                                                         Percentage of
                                                                                         Mortgage
                                                                                         Loan Group
                                                                    Aggregate            by Aggregate
                                                   Number of        Scheduled            Scheduled
                                                   Mortgage Loans   Principal Balance    Principal Balance
                                                   As of            As of                As of
Loans-to-Facilitate and Modified Mortgage Loans    Cut-Off Date     Cut-Off Date         Cut-Off Date
- -----------------------------------------------    ------------     ------------         ------------
<S>                                                   <C>          <C>                    <C>
Loans-to-Facilitate (Seller - Originated
  Loans)(1) ...............................            37          $ 38,473,162            13.29
Loans-to-Facilitate (Non-RTC)(2) ..........            15            16,636,384             5.75
Affordable Housing Disposition Program
  (Seller - Originated Loans)(3) ..........            77            73,627,692            25.43
Affordable Housing Disposition Program
  (Non-RTC)(4) ............................             1             1,398,635             0.48
Modified Mortgage Loans(5) ................            12             5,541,457             1.91
Not Applicable ............................           374           153,813,133            53.14
                                                      ---          ------------           ------ 
      Total ...............................           516          $289,490,463           100.00%
                                                      ===          ============           ====== 

<FN>

- ----------
(1) Loans originated by an RTC institution to facilitate the sale of REO.
(2) Loans originated by a non-RTC institution to facilitate the sale of REO.
(3) Loans originated by an RTC institution to facilitate the sale of multifamily
    REO under the Affordable Housing Disposition Program Guidelines.
(4) Loans  originated  by a  non-RTC  institution  to  facilitate  the  sale  of
    multifamily REO under the Affordable Housing Disposition Program Guidelines.
(5) Loans which the Seller  believes have  substantially  modified  terms due to
    default,  reasonable likelihood of default,  workout or other credit related
    reasons.
</FN>
</TABLE>

                                                                       Exhibit C

                              Mortgage Loan Group 3
<TABLE>
<CAPTION>

                   Distribution of Original Principal Balances
                   of Mortgage Loans in Mortgage Loan Group 3

                                                                                Percentage of
                                                                                Mortgage
                                                                                Loan Group
                                        Number of         Aggregate             by Aggregate
                                        Mortgage          Scheduled             Scheduled
                                        Loans             Principal Balance     Principal Balance
                                        As of             As of                 As of
Original Principal Balances             Cut-Off Date      Cut-Off Date          Cut-Off Date
- ---------------------------             ------------      ------------          ------------
<S>                                         <C>          <C>                    <C>
$    50,000 or less .................        28          $    785,902             0.30%
$    50,001 to $  100,000 ...........        91             5,627,091             2.12
$   100,001 to $  200,000 ...........       157            19,010,693             7.15
$   200,001 to $  400,000 ...........       134            32,126,715            12.08
$   400,001 to $  600,000 ...........        73            32,836,555            12.35
$   600,001 to $  800,000 ...........        21            13,154,512             4.95
$   800,001 to $ 1,000,000 ..........        31            24,748,228             9.31
$ 1,000,001 to $ 2,000,000 ..........        44            52,712,300            19.83
$ 2,000,001 to $ 3,000,000 ..........         7            14,948,999             5.62
$ 3,000,001 to $ 4,000,000 ..........         2             4,034,091             1.52
$ 4,000,001 to $ 5,000,000 ..........         5            21,062,790             7.92
$ 5,000,001 to $10,000,000 ..........         6            34,167,498            12.85
$10,000,001 or more .................         1            10,643,101             4.00
                                            ---          ------------           ------ 
           Total ....................       600          $265,858,475           100.00%
                                            ===          ============           ====== 

                 Average Original Principal Balance is $516,095
</TABLE>


<TABLE>
<CAPTION>
 
      Distribution of Scheduled Principal Balances as of the Cut-Off Date
                   of Mortgage Loans in Mortgage Loan Group 3

                                                                                Percentage of
                                                                                Mortgage
                                                                                Loan Group
                                        Number of         Aggregate             by Aggregate
                                        Mortgage          Scheduled             Scheduled
                                        Loans             Principal Balance     Principal Balance
Scheduled Principal Balances            As of             As of                 As of
As of Cut-Off Date                      Cut-Off Date      Cut-Off Date          Cut-Off Date
- ------------------                      ------------      ------------          ------------
<S>                                          <C>         <C>                    <C>

$   50,000 or less ..................         65         $  2,238,850             0.84%
$   50,001 to $    100,000 ..........        110            8,624,485             3.24
$  100,001 to $    200,000 ..........        130           18,563,490             6.98
$  200,001 to $    400,000 ..........        121           32,692,983            12.30
$  400,001 to $    600,000 ..........         69           33,870,254            12.74
$  600,001 to $    800,000 ..........         24           16,709,466             6.29
$  800,001 to $  1,000,000 ..........         29           25,516,757             9.60
$ 1,000,001 to $ 2,000,000 ..........         35           46,675,165            17.56
$ 2,000,001 to $ 3,000,000 ..........          5           12,705,242             4.78
$ 3,000,001 to $ 4,000,000 ..........          2            7,019,225             2.64
$ 4,000,001 to $ 5,000,000 ..........          5           22,178,307             8.34
$ 5,000,001 to $10,000,000 ..........          4           28,421,150            10.69
$10,000,001 or more .................          1           10,643,101             4.00
                                             ---         ------------           ------ 
       Total ........................        600         $265,858,475           100.00%
                                             ===         ============           ====== 

     Average Scheduled Principal Balance as of the Cut-Off Date is $443,097
</TABLE>


<TABLE>
<CAPTION>

                        Original Terms to Stated Maturity
                   of Mortgage Loans in Mortgage Loan Group 3*

                                                                                Percentage of
                                                                                Mortgage
                                                                                Loan Group
                                        Number of         Aggregate             by Aggregate
                                        Mortgage          Scheduled             Scheduled
                                        Loans             Principal Balance     Principal Balance
Original Number of Years                As of             As of                 As of
to Stated Maturity                      Cut-Off Date      Cut-Off Date          Cut-Off Date
- ------------------                      ------------      ------------          ------------
<S>                                          <C>         <C>                    <C>
 5 years or less ....................         49         $ 31,339,702            11.79%
 5+ to  7 years .....................         33            6,927,252             2.61
 7+ to 10 years .....................        108           72,353,394            27.22
10+ to 15 years .....................         98           39,419,454            14.83
15+ to 20 years .....................         43           11,579,356             4.36
20+ to 30 years .....................        268          103,720,191            38.99
30 years or more ....................          1              519,126             0.20
                                             ---         ------------           ------ 
    Total ...........................        600         $265,858,475           100.00%
                                             ===         ============           ====== 

         Weighted Average Original Term to Stated Maturity is 17.1 years
<FN>

- ----------
* Without giving effect to any modification or extension of maturity date.
</FN>
</TABLE>


<TABLE>
<CAPTION>

                      Remaining Terms to Stated Maturity of
                 Balloon Mortgage Loans in Mortgage Loan Group 3

                                                                                Percentage of
                                                                                Balloon Mortgage
                                                                                Loans in Mortgage
                                                                                Loan Group
                                        Number of         Aggregate             by Aggregate
                                        Mortgage          Scheduled             Scheduled
                                        Loans             Principal Balance     Principal Balance
Years Remaining                         As of             As of                 As of
As of Cut-Off Date                      Cut-Off Date      Cut-Off Date          Cut-Off Date
- ------------------                      ------------      ------------          ------------
<S>                                        <C>           <C>                    <C>
 1 year or less .....................       42           $ 17,043,896            11.46%
 1+ to  2 years .....................       25             14,103,190             9.48
 2+ to  3 years .....................       19             18,283,030            12.30
 3+ to  4 years .....................       20             21,281,815            14.31
 4+ to  5 years* ....................       38             21,704,348            14.60
 5+ to 10 years .....................       69             44,242,341            29.75
10+ to 15 years .....................        6              4,415,534             2.97
15+ to 20 years .....................        4              1,926,668             1.30
20+ to 30 years .....................        1              5,690,135             3.83
                                           ---           ------------           ------ 
   Total ............................      224           $148,690,957           100.00%
                                           ===           ============           ====== 


         Weighted Average Remaining Term to Stated Maturity is 5.2 years
<FN>

- ----------
* Includes Matured Performing interest only Balloon Mortgage Loans.
</FN>
</TABLE>


<TABLE>
<CAPTION>

                      Remaining Terms to Stated Maturity of
            Fully Amortizing Mortgage Loans in Mortgage Loan Group 3

                                                                                Percentage of
                                                                                Fully Amortizing
                                                                                Mortgage Loans in
                                                                                Mortgage Loan Group
                                        Number of         Aggregate             by Aggregate
                                        Mortgage          Scheduled             Scheduled
                                        Loans             Principal Balance     Principal Balance
Years Remaining                         As of             As of                 As of
As of Cut-Off Date*                     Cut-Off Date      Cut-Off Date          Cut-Off Date
- -------------------                     ------------      ------------          ------------
<S>                                        <C>           <C>                    <C>
 5 years or less ....................       18           $    910,794             0.78%
 5+ to 10 years .....................       47              8,636,053             7.37
10+ to 15 years .....................       46              4,911,093             4.19
15+ to 20 years .....................      152             40,500,142            34.57
20+ to 30 years .....................      113             62,209,436            53.09
                                           ---           ------------           ------ 
     Total ..........................      376           $117,167,518           100.00%
                                           ===           ============           ====== 

        Weighted Average Remaining Term to Stated Maturity is 19.8 years
<FN>

- ----------
* Includes  Fully  Amortizing  Matured  Performing  Mortgage  Loans and  Balloon
  Mortgage  Loans  secured  by  Mortgaged  Properties  in  Los  Angeles  County,
  California that will be extended to be fully amortizing.
</FN>
</TABLE>


<TABLE>
<CAPTION>

                           Seasoning of Mortgage Loans
                            in Mortgage Loan Group 3

                                                                                Percentage of
                                                                                Mortgage Loan Group
                                        Number of         Aggregate             by Aggregate
                                        Mortgage          Scheduled             Scheduled
                                        Loans             Principal Balance     Principal Balance
Number of Years                         As of             As of                 As of
As of Cut-Off Date                      Cut-Off Date      Cut-Off Date          Cut-Off Date
- ------------------                      ------------      ------------          ------------
<S>                                        <C>           <C>                    <C>
1 year or less ......................        1           $  4,082,905             1.54%
1+ to  2 years ......................        5              2,224,582             0.84
2+ to  3 years ......................        6              2,453,005             0.92
3+ to  4 years ......................       25              5,836,999             2.20
4+ to  5 years ......................       66             27,673,449            10.41
5+ to  6 years ......................       89             51,133,644            19.23
6+ to  7 years ......................       93             72,216,075            27.15
7+ to  8 years ......................       73             37,880,075            14.25
8+ to  9 years ......................       74             26,154,585             9.84
9+ to 10 years ......................       55              8,737,432             3.29
Over 10 years .......................      113             27,465,724            10.33
                                           ---           ------------           ------ 
   Total ............................      600           $265,858,475           100.00%
                                           ===           ============           ====== 

                    Weighted Average Seasoning is 6.79 years
</TABLE>


<TABLE>
<CAPTION>

                   Mortgage Interest Rates as of Cut-Off Date
                   of Mortgage Loans in Mortgage Loan Group 3

                                                                                Percentage of
                                                                                Mortgage Loan Group
                                        Number of         Aggregate             by Aggregate
                                        Mortgage          Scheduled             Scheduled
                                        Loans             Principal Balance     Principal Balance
                                        As of             As of                 As of
Mortgage Interest Rates                 Cut-Off Date      Cut-Off Date          Cut-Off Date
- -----------------------                 ------------      ------------          ------------
<S>                                        <C>           <C>                    <C>
 4.00% to  4.99% ....................        5           $  5,388,858             2.03%
 5.00% to  5.99% ....................       28             12,770,435             4.80
 6.00% to  6.99% ....................      156             91,960,118            34.60
 7.00% to  7.99% ....................      171             64,452,193            24.24
 8.00% to  8.99% ....................      148             54,923,239            20.66
 9.00% to  9.99% ....................       66             21,828,065             8.21
10.00% to 10.99% ....................       14             11,867,925             4.46
11.00% to 11.99% ....................       11              2,635,600             0.99
12.00% to 12.99% ....................        1                 32,042             0.01
                                           ---           ------------           ------ 
    Total ...........................      600           $265,858,475           100.00%
                                           ===           ============           ====== 

                Weighted Average Mortgage Interest Rate is 7.46%
</TABLE>


                       Loan-to-Value Ratios at Origination
                   of Mortgage Loans in Mortgage Loan Group 3
<TABLE>
<CAPTION>

                                                                                Percentage of
                                                                                Mortgage Loan Group
                                        Number of         Aggregate             by Aggregate
                                        Mortgage          Scheduled             Scheduled
                                        Loans             Principal Balance     Principal Balance
                                        As of             As of                 As of
Loan-to-Value Ratios at Origination*    Cut-Off Date      Cut-Off Date          Cut-Off Date
- ------------------------------------    ------------      ------------          ------------
<S>                                        <C>           <C>                    <C>
 50.00% or less .....................       71           $ 24,410,086             9.18%
 50.01% to  60.00% ..................       65             15,858,290             5.96
 60.01% to  70.00% ..................      133             68,903,979            25.92
 70.01% to  80.00% ..................      207            104,480,535            39.31
 80.01% to  90.00% ..................       37             24,679,082             9.28
 90.01% to 100.00% ..................       27              7,443,642             2.80
100.01% or more .....................       12              5,005,329             1.88
Unknown .............................       48             15,077,532             5.67
                                           ---           ------------           ------ 
   Total ............................      600           $265,858,475           100.00%
                                           ===           ============           ====== 

         Weighted Average Loan-to-Value Ratio at Origination is 71.06%**
<FN>

- ----------
 * In certain cases,  information as to the value of the Mortgaged  Property was
   not available in the files for the  applicable  Mortgage Loan. In such cases,
   efforts were made to collect such information from other sources.
** Excludes Mortgage Loans with unknown Loan-To-Value Ratios.
</FN>
</TABLE>


<TABLE>
<CAPTION>

   LIBOR -- 1 Month Range of Ratios of Current Loan Balance-to-Original Value
                   as of Cut-Off Date in Mortgage Loan Group 3

                                                                                Percentage of
                                                                                Mortgage Loan Group
                                        Number of         Aggregate             by Aggregate
                                        Mortgage          Scheduled             Scheduled
                                        Loans             Principal Balance     Principal Balance
Ratios of Current Loan                  As of             As of                 As of
Balance-to-Original Value*              Cut-Off Date      Cut-Off Date          Cut-Off Date
- --------------------------              ------------      ------------          ------------
<S>                                        <C>           <C>                    <C>
 50.00% or less .....................      164           $ 46,260,082            17.40%
 50.01% to  60.00% ..................      115             39,913,856            15.01
 60.01% to  70.00% ..................      139             68,504,150            25.77
 70.01% to  80.00% ..................       95             67,765,917            25.49
 80.01% to  90.00% ..................       26             18,353,625             6.90
 90.01% to 100.00% ..................        5              2,889,358             1.09
100.01% or more .....................        8              7,093,955             2.67
Unknown .............................       48             15,077,532             5.67
                                           ---           ------------           ------ 
    Total ...........................      600           $265,858,475           100.00%
                                           ===           ============           ====== 

             Weighted Average Current Loan Balance-to-Original Value
                                Ratio is 64.53%**
<FN>

- ----------
 * In certain cases,  information as to the value of the Mortgaged  Property was
   not available in the files for the  applicable  Mortgage Loan. In such cases,
   efforts were made to collect such information from other sources.
** Excludes Mortgage Loans with unknown Current Loan  Balance-to-Original  Value
   Ratios.
</FN>
</TABLE>


<TABLE>
<CAPTION>

                        Lien Positions of Mortgage Loans
                            in Mortgage Loan Group 3

                                                                                Percentage of
                                                                                Mortgage Loan Group
                                        Number of         Aggregate             by Aggregate
                                        Mortgage          Scheduled             Scheduled
                                        Loans             Principal Balance     Principal Balance
                                        As of             As of                 As of
Lien Position*                          Cut-Off Date      Cut-Off Date          Cut-Off Date
- --------------                          ------------      ------------          ------------
<S>                                        <C>           <C>                    <C>
First lien** ........................      530           $244,601,141            92.01%
Second lien .........................       66             19,916,944             7.49
Third lien ..........................        3              1,227,892             0.46
Not Available .......................        1                112,497             0.04
                                           ---           ------------           ------ 
      Total .........................      600           $265,858,475           100.00%
                                           ===           ============           ====== 
<FN>

- ------------
 * In certain cases, a title  insurance  policy or attorney's  title opinion was
   not contained in the  applicable  Mortgage Loan file. In such cases,  efforts
   were made to determine  the lien  position of such  Mortgage  Loan from other
   sources in the Mortgage Loan file or elsewhere.
** Includes  second and third liens with  respect to which all senior  liens are
   included in the Mortgage Pool.
</FN>
</TABLE>


<TABLE>
<CAPTION>

                                  Property Type
                of Mortgaged Properties in Mortgage Loan Group 3


                                                                                Percentage of
                                                                                Mortgage Loan Group
                                        Number of         Aggregate             by Aggregate
                                        Mortgage          Scheduled             Scheduled
                                        Loans             Principal Balance     Principal Balance
                                        As of             As of                 As of
Type of Mortgaged Properties            Cut-Off Date      Cut-Off Date          Cut-Off Date
- ----------------------------            ------------      ------------          ------------
<S>                                        <C>           <C>                    <C>
Industrial/Warehouse ................       77           $ 31,246,241            11.75%
Lodging .............................        7             15,517,295             5.84
Mini Warehouse ......................        5              4,935,843             1.86
Mixed Use Building ..................       57             28,890,442            10.87
Mobile Home Park ....................        5                939,082             0.35
Multifamily (5-36 Units) ............       31              6,299,441             2.37
Multifamily (37-200 Units) ..........       10             19,526,845             7.34
Multifamily (Over 200 Units) ........        2              9,730,546             3.66
Multifamily -- Other ................        8                419,121             0.16
Hospital/Nursing Home ...............        6              2,393,525             0.90
School/Religious Building ...........       30              9,957,120             3.75
Office ..............................      188             51,925,157            19.53
Retail ..............................      106             66,596,591            25.04
Land ................................        1                 42,694             0.02
Other Commercial ....................       62             15,799,562             5.94
Not Available .......................        5              1,638,970             0.62
                                           ---           ------------           ------ 
    Total ...........................      600           $265,858,475           100.00%
                                           ===           ============           ====== 
</TABLE>


<TABLE>
<CAPTION>
                             Geographic Distribution
                of Mortgaged Properties in Mortgage Loan Group 3

                                                                                Percentage of
                                                                                Mortgage Loan Group
                                        Number of         Aggregate             by Aggregate
                                        Mortgage          Scheduled             Scheduled
                                        Loans             Principal Balance     Principal Balance
                                        As of             As of                 As of
Location                                Cut-Off Date      Cut-Off Date          Cut-Off Date
- --------                                ------------      ------------          ------------
<S>                                        <C>           <C>                    <C>
Alabama .............................        1           $     84,397             0.03%
California ..........................      249            135,110,708            50.83
Colorado ............................       15              4,492,490             1.69
Connecticut .........................        4                639,949             0.24
Delaware ............................        2              5,622,905             2.11
District of Columbia ................        1                139,342             0.05
Florida .............................       26             19,315,575             7.27
Georgia .............................        6                429,669             0.16
Illinois ............................        1                 69,773             0.03
Indiana .............................        2              1,700,364             0.64
Kansas ..............................        2                215,046             0.08
Louisiana ...........................       10              1,223,664             0.46
Maryland ............................        2              1,394,764             0.52
Massachusetts .......................        1                 38,860             0.01
Mississippi .........................        1                248,958             0.09
New Jersey ..........................        6             12,979,994             4.88
New Mexico ..........................        2                940,265             0.35
New York ............................       36              5,803,245             2.18
North Carolina ......................        3              5,822,634             2.19
Ohio ................................       14              1,617,178             0.61
Oklahoma ............................        5              2,152,293             0.81
Pennsylvania ........................        7                847,441             0.32
Rhode Island ........................        2                199,998             0.08
Tennessee ...........................        4              1,521,995             0.57
Texas ...............................       37              5,360,497             2.02
Utah ................................        1              4,899,660             1.84
Virginia ............................      158             52,122,330            19.61
Washington ..........................        2                864,481             0.33
                                           ---           ------------           ------ 
     Total ..........................      600           $265,858,475           100.00%
                                           ===           ============           ====== 
</TABLE>

<TABLE>
<CAPTION>

                        County Concentrations (Over 10%)
                   of Mortgage Loans in Mortgage Loan Group 3

                                                                                Percentage of
                                                                                Mortgage Loan Group
                                        Number of         Aggregate             by Aggregate
                                        Mortgage          Scheduled             Scheduled
                                        Loans             Principal Balance     Principal Balance
                                        As of             As of                 As of
County Concentration*                   Cut-Off Date      Cut-Off Date          Cut-Off Date
- ---------------------                   ------------      ------------          ------------
<S>                                        <C>           <C>                    <C>
Los Angeles County
     90006 Los Angeles ..............        2           $  3,990,173             1.50%
     90706 Bellflower ...............        1              6,418,974             2.41
     91355 Valencia .................        1              4,275,526             1.61
     Other Zip Codes ................      131             53,346,683            20.07
                                           ---             ----------            -----
Total Los Angeles County ............      135           $ 68,031,356            25.59%
All Other Counties ..................      465            197,827,119            74.41
                                           ---           ------------           ------ 
          Total .....................      600           $265,858,475           100.00%
                                           ===           ============           ====== 
<FN>

- ----------
* Zip Code  concentrations  are indicated  above only if the percentage  exceeds
  1.5% in the counties noted. 
</FN>
</TABLE>


<TABLE>
<CAPTION>

                   Monthly Payments Delinquent as of the Cut-Off Date
                   of Mortgage Loans in Mortgage Loan Group 3

                                                                                Percentage of
                                                                                Mortgage Loan Group
                                        Number of         Aggregate             by Aggregate
                                        Mortgage          Scheduled             Scheduled
                                        Loans             Principal Balance     Principal Balance
                                        As of             As of                 As of
Monthly Payments Delinquent             Cut-Off Date      Cut-Off Date          Cut-Off Date
- ---------------------------             ------------      ------------          ------------
<S>                                        <C>           <C>                    <C>
None (0-29 days past due) ...........      575           $239,150,525            89.95%
One Payment (30-59 days past due) ...       25             26,707,950            10.05
                                           ---           ------------           ----- 
          Total .....................      600           $265,858,475           100.00%
                                           ===           ============           ===== 
</TABLE>


<TABLE>
<CAPTION>

      Delinquency History for the Past Twelve Months As of the Cut-Off Date
                   of Mortgage Loans in Mortgage Loan Group 3
                                                                                                      Percentage of
                                                                                                      Mortgage
                                                                                                      Loan Group
                                                                                    Aggregate         by Aggregate
                                                                     Number of      Scheduled         Scheduled
                                                                     Mortgage       Principal         Principal
                                                                     Loans          Balance           Balance
                                                                     As of          As of             As of
Delinquency History                                                  Cut-Off Date   Cut-Off Date      Cut-Off Date
- -------------------                                                  ------------   ------------      ------------
<S>                                                                     <C>         <C>              <C>
No 30 Day or Greater Delinquency in last 12 months ................     429         $176,929,022      66.55%
One Payment Delinquent (30-59 days) in last 12 months..............
  1 time 30-day delinquent in last 12 months ......................      83           48,533,868      18.26
  2 times 30-day delinquent in last 12 months .....................      22            6,968,626       2.62
  More than 2 times 30-day delinquent in last 12 months ...........      24           16,722,377       6.29
Two Payments Delinquent (60-89 days) in last 12 months**...........
  1 time 60-day delinquent in last 12 months ......................      19            7,297,237       2.74
  2 times 60-day delinquent in last 12 months .....................       3              400,869       0.15
  More than 2 times 60-day delinquent in last 12 months ...........       3              985,939       0.37
Three or more Payments Delinquent (90 Days+) in last 12 months**...
  1 time 90-day delinquent in last 12 months ......................       9            3,878,735       1.46
  2 times 90-day delinquent in last 12 months .....................       5            3,035,567       1.14
  More than 2 times 90-day delinquent in last 12 months ...........       3            1,106,235       0.42
                                                                        ---         ------------     ------ 
          Total ...................................................     600         $265,858,475     100.00%
                                                                        ===         ============     ====== 
<FN>

- ----------
*  Substantially  all of the Mortgage Loans contain a delinquency  history of at
   least twelve months. For Mortgage Loans with a delinquency  history less than
   twelve  months,  it was  assumed  that  the  only  delinquencies  were  those
   occurring in the period for which  information  was available.  Delinquencies
   for Mortgage Loans for any period prior to their modifications  generally are
   not  reflected in the table.  Approximately  8.73% of the  Mortgage  Loans in
   Mortgage Loan Group 3, based on the Aggregate  Scheduled Principal Balance as
   of the Cut-Off Date,  did not have twelve months of  delinquency  history and
   were not modified.
** Approximately  12.19% and 11.39% of the  Mortgage  Loans  included in Two and
   Three  Payments  Delinquent,  respectively,  have  been  modified  since  the
   delinquency.
</FN>
</TABLE>


<TABLE>
<CAPTION>

               Margins of Mortgage Loans in Mortgage Loan Group 3

                                                                                Percentage of
                                                                                Mortgage Loan Group
                                        Number of         Aggregate             by Aggregate
                                        Mortgage          Scheduled             Scheduled
                                        Loans             Principal Balance     Principal Balance
                                        As of             As of                 As of
Margins                                 Cut-Off Date      Cut-Off Date          Cut-Off Date
- -------                                 ------------      ------------          ------------
<S>                                        <C>           <C>                    <C>
No Stated Margin ....................        7           $  1,010,153             0.38%
Less than Zero ......................        1                 84,499             0.03
0.01% to 0.99% ......................       11              3,013,208             1.13
1.00% to 1.99% ......................       60             36,218,089            13.62
2.00% to 2.99% ......................      230            124,556,804            46.85
3.00% to 3.99% ......................      255             93,303,244            35.10
4.00 or more ........................       36              7,672,478             2.89
                                           ---           ------------           ------ 
          Total .....................      600           $265,858,475           100.00%
                                           ===           ============           ====== 

                        Weighted Average Margin is 2.57%
</TABLE>



<TABLE>
<CAPTION>
            Maximum Rates of Mortgage Loans in Mortgage Loan Group 3

                                                                                Percentage of
                                                                                Mortgage Loan Group
                                        Number of         Aggregate             by Aggregate
                                        Mortgage          Scheduled             Scheduled
                                        Loans             Principal Balance     Principal Balance
                                        As of             As of                 As of
Maximum Rates                           Cut-Off Date      Cut-Off Date          Cut-Off Date
- -------------                           ------------      ------------          ------------
<S>                                        <C>           <C>                    <C>
No Maximum Rate .....................      213           $ 90,628,504            34.10%
12.00% to 12.99% ....................       20              5,450,356             2.05
13.00% to 13.99% ....................       14             13,216,193             4.97
14.00% to 14.99% ....................       78             67,736,456            25.48
15.00% to 15.99% ....................       70             26,667,574            10.03
16.00% to 16.99% ....................       99             31,957,025            12.02
17.00% to 17.99% ....................       76             23,005,730             8.65
18.00% to 18.99% ....................       28              6,679,828             2.51
19.00% to 19.99% ....................        2                516,809             0.19
                                           ---           ------------           ------ 
     Total ..........................      600           $265,858,475           100.00%
                                           ===           ============           ====== 
                    Weighted Average Maximum Rate is 15.45%*
<FN>

- ----------
* Excludes ARMs with no Maximum Rate.
</FN>
</TABLE>


<TABLE>
<CAPTION>

         Floor Interest Rates of Mortgage Loans in Mortgage Loan Group 3

                                                                                Percentage of
                                                                                Mortgage Loan Group
                                        Number of         Aggregate             by Aggregate
                                        Mortgage          Scheduled             Scheduled
                                        Loans             Principal Balance     Principal Balance
                                        As of             As of                 As of
Floor Interest Rates                    Cut-Off Date      Cut-Off Date          Cut-Off Date
- --------------------                    ------------      ------------          ------------
<S>                                        <C>           <C>                    <C>
No Minimum Rate .....................      380           $134,884,950            50.73%
Less than 6.00% .....................       70             51,037,064            19.20
6.00% to 6.99% ......................       55             33,485,227            12.60
7.00% to 7.99% ......................       73             33,796,051            12.71
8.00% to 8.99% ......................       22             12,655,183             4.76
                                           ---           ------------           ------ 
      Total .........................      600           $265,858,475           100.00%
                                           ===           ============           ====== 

                 Weighted Average Floor Interest Rate is 6.39%*
<FN>

- ----------
* Excludes ARMs with no Floor Interest Rates.
</FN>
</TABLE>


<TABLE>
<CAPTION>

                          Periodic Rate Adjustment Caps
                   of Mortgage Loans in Mortgage Loan Group 3

                                                                                Percentage of
                                                                                Mortgage Loan Group
                                        Number of         Aggregate             by Aggregate
                                        Mortgage          Scheduled             Scheduled
                                        Loans             Principal Balance     Principal Balance
                                        As of             As of                 As of
Periodic Rate Adjustment Caps           Cut-Off Date      Cut-Off Date          Cut-Off Date
- -----------------------------           ------------      ------------          ------------
<S>                                        <C>           <C>                    <C>
No Periodic Adjustment Cap ..........      332           $183,405,402            68.99%
Less than 1.00% .....................        3              1,194,981             0.45
1.00% to 1.99% ......................       74             23,035,221             8.66
2.00% to 2.99% ......................      160             48,583,392            18.27
3.00% to 3.99% ......................        8              1,087,675             0.41
4.00% or more .......................       23              8,551,804             3.22
                                           ---           ------------           ------ 
          Total .....................      600           $265,858,475           100.00%
                                           ===           ============           ====== 
</TABLE>


<TABLE>
<CAPTION>

                          Interest Adjustment Frequency
                   of Mortgage Loans in Mortgage Loan Group 3

                                                                                Percentage of
                                                                                Mortgage Loan Group
                                        Number of         Aggregate             by Aggregate
                                        Mortgage          Scheduled             Scheduled
                                        Loans             Principal Balance     Principal Balance
                                        As of             As of                 As of
Interest Adjustment Frequency           Cut-Off Date      Cut-Off Date          Cut-Off Date
- -----------------------------           ------------      ------------          ------------
<S>                                        <C>           <C>                    <C>
Monthly .............................      125           $ 96,318,755            36.23%
Quarterly ...........................        8              1,928,283             0.73
Semi-Annually .......................      130             42,331,206            15.92
Annually ............................      186             64,820,583            24.38
Two Years ...........................        6              2,199,856             0.83
Thirty Months .......................        1                 97,475             0.04
Thirty-Five Months ..................        1                908,651             0.34
Three Years .........................       78             28,022,261            10.54
Five Years ..........................        8              9,439,161             3.55
Adjusts with Index ..................       57             19,792,244             7.44
                                           ---           ------------           ------ 
          Total .....................      600           $265,858,475           100.00%
                                           ===           ============           ====== 
</TABLE>


<TABLE>
<CAPTION>

                          Payment Adjustment Frequency
                   of Mortgage Loans in Mortgage Loan Group 3

                                                                                Percentage of
                                                                                Mortgage Loan Group
                                        Number of         Aggregate             by Aggregate
                                        Mortgage          Scheduled             Scheduled
                                        Loans             Principal Balance     Principal Balance
                                        As of             As of                 As of
Payment Adjustment Frequency            Cut-Off Date      Cut-Off Date          Cut-Off Date
- ----------------------------            ------------      ------------          ------------
<S>                                        <C>           <C>                    <C>
Monthly .............................        9           $  3,891,200             1.46%
Quarterly ...........................        1              1,498,015             0.56
Semi-Annually .......................      124             39,072,920            14.70
Annually ............................      308            164,475,435            61.86
Two Years ...........................        6              2,199,856             0.83
Thirty Months .......................        1                 97,475             0.04
Thirty-Five Months ..................        1                908,651             0.34
Three Years .........................       78             28,022,261            10.54
Five Years ..........................       15              9,759,598             3.67
Fixed Payment .......................       20              3,024,113             1.14
Adjusts with Index ..................       37             12,908,951             4.86
                                           ---           ------------           ------ 
          Total .....................      600           $265,858,475           100.00%
                                           ===           ============           ====== 
</TABLE>


<TABLE>
<CAPTION>

                                     Indexes
                   of Mortgage Loans in Mortgage Loan Group 3

                                                                                       Percentage of
                                                                                       Mortgage
                                                                                       Loan Group
                                                                                       by
                                               Number            Aggregate             Aggregate
                                               of                Scheduled             Scheduled
                                               Mortgage Loans    Principal Balance     Principal Balance
                                               As of             As of                 As of
Indexes                                        Cut-Off Date      Cut-Off Date          Cut-Off Date
- -------                                        --------------    -----------------     -----------------
<S>                                                 <C>          <C>                    <C>
Treasury -- 5 Year Bond Rate ...................      1          $    432,043             0.16%
COFI 9th District Dallas .......................      1                26,979             0.01
COFI 11th District Weighted Average ............    227           145,217,540            54.61
COFI 4th District Atlanta ......................      1                29,012             0.01
COFI 5th District Cincinnati 3 Year Borrowing ..      1               300,000             0.11
FHLB 3 Year Advance Rate Pittsburgh ............      1             1,452,398             0.55
FHLB 3 Year Fixed Advance Rate Dallas ..........      1               800,320             0.30
FHLB 5 Year Advance Rate Atlanta ...............      1             5,690,135             2.14
FHLB 5th District COFI .........................      1                80,959             0.03
FHLB Advance Rate ..............................     19             1,771,043             0.67
FHLB Contract ..................................      1                51,829             0.02
LIBOR 1 Year ...................................      4             2,141,813             0.81
National Average of Lenders -- FHLB (Previously
  Occupied Homes) ..............................     23             1,705,207             0.64
PRIME Bank of Boston ...........................      1                38,860             0.01
PRIME Mercantile Safe Deposit & Trust,
  Maryland .....................................      2             5,622,905             2.12
PRIME As Stated In Wall Street Journal .........     56            16,216,735             6.10
PRIME Bank One of Dallas .......................      1                20,753             0.01
PRIME Chase Manhattan Bank .....................      6             2,138,921             0.80
PRIME Chemical Bank of New York ................      1                69,609             0.03
PRIME Citibank .................................      7             2,749,723             1.03
Treasury -- 1 Year Monthly Average .............      5             2,781,004             1.05
Treasury -- 1 Year Weekly Average ..............    123            37,982,215            14.29
Treasury -- 1 Year Auction Yield ...............      1                86,796             0.03
Treasury -- 1 Year T-Bill 6 Month Average ......      8             2,245,542             0.84
Treasury -- 13 Week T-Bill .....................      1               144,855             0.05
Treasury -- 2 Year Constant Maturity ...........      3             1,669,593             0.63
Treasury -- 26 Week T-Bill Weekly Average ......      5               553,592             0.21
Treasury -- 3 Year Monthly Average .............      2             1,055,589             0.40
Treasury -- 3 Year Weekly Average ..............     67            21,504,854             8.09
Treasury -- 5 Year Weekly Average ..............      7             4,981,616             1.87
Treasury -- 6 Month Constant Maturity ..........      1                97,475             0.04
Treasury -- 6 Month Monthly Average ............      3               522,053             0.20
Treasury -- 91 Day T-Bill ......................      7               497,707             0.19
Weighted Average COFI for CA Members
  of SF FHLB ...................................     11             5,178,800             1.95
                                                    ---          ------------           ------ 
          Total ................................    600          $265,858,475           100.00%
                                                    ===          ============           ====== 
</TABLE>




                        Loans with Potential for Negative
                      Amortization in Mortgage Loan Group 3

                                                             Percentage of
                                                             Mortgage
                                                             Loan Group
                                            Aggregate        by Aggregate
                            Number of       Scheduled        Scheduled
                            Mortgage        Principal        Principal 
                            Loans           Balance          Balance
                            As of           As of            As of
Negative Amortization       Cut-Off Date    Cut-Off Date     Cut-Off Date
- ---------------------       ------------    ------------     ------------
Negative Amortization ......    147         $100,684,878       37.87%
No Negative Amortization ...    453          165,173,597       62.13
                                ---         ------------      ------ 

          Total ............    600         $265,858,475      100.00%
                                ===         ============      ====== 


    Loans-to-Facilitate and Modified Mortgage Loans in Mortgage Loan Group 3

                                                                 Percentage of
                                                                 Mortgage
                                                                 Loan Group
                                                   Aggregate     by Aggregate
                                   Number of       Scheduled     Scheduled
                                   Mortgage        Principal     Principal
                                   Loans           Balance       Balance
Loans-to-Facilitate and            As of           As of         As of
Modified Mortgage Loans            Cut-Off Date    Cut-Off Date  Cut-Off Date
- -----------------------            ------------    ------------  ------------
Loans-to-Facilitate 
          (Non-RTC)(1)...........         9        $  5,128,558      1.93%
Modified Mortgage Loans(2).......        40          36,984,436     13.91
Not Applicable...................       551         223,745,481     84.16
                                        ---        ------------    ------ 
           Total.................       600        $265,858,475    100.00%
                                        ===        ============    ====== 
[FN]
- ----------

(1)  Loans originated by a non-RTC institution to facilitate the sale of REO.

(2)  Loans which the Seller  believes have  substantially  modified terms due to
     default,  reasonable likelihood of default, workout or other credit related
     reasons.
[/FN]



                                                                      Exhibit D

                              Mortgage Loan Group 4
<TABLE>
<CAPTION>

                   Distribution of Original Principal Balances
                   of Mortgage Loans in Mortgage Loan Group 4

                                                                                Percentage of
                                                                                Mortgage
                                                                                Loan Group
                                        Number of         Aggregate             by Aggregate
                                        Mortgage          Scheduled             Scheduled
                                        Loans             Principal Balance     Principal Balance
                                        As of             As of                 As of
Original Principal Balances             Cut-Off Date      Cut-Off Date          Cut-Off Date
- ---------------------------             ------------      ------------          ------------
<S>                                        <C>           <C>                     <C>
$    50,000 or less .....................    42          $  1,127,244             0.31%
$    50,001 to $   100,000 ..............   101             5,152,021             1.41
$   100,001 to $   200,000 ..............   125            14,523,850             3.97
$   200,001 to $   400,000 ..............   159            36,273,242             9.92
$   400,001 to $   600,000 ..............    54            22,503,706             6.15
$   600,001 to $   800,000 ..............    37            21,865,633             5.98
$   800,001 to $ 1,000,000 ..............    27            23,618,680             6.46
$ 1,000,001 to $ 2,000,000 ..............    55            69,086,624            18.88
$ 2,000,001 to $ 3,000,000 ..............    22            50,404,827            13.78
$ 3,000,001 to $ 4,000,000 ..............    10            29,000,146             7.93
$ 4,000,001 to $ 5,000,000 ..............     4            16,848,965             4.61
$ 5,000,001 to $10,000,000 ..............     9            53,648,802            14.67
$10,000,001 or more .....................     2            21,671,605             5.93
                                           ----           -----------           ------ 
          Total .........................   647          $365,725,345           100.00%
                                           ====          ============           ====== 

                 Average Original Principal Balance is $651,882

</TABLE>


<TABLE>
<CAPTION>
       Distribution of Scheduled Principal Balances as of the Cut-Off Date
                   of Mortgage Loans in Mortgage Loan Group 4

                                                                                Percentage of
                                                                                Mortgage
                                                                                Loan Group
                                  Number of                 Aggregate           by Aggregate
                                  Mortgage                  Scheduled           Scheduled
                                  Loans                     Principal Balance   Principal Balance
Scheduled Principal Balances      As of                     As of               As of
As of Cut-Off Date                Cut-Off Date              Cut-Off Date        Cut-Off Date
- ----------------------------      ------------              ------------        ------------
<S>                                       <C>               <C>                   <C>
$    50,000 or less...........            113               $  3,613,740            0.99%  
$    50,001 to $   100,000....             95                  6,969,487            1.91  
$   100,001 to $   200,000....            120                 17,953,439            4.91  
$   200,001 to $   400,000....            118                 32,371,703            8.85  
$   400,001 to $   600,000....             52                 25,321,458            6.92  
$   600,001 to $   800,000....             28                 19,410,843            5.31  
$   800,001 to $ 1,000,000....             32                 29,505,943            8.07  
$ 1,000,001 to $ 2,000,000....             46                 63,755,707           17.42  
$ 2,000,001 to $ 3,000,000....             22                 52,586,741           14.38  
$ 3,000,001 to $ 4,000,000....              9                 31,384,718            8.58  
$ 4,000,001 to $ 5,000,000....              4                 17,639,803            4.82  
$ 5,000,001 to $10,000,000....              6                 43,540,158           11.91  
$10,000,001 or more...........              2                 21,671,605            5.93  
                                          ---               ------------          ------
            Total...............          647               $365,725,345          100.00%  
                                          ===               ============          ======
       
     Average Scheduled Principal Balance as of the Cut-Off Date is $565,263

</TABLE>


<TABLE>
<CAPTION>

                        Original Terms to Stated Maturity
                   of Mortgage Loans in Mortgage Loan Group 4*

                                                                                Percentage of
                                                                                Mortgage
                                                                                Loan Group
                                                         Aggregate              by Aggregate
                                    Number of            Scheduled              Scheduled
   Original Number                  Mortgage Loans       Principal Balance      Principal Balance
     of Years to                    As of                As of                  As of
   Stated Maturity                  Cut-Off Date         Cut-Off Date           Cut-Off Date
   ---------------                  ------------         ------------           ------------
<S>                                          <C>         <C>                    <C>
  5 years or less...............              138         $111,314,910            30.44%
  5+ to  7 years................              214          169,848,608            46.44
  7+ to 10 years................               62           31,196,380             8.53
 10+ to 15 years................               37           21,667,987             5.92
 15+ to 20 years................               45            6,581,606             1.80
 20+ to 30 years................              150           25,091,078             6.86
 30 years or more...............                1               24,776             0.01
                                              ---         ------------          -------
            Total................             647         $365,725,345           100.00%
                                              ===         ============          =======

         Weighted Average Original Term to Stated Maturity is 8.1 years
<FN>

- ----------

* Without giving effect to any modification or extension of maturity date.
</FN>
</TABLE>

 
<TABLE>
<CAPTION>

                      Remaining Terms to Stated Maturity of
                 Balloon Mortgage Loans in Mortgage Loan Group 4

                                                                                   Percentage of     
                                                                                      Balloon           
                                                                                  Mortgage Loans    
                                                                                   in Mortgage       
                                                                                    Loan Group        
                                                            Aggregate              by Aggregate      
                                      Number of             Scheduled               Scheduled         
                                   Mortgage Loans       Principal Balance        Principal Balance 
   Years Remaining                      As of                 As of                  As of               
 As of Cut-Off Date                 Cut-Off Date          Cut-Off Date           Cut-Off Date        
 ------------------                 ------------          ------------           ------------        
<S>                                     <C>               <C>                    <C>
 1 year or less...........               33                $28,436,913              9.03%             
 1+ to  2 years...........               25                 16,915,384              5.37             
 2+ to  3 years...........               30                 12,273,200              3.90             
 3+ to  4 years...........               49                 30,507,400              9.69             
 4+ to  5 years*..........               36                 49,485,903             15.72             
 5+ to 10 years...........              194                169,708,665             53.93             
10+ to 15 years...........                5                  4,476,847              1.42             
15+ to 20 years...........                2                  2,964,129              0.94             
                                        ---              -------------              ----             
           Total...........             374               $314,768,441            100.00%   
                                        ===               ============           =======   
                                                              
         Weighted Average Remaining Term to Stated Maturity is 4.8 years
<FN>

- ----------
* Includes Matured Performing interest only Balloon Mortgage Loans.
</FN>
</TABLE>


<TABLE>
<CAPTION>

                      Remaining Terms to Stated Maturity of
            Fully Amortizing Mortgage Loans in Mortgage Loan Group 4

                                                                                  Percentage of
                                                                                Fully Amortizing
                                                                                 Mortgage Loans
                                                                                  in Mortgage
                                                                                  Loan Group
                                                                 Aggregate        by Aggregate
                                             Number of           Scheduled         Scheduled
                                          Mortgage Loans     Principal Balance  Principal Balance
   Years Remaining                             As of               As of            As of
 As of Cut-Off Date*                       Cut-Off Date        Cut-Off Date      Cut-Off Date
 -------------------                       ------------        ------------      ------------
<S>                                            <C>             <C>                 <C>
 5 years or less......................          64              $4,293,690            8.43%
 5+ to 10 years.......................         103               9,794,434           19.22
10+ to 15 years.......................          36               7,338,516           14.40
15+ to 20 years.......................          38              18,423,924           36.15
20+ to 30 years.......................          32              11,106,340           21.80
                                               ---             -----------         -------
          Total.......................         273             $50,956,904          100.00%
                                               ===             ===========         =======

        Weighted Average Remaining Term to Stated Maturity is 15.1 years
<FN>

- ----------

* Includes  Fully  Amortizing  Matured  Performing  Mortgage  Loans and  Balloon
  Mortgage  Loans  secured  by  Mortgaged  Properties  in  Los  Angeles  County,
  California that will be extended to be fully amortizing.
</FN>
</TABLE>


<TABLE>
<CAPTION>

                           Seasoning of Mortgage Loans
                            in Mortgage Loan Group 4


                                                                            Percentage of
                                                                              Mortgage
                                                                             Loan Group
                                                          Aggregate         by Aggregate
                                  Number of               Scheduled          Scheduled
                               Mortgage Loans         Principal Balance   Principal Balance
   Number of Years                 As of                     As of             As of
 As of Cut-Off Date             Cut-Off Date            Cut-Off Date        Cut-Off Date
 ------------------             ------------            ------------        ------------
<S>                                  <C>                <C>                    <C>
1 year or less............            69                 $69,176,547             18.91%
1+ to  2 years............           149                 110,319,469             30.17
2+ to  3 years............            36                  27,193,323              7.44
3+ to  4 years............            21                   9,604,301              2.63
4+ to  5 years............            24                  18,404,396              5.03
5+ to  6 years............            27                  27,854,763              7.62
6+ to  7 years............            32                  39,651,660             10.84
7+ to  8 years............            35                  16,066,730              4.39
8+ to  9 years............            45                  22,359,320              6.11
9+ to 10 years............            22                   5,922,806              1.62
Over 10 years.............           187                  19,172,030              5.24
                                     ---                  ----------              ----
          Total...........           647                $365,725,345            100.00%
                                     ===                ============           =======

                    Weighted Average Seasoning is 4.01 years
</TABLE>


<TABLE>
<CAPTION>

                   Mortgage Interest Rates As of Cut-Off Date
                   of Mortgage Loans in Mortgage Loan Group 4

                                                                             Percentage of
                                                                                Mortgage
                                                                              Loan Group
                                                        Aggregate            by Aggregate
                                   Number of            Scheduled              Scheduled
                                Mortgage Loans      Principal Balance      Principal Balance
                                     As of                As of                  As of
 Mortgage Interest Rates         Cut-Off Date         Cut-Off Date           Cut-Off Date
 -----------------------         ------------         ------------           ------------
<S>                                    <C>              <C>                     <C>
 5.00% to  5.99%..............           6                  $141,112               0.04%
 6.00% to  6.99%..............          11                21,043,930               5.75
 7.00% to  7.99%..............          34                39,291,765              10.74
 8.00% to  8.99%..............         151               118,194,653              32.32
 9.00% to  9.99%..............         204               118,322,503              32.36
10.00% to 10.99%..............         111                29,099,019               7.96
11.00% to 11.99%..............          54                25,187,917               6.89
12.00% to 12.99%..............          45                10,908,202               2.98
13.00% to 13.99%..............          25                 3,045,726               0.83
14.00% to 14.99%..............           5                   439,428               0.12
15.00% to 15.99%..............           1                    51,090               0.01
                                       ---             -------------            -------
          Total...............         647              $365,725,345             100.00%
                                       ===              ============            =======

                Weighted Average Mortgage Interest Rate is 8.95%

</TABLE>


<TABLE>
<CAPTION>

                       Loan-to-Value Ratios at Origination
                   of Mortgage Loans in Mortgage Loan Group 4

                                                                                      Percentage of
                                                                                        Mortgage
                                                                                       Loan Group
                                                                    Aggregate         by Aggregate
                                              Number of             Scheduled           Scheduled
                                           Mortgage Loans       Principal Balance   Principal Balance
     Loan-to-Value                              As of                 As of               As of
Ratios at Origination*                      Cut-Off Date          Cut-Off Date        Cut-Off Date
- ----------------------                      ------------          ------------        ------------
<S>                                               <C>             <C>                   <C>
 50.00% or less...................                 81             $ 32,733,634             8.95%
 50.01% to  60.00%................                 89               57,286,526            15.66
 60.01% to  70.00%................                112               80,103,852            21.91
 70.01% to  80.00%................                191               77,078,902            21.08
 80.01% to  90.00%................                 58               45,798,617            12.52
 90.01% to 100.00%................                 35               31,493,915             8.61
100.01% or more...................                 11               10,823,998             2.96
Unknown...........................                 70               30,405,901             8.31
                                                  ---             ------------           -------
          Total...................                647             $365,725,345           100.00%
                                                  ===             ============           =======

          Weighted Average Loan-to-Value Ratio at Origination is 70.94%**
<FN>
- ----------

 * In certain cases,  information as to the value of the Mortgaged  Property was
   not available in the files for the  applicable  Mortgage Loan. In such cases,
   efforts were made to collect such information from other sources.

** Excludes Mortgage Loans with unknown Loan-to-Value Ratios.
</FN>
</TABLE>


<TABLE>
<CAPTION>

            Range of Ratios of Current Loan Balance-to-Original Value
                   As of Cut-Off Date in Mortgage Loan Group 4
                                                                                  Percentage of   
                                                                                     Mortgage        
                                                                                    Loan Group  
                                                          Aggregate                by Aggregate 
                                      Number of           Scheduled                 Scheduled 
                                   Mortgage Loans      Principal Balance        Principal Balance 
  Ratios of Current Loan               As of                As of                     As of             
Balance-to-Original Value*          Cut-Off Date         Cut-Off Date             Cut-Off Date    
- --------------------------          ------------         ------------             ------------    
<S>                                      <C>             <C>                       <C>
 50.00% or less...............           229              $62,732,899                17.15%        
 50.01% to  60.00%............           104               79,322,007                21.71        
 60.01% to  70.00%............            97               60,797,428                16.62        
 70.01% to  80.00%............            74               52,963,018                14.48        
 80.01% to  90.00%............            46               41,417,405                11.32        
 90.01% to 100.00%............            14               27,074,390                 7.40        
100.01% or more...............            13               11,012,297                 3.01        
Unknown.......................            70               30,405,901                 8.31        
                                         ---             ------------              --------        
          Total...............           647             $365,725,345               100.00%        
                                         ===             ============              ========        

Weighted  Average  Current  Loan  Balance-to-Original  Value  Ratio is  65.96%**

<FN>
- ----------

*    In certain cases, information as to the value of the Mortgaged Property was
     not available in the files for the applicable Mortgage Loan. In such cases,
     efforts were made to collect such information from other sources.

**   Excludes Mortgage Loans with unknown Current Loan Balance-to-Original Value
     Ratios.
</FN>
</TABLE>


<TABLE>
<CAPTION>

                        Lien Positions of Mortgage Loans
                            in Mortgage Loan Group 4


                                                                           Percentage of
                                                                              Mortgage
                                                                             Loan Group
                                                    Aggregate               by Aggregate
                             Number of              Scheduled                 Scheduled
                          Mortgage Loans        Principal Balance          Principal Balance
                               As of                  As of                     As of
Lien Position*             Cut-Off Date           Cut-Off Date              Cut-Off Date
- --------------             ------------           ------------              ------------
<S>                             <C>               <C>                          <C>
First lien**............        618               $356,771,557                   97.55%
Second lien.............         24                  7,035,464                    1.92
Third lien..............          1                  1,719,548                    0.48
Not Available...........          4                    198,776                    0.05
                                ---               ------------                 --------
          Total.........        647               $365,725,345                  100.00%
                                ===               ============                 ========
<FN>

- ----------

*    In certain cases, a title insurance  policy or attorney's title opinion was
     not contained in the applicable Mortgage Loan file. In such cases,  efforts
     were made to determine  the lien  position of such Mortgage Loan from other
     sources in the Mortgage Loan file or elsewhere.

**   Includes  second and third liens with respect to which all senior liens are
     included in the Mortgage Pool.
</FN>
</TABLE>


<TABLE>
<CAPTION>

                                  Property Type
                of Mortgaged Properties in Mortgage Loan Group 4

                                                                                         
                                                                                            Percentage of      
                                                                                              Mortgage         
                                                                                             Loan Group        
                                                                       Aggregate            by Aggregate       
                                             Number of                 Scheduled              Scheduled        
                                          Mortgage Loans           Principal Balance      Principal Balance    
        Type of                                As of                      As of                 As of          
  Mortgaged Properties                     Cut-Off Date              Cut-Off Date           Cut-Off Date       
  --------------------                     ------------              ------------           ------------       
<S>                                              <C>                <C>                       <C>
Industrial/Warehouse.............                 80                 $27,284,554                 7.46%          
Lodging..........................                 47                  83,093,445                22.72          
Mini Warehouse...................                  6                   6,254,524                 1.71          
Mixed Use Building...............                 70                  42,121,295                11.52          
Mobile Home Park.................                 10                   4,764,077                 1.30          
Multifamily (5-36 Units).........                 11                   2,024,145                 0.55          
Multifamily (37-200 Units).......                  4                   1,608,982                 0.44          
Multifamily -- Other.............                  7                     890,033                 0.24          
Hospital/Nursing Home............                  7                   3,538,698                 0.97          
School/Religious Building........                 23                  10,502,258                 2.87          
Office...........................                163                  66,057,619                18.06          
Retail...........................                161                  84,196,561                23.03          
Land/Water Utility...............                  1                   7,572,047                 2.07          
Other Commercial.................                 47                  24,954,199                 6.82          
Not Available....................                 10                     862,908                 0.24          
                                                 ---                ------------              -------          
          Total..................                647                $365,725,345               100.00%          
                                                 ===                ============              =======

</TABLE>




                             Geographic Distribution
                of Mortgaged Properties in Mortgage Loan Group 4


                                                                 Percentage of  
                                                                   Mortgage     
                                                                  Loan Group    
                                              Aggregate          by Aggregate   
                            Number of         Scheduled            Scheduled    
                         Mortgage Loans   Principal Balance    Principal Balance
                             As of              As of                As of      
      Location            Cut-Off Date      Cut-Off Date         Cut-Off Date   
      --------            ------------      ------------         ------------   
Alabama..............          9               $1,321,120              0.36%    
Arizona..............          4                2,190,690              0.60     
Arkansas.............          1                   21,032              0.01     
California...........         60               26,690,663              7.30     
Colorado.............          9                4,905,676              1.34     
Connecticut..........          2                   57,523              0.02     
Delaware.............         14               18,036,712              4.93     
District of Columbia.          1                2,108,196              0.58     
Florida..............         52               54,526,072             14.91     
Georgia..............         12                9,022,396              2.47     
Illinois.............          8                3,496,949              0.96     
Indiana..............          1                2,371,296              0.65     
Kansas...............          6                2,146,940              0.59     
Louisiana............         30                6,070,513              1.66     
Maine................          1                  105,627              0.03     
Maryland.............        110               57,055,333             15.60     
Massachusetts........          3                1,235,152              0.34     
Michigan.............          1                  223,056              0.06     
Minnesota............          1                  168,599              0.05     
Mississippi..........          3                  560,014              0.15     
Missouri.............          1                3,721,955              1.02     
Nevada...............          1                  967,800              0.26     
New Jersey...........         19                7,248,773              1.98     
New Mexico...........          6                3,267,240              0.89     
New York.............          6               12,542,595              3.43     
North Carolina.......         12                7,110,819              1.94     
Ohio.................          8                  574,353              0.16     
Oklahoma.............          5                1,491,890              0.41     
Oregon...............          5                4,935,391              1.35     
Pennsylvania.........         10                2,269,102              0.62     
South Carolina.......          3                1,172,629              0.32     
South Dakota.........          1                2,343,076              0.64     
Tennessee............          2                2,251,395              0.62     
Texas................        173               94,948,665             25.94     
Virginia.............         62               20,934,896              5.72     
Washington...........          1                6,292,585              1.72     
West Virginia........          2                   53,159              0.01     
Wisconsin............          1                1,193,534              0.33     
Wyoming..............          1                   91,929              0.03     
                             ---             ------------            ------     
          Total......        647             $365,725,345            100.00%    
                             ===             ============            =======    



                        County Concentrations (Over 10%)
                   of Mortgage Loans in Mortgage Loan Group 4

                                                                Percentage of 
                                                                   Mortgage  
                                                                  Loan Group   
                                               Aggregate         by Aggregate  
                              Number of        Scheduled           Scheduled   
                           Mortgage Loans  Principal Balance  Principal Balance
                                As of            As of               As of   
County Concentration        Cut-Off Date     Cut-Off Date        Cut-Off Date
- --------------------        ------------     ------------        ------------
No County has a 
  concentration over 10%..       none             none  
                                                                              

<TABLE>
<CAPTION>

               Monthly Payments Delinquent as of the Cut-Off Date
                   of Mortgage Loans in Mortgage Loan Group 4


                                                                                  Percentage of  
                                                                                     Mortgage           
                                                                                    Loan Group   
                                                             Aggregate             by Aggregate          
                                        Number of            Scheduled              Scheduled            
                                     Mortgage Loans      Principal Balance      Principal Balance       
                                          As of                As of                  As of             
   Monthly Payments Delinquent        Cut-Off Date         Cut-Off Date            Cut-Off Date  
   ---------------------------        ------------         ------------            ------------  
<S>                                       <C>              <C>                        <C>
None (0-29 days past due).........        616              $353,517,227               96.66%              
One Payment (30-59 days past due).         31                12,208,118                3.34              
                                          ---              ------------              ------              
         Total....................        647              $365,725,345              100.00%              
                                          ===              ============              =======              
                                                                                                         
                                                                                
</TABLE>


         
<TABLE>
<CAPTION>

      Delinquency History for the Past Twelve Months as of the Cut-Off Date
                   of Mortgage Loans in Mortgage Loan Group 4

                                                                                                              Percentage of     
                                                                                                                Mortgage
                                                                                                               Loan Group       
                                                                                         Aggregate            by Aggregate      
                                                                      Number of          Scheduled             Scheduled       
                                                                   Mortgage Loans    Principal Balance      Principal Balance   
                                                                         As of             As of                 As of 
              Delinquency History*                                  Cut-Off Date        Cut-Off Date          Cut-Off Date      
              --------------------                                  ------------        ------------          ------------      
<S>                                                                      <C>            <C>                      <C>
No 30 Day or Greater Delinquency in last 12 months..........             464            $276,748,365              75.67%  
One Payment Delinquent (30-59 days) in last 12                                                                            
  months....................................................                                                              
  1 time 30-day delinquent in last 12 months................              89              43,325,023               11.85  
  2 times 30-day delinquent in last 12 months...............              23               8,343,134                2.28  
  More than 2 times 30-day delinquent in last 12                                                                          
    months..................................................              21               9,334,371                2.55  
Two Payments Delinquent (60-89 days) in last 12                                                                           
  months**..................................................                                                              
  1 time 60-day delinquent in last 12 months................              19               5,115,267                1.40  
  2 times 60-day delinquent in last 12 months...............               7               3,954,628                1.08  
  More than 2 times 60-day delinquent in last 12                                                                          
    months..................................................               5                 664,825                0.18  
Three or more Payments Delinquent (90 days+) in last                                                                      
  12 months**...............................................                                                              
  1 time 90-day delinquent in last 12 months................              16              16,376,368                4.48  
  2 times 90-day delinquent in last 12 months...............               2               1,841,149                0.50  
  More than 2 times 90-day delinquent in last 12                                                                          
    months..................................................               1                  22,215                0.01  
                                                                         ---            -------------             -------  
         Total..............................................             647            $365,725,345              100.00%  
                                                                         ===            ============              =======
<FN>
 ----------
 * Substantially  all of the Mortgage Loans contain a delinquency  history of at
   least twelve months. For Mortgage Loans with a delinquency  history less than
   twelve  months,  it was  assumed  that  the  only  delinquencies  were  those
   occurring in the period for which  information  was available.  Delinquencies
   for Mortgage Loans for any period prior to their modifications  generally are
   not  reflected in the table.  Approximately  4.35% of the  Mortgage  Loans in
   Mortgage Loan Group 4, based on the Aggregate  Scheduled Principal Balance as
   of the Cut-Off Date,  did not have twelve months of  delinquency  history and
   were not modified.
** Approximately  13.45% and 23.80% of the  Mortgage  Loans  included in Two and
   Three  Payments  Delinquent,  respectively,  have  been  modified  since  the
   delinquency.
</FN>
</TABLE>




               Margins of Mortgage Loans in Mortgage Loan Group 4

                                                                 Percentage of  
                                                                  Mortgage      
                                                                  Loan Group    
                                                Aggregate        by Aggregate   
                               Number of        Scheduled          Scheduled    
                            Mortgage Loans  Principal Balance  Principal Balance
                                As of             As of             As of 
           Margins           Cut-Off Date     Cut-Off Date       Cut-Off Date   
           -------           ------------     ------------       ------------   
Fixed Rate Mortgage Loans..     604           $345,613,648         94.50%       
No Stated Margin...........       2                256,088          0.07        
1.00% to 1.99%.............       1                 37,051          0.01        
2.00% to 2.99%.............      17             13,153,435          3.59        
3.00% to 3.99%.............      20              6,273,847          1.72        
4.00% or more..............       3                391,276          0.11        
                                ---           ------------        ------        
             Total............  647           $365,725,345        100.00%       
                                ===           ============        =======       

                        Weighted Average Margin is 2.59%*

[FN]
- ----------

* Excludes Fixed Rate Mortgage Loans.
[/FN]

            Maximum Rates of Mortgage Loans in Mortgage Loan Group 4

                                                                          
                                                                Percentage of 
                                                                  Mortgage    
                                                                 Loan Group   
                                                 Aggregate      by Aggregate  
                               Number of        Scheduled         Scheduled   
                            Mortgage Loans  Principal Balance  Principal Balance
                                As of             As of             As of      
        Maximum Rates       Cut-Off Date       Cut-Off Date      Cut-Off Date  
        -------------       ------------       ------------      ------------  
Fixed Rate Mortgage Loans..     604            $345,613,648           94.50%
No Maximum Rate............       6                 681,442            0.19
12.00% to 12.99%...........       3               5,377,096            1.47
14.00% to 14.99%...........       8               3,775,090            1.03
15.00% to 15.99%...........      11               5,189,246            1.42
16.00% to 16.99%...........       9               3,489,244            0.95
17.00% to 17.99%...........       3                 836,210            0.23
18.00% to 18.99%...........       1                 401,213            0.11
19.00% to 19.99%...........       2                 362,156            0.10
                                ---            ------------          -------  
          Total............     647            $365,725,345          100.00%
                                ===            ============          =======

                    Weighted Average Maximum Rate is 14.71%*

[FN]
- ----------
* Excludes ARMs with no Maximum Rate and Fixed Rate Mortgage Loans.
[/FN]


         Floor Interest Rates of Mortgage Loans in Mortgage Loan Group 4


                                                                 
                                                                Percentage of   
                                                                   Mortgage     
                                                                  Loan Group    
                                                Aggregate        by Aggregate   
                               Number of        Scheduled         Scheduled     
                            Mortgage Loans  Principal Balance  Principal Balance
                                 As of           As of              As of       
   Floor Interest Rates      Cut-Off Date     Cut-Off Date       Cut-Off Date   
   --------------------      ------------     ------------       ------------   
Fixed Rate Mortgage Loans..      604          $345,613,648          94.50%      
 8.00% to  8.99%...........       15            10,170,265           2.77       
 9.00% to  9.99%...........        6             3,136,142           0.86       
10.00% to 10.99%...........       16             5,433,922           1.49       
11.00% to 11.99%...........        3               508,837           0.14       
12.00% to 12.99%...........        2               716,746           0.20       
13.00% to 13.99%...........        1               145,785           0.04       
                                   -               -------           ----       
          Total............      647          $365,725,345         100.00%      
                                 ===          ============         =======      

                 Weighted Average Floor Interest Rate is 9.34%*

[FN]
- ----------
* Excludes Fixed Rate Mortgage Loans.
[/FN]

                          Periodic Rate Adjustment Caps
                   of Mortgage Loans in Mortgage Loan Group 4

                                                                 Percentage of  
                                                                 Mortgage       
                                                                  Loan Group    
                                                Aggregate        by Aggregate   
                                Number of       Scheduled          Scheduled    
                             Mortgage Loans Principal Balance  Principal Balance
        Periodic Rate             As of           As of             As of       
      Adjustment Caps         Cut-Off Date    Cut-Off Date      Cut-Off Date    
      ---------------         ------------    ------------      ------------    
Fixed Rate Mortgage Loans...      604         $345,613,648          94.50%      
No Periodic Adjustment Cap..       32           17,506,041           4.79       
1.00% to 1.99%..............        3              530,264           0.14       
2.00% to 2.99%..............        8            2,075,392           0.57       
                                  ---         ------------        -------       
          Total.............      647         $365,725,345         100.00%      
                                  ===         ============        ========      


                          Interest Adjustment Frequency
                   of Mortgage Loans in Mortgage Loan Group 4

                                                                  Percentage of
                                                                    Mortgage   
                                                                   Loan Group  
                                                Aggregate         by Aggregate 
                               Number of        Scheduled          Scheduled   
                            Mortgage Loans  Principal Balance  Principal Balance
          Interest               As of            As of              As of     
   Adjustment Frequency      Cut-Off Date     Cut-Off Date        Cut-Off Date 
   --------------------      ------------     ------------        ------------ 
Fixed Rate Mortgage Loans...     604         $345,613,649             94.50%   
Monthly.....................      15            9,021,949              2.47    
Quarterly...................       1               35,746              0.01    
Semi-Annually...............       4              955,627              0.26    
Annually....................      15            7,152,341              1.96    
Three Years.................       6            1,185,478              0.32    
Five Years..................       2            1,760,555              0.48    
                                   -            ---------              ----    
          Total.............     647         $365,725,345            100.00%   
                                 ===         ============            =======   


                          Payment Adjustment Frequency
                   of Mortgage Loans in Mortgage Loan Group 4


                                                                 Percentage of  
                                                                   Mortgage     
                                                                  Loan Group    
                                                Aggregate        by Aggregate   
                               Number of        Scheduled          Scheduled    
                            Mortgage Loans  Principal Balance  Principal Balance
         Payment                 As of              As of           As of       
   Adjustment Frequency      Cut-Off Date     Cut-Off Date      Cut-Off Date    
   --------------------      ------------     ------------      ------------    
Fixed Rate Mortgage Loans...     604         $345,613,648          94.50%       
Monthly.....................       1              469,321           0.13        
Semi-Annually...............       4              955,627           0.26        
Annually....................      28           15,516,857           4.25        
Three Years.................       6            1,185,478           0.32        
Five Years..................       2            1,760,555           0.48        
Fixed Payment...............       2              223,859           0.06        
                                   -              -------           ----        
          Total.............     647         $365,725,345         100.00%       
                                 ===         ============         =======       
                               
<TABLE>
<CAPTION>

                                     Indexes
                   of Mortgage Loans in Mortgage Loan Group 4

                                                                                           Percentage of    
                                                                                             Mortgage       
                                                                                            Loan Group      
                                                                      Aggregate            by Aggregate     
                                                    Number of         Scheduled             Scheduled      
                                                 Mortgage Loans    Principal Balance    Principal Balance  
                                                      As of             As of                 As of         
           Indexes                                Cut-Off Date       Cut-Off Date          Cut-Off Date  
           -------                                ------------       ------------          ------------  
<S>                                                   <C>            <C>                      <C>
Fixed Rate Mortgage Loans...................          604            $345,613,649              94.50%      
COFI 11th District Weighted Average.........           14               6,499,706               1.77      
COFI 4th District Atlanta...................            1                 188,113               0.05      
FHLB Advance Rate...........................            1                 401,213               0.11      
LIBOR 1 Month...............................            4               2,874,570               0.79      
PRIME Frost National Bank...................            2                 435,544               0.12      
PRIME Mercantile Safe Deposit & Trust,                                                                    
  Maryland..................................            2               4,244,243               1.16      
PRIME As Stated In Wall Street Journal......            2                 203,353               0.06      
PRIME Chase Manhattan Bank..................            1                 105,810               0.03      
PRIME Nationsbank...........................            1                  51,950               0.01      
Treasury -- 1 Year Weekly Average...........            4               1,546,183               0.42      
Treasury -- 1 Year T-Bill 6 Month Average...            1                 425,363               0.12      
Treasury -- 3 Year Weekly Average...........            7               1,339,347               0.37      
Treasury -- 5 Year Weekly Average...........            2               1,760,555               0.48      
Treasury -- 91 Day T-Bill...................            1                  35,746               0.01      
                                                      ---            ------------             -------     
          Total.............................          647            $365,725,345             100.00%     
                                                      ===            ============             =======    
</TABLE>



                        Loans with Potential for Negative
                      Amortization in Mortgage Loan Group 4

                                                                 Percentage of 
                                                                   Mortgage    
                                                                  Loan Group   
                                               Aggregate         by Aggregate  
                              Number of        Scheduled           Scheduled   
                           Mortgage Loans  Principal Balance  Principal Balance
                               As of              As of              As of     
  Negative Amortization     Cut-Off Date     Cut-Off Date        Cut-Off Date  
  ---------------------     ------------     ------------        ------------  
Negative Amortization......     17             $9,917,453             2.71%    
No Negative Amortization...    630            355,807,892            97.29    
                               ---           ------------           -------   
          Total............    647           $365,725,345           100.00%   
                               ===           ============           =======   


<TABLE>
<CAPTION>

    Loans-to-Facilitate and Modified Mortgage Loans in Mortgage Loan Group 4

                                                                                                   Percentage of    
                                                                                                     Mortgage 
                                                                                                    Loan Group      
                                                                               Aggregate           by Aggregate     
                                                         Number of             Scheduled             Scheduled      
                                                      Mortgage Loans       Principal Balance     Principal Balance  
                                                           As of                As of                  As of  
Loans-to-Facilitate and Modified Mortgage Loans        Cut-Off Date          Cut-Off Date          Cut-Off Date     
- -----------------------------------------------        ------------          ------------          ------------     
<S>                                                         <C>              <C>                     <C>
Loans-to-Facilitate (Seller - Originated                                                                            
  Loans)(1).......................................          229              $181,898,111              49.74%       
Loans-to-Facilitate (Non-RTC)(2)..................           19                 9,585,303               2.62        
Affordable Housing Disposition Program                                                                             
  (Seller - Originated Loans)(3)..................            2                   601,585               0.16        
Modified Mortgage Loans(4)........................           61                61,927,504              16.93        
Not Applicable....................................          336               111,712,842              30.55        
                                                            ---               -----------              -----        
          Total...................................          647              $365,725,345             100.00%        
                                                            ===              ============             =======        
<FN>

- ----------

(1) Loans originated by an RTC institution to facilitate the sale of REO.

(2) Loans originated by a non-RTC institution to facilitate the sale of REO.

(3) Loans originated by an RTC institution to facilitate the sale of multifamily
    REO under the Affordable Housing Disposition Program Guidelines.

(4) Loans which the Seller  believes have  substantially  modified  terms due to
    default,  reasonable likelihood of default,  workout or other credit related
    reasons.
</FN>
</TABLE>





                                                                      Exhibit E

                            All Mortgage Loan Groups

                   Distribution of Original Principal Balances
                     of Mortgage Loans in the Mortgage Pool

                                                                       
                                                                  Percentage of
                                                                  Mortgage Pool
                                                Aggregate        by Aggregate  
                                Number of       Scheduled          Scheduled   
                             Mortgage Loans Principal Balance  Principal Balance
                                  As of           As of             As of 
Original Principal Balances   Cut-Off Date    Cut-Off Date       Cut-Off Date  
- ---------------------------   ------------    ------------       ------------  
$    50,000 or less.........          77          $2,132,851           0.19%   
$    50,001 to $   100,000..         263          14,466,371           1.27 
$   100,001 to $   200,000..         399          46,800,618           4.11 
$   200,001 to $   400,000..         568         143,527,744          12.61 
$   400,001 to $   600,000..         288         127,465,006          11.20 
$   600,001 to $   800,000..         129          81,214,352           7.13 
$   800,001 to $ 1,000,000..         100          84,134,742           7.39 
$ 1,000,001 to $ 2,000,000..         181         230,578,543          20.25 
$ 2,000,001 to $ 3,000,000..          49         114,844,108          10.09 
$ 3,000,001 to $ 4,000,000..          24          72,489,425           6.37 
$ 4,000,001 to $ 5,000,000..          11          46,536,190           4.09 
$ 5,000,001 to $10,000,000..          22         131,680,131          11.57 
$10,000,001 or more.........           4          42,449,065           3.73 
                                   -----      --------------         ------- 
          Total.............       2,115      $1,138,319,146         100.00% 
                                   =====      ==============         ======= 

                 Average Original Principal Balance is $611,030


<TABLE>
<CAPTION>

       Distribution of Scheduled Principal Balances as of the Cut-Off Date
                     of Mortgage Loans in the Mortgage Pool

                                                                                   Percentage of     
                                                                                   Mortgage Pool     
                                                              Aggregate            by Aggregate      
                                         Number of            Scheduled              Scheduled         
         Scheduled                    Mortgage Loans       Principal Balance     Principal Balance 
    Principal Balances                     As of                 As of                 As of            
    As of Cut-Off Date                 Cut-Off Date          Cut-Off Date           Cut-Off Date    
    ------------------                 ------------          ------------           ------------    
<S>                                         <C>             <C>                      <C>

$    50,000 or less.................          241               $8,050,282              0.71%        
$    50,001 to $   100,000..........          275               20,723,777              1.82        
$   100,001 to $   200,000..........          362               53,512,719              4.70        
$   200,001 to $   400,000..........          489              139,486,923             12.25        
$   400,001 to $   600,000..........          267              129,332,884             11.36        
$   600,001 to $   800,000..........          123               84,963,993              7.46        
$   800,001 to $ 1,000,000..........           99               88,821,557              7.80        
$ 1,000,001 to $ 2,000,000..........          159              218,029,690             19.17        
$ 2,000,001 to $ 3,000,000..........           46              112,908,562              9.92        
$ 3,000,001 to $ 4,000,000..........           23               79,163,601              6.95        
$ 4,000,001 to $ 5,000,000..........           12               53,388,852              4.69        
$ 5,000,001 to $10,000,000..........           15              107,487,241              9.44        
$10,000,001 or more.................            4               42,449,065              3.73        
                                            -----           --------------            -------        
          Total.....................        2,115           $1,138,319,146            100.00%        
                                            =====           ==============            =======        

     Average Scheduled Principal Balance as of the Cut-Off Date is $538,212
</TABLE>


                        Original Terms to Stated Maturity
                     of Mortgage Loans in the Mortgage Pool*

                                                                     
                                                                Percentage of
                                                                Mortgage Pool
                                             Aggregate          by Aggregate 
                         Number of           Scheduled           Scheduled   
  Original Number     Mortgage Loans     Principal Balance   Principal Balance
    of Years to            As of               As of                As of     
  Stated Maturity      Cut-Off Date        Cut-Off Date         Cut-Off Date  
  ---------------      ------------        ------------         ------------  
                                                                        
 5 years or less....         225         $172,255,057              15.13% 
 5+ to  7 years.....         341          271,857,377              23.88 
 7+ to 10 years.....         237          149,032,064              13.09 
10+ to 15 years.....         307          180,403,399              15.85 
15+ to 20 years.....         108           24,748,266               2.17 
20+ to 30 years.....         889          338,244,858              29.72 
30 years or more....           8            1,778,125               0.16 
                           -----       --------------             -------
          Total.....       2,115       $1,138,319,146             100.00% 
                           =====       ==============             =======     

         Weighted Average Original Term to Stated Maturity is 14.8 years

[FN]
- ----------
* Without giving effect to any modification or extension of maturity date.
[/FN]






                      Remaining Terms to Stated Maturity of
                   Balloon Mortgage Loans in the Mortgage Pool

                                                                  Percentage of
                                                                     Balloon  
                                                                Mortgage Loans
                                                               in Mortgage Pool
                                                                 by Aggregate 
                                               Aggregate           Scheduled 
                           Number of           Scheduled           Principal 
                        Mortgage Loans     Principal Balance        Balance  
   Years Remaining          As of                As of               As of   
 As of Cut-Off Date     Cut-Off Date        Cut-Off Date         Cut-Off Date
 ------------------     ------------        ------------         ------------
                                                                            
 1 year or less......         78             $46,568,400             6.75%  
 1+ to  2 years......         65              47,356,450             6.87   
 2+ to  3 years......         61              41,048,624             5.95   
 3+ to  4 years......         87              70,756,912            10.26   
 4+ to  5 years*.....        101             105,558,373            15.31   
 5+ to 10 years......        369             301,440,681            43.74   
10+ to 15 years......         64              62,920,170             9.13   
15+ to 20 years......          8               6,153,070             0.89   
20+ to 30 years......          4               7,606,260             1.10   
                             ---            ------------           ------
Total................        837            $689,408,940           100.00%   
                             ===            ============           ======    

         Weighted Average Remaining Term to Stated Maturity is 5.6 years

[FN]
- ----------
* Includes Matured Performing interest only Balloon Mortgage Loans.
[/FN]


                      Remaining Terms to Stated Maturity of
              Fully Amortizing Mortgage Loans in the Mortgage Pool

                                                                 Percentage of 
                                                               Fully Amortizing
                                                                Mortgage Loans 
                                                               in Mortgage Pool
                                             Aggregate           by Aggregate  
                         Number of           Scheduled             Scheduled   
                      Mortgage Loans     Principal Balance     Principal Balance
   Years Remaining        As of                As of                 As of     
 As of Cut-Off Date*   Cut-Off Date        Cut-Off Date          Cut-Off Date  
 -------------------   ------------        ------------          ------------  
 5 years or less....         120              $7,224,067              1.61%    
 5+ to 10 years.....         216              23,751,011              5.29     
10+ to 15 years.....         120              20,387,914              4.54     
15+ to 20 years.....         208              63,172,716             14.07     
20+ to 30 years.....         614             334,374,498             74.49     
                           -----            ------------           -------     
          Total.....       1,278            $448,910,206            100.00%    
                           =====            ============           =======     

        Weighted Average Remaining Term to Stated Maturity is 22.5 years

[FN]
- ----------

* Includes  Fully  Amortizing  Matured  Performing  Mortgage  Loans and  Balloon
  Mortgage  Loans  secured  by  Mortgaged  Properties  in  Los  Angeles  County,
  California that will be extended to be fully amortizing.
[/FN]

                           Seasoning of Mortgage Loans
                              in the Mortgage Pool

                                                                   
                                                                Percentage of  
                                                                Mortgage Pool  
                                               Aggregate        by Aggregate   
                           Number of           Scheduled          Scheduled    
                        Mortgage Loans     Principal Balance  Principal Balance
   Number of Years          As of                  As of           As of       
 As of Cut-Off Date      Cut-Off Date        Cut-Off Date       Cut-Off Date   
 ------------------      ------------        ------------        ------------  
1 year or less........        90             $107,697,324            9.46%   
1+ to  2 years........       260              195,356,652           17.15    
2+ to  3 years........       235              165,688,576           14.56    
3+ to  4 years........        96               44,663,799            3.92    
4+ to  5 years........       223              114,542,363           10.06    
5+ to  6 years........       212              137,601,431           12.09    
6+ to  7 years........       157              146,024,449           12.83    
7+ to  8 years........       151               88,897,801            7.81    
8+ to  9 years........       144               54,845,025            4.82    
9+ to 10 years........       102               20,102,619            1.77    
Over 10 years.........       445               62,899,107            5.53    
                           -----           --------------          -------    
        Total........      2,115           $1,138,319,146          100.00%
                           =====           ==============          ======= 

                    Weighted Average Seasoning is 4.73 years

<TABLE>
<CAPTION>

                   Mortgage Interest Rates As of Cut-Off Date
                     of Mortgage Loans in the Mortgage Pool

                                                                        
                                                                          Percentage of   
                                                                          Mortgage Pool   
                                                     Aggregate             by Aggregate    
                                 Number of           Scheduled              Scheduled     
                              Mortgage Loans     Principal Balance      Principal Balance 
                                   As of               As of                  As of        
 Mortgage Interest Rates       Cut-Off Date        Cut-Off Date           Cut-Off Date    
 -----------------------       ------------        ------------           ------------    
<S>                                 <C>            <C>                     <C>
Less than 4.00%.............            1                 $40,014            0.00%      
 4.00% to  4.99%............            5               5,388,858            0.47      
 5.00% to  5.99%............           38              15,020,101            1.32      
 6.00% to  6.99%............          251             197,910,651           17.39      
 7.00% to  7.99%............          362             195,167,993           17.15      
 8.00% to  8.99%............          526             305,204,164           26.81      
 9.00% to  9.99%............          595             316,191,460           27.79      
10.00% to 10.99%............          169              53,893,150            4.73      
11.00% to 11.99%............           82              34,088,482            2.99      
12.00% to 12.99%............           52              11,628,549            1.02      
13.00% to 13.99%............           28               3,295,206            0.29      
14.00% to 14.99%............            5                 439,428            0.04      
15.00% to 15.99%............            1                  51,090            0.00      
                                    -----          --------------         -------      
          Total.............        2,115          $1,138,319,146          100.00%      
                                    =====          ==============         =======      

                Weighted Average Mortgage Interest Rate is 8.27%
</TABLE>


                       Loan-to-Value Ratios at Origination
                     of Mortgage Loans in the Mortgage Pool

                                                               Percentage of   
                                                               Mortgage Pool   
                                              Aggregate        by Aggregate    
                            Number of         Scheduled          Scheduled     
                         Mortgage Loans   Principal Balance  Principal Balance 
     Loan-to-Value            As of               As of           As of        
Ratios at Origination*    Cut-Off Date      Cut-Off Date      Cut-Off Date     
- ----------------------    ------------      ------------      ------------     
 50.00% or less........         226           $84,960,461           7.46%    
 50.01% to  60.00%.....         285           152,060,123          13.36     
 60.01% to  70.00%.....         503           293,611,537          25.79     
 70.01% to  80.00%.....         701           353,301,045          31.05     
 80.01% to  90.00%.....         137           103,297,538           9.07     
 90.01% to 100.00%.....          81            58,941,893           5.18     
100.01% or more........          43            40,416,966           3.55     
Unknown................         139            51,729,583           4.54     
                              -----        --------------         -------     
          Total........       2,115        $1,138,319,146         100.00%
                              =====        ==============         =======

         Weighted Average Loan-to-Value Ratio at Origination is 70.98%**

[FN]
- ----------

 * In certain cases,  information as to the value of the Mortgaged  Property was
   not available in the files for the  applicable  Mortgage Loan. In such cases,
   efforts were made to collect such information from other sources.

** Excludes Mortgage Loans with unknown Loan-to-Value Ratios.
[/FN]

 
           Range of Ratios of Current Loan Balance-to-Original Value
                     As of Cut-Off Date in the Mortgage Pool

                                                               Percentage of   
                                                               Mortgage Pool   
                                               Aggregate       by Aggregate    
                              Number of        Scheduled         Scheduled     
                           Mortgage Loans  Principal Balance  Principal Balance
  Ratios of Current Loan        As of             As of            As of  
Balance-to-Original Value*  Cut-Off Date     Cut-Off Date       Cut-Off Date   
- --------------------------  ------------     ------------       ------------   
 50.00% or less...........        594         $159,929,108           14.05%    
 50.01% to  60.00%........        392          208,328,103           18.30     
 60.01% to  70.00%........        511          305,629,391           26.86     
 70.01% to  80.00%........        302          222,450,816           19.54     
 80.01% to  90.00%........        102           89,490,084            7.86     
 90.01% to 100.00%........         37           49,983,250            4.39     
100.01% or more...........         37           40,644,451            3.57     
Unknown...................        140           61,863,943            5.43     
                                -----       --------------          -------    
         Total...........       2,115       $1,138,319,146          100.00%    
                                =====       ==============          =======

    Weighted Average Current Loan Balance-to-Original Value Ratio is 66.34%**

[FN]
- ---------- 

*    In certain cases, information as to the value of the Mortgaged Property was
     not available in the files for the applicable Mortgage Loan. In such cases,
     efforts were made to collect such information from other sources.

**   Excludes Mortgage Loans with unknown Current Loan Balance-to-Original Value
     Ratios.
[/FN]


                        Lien Positions of Mortgage Loans
                              in the Mortgage Pool


                                                              Percentage of
                                                              Mortgage Pool
                                            Aggregate          by Aggregate
                         Number of          Scheduled            Scheduled
                      Mortgage Loans    Principal Balance    Principal Balance
                           As of              As of                As of
Lien Position*         Cut-Off Date       Cut-Off Date         Cut-Off Date
- --------------         ------------       ------------         ------------
First lien**.......         2,016        $1,108,108,024             97.34%
Second lien........            90            26,952,408              2.37
Third lien.........             4             2,947,441              0.26
Not Available......             5               311,273              0.03
                            -----        --------------           -------
          Total....         2,115        $1,138,319,146            100.00%
                            =====        ==============           =======

[FN]
- ----------

*    In certain cases, a title insurance  policy or attorney's title opinion was
     not contained in the applicable Mortgage Loan file. In such cases,  efforts
     were made to determine  the lien  position of such Mortgage Loan from other
     sources in the Mortgage Loan file or elsewhere.

**   Includes  second and third liens with respect to which all senior liens are
     included in the Mortgage Pool.
[/FN]



                                  Property Type
                  of Mortgaged Properties in the Mortgage Pool

                                                                       
                                                                 Percentage of  
                                                                 Mortgage Pool  
                                                 Aggregate       by Aggregate   
                                 Number of       Scheduled         Scheduled    
                              Mortgage Loans Principal Balance Principal Balance
          Type of                 As of             As of           As of 
   Mortgaged Properties        Cut-Off Date    Cut-Off Date      Cut-Off Date   
   --------------------        ------------    ------------      ------------   
Industrial/Warehouse.........        157         $58,530,795           5.14%    
Lodging......................         54          98,610,740           8.66     
Mini Warehouse...............         11          11,190,367           0.98     
Mixed Use Building...........        127          71,011,737           6.24     
Mobile Home Park.............         15           5,703,160           0.50     
Multifamily (5-36 Units).....        766         294,021,402          25.84     
Multifamily (37-200 Units)...        122         167,925,316          14.75     
Multifamily (Over 200 Units).         18          70,561,119           6.20     
Multifamily -- Other.........         35          14,726,603           1.29     
Hospital/Nursing Home........         13           5,932,223           0.52     
School/Religious Building....         53          20,459,377           1.80     
Office.......................        351         117,982,776          10.36     
Retail.......................        267         150,793,151          13.25     
Land/Water Utility...........          2           7,614,741           0.67     
Other Commercial.............        109          40,753,761           3.58     
Not Available................         15           2,501,878           0.22     
                                   -----      --------------         -------    
          Total..............      2,115      $1,138,319,146         100.00%    
                                   =====      ==============         =======    


                             Geographic Distribution
                  of Mortgaged Properties in the Mortgage Pool

                                                                Percentage of  
                                                                Mortgage Pool  
                                            Aggregate           by Aggregate   
                           Number of        Scheduled             Scheduled    
                        Mortgage Loans   Principal Balance    Principal Balance
                            As of             As of                 As of      
     Location            Cut-Off Date      Cut-Off Date         Cut-Off Date   
     --------            ------------      ------------         ------------   
Alabama................        10             $1,405,517             0.12%     
Arizona................        15              8,047,384             0.71     
Arkansas...............         2                 56,077             0.00     
California.............       903            519,543,027            45.67     
Colorado...............        27             10,636,879             0.93     
Connecticut............        10                983,035             0.09     
Delaware...............        16             23,659,617             2.08     
District of Columbia...         3              3,485,685             0.31     
Florida................       125             96,730,564             8.50     
Georgia................        23             13,382,720             1.18     
Illinois...............        12              3,691,284             0.32     
Indiana................         3              4,071,660             0.36     
Kansas.................         8              2,361,986             0.21     
Kentucky...............         1                269,658             0.02     
Louisiana..............        55             15,523,303             1.36     
Maine..................         1                105,627             0.01     
Maryland...............       114             58,676,590             5.15     
Massachusetts..........         5              1,507,325             0.13     
Michigan...............         1                223,056             0.02     
Minnesota..............         1                168,599             0.01     
Mississippi............         9              3,738,980             0.33     
Missouri...............         8              7,103,540             0.62     
Nebraska...............         1                 46,402             0.00     
Nevada.................         1                967,800             0.09     
New Jersey.............        30             25,181,068             2.21     
New Mexico.............         9              4,366,364             0.38     
New York...............        46             19,695,024             1.73     
North Carolina.........        18             13,592,326             1.19     
Ohio...................        47              7,559,198             0.66     
Oklahoma...............        10              3,644,182             0.32     
Oregon.................         8              5,651,312             0.50     
Pennsylvania...........        19              3,455,190             0.30     
Rhode Island...........         3                309,814             0.03     
South Carolina.........         4              1,728,275             0.15     
South Dakota...........         1              2,343,076             0.21     
Tennessee..............         7              4,269,818             0.38     
Texas..................       313            181,373,646            15.93     
Utah...................         4              5,456,453             0.48     
Virginia...............       235             74,811,397             6.57     
Washington.............         3              7,157,066             0.63     
West Virginia..........         2                 53,159             0.00     
Wisconsin..............         1              1,193,534             0.10     
Wyoming................         1                 91,929             0.01     
                            -----         --------------          -------     
          Total........     2,115         $1,138,319,146           100.00%     
                            =====         ==============          =======     


<TABLE>
<CAPTION>

                        County Concentrations (Over 10%)
                     of Mortgage Loans in the Mortgage Pool

                                                                                           Percentage of   
                                                                                           Mortgage Pool   
                                                                       Aggregate           by Aggregate    
                                                    Number of          Scheduled             Scheduled     
                                                 Mortgage Loans    Principal Balance     Principal Balance 
                                                     As of               As of                 As of       
     County Concentration                        Cut-Off Date        Cut-Off Date          Cut-Off Date    
     --------------------                        ------------        ------------          ------------    
<S>                                                  <C>           <C>                       <C>
 Los Angeles County............................        558           $288,945,258             25.38%     
   No Zip Code has a concentration over 1.5%                                                            
 All Other Counties............................      1,557            849,373,888             74.62     
                                                     -----         --------------            -------     
          Total................................      2,115         $1,138,319,146            100.00%     
                                                     =====         ==============            =======     
</TABLE>


<TABLE>
<CAPTION>
               Monthly Payments Delinquent as of the Cut-Off Date
                     of Mortgage Loans in the Mortgage Pool

                                                                                   Percentage of    
                                                                                   Mortgage Pool    
                                                               Aggregate           by Aggregate        
                                             Number of         Scheduled             Scheduled
                                          Mortgage Loans   Principal Balance     Principal Balance             
                                               As of            As of               As of
   Monthly Payments Delinquent             Cut-Off Date      Cut-Off Date        Cut-Off Date                  
   ---------------------------             ------------      ------------        ------------                  
<S>                                           <C>            <C>                    <C>
None (0-29 days past due)...............      2,042          $1,093,749,236          96.08%         
One Payment (30-59 days past due).......         73              44,569,910           3.92         
                                              -----          --------------         -------         
         Total..........................      2,115          $1,138,319,146         100.00%         
                                              =====          ==============         =======         
</TABLE>

 
<TABLE>
<CAPTION>
     Delinquency History for the Past Twelve Months as of the Cut-Off Date
                     of Mortgage Loans in the Mortgage Pool

                                                                                                               Percentage of   
                                                                                                               Mortgage Pool   
                                                                                       Aggregate               by Aggregate    
                                                                   Number of          Scheduled                 Scheduled     
                                                                Mortgage Loans    Principal Balance         Principal Balance 
                                                                    As of              As of                      As of   
                  Delinquency History*                           Cut-Off Date       Cut-Off Date              Cut-Off Date    
                  --------------------                           ------------       ------------              ------------    
<S>                                                                 <C>              <C>                            <C>
No 30 Day or Greater Delinquency in last 12 months...........      1,592             $846,963,236                   74.40%    
 One Payment Delinquent (30-59 days) in last 12 months                                                                       
   1 time 30-day delinquent in last 12 months.................        250             148,557,159                   13.05    
   2 times 30-day delinquent in last 12 months................         62              21,598,766                    1.90    
   More than 2 times 30-day delinquent in last 12                                                                            
     months...................................................         70              47,447,867                    4.17    
 Two Payments Delinquent (60-89 days) in last 12                                                                             
   months**                                                                                                                  
   1 time 60-day delinquent in last 12 months.................         68              25,176,358                    2.21    
   2 times 60-day delinquent in last 12 months................         11               5,958,821                    0.52    
   More than 2 times 60-day delinquent in last 12                                                                            
     months...................................................          8               1,650,764                    0.15    
 Three or more Payments Delinquent (90 days+) in last                                                                        
   12 months**                                                                                                               
   1 time 90-day delinquent in last 12 months.................         36              27,673,476                    2.43    
   2 times 90-day delinquent in last 12 months................         10               6,104,852                    0.54    
   More than 2 times 90-day delinquent in last 12                                                                            
     months...................................................          8               7,187,847                    0.63    
                                                                    -----          --------------                  -------    
          Total...............................................      2,115          $1,138,319,146                  100.00%    
                                                                    =====          ==============                  =======    
<FN>
- ----------
 * Substantially  all of the Mortgage Loans contain a delinquency  history of at
   least twelve months. For Mortgage Loans with a delinquency  history less than
   twelve  months,  it was  assumed  that  the  only  delinquencies  were  those
   occurring in the period for which  information  was available.  Delinquencies
   for Mortgage Loans for any period prior to their modifications  generally are
   not reflected in the table.  Approximately 5.63% of the Mortgage Loans, based
   on the Aggregate  Scheduled Principal Balance as of the Cut-Off Date, did not
   have twelve months of delinquency history and were not modified.

** Approximately  15.08% and 22.62% of the  Mortgage  Loans  included in Two and
   Three  Payments  Delinquent,  respectively,  have  been  modified  since  the
   delinquency.
</FN>
</TABLE>


<TABLE>
<CAPTION>

                 Margins of Mortgage Loans in the Mortgage Pool

                                                                            
                                                                     Percentage of     
                                                                     Mortgage Pool     
                                                  Aggregate          by Aggregate      
                                Number of         Scheduled            Scheduled       
                             Mortgage Loans   Principal Balance    Principal Balance   
                                 As of              As of                As of 
         Margins              Cut-Off Date      Cut-Off Date         Cut-Off Date      
         -------              ------------      ------------         ------------      
<S>                              <C>           <C>                       <C>
Fixed Rate Mortgage Loans...       874           $492,425,279             43.25%      
No Stated Margin............        14              2,506,545              0.03      
Less than Zero..............         4                308,846              0.22      
0.01% to 0.99%..............        14              3,697,304              0.32      
1.00% to 1.99%..............        73             42,291,137              3.72      
2.00% to 2.99%..............       724            464,380,398             40.80      
3.00% to 3.99%..............       368            124,019,944             10.90      
4.00% or more...............        44              8,689,693              0.76      
                                 -----         --------------            ------- 
          Total.............     2,115         $1,138,319,146            100.00%      
                                 =====         ==============            =======      

                        Weighted Average Margin is 2.61%*
<FN>
- ----------

* Excludes Fixed Rate Mortgage Loans.
</FN>
</TABLE>


<TABLE>
<CAPTION>

              Maximum Rates of Mortgage Loans in the Mortgage Pool

                                                                              Percentage of         
                                                                               Mortgage Pool        
                                                           Aggregate           by Aggregate         
                                         Number of         Scheduled             Scheduled          
                                      Mortgage Loans    Principal Balance    Principal Balance      
                                         As of               As of                As of  
       Maximum Rates                  Cut-Off Date        Cut-Off Date         Cut-Off Date         
       -------------                  ------------        ------------         ------------         
<S>                                        <C>           <C>                       <C>

Fixed Rate Mortgage Loans.....               874           $492,425,279             43.25%        
No Maximum Rate...............               253            114,701,688             10.08        
Less than 11.99%..............                 5              2,907,583              0.26        
12.00% to 12.99%..............                46             22,026,303              1.93        
13.00% to 13.99%..............                46             48,329,620              4.25        
14.00% to 14.99%..............               501            319,515,375             28.07        
15.00% to 15.99%..............               134             62,865,501              5.52        
16.00% to 16.99%..............               119             37,639,574              3.31        
17.00% to 17.99%..............                91             26,440,263              2.32        
18.00% to 18.99%..............                39             10,139,875              0.89        
19.00% to 19.99%..............                 7              1,328,085              0.12        
                                           -----         --------------            ------        
          Total...............             2,115         $1,138,319,146            100.00%        
                                           =====         ==============            =======        

                    Weighted Average Maximum Rate is 14.75%*
<FN>

- ----------
* Excludes ARMs with no Maximum Rate and Fixed Rate Mortgage Loans.
</FN>
</TABLE>


<TABLE>
<CAPTION>
           Floor Interest Rates of Mortgage Loans in the Mortgage Pool

                                                                             Percentage of     
                                                                             Mortgage Pool     
                                                         Aggregate           by Aggregate      
                                  Number of              Scheduled             Scheduled       
                               Mortgage Loans        Principal Balance     Principal Balance   
                                    As of                   As of               As of   
   Floor Interest Rates         Cut-Off Date           Cut-Off Date          Cut-Off Date      
   --------------------         ------------           ------------          ------------      
<S>                               <C>                <C>                        <C>
Fixed Rate Mortgage Loans....       874               $492,425,278               43.26%     
No Minimum Rate..............       479                180,737,005               15.88     
Less than 6.00%..............       123                 96,943,063                8.52     
 6.00% to  6.99%.............        95                 66,565,184                5.85     
 7.00% to  7.99%.............       150                 81,989,278                7.20     
 8.00% to  8.99%.............       228                135,512,978               11.90     
 9.00% to  9.99%.............       141                 76,667,744                6.74     
10.00% to 10.99%.............        18                  6,060,845                0.53     
11.00% to 11.99%.............         4                    555,240                0.05     
12.00% to 12.99%.............         2                    716,746                0.06     
13.00% to 13.99%.............         1                    145,785                0.01     
                                  -----              --------------             -------     
             Total...........     2,115              $1,138,319,146             100.00%     
                                  =====              ==============             =======     

                 Weighted Average Floor Interest Rate is 7.45%*
<FN>
- ----------
* Excludes ARMs with no Floor Interest Rate and Fixed Rate Mortgage Loans.
</FN>
</TABLE>


<TABLE>
<CAPTION>
                          Periodic Rate Adjustment Caps
                     of Mortgage Loans in the Mortgage Pool

                                                                             Percentage of     
                                                                             Mortgage Pool     
                                                           Aggregate           by Aggregate      
                                         Number of         Scheduled           Scheduled       
                                      Mortgage Loans   Principal Balance   Principal Balance   
       Periodic Rate                       As of             As of               As of
      Adjustment Caps                  Cut-Off Date      Cut-Off Date        Cut-Off Date      
      ---------------                  ------------      ------------        ------------      
<S>                                       <C>           <C>                      <C>
Fixed Rate Mortgage Loans.........          874           $492,425,279            43.26%       
No Periodic Adjustment Cap........          837            503,735,289            44.26       
Less than 1.00%...................           14              2,665,121             0.23       
1.00% to 1.99%....................          169             76,208,752             6.69       
2.00% to 2.99%....................          188             53,066,394             4.66       
3.00% to 3.99%....................           10              1,666,507             0.15       
4.00% or more.....................           23              8,551,804             0.75       
                                          -----         --------------           -------       
          Total...................        2,115         $1,138,319,146           100.00%       
                                          =====         ==============           =======       

</TABLE>


<TABLE>
<CAPTION>

                          Interest Adjustment Frequency
                     of Mortgage Loans in the Mortgage Pool

                                                                             Percentage of     
                                                                             Mortgage Pool     
                                                         Aggregate           by Aggregate    
                                     Number of           Scheduled             Scheduled       
                                  Mortgage Loans     Principal Balance     Principal Balance   
         Interest                      As of               As of                 As of         
   Adjustment Frequency            Cut-Off Date        Cut-Off Date          Cut-Off Date      
   --------------------            ------------        ------------          ------------      
<S>                                  <C>             <C>                         <C>
Fixed Rate Mortgage Loans...           874             $492,425,279               43.26%
Monthly.....................           569              385,521,936               33.87   
Quarterly...................            10                2,014,794                0.18%       
Semi-Annually...............           214               81,838,301                7.19        
Annually....................           265              100,209,024                8.80        
Two Years...................             7                2,272,805                0.20        
Thirty Months...............             1                   97,475                0.01        
Thirty-five Months..........             1                  908,651                0.08        
Three Years.................            98               33,521,434                2.94        
Five Years..................            13               15,438,953                1.36       
Adjusts with Index..........            63               24,070,494                2.11       
                                     -----           --------------              -------       
          Total.............         2,115           $1,138,319,146              100.00%
                                     =====           ==============              =======
</TABLE>


<TABLE>
<CAPTION>

                          Payment Adjustment Frequency
                     of Mortgage Loans in the Mortgage Pool

                                                                             Percentage of     
                                                                             Mortgage Pool     
                                                         Aggregate           by Aggregate    
                                     Number of           Scheduled             Scheduled       
                                  Mortgage Loans     Principal Balance     Principal Balance   
         Interest                      As of               As of                 As of         
   Adjustment Frequency            Cut-Off Date        Cut-Off Date          Cut-Off Date      
   --------------------            ------------        ------------          ------------      
<S>                                  <C>             <C>                         <C>
Fixed Rate Mortgage Loans...           874             $492,425,290               43.27%
Monthly.....................            10                4,360,521                0.38   
Quarterly...................             1                1,498,015                0.13       
Semi-Annually...............           207               78,232,240                6.87        
Annually....................           831              491,075,996               43.14        
Two Years...................             7                2,272,805                0.20        
Thirty Months...............             1                   97,475                0.01        
Thirty-five Months..........             1                  908,651                0.08        
Three Years.................            98               33,521,434                2.94        
Five Years..................            21               15,944,331                1.40       
Fixed Payment                           22                3,247,972                0.29
Adjusts with Index..........            42               14,734,426                1.29       
                                     -----           --------------              -------       
          Total.............         2,115           $1,138,319,146              100.00%
                                     =====           ==============              =======
</TABLE>


<TABLE>
<CAPTION>
                                     Indexes
                     of Mortgage Loans in the Mortgage Pool
                                                                                                        

                                                                                                             Percentage of       
                                                                                                             Mortgage Pool     
                                                                                        Aggregate            by Aggregate      
                                                                  Number of             Scheduled              Scheduled       
                                                               Mortgage Loans       Principal Balance      Principal Balance   
                                                                    As of                As of                   As of    
                     Indexes                                    Cut-Off Date          Cut-Off Date           Cut-Off Date      
                     -------                                    ------------          ------------           ------------      
<S>                                                                <C>             <C>                         <C>
Fixed Rate Mortgage Loans...........................                 874             $492,425,281                43.27%
Treasury - 5 Year Bond Rate.........................                   1                  432,043                 0.04
COFI 9th District Dallas............................                   1                   26,979                 0.00
COFI 11th District Weighted Average.................                 448              287,353,341                25.24
COFI 4th District Atlanta...........................                   2                  217,125                 0.02
COFI 5th District Cincinnati 3 Year                                                                                   
  Borrowing.........................................                   1                  300,000                 0.03
FHLB 3 Year Advance Rate Pittsburgh.................                   1                1,452,398                 0.13
FHLB 3 Year Fixed Advance Rate Dallas...............                   1                  800,320                 0.07
FHLB 5 Year Advance Rate Atlanta....................                   1                5,690,135                 0.50
FHLB 5th District COFI..............................                   2                  150,564                 0.01
FHLB Advance Rate...................................                  22                2,459,494                 0.22
FHLB Contract.......................................                   1                   51,829                 0.00
FHLMC 30 Year Mortgage Commitment...................                   1                  184,941                 0.02
LIBOR 1 Month.......................................                 268              173,414,161                15.23
LIBOR 1 Year........................................                  19               14,663,993                 1.29
LIBOR 6 Month.......................................                  42               24,074,984                 2.11
National Average of Lenders -- FHLB (Previously                                                                       
  Occupied Homes)...................................                  33                3,245,824                 0.29
PRIME Bank of Boston................................                   1                   38,860                 0.00
PRIME Frost National Bank...........................                   3                  552,597                 0.05
PRIME Mercantile Safe Deposit & Trust,                                                                                
  Maryland..........................................                   4                9,867,148                 0.87
PRIME As Stated In Wall Street Journal..............                  63               18,601,896                 1.63
PRIME Bank One of Dallas............................                   1                   20,753                 0.00
PRIME Chase Manhattan Bank..........................                   8                2,403,590                 0.21
PRIME Chemical Bank of New York.....................                   1                   69,609                 0.01
PRIME Citibank......................................                  10                5,846,146                 0.51
PRIME Nationsbank...................................                   1                   51,950                 0.00
Treasury - 1 Year Monthly Average...................                   5                2,781,004                 0.24
Treasury - 1 Year Weekly Average....................                 150               43,891,431                 3.86
Treasury - 1 Year Auction Yield.....................                   1                   86,796                 0.01
Treasury - 1 Year T-Bill 6 Month Average............                   9                2,670,905                 0.23
Treasury - 13 Week T-Bill...........................                   1                  144,855                 0.01
Treasury - 2 Year Constant Maturity.................                   3                1,669,593                 0.15
Treasury - 26 Week T-Bill Weekly Average............                   5                  553,592                 0.05
Treasury - 3 Year Monthly Average...................                   2                1,055,589                 0.09
Treasury - 3 Year Weekly Average....................                  83               26,311,789                 2.31
Treasury - 5 Year Weekly Average....................                  12                7,057,234                 0.62
Treasury - 6 Month Constant Maturity................                   1                   97,475                 0.01
Treasury - 6 Month Monthly Average..................                   3                  522,053                 0.05
Treasury - 91 Day T-Bill............................                   9                  584,218                 0.05
Weighted Average COFI for CA Members of                                                                               
  SF FHLB...........................................                  21                6,496,651                 0.57
                                                                   -----           --------------               -------  
          Total.....................................               2,115           $1,138,319,146               100.00%
                                                                   =====           ==============               =======
</TABLE>


                        Loans with Potential for Negative
                        Amortization in the Mortgage Pool

                                                               Percentage of  
                                                               Mortgage Pool  
                                               Aggregate       by Aggregate   
                               Number of       Scheduled         Scheduled    
                            Mortgage Loans  Principal Balance Principal Balance
                                 As of            As of            As of      
  Negative Amortization      Cut-Off Date     Cut-Off Date      Cut-Off Date  
  ---------------------      ------------     ------------      ------------  

Negative Amortization.....         603          $405,116,091         35.59%    
No Negative Amortization..       1,512           733,203,055         64.41     
                                 -----        --------------        -------    
          Total...........       2,115        $1,138,319,416        100.00%    
                                 =====        ==============        =======   


<TABLE>
<CAPTION>
      Loans-to-Facilitate and Modified Mortgage Loans in the Mortgage Pool

                                                                                                      Percentage of      
                                                                                                      Mortgage Pool      
                                                                               Aggregate              by Aggregate       
                                                       Number of               Scheduled                Scheduled        
                                                    Mortgage Loans         Principal Balance        Principal Balance    
                                                         As of                  As of                     As of      
Loans-to-Facilitate and Modified Mortgage Loans      Cut-Off Date            Cut-Off Date             Cut-Off Date       
- -----------------------------------------------      ------------            ------------             ------------       
<S>                                                      <C>                 <C>                          <C>
Loans-to-Facilitate (Seller - Originated                                                                                 
  Loans)(1).......................................         267                 $221,004,237                19.41%         
Loans-to-Facilitate (Non-RTC)(2)..................          57                   36,448,641                 3.20         
Affordable Housing Disposition Program                                                                                   
  (Seller - Originated Loans)(3)..................          79                   74,229,276                 6.52         
Affordable Housing Disposition Program                                                                                   
  (Non-RTC)(4)....................................           1                    1,398,635                 0.12         
Modified Mortgage Loans(5)........................         146                  142,722,624                12.54         
Not Applicable....................................       1,565                  662,515,733                58.21         
                                                         -----                  -----------                -----         
          Total...................................       2,115               $1,138,319,146               100.00%         
                                                         =====               ==============               =======         
<FN>
- ----------

(1) Loans originated by an RTC institution to facilitate the sale of REO.

(2) Loans originated by a non-RTC institution to facilitate the sale of REO.

(3) Loans originated by an RTC institution to facilitate the sale of multifamily
    REO under the Affordable Housing Disposition Program Guidelines.

(4) Loans  originated  by a  non-RTC  institution  to  facilitate  the  sale  of
    multifamily REO under the Affordable Housing Disposition Program Guidelines.

(5) Loans which the Seller  believes have  substantially  modified  terms due to
    default,  reasonable likelihood of default,  workout or other credit related
    reasons.
</FN>
</TABLE>
<PAGE>


                                   EXHIBIT F 



                      Mortgage Loans in Southern California

                            Distribution of Mortgage
                       Loan Groups in Southern California

                                 Multifamily
                                 -----------
                                                             Percentage of
                                                             Southern
                                                             California
                                                             Multifamily
                                        Aggregate            by Aggregate
                        Number of       Scheduled            Scheduled
                        Mortgage        Principal Balance    Principal Balance
                        Loans As of     As of                As of
                        Cut-Off Date    Cut-Off Date         Cut-Off Date
                        ------------    ------------         ------------
Mortgage Loan Group
  1.....................    267          $163,711,906           51.11%
Mortgage Loan Group
  2.....................    233           131,601,998           41.08
Mortgage Loan Group
  3.....................     37            23,452,304            7.32
Mortgage Loan Group
  4.....................      7             1,558,568            0.49
                            ---          ------------          ------ 
         Total......        544          $320,324,776          100.00%
                            ===          ============         =======



                                  Commercial
                                  ----------
                                                             
                                                             Percentage of
                                                             Southern
                                                             California
                                                             Commercial
                                        Aggregate            by Aggregate
                        Number of       Scheduled            Scheduled
                        Mortgage        Principal Balance    Principal Balance
                        Loans As of     As of                As of
                        Cut-Off Date    Cut-Off Date         Cut-Off Date
                        ------------    ------------         ------------
Mortgage Loan Group
  1..................          0                    $0          0.00%
Mortgage Loan Group
  2..................          0                     0          0.00
Mortgage Loan Group
  3..................        164            93,229,481         90.03
Mortgage Loan Group
  4..................         26            10,325,558          9.97
                             ---          ------------        -------
         Total.......        190          $103,555,039        100.00%
                             ===          ============        ========





                                    Total
                                     -----

                                                                   
                                                             Percentage of
                                                             Total Southern
                                                             California
                                        Aggregate            by Aggregate
                        Number of       Scheduled            Scheduled
                        Mortgage        Principal Balance    Principal Balance
                        Loans As of     As of                As of
                        Cut-Off Date    Cut-Off Date         Cut-Off Date
                        ------------    ------------         ------------
Mortgage Loan Group
  1....................       267        $163,711,906           38.62%
Mortgage Loan Group
  2....................       233         131,601,998           31.05
Mortgage Loan Group
  3....................       201         116,681,785           27.53
Mortgage Loan Group
  4....................        33          11,884,126            2.80
                              ---        ------------          ------
         Total.........       734        $423,879,815          100.00%
                              ===        ============          =======





                              County Concentrations
                    of Mortgage Loans in Southern California

                                 Multifamily
                                 -----------
                                                             Percentage of
                                                             Southern
                                                             California
                                                             Multifamily
                                        Aggregate            by Aggregate
                        Number of       Scheduled            Scheduled
                        Mortgage        Principal Balance    Principal Balance
                        Loans As of     As of                As of
County Concentration    Cut-Off Date    Cut-Off Date         Cut-Off Date
- --------------------    ------------    ------------         ------------
Los Angeles ..            435          $230,754,130             72.04%
Orange .......             40            35,047,301             10.94
Riverside ....              7             2,820,949              0.88
San Bernardino             12            11,529,326              3.60
San Diego ....             49            39,372,984             12.29
Ventura ......              1               800,086              0.25
                          ---          ------------            ------
         Total            544          $320,324,776            100.00%
                          ===          ============            ======
 
                                 Commercial
                                 ----------
                                                             
                                                             Percentage of
                                                             Southern
                                                             California
                                                             Commercial
                                        Aggregate            by Aggregate
                        Number of       Scheduled            Scheduled
                        Mortgage        Principal Balance    Principal Balance
                        Loans As of     As of                As of
County Concentration    Cut-Off Date    Cut-Off Date         Cut-Off Date
- --------------------    ------------    ------------         ------------
Los Angeles..........     120           $57,342,517            55.37%
Orange...............      31            14,183,576            13.70
Riverside............       3             1,219,002             1.18
San Bernardino.......      12            11,095,451            10.71
San Diego............      23            18,337,111            17.71
Ventura..............       1             1,377,382             1.33
                          ---           -----------           ------
         Total.......     190          $103,555,039           100.00%
                          ===          ============           ======





                                     Total
                                     -----
                                                              Percentage of
                                                              Total Southern
                                                              California
                                            Aggregate         by Aggregate
                             Number of      Scheduled         Scheduled
                             Mortgage       Principal Balance Principal Balance
                             Loans As of    As of             As of
County Concentration         Cut-Off Date   Cut-Off Date      Cut-Off Date
- --------------------         ------------   ------------      ------------
Los Angeles..........          555         $288,096,647          67.98%
Orange...............           71           49,230,877          11.61
Riverside............           10            4,039,951           0.95
San Bernardino.......           24           22,624,777           5.34
San Diego............           72           57,710,095          13.61
Ventura..............            2            2,177,468           0.51
                               ---           ----------           ----
         Total.......          734          $423,879,815        100.00%
                               ===          ============        ====== 





                        Zip Code (Over 2%) Concentrations
                    of Mortgage Loans in Southern California

                                 Multifamily
                                 -----------
                                                             Percentage of
                                                             Southern
                                                             California
                                                             Multifamily
                                         Aggregate           by Aggregate
                          Number of      Scheduled           Scheduled
                          Mortgage       Principal Balance   Principal Balance
                          Loans As of    As of               As of
  Zip Code                Cut-Off Date   Cut-Off Date        Cut-Off Date
  --------                ------------   ------------        ------------
90006 - Los Angeles.....    0             $0                      0.00%
90019 - Los Angeles.....   15              7,592,764              2.37
90027 - Los Angeles.....   14              9,558,183              2.98
90028 - Los Angeles.....    8             10,765,763              3.36
90068 - Los Angeles.....    0                      0              0.00
90706 - Bellflower......    9             13,845,799              4.32
91355 - Valencia........    0                      0              0.00
91401 - Van Nuys........   12              6,594,218              2.06
91763 - Montclair.......    0                      0              0.00
92040 - Lakeside........    2              6,561,378              2.05
92117 - San Diego.......    3             11,211,057              3.50
All Other Zip Codes.....  481            254,195,614             79.36
                          ---            -----------             -----
         Total..........  544           $320,324,776           100.00%
                          ===           ============           ====== 
       



                                   Commercial
                                   ----------
                                                              Percentage of
                                                              Southern
                                                              California
                                                              Commercial
                                          Aggregate           by Aggregate
                           Number of      Scheduled           Scheduled
                           Mortgage       Principal Balance   Principal Balance
                           Loans As of    As of               As of
     Zip Code              Cut-Off Date   Cut-Off Date        Cut-Off Date
    --------               -----------    ------------        ------------
90006 - Los Angeles.....      2            $3,990,173              3.85%
90019 - Los Angeles.....      0                     0              0.00
90027 - Los Angeles.....      0                     0              0.00
90028 - Los Angeles.....      0                     0              0.00
90068 - Los Angeles.....      1            10,643,101             10.28
90706 - Bellflower......      0                     0              0.00
91355 - Valencia........      1             4,275,526              4.13
91401 - Van Nuys........      0                     0              0.00
91763 - Montclair.......      1             4,203,699              4.06
92040 - Lakeside........      0                     0              0.00
92117 - San Diego.......      0                     0              0.00
All Other Zip Codes.....     185           80,442,540             77.68
                             ---            ----------             -----
         Total..........     190         $103,555,039            100.00%
                             ===           ============           ====== 
                         





                                 Total
                                 -----
                                                              Percentage of
                                                              Total Southern
                                                              California
                                           Aggregate          by Aggregate
                            Number of      Scheduled          Scheduled
                             Mortgage      Principal Balance  Principal Balance
                           Loans As of     As of              As of
     Zip Code             Cut-Off Date     Cut-Off Date       Cut-Off Date
     --------             ------------     ------------       ------------
90006 - Los Angeles....       0                   $0            0.00%
90019 - Los Angeles....       0                    0            0.00
90027 - Los Angeles....      15            9,776,053            2.31
90028 - Los Angeles....       9           11,400,800            2.69
90068 - Los Angeles....       3           11,182,021            2.64
90706 - Bellflower.....       9           13,845,799            3.27
91355 - Valencia.......       0                    0            0.00
91401 - Van Nuys.......       0                    0            0.00
91763 - Montclair......       0                    0            0.00
92040 - Lakeside.......       0                    0            0.00
92117 - San Diego......       4           11,946,238            2.82
All Other Zip Codes....     694          365,728,904           86.27
                            ---          -----------           -----
         Total.........     734         $423,879,815          100.00%
                            ===         ============          =======





                   Distribution of Original Principal Balances
                    of Mortgage Loans in Southern California

                                   Multifamily
                                   -----------
                                                               Percentage of
                                                               Southern
                                                               California
                                                               Multifamily
                                             Aggregate         by Aggregate
                                Number of    Scheduled         Scheduled
                                Mortgage     Principal Balance Principal Balance
                                Loans As of  As of             As of
 Original Principal Balances    Cut-Off Date Cut-Off Date      Cut-Off Date
 ---------------------------    -----------  -----------       ------------
$    50,000 or less.............       2          $50,583          0.02%
$    50,001 to $   100,000......      16          909,430          0.28
$   100,001 to $   200,000......      46        6,335,015          1.98
$   200,001 to $   400,000......     210       59,934,978         18.71
$   400,001 to $   600,000......     119       55,793,609         17.42
$   600,001 to $   800,000......      55       36,229,338         11.31
$   800,001 to $ 1,000,000......      29       25,120,593          7.84
$ 1,000,001 to $ 2,000,000......      47       63,311,123         19.76
$ 2,000,001 to $ 3,000,000......      10       25,196,371          7.87
$ 3,000,001 to $ 4,000,000......       4       11,554,423          3.61
$ 4,000,001 to $ 5,000,000......       1        4,716,516          1.47
$ 5,000,001 to $10,000,000......       4       21,038,437          6.57
$10,000,001 or more.............       1       10,134,360          3.16
                                     ---       ----------          ----
         Total..................     544     $320,324,776        100.00%
                                     ===     ============       =======
Average Original Principal
Balance is.....................                  $652,928





                                   Commercial
                                   ----------
                                                              Percentage of
                                                              Southern
                                                              California
                                               Aggregate      Commercial
                                               Scheduled      by Aggregate
                                Number of      Principal      Scheduled
                                Mortgage       Balance        Principal Balance
                                Loans As of    As of          As of
   Original Principal Balances  Cut-Off Date   Cut-Off Date   Cut-Off Date
   ---------------------------  ------------   ------------   ------------
$    50,000 or less.............   0                 $0           0.00%
$    50,001 to $   100,000......   8            514,916           0.50
$   100,001 to $   200,000......  38          5,139,959           4.96
$   200,001 to $   400,000......  51         12,253,343          11.83
$   400,001 to $   600,000......  40         18,562,312          17.93
$   600,001 to $   800,000......  14          8,780,905           8.48
$   800,001 to $ 1,000,000......  16         13,946,606          13.47
$ 1,000,001 to $ 2,000,000......  16         17,156,734          16.57
$ 2,000,001 to $ 3,000,000......   1          1,981,828           1.91
$ 3,000,001 to $ 4,000,000......   1          1,465,279           1.41
$ 4,000,001 to $ 5,000,000......   3         12,263,369          11.84
$ 5,000,001 to $10,000,000......   1            846,687           0.82
$10,000,001 or more.............   1         10,643,101          10.28
                                 ---         ----------          -----
         Total.................. 190       $103,555,039         100.00%
                                 ===       ============        ====== 
Average Original Principal 
Balance is....                                $647,073





                                      Total
                                      -----
                                                              Percentage of
                                                              Total Southern
                                               Aggregate      California
                                               Scheduled      by Aggregate
                                Number of      Principal      Scheduled
                                Mortgage       Balance        Principal Balance
                                Loans As of    As of          As of
   Original Principal Balances  Cut-Off Date   Cut-Off Date   Cut-Off Date
   ---------------------------  ------------   ------------   ------------ 
$    50,000 or less............    2            $50,583              0.01%
$    50,001 to $   100,000.....   24          1,424,346              0.34
$   100,001 to $   200,000.....   84         11,474,974              2.71
$   200,001 to $   400,000.....  261         72,188,321             17.03
$   400,001 to $   600,000.....  159         74,355,920             17.54
$   600,001 to $   800,000.....   69         45,010,243             10.62
$   800,001 to $ 1,000,000.....   45         39,067,199              9.22
$ 1,000,001 to $ 2,000,000.....   63         80,467,857             18.98
$ 2,000,001 to $ 3,000,000.....   11         27,178,199              6.41
$ 3,000,001 to $ 4,000,000.....    5         13,019,702              3.07
$ 4,000,001 to $ 5,000,000.....    4         16,979,885              4.01
$ 5,000,001 to $10,000,000.....    5         21,885,124              5.16
$10,000,001 or more............    2         20,777,461              4.90
                                   -         ----------              ----
         Total.................  734       $423,879,815            100.00%
                                 ===       ============           =======
Average Original Principal 
Balance is... .................                $651,412





       Distribution of Scheduled Principal Balances as of the Cut-Off Date
                    of Mortgage Loans in Southern California

                                   Multifamily
                                   -----------
                                                               Percentage of
                                                               Southern
                                                               California
                                                               Multifamily
                                            Aggregate          by Aggregate
                              Number of     Scheduled          Scheduled
       Scheduled              Mortgage      Principal Balance  Principal Balance
   Principal Balances         Loans As of   As of              As of
   as of Cut-Off Date         Cut-Off Date  Cut-Off Date       Cut-Off Date
   ------------------         ------------  ------------       ------------
$    50,000 or less...........   11          $445,444               0.14%
$    50,001 to $  100,000.....   17         1,339,597               0.42
$   100,001 to $  200,000.....   54         8,557,771               2.67
$   200,001 to $  400,000.....  201        59,995,847              18.73
$   400,001 to $  600,000.....  113        54,140,861              16.90
$   600,001 to $  800,000.....   58        39,449,107              12.32
$   800,001 to $ 1,000,000....   26        23,342,356               7.29
$ 1,000,001 to $ 2,000,000....   45        62,375,078              19.47
$ 2,000,001 to $ 3,000,000....   10        25,322,099               7.91
$ 3,000,001 to $ 4,000,000....    4        12,858,893               4.01
$ 4,000,001 to $ 5,000,000....    2         9,662,823               3.02
$ 5,000,001 to $10,000,000....    2        12,700,540               3.96
$10,000,001 or more...........    1        10,134,360               3.16
                                ---        ----------               ----
         Total................  544      $320,324,776             100.00%
                                ===      ============             ====== 
Average Scheduled Principal 
Balance as of the Cut-Off 
Date is.......................              $588,832





                                   Commercial
                                   ----------
                                                               Percentage of
                                                               Southern
                                                               California
                                                               Commercial
                                            Aggregate          by Aggregate
                           Number of        Scheduled          Scheduled
 Scheduled                 Mortgage         Principal Balance  Principal Balance
 Principal Balances        Loans As of      As of              As of
 as of Cut-Off Date        Cut-Off Date     Cut-Off Date       Cut-Off Date
 ------------------        ------------     ------------       ------------
$    50,000 or less...........    3               $90,857            0.09%
$    50,001 to $  100,000.....   14             1,099,641            1.06
$   100,001 to $  200,000.....   40             6,024,558            5.82
$   200,001 to $  400,000.....   45            12,248,511           11.83
$   400,001 to $  600,000.....   41            20,213,802           19.51
$   600,001 to $  800,000.....   13             9,087,484            8.78
$   800,001 to $ 1,000,000....   17            15,194,327           14.67
$ 1,000,001 to $ 2,000,000....   13            16,689,390           16.12
$ 2,000,001 to $ 3,000,000....    0                     0               0
$ 3,000,001 to $ 4,000,000....    1             3,784,143            3.65
$ 4,000,001 to $ 5,000,000....    2             8,479,225            8.19
$ 5,000,001 to $10,000,000....    0                     0               0
$10,000,001 or more...........    1            10,643,101           10.28
                                ---           -----------          ------
         Total................  190          $103,555,039          100.00%
                                ===          ============          ====== 
Average Scheduled Principal
Balance as of the Cut-Off
Date is.......................                   $545,027





                                      Total
                                      -----

                                                             Percentage of
                                                             Total Southern
                                                             California
                                           Aggregate         by Aggregate
                             Number of     Scheduled         Scheduled
  Scheduled                  Mortgage      Principal Balance Principal Balance
  Principal Balances         Loans As of   As of             As of
  as of Cut-Off Date         Cut-Off Date  Cut-Off Date      Cut-Off Date
  ------------------         ------------  ------------      ------------
$    50,000 or less............   14          $536,301             0.13%
$    50,001 to $  100,000......   31         2,439,238             0.58
$   100,001 to $  200,000......   94        14,582,329             3.44
$   200,001 to $  400,000......  246        72,244,358            17.04
$   400,001 to $  600,000......  154        74,354,663            17.54
$   600,001 to $  800,000......   71        48,536,591            11.45
$   800,001 to $ 1,000,000.....   43        38,536,683             9.09
$ 1,000,001 to $ 2,000,000.....   58        79,064,468            18.65
$ 2,000,001 to $ 3,000,000.....   10        25,322,099             5.97
$ 3,000,001 to $ 4,000,000.....    5        16,643,036             3.93
$ 4,000,001 to $ 5,000,000.....    4        18,142,048             4.28
$ 5,000,001 to $10,000,000.....    2        12,700,540             3.00
$10,000,001 or more............    2        20,777,461             4.90
                                 ---       -----------           ------
         Total.................  734      $423,879,815           100.00%
                                 ===      ============           ====== 
Average Scheduled Principal
Balance as of the Cut-Off
Date is........................              $577,493





                        Original Terms to Stated Maturity
                    of Mortgage Loans in Southern California*

                                   Multifamily
                                   -----------
                                                               Percentage of
                                                               Southern
                                                               California
                                                               Multifamily
                                            Aggregate          by Aggregate
                            Number of       Scheduled          Scheduled
Original Number             Mortgage        Principal Balance  Principal Balance
of Years to                 Loans As of     As of              As of
Stated Maturity             Cut-Off Date    Cut-Off Date       Cut-Off Date
- ---------------            ------------     ------------       ------------
 5 years or less...........    9             $3,493,814           1.09%
 5+ to  7 years............    6             12,666,748           3.95
 7+ to 10 years............   39             26,250,667           8.20
10+ to 15 years............  145            101,861,199          31.80
15+ to 20 years............    6              3,059,328           0.96
20+ to 30 years............  335            172,524,882          53.85
30 years or more...........    4                468,138           0.15
                             ---            ----------          ------
         Total.............  544           $320,324,776         100.00%
                             ===           ============         ====== 
Weighted Average Original 
Term to Stated Maturity is..                                22.1 years





                                   Commercial
                                   ----------
                                                              Percentage of
                                                              Southern
                                                              California
                                                              Commercial
                                      Aggregate               by Aggregate
                      Number of       Scheduled               Scheduled
Original Number       Mortgage        Principal Balance       Principal Balance
of Years to           Loans As of     As of                   As of
Stated Maturity       Cut-Off Date    Cut-Off Date            Cut-Off Date
- ---------------       ------------    ------------            ------------
 5 years or less....      6            $1,522,480                1.47%
 5+ to  7 years.....      9             4,384,144                4.23
 7+ to 10 years.....     63            42,410,487               40.95
10+ to 15 years.....     28            16,153,495               15.60
15+ to 20 years.....      6             2,811,664                2.72
20+ to 30 years.....     77            35,753,643               34.53
30 years or more....      1               519,126                0.50
                        ---           -----------              -------
         Total......    190          $103,555,039              100.00%
                        ===          ============              ====== 
Weighted Average Original
Term to Stated Maturity is..                                17.5 years





                                      Total
                                      -----
                                                               Percentage of
                                                               Total Southern
                                                               California
                                            Aggregate          by Aggregate
                            Number of       Scheduled          Scheduled
Original Number             Mortgage        Principal Balance  Principal Balance
of Years to                 Loans As of     As of              As of
Stated Maturity             Cut-Off Date    Cut-Off Date       Cut-Off Date
- ---------------             ------------    ------------       ------------
 5 years or less...........   15             $5,016,294           1.18%
 5+ to  7 years............   15             17,050,892           4.02
 7+ to 10 years............  102             68,661,154          16.20
10+ to 15 years............  173            118,014,694          27.84
15+ to 20 years............   12              5,870,992           1.39
20+ to 30 years............  412            208,278,525          49.14
30 years or more...........    5                987,264           0.23
                             ---            -----------        -------
          Total............. 734           $423,879,815        100.00%
                             ===           ============        ====== 
Weighted Average Original
Term to Stated Maturity is.                                 21.0 years
- ----------
* Without giving effect to any modification or extension of maturity date.





                      Remaining Terms to Stated Maturity of
                  Balloon Mortgage Loans in Southern California

                                   Multifamily
                                   -----------
                                                         Percentage of
                                                         Balloon Mortgage
                                    Aggregate            Loans in Southern
                      Number of     Scheduled            California Multifamily
                      Mortgage      Principal Balance    by Aggregate Scheduled
 Years Remaining      Loans As of   As of                Principal Balance As of
 as of Cut-Off Date   Cut-Off Date  Cut-Off Date         Cut-Off Date           
 ------------------   ------------  ------------         -----------------------
 1 year or less......     1           $291,615                 0.37%
 1+ to  2 years......     3         11,169,873                14.18
 2+ to  3 years......     1          4,946,307                 6.28
 3+ to  4 years......     0                  0                 0.00
 4+ to  5 years*.....     2          4,749,076                 6.03
 5+ to 10 years......    25         25,013,681                31.74
10+ to 15 years......    33         30,458,193                38.65
15+ to 20 years......     3          1,893,094                 2.40
20+ to 30 years......     1            273,972                 0.35
                         --         ----------               ------
     Total...........    69        $78,795,811               100.00%
                         ==        ===========               ====== 
Weighted Average
Remaining Term to
Stated Maturity is..                                      8.4 years





                                   Commercial
                                   ----------
                                                         Percentage of
                                                         Balloon Mortgage
                                     Aggregate           Loans in Southern
                       Number of     Scheduled           California Commercial
                       Mortgage      Principal Balance   by Aggregate Scheduled
 Years Remaining       Loans As of   As of               Principal Balance As of
 as of Cut-Off Date    Cut-Off Date  Cut-Off Date        Cut-Off Date
 ------------------    ------------  ------------        ------------
 1 year or less.......      6        $1,951,020                 3.04%
 1+ to  2 years.......      2           820,535                 1.28
 2+ to  3 years.......      11       10,201,415                15.87
 3+ to  4 years.......      2        11,234,018                17.48
 4+ to  5 years*......     25         8,767,079                13.64
 5+ to 10 years.......     46        26,440,058                41.12
10+ to 15 years.......      3         3,827,313                 5.95
15+ to 20 years.......      1         1,040,780                 1.62
20+ to 30 years.......      0                 0                 0.00
                            -                 -                 ----
         Total........     96       $64,282,218               100.00%
                           ==       ===========               ====== 
Weighted Average 
Remaining Term to
Stated Maturity is...                                      5.6 years





                                      Total
                                      -----
                                                         Percentage of
                                                         Balloon Mortgage
                                      Aggregate          Loans in Total
                       Number of      Scheduled          Southern California
                       Mortgage       Principal Balance  by Aggregate Scheduled
Years Remaining        Loans As of    As of              Principal Balance As of
as of Cut-Off Date     Cut-Off Date   Cut-Off Date       Cut-Off Date
- ------------------     ------------   ------------       ------------
 1 year or less.......     7           $2,242,635              1.57%
 1+ to  2 years.......     5           11,990,408              8.38
 2+ to  3 years.......    12           15,147,722             10.59
 3+ to  4 years.......     2           11,234,018              7.85
 4+ to  5 years*......    27           13,516,155              9.45
 5+ to 10 years.......    71           51,453,739             35.96
10+ to 15 years.......    36           34,285,506             23.96
15+ to 20 years.......     4            2,933,874              2.05
20+ to 30 years.......     1              273,972              0.19
                           -              -------              ----
         Total........   165         $143,078,029            100.00%
                         ===         ============            ====== 
Weighted Average 
Remaining Term to
Stated Maturity is....                                    7.2 years
- ----------
* Includes Matured Performing interest only Balloon Mortgage Loans.





                      Remaining Terms to Stated Maturity of
             Fully Amortizing Mortgage Loans in Southern California

                                   Multifamily
                                   -----------

                                     Aggregate      Percentage of Fully
                                     Scheduled      Amortizing Mortgage Loans
                    Number of        Principal      in Southern California
Years Remaining     Mortgage Loans   Balance        Multifamily by Aggregate
as of Cut-Off       As of Cut-Off    As of          Scheduled Principal Balance
Date*               Date             Cut-Off Date   As of Cut-Off Date
- --------------      ------------     ------------    ------------------
 5 years or
  less.............    1                $52,563            0.02%
 5+ to 10 
  years............    7                508,080            0.21
10+ to 15
  years............   15              2,126,548            0.88
15+ to 20
  years............   12              1,460,337            0.60
20+ to 30
  years............   440           237,381,437           98.29
                      ---           -----------           -----
         Total.....   475          $241,528,965          100.00%
                      ===          ============          ======
Weighted Average
Remaining Term
to Stated
Maturity is........                                     25.8 years





                                   Commercial
                                   ----------
                                                     Percentage of Fully
                                  Aggregate          Amortizing Mortgage Loans
                   Number of      Scheduled          in Southern California
Years Remaining    Mortgage       Principal Balance  Commercial by Aggregate
as of Cut-Off      Loans As of    As of              Scheduled Principal Balance
Date*              Cut-Off Date   Cut-Off Date       As of Cut-Off Date
- -----              ------------   ------------       ------------------
 5 years or
  less...........     5              $581,381                 1.48%
 5+ to 10
  years..........     7             1,356,930                 3.46
10+ to 15 
  years..........     2             1,018,078                 2.59
15+ to 20 
  years..........    32            12,128,617                30.88
20+ to 30
  years..........    48            24,187,815                61.59
                     --            ----------                -----
         Total...    94           $39,272,821               100.00%
                     ==           ===========               ====== 
Weighted Average
Remaining Term
to Stated
Maturity is......                                        21.0 years





                                      Total
                                      -----

                                                       Percentage of Fully
                                    Aggregate          Amortizing Mortgage Loans
                   Number of        Scheduled          in Southern California
Years Remaining    Mortgage         Principal Balance  by Aggregate Scheduled
as of Cut-Off      Loans As of      As of              Principal Balance
Date*              Cut-Off Date     Cut-Off Date       As of Cut-Off Date
- -----              ------------     ------------       ------------------
 5 years or
  less...........     6                $633,944               0.23%
 5+ to 10 
  years..........    14               1,865,010               0.66
10+ to 15
  years..........    17               3,144,626               1.12
15+ to 20  
  years..........    44              13,588,954               4.84
20+ to 30
  years..........   488             261,569,252              93.15
                    ---             -----------              -----
         Total...   569            $280,801,786             100.00%
                    ===            ============             ====== 
                      
Weighted Average
Remaining Term
to Stated
Maturity is.......                                      25.1 years
- ----------

* Includes  Fully  Amortizing  Matured  Performing  Mortgage  Loans and  Balloon
Mortgage Loans secured by Mortgaged Properties in Los Angeles County, California
that will be extended to be fully amortizing.





                           Seasoning of Mortgage Loans
                             in Southern California

                                   Multifamily
                                   -----------
                                                              Percentage of
                                                              Southern
                                                              California
                                                              Multifamily
                                         Aggregate            by Aggregate
                        Number of        Scheduled            Scheduled
Number of Years         Mortgage         Principal Balance    Principal Balance
as of Cut-Off           Loans As of      As of                As of
Date ----------         Cut-Off Date     Cut-Off Date         Cut-Off Date
- ---------------         ------------     ------------         ------------
1 year or less.......           4          $4,694,038             1.47%
1+ to  2 years.......          18           8,176,199             2.55
2+ to  3 years.......         164         112,452,810            35.11
3+ to  4 years.......          41          25,617,919             8.00
4+ to  5 years.......         119          62,714,404            19.58
5+ to  6 years.......          81          51,969,196            16.22
6+ to  7 years.......          21          14,199,224             4.43
7+ to  8 years.......          31          28,010,811             8.74
8+ to  9 years.......          20           5,363,115             1.67
9+ to 10 years.......          11           3,070,254             0.96
Over 10 years........          34           4,056,806             1.27
                               --           ---------             ----
         Total.......         544        $320,324,776           100.00%
                              ===        ============           ====== 
Weighted Average 
Seasoning is.........                                       4.40 years
 




                                   Commercial
                                   ----------
                                                               Percentage of
                                                               Southern
                                                               California
                                                               Commercial
                                            Aggregate          by Aggregate
                          Number of         Scheduled          Scheduled
Number of Years           Mortgage          Principal Balance  Principal Balance
as of Cut-Off             Loans As of       As of              As of
Date ---------            Cut-Off Date      Cut-Off Date       Cut-Off Date
- --------------            ------------      ------------       ------------
  1 year or less.......         4           $1,902,534             1.84%
1+ to  2 years.........         3            1,865,790             1.80
2+ to  3 years.........         0                    0             0.00
3+ to  4 years.........         2            2,284,753             2.21
4+ to  5 years.........        29           12,997,080            12.55
5+ to  6 years.........        36           22,477,328            21.71
6+ to  7 years.........        23           25,620,672            24.73
7+ to  8 years.........        15           10,538,159            10.18
8+ to  9 years.........        19            7,137,363             6.89
9+ to 10 years.........        10            1,783,855             1.72
Over 10 years..........        49           16,947,505            16.37
                               --           ----------            -----
         Total.........       190         $103,555,039           100.00%
                              ===          ============          ====== 
Weighted Average 
Seasoning is...........                                       6.95 years





                                      Total
                                      -----
                                                              Percentage of
                                                              Total Southern
                                                              California
                                           Aggregate          by Aggregate
                          Number of        Scheduled          Scheduled
Number of Years           Mortgage         Principal Balance  Principal Balance
as of Cut-Off             Loans As of      As of              As of
Date ----------           Cut-Off Date     Cut-Off Date       Cut-Off Date
- ---------------           ------------     ------------       ------------
1 year or less.........       8            $6,596,572               1.56%
1+ to  2 years.........      21            10,041,989               2.37
2+ to  3 years.........     164           112,452,810              26.53
3+ to  4 years.........      43            27,902,672               6.58
4+ to  5 years.........     148            75,711,484              17.86
5+ to  6 years.........     117            74,446,524              17.56
6+ to  7 years.........      44            39,819,896               9.39
7+ to  8 years.........      46            38,548,970               9.09
8+ to  9 years.........      39            12,500,478               2.95
9+ to 10 years.........      21             4,854,109               1.15
Over 10 years..........      83            21,004,311               4.96
                             --            ----------               ----
         Total.........     734          $423,879,815             100.00%
                            ===          ============             ====== 
Weighted Average
Seasoning is..........                                       5.02 years





                   Mortgage Interest Rates as of Cut-Off Date
                    of Mortgage Loans in Southern California

                                   Multifamily
                                   -----------
                                                              Percentage of
                                                              Southern
                                                              California
                                                              Multifamily
                                          Aggregate           by Aggregate
                           Number of      Scheduled           Scheduled
                           Mortgage       Principal Balance   Principal Balance
                           Loans As of    As of               As of
 Mortgage Interest Rates   Cut-Off Date   Cut-Off Date        Cut-Off Date
 -----------------------   ------------   ------------        ------------
 4.00% to  4.99%.....            0                 $0              0.00%
 5.00% to  5.99%.....            0                  0              0.00
 6.00% to  6.99%.....           69         65,144,871             20.34
 7.00% to  7.99%.....          126         70,007,005             21.86
 8.00% to  8.99%.....          149         77,720,859             24.26
 9.00% to  9.99%.....          182         97,814,953             30.53
10.00% to 10.99%.....            9          8,098,313              2.53
11.00% to 11.99%.....            4            857,746              0.27
12.00% to 12.99%.....            3            569,509              0.18
13.00% to 13.99%.....            2            111,520              0.03
                                 -            -------              ----
          Total......          544       $320,324,776            100.00%
                               ===       ============            ======
                               
Weighted Average 
Mortgage Interest 
Rate is  ...........                                               8.03%
                                                                   ---- 






                                   Commercial
                                   ----------
                                                               Percentage of
                                                               Southern
                                                               California
                                                               Commercial
                                            Aggregate          by Aggregate
                             Number of      Scheduled          Scheduled
                             Mortgage       Principal Balance  Principal Balance
                             Loans As of    As of              As of
 Mortgage Interest Rates     Cut-Off Date   Cut-Off Date       Cut-Off Date
 -----------------------     ------------   ------------       ------------
 4.00% to  4.99%..........      1             $171,398            0.17%
 5.00% to  5.99%..........      1              187,390            0.18
 6.00% to  6.99%..........     50           44,763,180           43.23
 7.00% to  7.99%..........     78           33,045,653           31.91
 8.00% to  8.99%..........     33           13,653,158           13.18
 9.00% to  9.99%..........     12            5,865,284            5.66
10.00% to 10.99%..........      6            2,836,056            2.74
11.00% to 11.99%..........      6            2,569,318            2.48
12.00% to 12.99%..........      2              323,084            0.31
13.00% to 13.99%..........      1              140,518            0.14
                                -              -------            ----
                Total.....    190         $103,555,039          100.00%
                              ===         ============          ====== 
Weighted Average 
Mortgage Interest 
Rate is...................                                        7.37%
                                                                  ---- 
                               
                            
 
                                      Total
                                      -----
                                                               Percentage of
                                                               Total Southern
                                                               California
                                           Aggregate           by Aggregate
                            Number of      Scheduled           Scheduled
                            Mortgage       Principal Balance   Principal Balance
                            Loans As of    As of               As of
 Mortgage Interest Rates   Cut-Off Date    Cut-Off Date        Cut-Off Date
 -----------------------   ------------    ------------         ------------
 4.00% to  4.99%........         1           $171,398             0.04%
 5.00% to  5.99%........         1            187,390             0.04
 6.00% to  6.99%........       119        109,908,051            25.93
 7.00% to  7.99%........       204        103,052,658            24.31
 8.00% to  8.99%........       182         91,374,017            21.56
 9.00% to  9.99%........       194        103,680,237            24.46
10.00% to 10.99%........        15         10,934,369             2.58
11.00% to 11.99%........        10          3,427,064             0.81
12.00% to 12.99%........         5            892,593             0.21
13.00% to 13.99%........         3            252,038             0.06
                                 -            -------             ----
         Total............     734       $423,879,815           100.00%
                               ===       ============           ====== 
                                                                 
Weighted Average Mortgage
Interest Rate is.........
                                                                  7.87%







                       Loan-to-Value Ratios at Origination
                    of Mortgage Loans in Southern California

                                   Multifamily
                                   -----------
                                                               Percentage of
                                                               Southern
                                                               California
                                                               Multifamily
                                           Aggregate           by Aggregate
                            Number of      Scheduled           Scheduled
                            Mortgage       Principal Balance   Principal Balance
Loan-to-Value               Loans As of    As of               As of
Ratios at Origination*      Cut-Off Date   Cut-Off Date        Cut-Off Date
- ----------------------      ------------   ------------        ------------
 50.00% or less ....          68           $ 28,163,157             8.79%
 50.01% to  60.00% .         107             61,688,438            19.26
 60.01% to  70.00% .         205            111,634,609            34.85
 70.01% to  80.00% .         155            114,450,764            35.73
 80.01% to  90.00% .           7              4,236,821             1.32
 90.01% to 100.00% .           1                128,515             0.04
100.01% or more ....           0                      0             0.00
Unknown ............           1                 22,472             0.01
                            ----            ------------          ------
         Total .....         544           $320,324,776           100.00%
                            ====           ============           ======
Weighted Average 
Loan-to-Value at
Origination is.....                            65.40%**






                                          Commercial
                                          ----------
                                                              Percentage of
                                                              Southern
                                                              California
                                                              Commercial
                                          Aggregate           by Aggregate
                            Number of     Scheduled           Scheduled
                            Mortgage      Principal Balance   Principal Balance
  Loan-to-Value            Loans As of    As of               As of
  Ratios at Origination*   Cut-Off Date   Cut-Off Date        Cut-Off Date
  ----------------------   ------------   ------------        ------------
 50.00% or less...........    24             $8,986,562             8.68%
 50.01% to  60.00%........    33             11,132,894            10.75
 60.01% to  70.00%........    71             35,006,653            33.80
 70.01% to  80.00%........    54             43,792,866            42.29
 80.01% to  90.00%........     2              2,123,779             2.05
 90.01% to 100.00%........     3              1,276,109             1.23
100.01% or more...........     1                947,944             0.92
Unknown...................     2                288,232             0.28
                               -                -------             ----
         Total............   190           $103,555,039           100.00%
                             ===           ============           =======
Weighted Average  
Loan-to-Value at
Origination is............                    67.50%**






                                      Total
                                      -----
                                                              Percentage of
                                                              Total Southern
                                                              California
                                          Aggregate           by Aggregate
                         Number of        Scheduled           Scheduled
                         Mortgage         Principal Balance   Principal Balance
Loan-to-Value            Loans As of      As of               As of
Ratios at Origination*   Cut-Off Date     Cut-Off Date        Cut-Off Date
- ---------------------    ------------     ------------        ------------
 50.00% or less ....        92          $ 37,149,719               8.76%
 50.01% to  60.00% .       140            72,821,332              17.18
 60.01% to  70.00% .       276           146,641,262              34.60
 70.01% to  80.00% .       209           158,243,630              37.34
 80.01% to  90.00% .         9             6,360,600               1.50
 90.01% to 100.00% .         4             1,404,624               0.33
100.01% or more ....         1               947,944               0.22
Unknown ............         3               310,704               0.07
                             -               -------               ----
         Total .....       734          $423,879,815             100.00%
                           ===          ============             ====== 
Weighted Average 
Loan-to-Value at
Origination is.....                         65.91%**
- ----------

 *  In certain cases,  information as to the value of the Mortgaged Property was
    not available in the files for the applicable  Mortgage Loan. In such cases,
    efforts were made to collect such information from other sources.

** Excludes Mortgage Loans with unknown Loan-to-Value Ratios.






            Range of Ratios of Current Loan Balance-to-Original Value
                    as of Cut-Off Date in Southern California


                                   Multifamily
                                   -----------
                                                               Percentage of
                                                               Southern
                                                               California
                                                               Multifamily
                                             Aggregate         by Aggregate
                              Number of      Scheduled         Scheduled
                              Mortgage       Principal Balance Principal Balance
Ratios of Current Loan        Loans As of    As of             As of
Balance-to-Original Value*    Cut-Off Date   Cut-Off Date      Cut-Off Date
- --------------------------    ------------   ------------      ------------
 50.00% or less............       96        $39,709,554            12.40%
 50.01% to  60.00%.........      140         74,265,289            23.18
 60.01% to  70.00%.........      213        128,283,039            40.05
 70.01% to  80.00%.........       87         64,131,609            20.02
 80.01% to  90.00%.........        4          3,475,639             1.09
 90.01% to 100.00%.........        2            302,813             0.09
100.01% or more............        0                  0             0.00
Unknown....................        2         10,156,833             3.17
                                   -         ----------             ----
         Total.............      544       $320,324,776           100.00%
                                 ===       ============           ====== 
Weighted Average Current
Loan Balance-to-Original
Value is..................                    62.11%**






                                   Commercial
                                   ----------
                                                               Percentage of
                                                               Southern
                                                               California
                                                               Commercial
                                            Aggregate          by Aggregate
                             Number of      Scheduled          Scheduled
                             Mortgage       Principal Balance  Principal Balance
Ratios of Current Loan       Loans As of    As of              As of
Balance-to-Original Value*   Cut-Off Date   Cut-Off Date       Cut-Off Date
- --------------------------   -----------    ------------       ------------
 50.00% or less.............    57           $19,574,542          18.90%
 50.01% to  60.00%..........    53            23,250,618          22.45
 60.01% to  70.00%..........    59            39,400,105          38.05
 70.01% to  80.00%..........    15            17,321,727          16.73
 80.01% to  90.00%..........     1             1,981,828           1.91
 90.01% to 100.00%..........     1               227,955           0.22
100.01% or more.............     2             1,510,032           1.46
Unknown.....................     2               288,232           0.28
                                 -               -------           ----
         Total..............   190          $103,555,039         100.00%
                               ===          ============         =======
Weighted Average Current           
Loan Balance-to-Original
Value is....................                    60.42%**






                                      Total
                                      -----
                                                              Percentage of
                                                              Total Southern
                                                               California
                                           Aggregate           by Aggregate
                            Number of      Scheduled           Scheduled
                            Mortgage       Principal Balance   Principal Balance
Ratios of Current Loan      Loans As of    As of               As of
Balance-to-Original Value*  Cut-Off Date   Cut-Off Date        Cut-Off Date
- --------------------------  ------------   ------------        ------------
 50.00% or less..........      153          $59,284,096            13.99%
 50.01% to  60.00%.......      193           97,515,907            23.01
 60.01% to  70.00%.......      272          167,683,144            39.54
 70.01% to  80.00%.......      102           81,453,336            19.22
 80.01% to  90.00%.......        5            5,457,467             1.29
 90.01% to 100.00%.......        3              530,768             0.13
100.01% or more..........        2            1,510,032             0.36
Unknown..................        4           10,445,065             2.46
                                 -           ----------             ----
         Total...........      734         $423,879,815           100.00%
                               ===         ============           =======
Weighted Average 
Current Loan 
Balance-to-Original
Value is.................                                        61.69%**

*    In certain cases, information as to the value of the Mortgaged Property was
     not available in the files for the applicable Mortgage Loan. In such cases,
     efforts were made to collect such information from other sources.

**   Excludes Mortgage Loans with unknown Current Loan Balance-to-Original Value
     Ratios.






                        Lien Positions of Mortgage Loans
                             in Southern California


                                   Multifamily
                                   -----------
                                                               Percentage of
                                                               Southern
                                                               California
                                                               Multifamily
                                          Aggregate            by Aggregate
                        Number of         Scheduled            Scheduled
                        Mortgage          Principal Balance    Principal Balance
                        Loans As of       As of                As of
Lien Position*          Cut-Off Date      Cut-Off Date         Cut-Off Date
- --------------          ------------      ------------          ------------
First Lien**.........      510            $310,181,873            96.83%
Second Lien..........       33              10,114,792             3.16
Third Lien...........        0                       0             0.00
Not Available........        1                  28,111             0.01
                           ---            ------------           ------
         Total.......      544            $320,324,776           100.00%
                           ===            ============           ====== 
                   




                                   Commercial
                                   ----------
                                                             Percentage of
                                                             Southern
                                                             California
                                                             Commercial
                                         Aggregate           by Aggregate
                        Number of        Scheduled           Scheduled
                        Mortgage         Principal Balance   Principal Balance
                        Loans As of      As of               As of
Lien Position*          Cut-Off Date     Cut-Off Date        Cut-Off Date
- --------------          ------------     ------------        ------------
First Lien**.........      176           $97,176,855             93.84%
Second Lien..........       13             6,234,133              6.02
Third Lien...........        1               144,051              0.14
Not Available........        0                     0              0.00
                           ---          ------------            -------
         Total.......      190          $103,555,039            100.00%
                           ===          ============            =======






                                      Total
                                      -----
                                                              Percentage of
                                                              Total Southern
                                                              California
                                          Aggregate           by Aggregate
                        Number of         Scheduled           Scheduled
                        Mortgage          Principal Balance   Principal Balance
                        Loans As of       As of               As of
Lien Position*          Cut-Off Date      Cut-Off Date        Cut-Off Date
- --------------          ------------      ------------        ------------
First Lien** .......         686          $407,358,728          96.10%
Second Lien ........          46            16,348,925           3.86
Third Lien .........           1               144,051           0.03
Not Available ......           1                28,111           0.01
                          ------          ------------          ------
         Total .....         734          $423,879,815         100.00%
                          ======          ============          ======

- ---------- 

*    In certain cases, a title insurance policy or attorney's title opinion
     was not contained in the applicable Mortgage Loan file. In such cases,
     efforts were made to determine the lien position of such Mortgage Loan
     from other sources in the Mortgage Loan file or elsewhere.

**   Includes second and third liens with respect to which all senior liens
     are included in the Mortgage Pool.



                                  Property Type
                 of Mortgaged Properties in Southern California


                                   Multifamily
                                   -----------
                                                               Percentage of
                                                               Southern
                                                               California
                                                               Multifamily
                                             Aggregate         by Aggregate
                               Number of     Scheduled         Scheduled
                               Mortgage      Principal Balance Principal Balance
                               Loans As of   As of             As of
Type of Mortgaged Properties   Cut-Off Date  Cut-Off Date      Cut-Off Date
- ----------------------------   ------------  ------------     ------------
Industrial/Warehouse...........   0                   $0           0.00%
Lodging.......................    0                    0           0.00
Mini Warehouse................    0                    0           0.00
Mixed Use Building............    0                    0           0.00
Mobile Home Park..............    0                    0           0.00
Multifamily (5-36 Units)......  505          239,513,148          74.77
Multifamily (37-200 Units)....   29           69,731,769          21.77
Multifamily (Over 200 Units)..    1           10,134,360           3.16
Multifamily - Other...........    9              945,499           0.30
Hospital/Nursing Home.........    0                    0           0.00
School/Religious Building.....    0                    0           0.00
Office........................    0                    0           0.00
Retail........................    0                    0           0.00
Other Commercial..............    0                    0           0.00
Not Available.................    0                    0           0.00
                                ---         ------------         ------
         Total................  544         $320,324,776         100.00%
                                ===         ============        =======






                                   Commercial
                                   ----------
                                                               Percentage of
                                                               Southern
                                                               California
                                                               Commercial
                                             Aggregate         by Aggregate
                              Number of     Scheduled          Scheduled
                              Mortgage      Principal Balance  Principal Balance
                              Loans As of   As of              As of
Type of Mortgaged Properties  Cut-Off Date  Cut-Off Date       Cut-Off Date
- ----------------------------  ------------  ------------       ------------
Industrial/Warehouse.........     30        $13,766,459            13.29%
Lodging......................      1            120,387             0.12
Mini Warehouse...............      1            580,710             0.56
Mixed Use Building...........     29         15,314,534            14.79
Mobile Home Park.............      3          1,329,077             1.28
Multifamily (5-36 Units).....      0                  0             0.00
Multifamily (37-200 Units)...      0                  0             0.00
Multifamily (Over 200 Units).      0                  0             0.00
Multifamily - Other..........      0                  0             0.00
Hospital/Nursing Home........      2            581,703             0.56
School/Religious Building....      2            613,422             0.59
Office.......................     56         32,274,924            31.17
Retail.......................     50         33,888,027            32.72
Other Commercial.............     13          4,448,896             4.30
Not Available................      3            636,900             0.62
                                   -            -------             ----
         Total...............    190       $103,555,039           100.00%
                                 ===       ============           =======






                                      Total
                                      -----
                                                               Percentage of
                                                               Total Southern
                                                               California
                                             Aggregate         by Aggregate
                               Number of     Scheduled         Scheduled
                              Mortgage       Principal Balance Principal Balance
                              Loans As of    As of             As of
Type of Mortgaged Properties  Cut-Off Date   Cut-Off Date      Cut-Off Date
- ----------------------------  ------------   ------------      ------------
Industrial/Warehouse..........   30           $13,766,459           3.25%
Lodging.......................    1               120,387           0.03
Mini Warehouse................    1               580,710           0.14
Mixed Use Building............   29            15,314,534           3.61
Mobile Home Park..............    3             1,329,077           0.31
Multifamily (5-36 Units)......  505           239,513,148          56.52
Multifamily (37-200 Units)....   29            69,731,769          16.45
Multifamily (Over 200 Units)..    1            10,134,360           2.39
Multifamily - Other...........    9               945,499           0.22
Hospital/Nursing Home.........    2               581,703           0.14
School/Religious Building.....    2               613,422           0.14
Office........................   56            32,274,924           7.61
Retail........................   50            33,888,027           7.99
Other Commercial..............   13             4,448,896           1.05
Not Available.................    3               636,900           0.15
                                  -               -------           ----
         Total................  734          $423,879,815         100.00%
                                ===          ============        =======



               Monthly Payments Delinquent as of the Cut-Off Date
                    of Mortgage Loans in Southern California

                                   Multifamily
                                   -----------
                                                               Percentage of
                                                               Southern
                                                               California
                                                               Multifamily
                                            Aggregate          by Aggregate
                              Number of     Scheduled          Scheduled
                              Mortgage      Principal Balance  Principal Balance
                              Loans As of   As of              As of
Monthly Payments Delinquent   Cut-Off Date  Cut-Off Date       Cut-Off Date
- ---------------------------  -----------    ------------       ------------
None (0-29 days past due)...   543          $317,258,674           99.04%
One Payment (30-59 days 
past due)...................     1             3,066,102            0.96
         Total..............   544           320,324,776          100.00%
                               ===          ============         =======






                                   Commercial
                                   ----------
                                                               Percentage of
                                                               Southern
                                                               California
                                                               Commercial
                                             Aggregate         by Aggregate
                               Number of     Scheduled         Scheduled
                               Mortgage      Principal Balance Principal Balance
                               Loans As of   As of             As of
Monthly Payments Delinquent    Cut-Off Date  Cut-Off Date      Cut-Off Date
- ---------------------------    ------------  ------------      ------------
None (0-29 days past due)...     189         $92,911,938         89.72%
One Payment (30-59 days 
past due)...................      1           10,643,101         10.28
                                  -           ----------         -----
         Total..............    190          $103,555,039       100.00%
                              






                                      Total
                                      -----
                                                              Percentage of
                                                              Total Southern
                                                              California
                                            Aggregate         by Aggregate
                             Number of      Scheduled         Scheduled
                             Mortgage       Principal Balance Principal Balance
                             Loans As of    As of             As of
Monthly Payments Delinquent  Cut-Off Date   Cut-Off Date      Cut-Off Date
- ---------------------------  ------------   ------------      ------------
None (0-29 days past due)...   732         $410,170,612            96.77%
One Payment (30-59 days
past due)                        2           13,709,203             3.23
- ---------                       -           ----------             ----
         Total..............   734         $423,879,815           100.00%
                            




<TABLE>
<CAPTION>


                                Delinquency History for the Past Twelve Months as of the Cut-Off Date
                                              of Mortgage Loans in Southern California


                                                             Multifamily
                                                             -----------
                                                                                       Percentage of
                                                                                       Southern
                                                                                       California
                                                                                       Multifamily
                                                                  Aggregate            by Aggregate
                                                Number of         Scheduled            Scheduled
                                                Mortgage          Principal Balance    Principal Balance
                                                Loans As of       As of                As of
Delinquency History*                            Cut-Off Date      Cut-Off Date         Cut-Off Date
- --------------------                            ------------      ------------         ------------
<S>                                                <C>        <C>                       <C>   
No 30 Day or Greater Delinquency in
  last 12 months ............................      449        $260,011,555              81.17%
One Payment  Delinquent  (30-59 days) in
  last 12 months
  1 time 30-day delinquent
  in last 12 months .........................       44          26,059,147               8.14
2 times 30-day delinquent in last
  12 months .................................        9           3,634,795               1.13
More than 2 times 30-day delinquent
  in last 12 months .........................       12          11,020,392               3.44
Two Payments Delinquent (60-89 days) in
  last 12 months**
  1 time 60-day delinquent in last 12
    months ..................................       21          12,168,410               3.80
  2 times 60-day delinquent in last
    12 months ...............................        1           1,603,324               0.50
More than 2 times 60-day delinquent
  in last 12 months .........................        0                   0               0.00
Three or more Payments  Delinquent  (90 days+) 
  in last 12 months** 
  1 time 90-day
  delinquent in last 12 months ..............        5           3,797,361               1.19
2 times 90-day delinquent in last
  12 months .................................        2           1,089,233               0.34
More than 2 times 90-day delinquent
  in last 12 months .........................        1             940,559               0.29
                                                  ----        ------------             ------
         Total ..............................      544        $320,324,776             100.00%
                                                  ====        ============             ======




</TABLE>

<TABLE>
<CAPTION>


                                                             Commercial
                                                             ----------

                                                                                       Percentage of
                                                                                       Southern
                                                                                       California
                                                                                       Commercial
                                                                  Aggregate            by Aggregate
                                                Number of         Scheduled            Scheduled
                                                Mortgage          Principal Balance    Principal Balance
                                                Loans As of       As of                As of
Delinquency History*                            Cut-Off Date      Cut-Off Date         Cut-Off Date
- --------------------                            ------------      ------------         ------------
<S>                                                 <C>           <C>                      <C>   
No 30 Day or Greater Delinquency in 
  last 12 months .............................     158            $75,736,993              73.14%
One Payment  Delinquent  (30-59 days) in
  last 12 months
  1 time 30-day delinquent
  in last 12 months ..........................      19             20,673,942              19.96
2 times 30-day delinquent in last 
  12 months ..................................       2                423,901               0.41
More than 2 times 30-day delinquent
  in last 12 months ..........................       1              1,377,382               1.33
Two Payments Delinquent (60-89 days) in
  last 12 months**                     
  1 time 60-day delinquent in last 12  
    months ...................................       4              1,127,451               1.09
2 times 60-day delinquent in last    
  12 months ..................................       0                      0               0.00
More than 2 times 60-day delinquent  
  in last 12 months ..........................       1                476,375               0.46
Three or more Payments  Delinquent  (90 days+)
  in last 12 months** 1 time 90-day             
  delinquent in last 12 months ...............       3              2,784,189               2.69
2 times 90-day delinquent in last             
  12 months ..................................       2                954,806               0.92
More than 2 times 90-day delinquent           
  in last 12 months ..........................       0                      0               0.00
                                                   ---          -------------               ----
                                                   190           $103,555,039             100.00%
         Total ...............................     ===           ============            =======




</TABLE>



<TABLE>

<CAPTION>


                                             Total
                                             -----

                                                                                       Percentage of
                                                                                       Total Southern
                                                                                       California
                                                                  Aggregate            by Aggregate
                                                Number of         Scheduled            Scheduled
                                                Mortgage          Principal Balance    Principal Balance
                                                Loans As of       As of                As of
Delinquency History*                            Cut-Off Date      Cut-Off Date         Cut-Off Date
- --------------------                            ------------      ------------         ------------
<S>                                                 <C>           <C>                     <C>   
No 30 Day or Greater Delinquency in 
  last 12 months ...............................    607           $335,748,548            79.21%
One Payment  Delinquent  (30-59 days) in
  last 12 months
  1 time 30-day delinquent
  in last 12 months ............................     63             46,733,089            11.03
2 times 30-day delinquent in last
  12 months ....................................     11              4,058,696             0.96
More than 2 times 30-day delinquent 
  in last 12 months ............................     13             12,397,774             2.92
Two Payments Delinquent (60-89 days) in
  last 12 months**
  1 time 60-day delinquent in last 12
    months .....................................     25             13,295,861             3.14
2 times 60-day delinquent in last
  12 months ....................................      1              1,603,324             0.38
More than 2 times 60-day delinquent
  in last 12 months ............................      1                476,375             0.11
Three or more Payments  Delinquent  (90 days+)
  in last 12 months** 1 time 90-day
  delinquent in last 12 months .................      8              6,581,550             1.55
2 times 90-day delinquent in last
  12 months ....................................      4              2,044,039             0.48
More than 2 times 90-day delinquent
  in last 12 months ............................      1                940,559             0.22
                                                    ----          ------------          -------
                                                    734           $423,879,815           100.00%
         Total .................................    ===           ============          =======
                                                                                                 
</TABLE>

- ----------

*    Substantially all of the Mortgage Loans contain a delinquency history of at
     least twelve  months.  For Mortgage  Loans with a delinquency  history less
     than twelve months, it was assumed that the only  delinquencies  were those
     occurring in the period for which information was available.  Delinquencies
     for Mortgage  Loans for any period prior to their  modifications  generally
     are  not  reflected  in the  table.  Approximately  5.53%  of the  Southern
     California  Mortgage  Loans,  based on the  Aggregate  Scheduled  Principal
     Balance as of the Cut-Off Date,  did not have twelve months of  delinquency
     history and were not modified.

**   Approximately  18.71% and 64.60% of the multifamily Mortgage Loans included
     in Two and Three  Payments  Delinquent,  respectively,  have been  modified
     since the  delinquency;  approximately  66.02% and 0.00% of the  commercial
     Mortgage Loans included in Two and Three Payments Delinquent,  respectively
     have been modified  since the  delinquency;  and  approximately  23.64% and
     39.35% of the total Southern  California Mortgage Loans included in Two and
     Three Payments Delinquent have been modified since the delinquency.




                Margins of Mortgage Loans in Southern California

                                    Multifamily
                                    -----------
                                                              Percentage of
                                                              Southern
                                                              California
                                                              Multifamily
                                          Aggregate           by Aggregate
                            Number of     Scheduled           Scheduled
                            Mortgage      Principal Balance   Principal Balance
                            Loans As of   As of               As of
Margins                     Cut-Off Date  Cut-Off Date        Cut-Off Date
- -------                    ------------   ------------        ------------
Fixed Rate Mortgage Loans...      22       $9,515,551            2.97%
No Stated Margin............       1          184,941            0.06
0.01% to 0.99%..............       0                0            0.00
1.00% to 1.99%..............       0                0            0.00
2.00% to 2.99%..............     443      289,810,382           90.48
3.00% to 3.99%..............      68       19,971,933            6.23
4.00% or more...............      10          841,969            0.26
                                  --          -------           ----
         Total..............     544     $320,324,776          100.00%
                                 ===     ============         =======
Weighted Average Margin is..                   2.68%*





                                    Commercial
                                    -----------
                                                              Percentage of
                                                              Southern
                                                              California
                                                              Commercial
                                          Aggregate           by Aggregate
                            Number of     Scheduled           Scheduled
                            Mortgage      Principal Balance   Principal Balance
                            Loans As of   As of               As of
Margins                    Cut-Off Date  Cut-Off Date         Cut-Off Date
- -------                    ------------  ------------         ------------
Fixed Rate Mortgage Loans...      21       $6,460,759            6.24%
No Stated Margin............       0                0            0.00
0.01% to 0.99%..............       2          653,872            0.63
1.00% to 1.99%..............       3          751,072            0.73
2.00% to 2.99%..............      89       67,855,074           65.52
3.00% to 3.99%..............      53       21,350,504           20.62
4.00% or more...............      22        6,483,758            6.26
                                  --        ---------            ----
         Total..............     190     $103,555,039          100.00%
                                 ===      ============        =======
Weighted Average Margin is..                   2.79%*    




                                  Total
                                  -----

                                                              Percentage of
                                                              Total Southern
                                                              California
                                           Aggregate          by Aggregate
                             Number of     Scheduled          Scheduled
                             Mortgage      Principal Balance  Principal Balance
                             Loans As of   As of              As of
Margins                      Cut-Off Date  Cut-Off Date       Cut-Off Date
- -------                      ------------  ------------       ------------
Fixed Rate Mortgage Loans...    43          $15,976,310             3.77%
No Stated Margin............     1              184,941             0.04
0.01% to 0.99%..............     2              653,872             0.15
1.00% to 1.99%..............     3              751,072             0.18
2.00% to 2.99%..............   532          357,665,456            84.38
3.00% to 3.99%..............   121           41,322,437             9.75
4.00% or more...............    32            7,325,727             1.73
                                --            ---------             ----
         Total..............   734         $423,879,815           100.00%
                               ===         ============          =======
Weighted Average Margin is..                    2.70%*

- ----------

* Excludes Fixed Rate Mortgage Loans.






             Maximum Rates of Mortgage Loans in Southern California


                                   Multifamily
                                   -----------
                                                               Percentage of
                                                               Southern
                                                               California
                                                               Multifamily
                                            Aggregate          by Aggregate
                              Number of     Scheduled          Scheduled
                              Mortgage      Principal Balance  Principal Balance
                              Loans As of   As of              As of
Maximum Rates                 Cut-Off Date  Cut-Off Date       Cut-Off Date
- -------------                 ------------  ------------      ------------
Fixed Rate Mortgage Loans...         22      $9,515,551          2.97%
No Maximum Rate.............         10       5,632,011          1.76
Less than 11.99%............          5       2,907,583          0.91
12.00% to 12.99%............         20      10,753,145          3.36
13.00% to 13.99%............         28      27,745,258          8.66
14.00% to 14.99%............        378     224,303,356         70.03
15.00% to 15.99%............         58      33,418,066         10.43
16.00% to 16.99%............         12       2,726,978          0.85
17.00% to 17.99%............          4       1,485,746          0.46
18.00% to 18.99%............          5       1,578,324          0.49
19.00% to 19.99%............          2         258,758          0.08
                                      -         -------          ----
         Total..............        544     320,324,776        100.00%
                                    ===     ============       =======
Weighted Average Maximum 
Rate is.....................                    14.39%*






                                   Commercial
                                   ----------                 Percentage of
                                                              Southern
                                                              California
                                                              Commercial
                                           Aggregate          by Aggregate
                             Number of     Scheduled          Scheduled
                             Mortgage      Principal Balance  Principal Balance
                             Loans As of   As of              As of
Maximum Rates                Cut-Off Date  Cut-Off Date       Cut-Off Date
- -------------                ------------  ------------       -----------------
Fixed Rate Mortgage Loans .       21         $6,460,759              6.24%
No Maximum Rate ...........       12          3,843,491              3.71
Less than 11.99% ..........        0                  0              0.00
12.00% to 12.99% ..........        6          2,975,059              2.87
13.00% to 13.99% ..........        1          1,465,279              1.41
14.00% to 14.99% ..........       52         48,405,086             46.75
15.00% to 15.99% ..........       28         13,568,277             13.10
16.00% to 16.99% ..........       32         14,551,707             14.05
17.00% to 17.99% ..........       33         11,293,578             10.91
18.00% to 18.99% ..........        4            775,432              0.75
19.00% to 19.99% ..........        1            216,371              0.21
                                   -            -------              ----
         Total ............      190       $103,555,039            100.00%
                                 ===       ============            =======
Weighted Average Maximum 
Rate is ...................                   15.34%*






                                      Total
                                      -----     

                                                              Percentage of
                                                              Total Southern
                                                              California
                                           Aggregate          by Aggregate
                             Number of     Scheduled          Scheduled
                             Mortgage      Principal Balance  Principal Balance
                             Loans As of   As of              As of
Maximum Rates                Cut-Off Date  Cut-Off Date       Cut-Off Date
- -------------                ------------  ------------       ------------
Fixed Rate Mortgage Loans..        43       $15,976,310           3.77%
No Maximum Rate............        22         9,475,502           2.24
Less than 11.99%...........         5         2,907,583           0.69
12.00% to 12.99%...........        26        13,728,204           3.24
13.00% to 13.99%...........        29        29,210,537           6.89
14.00% to 14.99%...........       430       272,708,442          64.33
15.00% to 15.99%...........        86        46,986,343          11.08
16.00% to 16.99%...........        44        17,278,685           4.08
17.00% to 17.99%...........        37        12,779,324           3.01
18.00% to 18.99%...........         9         2,353,756           0.56
19.00% to 19.99%...........         3           475,129           0.11
                                    -           -------           ----
         Total.............       734      $423,879,815         100.00%
                                  ===      ============         =======
Weighted Average Maximum
Rate is....................                   14.61%*

- ----------
* Excludes ARMs with no Maximum Rate and Fixed Rate Mortgage Loans.






          Floor Interest Rates of Mortgage Loans in Southern California


                                   Multifamily
                                   -----------
                                                              Percentage of
                                                              Southern
                                                              California
                                                              Multifamily
                                           Aggregate          by Aggregate
                             Number of     Scheduled          Scheduled
                             Mortgage      Principal Balance  Principal Balance
                             Loans As of   As of              As of
Floor Interest Rates         Cut-Off Date  Cut-Off Date       Cut-Off Date
- --------------------         ------------  ------------       ------------
Fixed Rate Mortgage Loans .        22        $9,515,551           2.97%
No Minimum Rate ...........        57        27,460,360           8.57
Less than 6.00% ...........        48        39,257,235          12.26
 6.00% to  6.99% ..........        45        31,946,123           9.97
 7.00% to  7.99% ..........        77        47,487,316          14.82
 8.00% to  8.99% ..........       175       102,261,532          31.93
 9.00% to  9.99% ..........       120        62,396,659          19.48
10.00% to 10.99% ..........         0                 0           0.00
                                  ---                 -           ----
         Total ............       544      $320,324,776         100.00%
                                  ===      ============         =======
Weighted Average Floor
Interest Rate is ..........                   7.77%*






                                   Commercial
                                   ----------
                                                              Percentage of
                                                              Southern
                                                              California
                                                              Commercial
                                           Aggregate          by Aggregate
                             Number of     Scheduled          Scheduled
                             Mortgage      Principal Balance  Principal Balance
                             Loans As of   As of              As of
Floor Interest Rates         Cut-Off Date  Cut-Off Date       Cut-Off Date
- --------------------         ------------  ------------       ------------
Fixed Rate Mortgage Loans .          21      $6,460,759           6.24%
No Minimum Rate ...........          24       7,444,901           7.19
Less than 6.00% ...........          45      35,864,676          34.63
 6.00% to  6.99% ..........          34      20,034,659          19.35
 7.00% to  7.99% ..........          51      22,038,706          21.28
 8.00% to  8.99% ..........          12       8,135,757           7.86
 9.00% to  9.99% ..........           2       2,198,199           2.12
10.00% to 10.99% ..........           1       1,377,382           1.33
                                      -       ---------           ----
         Total ............         190    $103,555,039         100.00%
                                    ===    ============         =======
Weighted Average Floor
Interest Rate is ..........                   6.43%*






                                     Total
                                     -----
                                                              Percentage of
                                                              Total Southern
                                                              California
                                           Aggregate          by Aggregate
                             Number of     Scheduled          Scheduled
                             Mortgage      Principal Balance  Principal Balance
                             Loans As of   As of              As of
Floor Interest Rates         Cut-Off Date  Cut-Off Date       Cut-Off Date
- --------------------         ------------  ------------       ------------
Fixed Rate Mortgage Loans .       43        $15,976,310           3.77%
No Minimum Rate ...........       81         34,905,261           8.23
Less than 6.00% ...........       93         75,121,911          17.72
 6.00% to  6.99% ..........       79         51,980,782          12.26
 7.00% to  7.99% ..........      128         69,526,022          16.40
 8.00% to  8.99% ..........      187        110,397,289          26.06
 9.00% to  9.99% ..........      122         64,594,858          15.24
10.00% to 10.99% ..........        1          1,377,382           0.32
                                   -          ---------           ----
         Total ............      734       $423,879,815         100.00%
                                 ===       ============         =======
Weighted Average Floor
Interest Rate is ..........                   7.45%*

- ----------

* Excludes ARMs with no Floor Interest Rate and Fixed Rate Mortgage Loans.






                          Periodic Rate Adjustment Caps
                    of Mortgage Loans in Southern California


                                   Multifamily
                                   -----------
                                                              Percentage of
                                                              Southern
                                                              California
                                                              Multifamily
                                           Aggregate          by Aggregate
                             Number of     Scheduled          Scheduled
                             Mortgage      Principal Balance  Principal Balance
Periodic Rate                Loans As of   As of              As of
Adjustment Caps              Cut-Off Date  Cut-Off Date       Cut-Off Date
- ---------------              ------------  ------------       ------------
Fixed Rate Mortgage Loans .       22         $9,515,551           2.97%
No Periodic Adjustment Cap.      426        261,012,365          81.48
Less than 1.00% ...........       10          1,317,851           0.41
1.00% to 1.99% ............       84         48,137,394          15.03
2.00% to 2.99% ............        2            341,615           0.11
4.00% or more .............        0                  0           0.00
                                   -                  -           ----
         Total ............      544       $320,324,776         100.00%
                                 ===       ============         =======






                                   Commercial
                                   ----------
                                                              Percentage of
                                                              Southern
                                                              California
                                                              Commercial
                                           Aggregate          by Aggregate
                             Number of     Scheduled          Scheduled
                             Mortgage      Principal Balance  Principal Balance
Periodic Rate                Loans As of   As of As of
Adjustment Caps              Cut-Off Date  Cut-Off Date       Cut-Off Date
- ---------------              ------------  ------------       ------------
Fixed Rate Mortgage Loans .       21         $6,460,759           6.24%
No Periodic Adjustment Cap.       89         67,857,427          65.53
Less than 1.00% ...........        3          1,194,981           1.15
1.00% to 1.99% ............       54         19,496,036          18.83
2.00% to 2.99% ............        1             86,200           0.08
4.00% or more .............       22          8,459,636           8.17
                                  --          ---------           ----
         Total ............      190       $103,555,039         100.00%
                                 ===       ============         =======






                                      Total
                                      -----

                                                              Percentage of
                                                              Total Southern
                                                              California
                                           Aggregate          by Aggregate
                             Number of     Scheduled          Scheduled
                             Mortgage      Principal Balance  Principal Balance
Periodic Rate                Loans As of   As of              As of
Adjustment Caps              Cut-Off Date  Cut-Off Date       Cut-Off Date
- ---------------              ------------  ------------       ------------
Fixed Rate Mortgage Loans..       43        $15,976,310           3.77%
No Periodic Adjustment Cap.      515        328,869,792          77.58
Less than 1.00%............       13          2,512,832           0.59
1.00% to 1.99%.............      138         67,633,430          15.96
2.00% to 2.99%.............        3            427,815           0.10
4.00% or more..............       22          8,459,636           2.00
                                  --          ---------           ----
         Total.............      734       $423,879,815         100.00%
                                 ===       ============         =======






                          Interest Adjustment Frequency
                    of Mortgage Loans in Southern California


                                   Multifamily
                                   -----------
                                                              Percentage of
                                                              Southern
                                                              California
                                                              Multifamily
                                           Aggregate          by Aggregate
                             Number of     Scheduled          Scheduled
                             Mortgage      Principal Balance  Principal Balance
Interest                     Loans As of   As of              As of
Adjustment Frequency         Cut-Off Date  Cut-Off Date       Cut-Off Date
- --------------------         ------------  ------------       ------------
Fixed Rate Mortgage Loans .       22         $9,515,551           2.97%
Monthly ...................      415        255,385,333          79.73
Quarterly .................        7            336,178           0.10
Semi-Annually .............       74         33,953,276          10.60
Annually ..................       26         21,134,438           6.60
Adjusts with Index ........        0                  0           0.00
                                   -                  -           ----
         Total ............      544       $320,324,776         100.00%
                                 ===       ============         =======






                                   Commercial
                                   ----------
                                                              Percentage of
                                                              Southern
                                                              California
                                                              Commercial
                                           Aggregate          by Aggregate
                             Number of     Scheduled          Scheduled
                             Mortgage      Principal Balance  Principal Balance
Interest                     Loans As of   As of              As of
Adjustment Frequency         Cut-Off Date  Cut-Off Date       Cut-Off Date
- --------------------         ------------  ------------       ------------
Fixed Rate Mortgage Loans .       21         $6,460,759           6.24%
Monthly ...................       67         59,104,694          57.07
Quarterly .................        1          1,498,015           1.45
Semi-Annually .............       91         32,936,472          31.81
Annually ..................        6          2,662,431           2.57
Adjusts with Index ........        4            892,668           0.86
                                   -            -------           ----
         Total ............      190       $103,555,039         100.00%
                                 ===       ============         =======






                                      Total
                                      -----
                                                              Percentage of
                                                              Total Southern
                                                              California
                                           Aggregate          by Aggregate
                             Number of     Scheduled          Scheduled
                             Mortgage      Principal Balance  Principal Balance
Interest                     Loans As of   As of              As of
Adjustment Frequency         Cut-Off Date  Cut-Off Date       Cut-Off Date
- --------------------         ------------  ------------       ------------
Fixed Rate Mortgage Loans .       43        $15,976,310           3.77%
Monthly ...................      482        314,490,027          74.20
Quarterly .................        8          1,834,193           0.43
Semi-Annually .............      165         66,889,748          15.78
Annually ..................       32         23,796,869           5.61
Adjusts with Index ........        4            892,668           0.21
                                   -       ------------           ----
         Total ............      734       $423,879,815         100.00%
                                 ===       ============         =======






                          Payment Adjustment Frequency
                    of Mortgage Loans in Southern California


                                   Multifamily
                                   -----------
                                                              Percentage of
                                                              Southern
                                                              California
                                                              Multifamily
                                           Aggregate          by Aggregate
                             Number of     Scheduled          Scheduled
                             Mortgage      Principal Balance  Principal Balance
Payment                      Loans As of   As of              As of
Adjustment Frequency         Cut-Off Date  Cut-Off Date       Cut-Off Date
- --------------------         ------------  ------------       ------------
Fixed Rate Mortgage Loans .       22         $9,515,551           2.97%
Monthly ...................        0                  0           0.00
Quarterly .................        0                  0           0.00
Semi-Annually .............       74         33,953,276          10.60
Annually ..................      441        276,385,595          86.28
Five Years ................        7            470,354           0.15
Fixed Payment .............        0                  0           0.00
Adjusts with Index ........        0                  0           0.00
                                   -                  -           ----
         Total ............      544       $320,324,776         100.00%
                                 ===       ============         =======






                                   Commercial
                                   ----------
                                                              Percentage of
                                                              Southern
                                                              California
                                                              Commercial
                                           Aggregate          by Aggregate
                             Number of     Scheduled          Scheduled
                             Mortgage      Principal Balance  Principal Balance
Payment                      Loans As of   As of              As of
Adjustment Frequency         Cut-Off Date  Cut-Off Date       Cut-Off Date
- --------------------         ------------  ------------       ------------
Fixed Rate Mortgage Loans .       21         $6,460,759           6.24%
Monthly ...................        1            493,911           0.48
Quarterly .................        1          1,498,015           1.45
Semi-Annually .............       89         32,540,718          31.42
Annually ..................       74         61,668,968          59.55
Five Years ................        0                  0           0.00
Fixed Payment .............        1            165,129           0.16
Adjusts with Index ........        3            727,539           0.70
                                   -            -------           ----
         Total ............      190       $103,555,039         100.00%
                                 ===       ============         =======






                                      Total
                                      -----

                                                              Percentage of
                                                              Total Southern
                                                              California
                                           Aggregate          by Aggregate
                             Number of     Scheduled          Scheduled
                             Mortgage      Principal Balance  Principal Balance
Payment                      Loans As of   As of              As of
Adjustment Frequency         Cut-Off Date  Cut-Off Date       Cut-Off Date
- --------------------         ------------  ------------       ------------
Fixed Rate Mortgage Loans .       43        $15,976,310           3.77%
Monthly ...................        1            493,911           0.12
Quarterly .................        1          1,498,015           0.35
Semi-Annually .............      163         66,493,994          15.69
Annually ..................      515        338,054,563          79.75
Five Years ................        7            470,354           0.11
Fixed Payment .............        1            165,129           0.04
Adjusts with Index ........        3            727,539           0.17
                                   -            -------           ----
         Total ............      734       $423,879,815         100.00%
                                 ===       ============         =======





                                     Indexes
                    of Mortgage Loans in Southern California


                                   Multifamily
                                   -----------
                                                              Percentage of
                                                              Southern
                                                              California
                                                              Multifamily
                                           Aggregate          by Aggregate
                             Number of     Scheduled          Scheduled
                             Mortgage      Principal Balance  Principal Balance
                             Loans As of   As of              As of
Indexes                      Cut-Off Date  Cut-Off Date       Cut-Off Date
- -------                      ------------  ------------       ------------
Fixed Rate Mortgage Loans .       22         $9,515,551           2.97%
COFI 11th District
  Weighted Average ........      207        121,568,168          37.95
FHLMC 30 Year Mortgage
  Commitment ..............        1            184,941           0.06
LIBOR 1 Month .............      242        153,062,452          47.79
LIBOR 1 Year ..............       15         12,522,180           3.91
LIBOR 6 Month .............       38         21,499,731           6.71
PRIME Citibank ............        0                  0           0.00
Treasury - 1 Year Weekly 
  Average .................        1            153,140           0.05
Treasury - 26 Week T-Bill
  Weekly Average ..........        1            164,584           0.05
Treasury - 6 Month Monthly 
  Average .................        0                  0           0.00
Treasury - 91-Day T-Bill ..        7            336,178           0.10
Weighted Average COFI for 
  CA Members of SF FHLB ...       10          1,317,851           0.41
                                  --          ---------           ----
         Total ............      544       $320,324,776         100.00%
                                 ===       ============         =======






                                   Commercial
                                   ----------
                                                              Percentage of
                                                              Southern
                                                              California
                                                              Commercial
                                           Aggregate          by Aggregate
                             Number of     Scheduled          Scheduled
                             Mortgage      Principal Balance  Principal Balance
                             Loans As of   As of              As of
Indexes                      Cut-Off Date  Cut-Off Date       Cut-Off Date
- -------                      ------------  ------------       ------------
Fixed Rate Mortgage Loans .       21         $6,460,759           6.24%
COFI 11th District
  Weighted Average ........      148         89,424,822          86.35
FHLMC 30 Year Mortgage
  Commitment ..............        0                  0           0.00
LIBOR 1 Month .............        0                  0           0.00
LIBOR 1 Year ..............        3          1,865,790           1.80
LIBOR 6 Month .............        0                  0           0.00
PRIME Citibank ............        4            892,668           0.86
Treasury - 1 Year Weekly
  Average .................        0                  0           0.00
Treasury - 26 Week T-Bill
  Weekly Average ..........        3            259,716           0.25
Treasury - 6 Month Monthly
  Average .................        1            296,333           0.29
Treasury - 91-Day T-Bill ..        0                  0           0.00
Weighted Average COFI for
  CA Members of SF FHLB ...       10          4,354,951           4.21
                                  --          ---------           ----
         Total ............      190       $103,555,039         100.00%
                                 ===       ============         =======






                                      Total
                                      -----

                                                              Percentage of
                                                              Total Southern
                                                              California
                                           Aggregate          by Aggregate
                             Number of     Scheduled          Scheduled
                             Mortgage      Principal Balance  Principal Balance
                             Loans As of   As of              As of
Indexes                      Cut-Off Date  Cut-Off Date       Cut-Off Date
- -------                      ------------  ------------       ------------
Fixed Rate Mortgage Loans .       43        $15,976,310           3.77%
COFI 11th District
  Weighted Average ........      355        210,992,990          49.78
FHLMC 30 Year Mortgage
  Commitment ..............        1            184,941           0.04
LIBOR 1 Month .............      242        153,062,452          36.11
LIBOR 1 Year ..............       18         14,387,970           3.39
LIBOR 6 Month .............       38         21,499,731           5.07
PRIME Citibank ............        4            892,668           0.21
Treasury - 1 Year Weekly
  Average .................        1            153,140           0.04
Treasury - 26 Week T-Bill
  Weekly Average ..........        4            424,300           0.10
Treasury - 6 Month Monthly
  Average .................        1            296,333           0.07
Treasury - 91-Day T-Bill ..        7            336,178           0.08
Weighted Average COFI for
  CA Members of SF FHLB ...       20          5,672,802           1.34
                                  --          ---------           ----
         Total ............      734       $423,879,815         100.00%
                                 ===       ============         =======







                        Loans with Potential for Negative
                       Amortization in Southern California


                                   Multifamily
                                   -----------
                                                             Percentage of
                                                             Southern
                                                             California
                                                             Multifamily
                                          Aggregate          by Aggregate
                            Number of     Scheduled          Scheduled
                            Mortgage      Principal Balance  Principal Balance
                            Loans As of   As of              As of
Negative Amortization       Cut-Off Date  Cut-Off Date       Cut-Off Date
- ---------------------       ------------  ------------       ------------
Negative Amortization ....      426       $262,114,246          81.83%
No Negative Amortization .      118         58,210,530          18.17
                                ---         ----------          -----
         Total............      544       $320,324,776         100.00%
                                ===       ============         =======






                                   Commercial
                                   ----------
                                                            Percentage of
                                                            Southern
                                                            California
                                                            Commercial
                                         Aggregate          by Aggregate
                           Number of     Scheduled          Scheduled
                           Mortgage      Principal Balance  Principal Balance
                           Loans As of   As of              As of
Negative Amortization      Cut-Off Date  Cut-Off Date       Cut-Off Date
- ---------------------      ------------  ------------       ------------
Negative Amortization....       71        $61,131,733          59.03%
No Negative Amortization.      119         42,423,306          40.97
                               ---         ----------          -----
         Total...........      190       $103,555,039         100.00%
                               ===       ============         =======







                                      Total
                                      -----

                                                            Percentage of
                                                            Total Southern
                                                            California
                                         Aggregate          by Aggregate
                           Number of     Scheduled          Scheduled
                           Mortgage      Principal Balance  Principal Balance
                           Loans As of   As of              As of
Negative Amortization      Cut-Off Date  Cut-Off Date       Cut-Off Date
- ---------------------      ------------  ------------       ------------
Negative Amortization....      497       $323,245,979          76.26%
No Negative Amortization.      237        100,633,836          23.74
                               ---        -----------          -----
         Total...........      734       $423,879,815         100.00%
                               ===       ============         =======





                 Loans-to-Facilitate and Modified Mortgage Loans
                             in Southern California


                                   Multifamily
                                   -----------

                                                              Percentage of
                                                              Southern
                                                              California
                                                              Multifamily
                                           Aggregate          by Aggregate
                            Number of      Scheduled          Scheduled
                            Mortgage       Principal Balance  Principal Balance
Loans-to-Facilitate and     Loans          As of              As of  
Modified Mortgage Loans     Cut-Off Date   Cut-Off Date       Cut-Off Date
- -----------------------     -------------  ------------      ------------
Loans-to-Facilitate
  (Seller - Originated
  Loans)(1)...............         5         $5,327,000          1.66%
Loans-to-Facilitate
  (Non-RTC)(2)............        16         14,350,629          4.48
Modified Mortgage 
  Loans(3)................        30         30,975,340          9.67
Not Applicable............       493        269,671,807         84.19
                                 ---        -----------         -----
         Total............       544       $320,324,776        100.00%
                                 ===       ============        =======






                                   Commercial
                                   ----------
                                                              Percentage of
                                                              Southern
                                                              California
                                                              Commercial
                                           Aggregate          by Aggregate
                            Number of      Scheduled          Scheduled
                            Mortgage       Principal Balance  Principal Balance
Loans-to-Facilitate and     Loans          As of              As of  
Modified Mortgage Loans     Cut-Off Date   Cut-Off Date       Cut-Off Date
- -----------------------     -------------  ------------       ------------
Loans-to-Facilitate
  (Seller - Originated
  Loans)(1)...............         4         $1,902,534          1.84%
Loans-to-Facilitate
  (Non-RTC)(2)............         1          1,441,890          1.39
Modified Mortgage 
  Loans(3)................         3          1,246,166          1.20
Not Applicable............       182         98,964,449         95.57
                                 ---         ----------         -----
         Total............       190       $103,555,039        100.00%
                                 ===       ============        ======= 




                                     Total
                                   ----------

                                                              Percentage of
                                                              Total Southern
                                                              California
                                           Aggregate          by Aggregate
                            Number of      Scheduled          Scheduled
                            Mortgage       Principal Balance  Principal Balance
Loans-to-Facilitate and     Loans          As of              As of  
Modified Mortgage Loans     Cut-Off Date   Cut-Off Date       Cut-Off Date
- -----------------------     -------------  ------------       ------------
Loans-to-Facilitate
  (Seller - Originated
  Loans)(1)...............         9         $7,229,534           1.71%
Loans-to-Facilitate
  (Non-RTC)(2)............        17         15,792,519           3.73
Modified Mortgage 
  Loans(3)................        33         32,221,506           7.60
Not Applicable............       675        368,636,256          86.96
                                 ---        -----------          -----
         Total............       734       $423,879,815         100.00%
                                 ===       ============         =======       
- ----------
(1)  Loans originated by an RTC institution to facilitate the sale of REO.

(2)  Loans originated by a non-RTC institution to facilitate the sale of REO.

(3)  Loans which the Seller  believes have  substantially  modified terms due to
     default,  reasonable likelihood of default, workout or other credit related
     reasons.


<PAGE>


                                    Exhibit G

                    Available Debt Service Coverage Ratios(1)


                                            Aggregate         Percentage of
                                            Scheduled         Mortgage Loan
                         Number of          Principal Balance Group by
  Debt Service           Mortgage Loans     Outstanding       Aggregate
  Coverage               As of              As of             Scheduled
  Ratios(1)(2)(3)        Cut-Off Date       Cut-Off Date      Principal Balance
  ---------------        ------------       ------------      -----------------
Group 1 Mortgage Loans
0.00x to 0.50x..........        6             $3,046,253          1.40%
0.51x to 0.75x..........        9              8,864,365          4.08
0.76x to 1.00x..........       31             22,426,317         10.32
1.01x to 1.25x..........       32             27,448,174         12.63
1.26x to 1.50x..........       29             15,772,095          7.26
1.51x to 2.00x..........       30             15,325,829          7.05
2.01x to 3.00x..........       10             11,894,886          5.48
3.01x or more...........        1                290,772          0.13
Not Available...........      204            112,176,172         51.65
                              ---            -----------         -----
          Total.........      352           $217,244,863        100.00%
                              ===           ============        ======


                                            Aggregate          Percentage of
                                            Scheduled          Mortgage Loan
                        Number of           Principal Balance  Group by
Debt Service            Mortgage Loans      Outstanding        Aggregate
Coverage                As of               As of              Scheduled
Ratios(1)(2)(3)         Cut-Off Date        Cut-Off Date       Principal Balance
- --------------          -------------       -----------        -----------------
Group 2 Mortgage Loans
Less than Zero .........       3            $ 1,242,744           0.43%
0.00x to 0.50x .........       5              3,283,939           1.13
0.51x to 0.75x .........      10             16,165,831           5.58
0.76x to 1.00x .........      33             38,050,884          13.14
1.01x to 1.25x .........      43             33,294,184          11.50
1.26x to 1.50x .........      26             20,696,228           7.15
1.51x to 2.00x .........      24             19,730,456           6.82
2.01x to 3.00x .........       8              7,452,989           2.57
3.01x or more ..........       6              2,437,566           0.84
Not Available ..........     358            147,135,642          50.84
                             ---           ------------         ------
          Total ........     516           $289,490,463         100.00%
                             ===           ============         ======
- ----------
(1)  The debt service  coverage  ratio of a Mortgage Loan is the ratio of annual
     net operating income generated by the Mortgaged Property,  (or, for certain
     owner  occupied   properties,   the  earnings   before   interest,   taxes,
     depreciation and  amortization)  ("NOI") before payment of any debt service
     on the Mortgage Loan, to the annual debt service on such Mortgage Loan.

(2)  The calculation of the debt service  coverage ratios set forth in the table
     was based upon the ratio of NOI,  derived from  information  for a 12-month
     period ending  December,  1992 or later (or, if less than a 12-month period
     was available,  at least a 9-month period ending April,  1993 or later) to,
     generally, the annualized Monthly Payment in effect as of the Cut-Off Date.

(3)  The data are derived from  operating  statements  provided by the Borrowers
     adjusted in some instances as described below.


                                            Aggregate          Percentage of
                                            Scheduled          Mortgage Loan
                         Number of          Principal Balance  Group by
Debt Service             Mortgage Loans     Outstanding        Aggregate
Coverage                 As of              As of              Scheduled
Ratios(1)(2)(3)          Cut-Off Date       Cut-Off Date       Principal Balance
- ---------------          ------------       -------------      -----------------
Group 3 Mortgage Loans
Less than Zero..........       3              $2,045,375           0.77%
0.00x to 0.50x..........       2                 420,479           0.16
0.51x to 0.75x..........      11               6,462,192           2.43
0.76x to 1.00x..........      12               6,443,374           2.42
1.01x to 1.25x..........      20               9,767,572           3.67
1.26x to 1.50x..........      25              33,034,915          12.43
1.51x to 2.00x..........      34              41,025,745          15.43
2.01x to 3.00x..........      13               4,692,407           1.77
3.01x or more...........      15               6,386,603           2.40
Not Available...........     465             155,579,813          58.52
                             ---             -----------          -----
          Total.........     600            $265,858,475         100.00%
                             ===            ============        =======


                                            Aggregate          Percentage of
                                            Scheduled          Mortgage Loan
                          Number of         Principal Balance  Group by
Debt Service              Mortgage Loans    Outstanding        Aggregate
Coverage                  As of             As of              Scheduled
Ratio(1)(2)(3)            Cut-Off Date      Cut-Off Date       Principal Balance
- --------------           ------------       ------------       -----------------
Group 4 Mortgage Loans
Less than Zero.........       7               $7,180,358            1.96%
0.00x to 0.50x.........      13               19,333,426            5.29
0.51x to 0.75x.........       8                8,940,274            2.44
0.76x to 1.00x.........      14               19,143,251            5.23
1.01x to 1.25x.........      19               22,758,165            6.22
1.26x to 1.50x.........      19               42,121,265           11.52
1.51x to 2.00x.........      24               27,824,479            7.61
2.01x to 3.00x.........      13               19,221,203            5.26
3.01x or more..........       8                4,496,502            1.23
Not Available..........     522              194,706,422           53.24
                            ---              -----------           -----
          Total........     647             $365,725,345          100.00%
                            ===             ============          =======
- ----------

(1)  The debt service  coverage  ratio of a Mortgage Loan is the ratio of annual
     net operating income generated by the Mortgaged Property,  (or, for certain
     owner  occupied   properties,   the  earnings   before   interest,   taxes,
     depreciation and  amortization)  ("NOI") before payment of any debt service
     on the Mortgage Loan, to the annual debt service on such Mortgage Loan.

(2)  The calculation of the debt service  coverage ratios set forth in the table
     was based upon the ratio of NOI,  derived from  information  for a 12-month
     period ending  December,  1992 or later (or, if less than a 12-month period
     was available,  at least a 9-month period ending April,  1993 or later) to,
     generally, the annualized Monthly Payment in effect as of the Cut-Off Date.

(3)  The data are derived from  operating  statements  provided by the Borrowers
     adjusted in some instances as described below.

                    Available Debt Service Coverage Ratio(1)
                              for the Mortgage Pool


                                          Aggregate
                                          Scheduled           Percentage of
                      Number of           Principal Balance   Mortgage Pool
Debt Service          Mortgage Loans      Outstanding         by Aggregate
Coverage              As of               As of               Scheduled
Ratios(1)(2)(3)       Cut-Off Date        Cut-Off Date        Principal Balance
- ---------------       ------------        ------------        -----------------
Less than Zero........       13            $10,468,476             0.92%
0.00x to 0.50x........       26             26,084,097             2.29
0.51x to 0.75x........       38             40,432,662             3.55
0.76x to 1.00x........       90             86,063,826             7.56
1.01x to 1.25x........      114             93,268,095             8.19
1.26x to 1.50x........       99            111,624,503             9.81
1.51x to 2.00x........      112            103,906,509             9.13
2.01x to 3.00x........       44             43,261,485             3.80
3.01x or more.........       30             13,611,443             1.20
Not Available.........    1,549            609,598,050            53.55
                          -----           ------------            -----
          Total.......    2,115          $1,138,319,146           100.00%
                          =====          ==============           ====== 
 ----------

(1)  The debt service  coverage  ratio of a Mortgage Loan is the ratio of annual
     net operating income generated by the Mortgaged Property,  (or, for certain
     owner  occupied   properties,   the  earnings   before   interest,   taxes,
     depreciation,  and amortization) ("NOI") before payment of any debt service
     on the Mortgage Loan, to the annual debt service on such Mortgage Loan.

(2)  The calculation of the debt service  coverage ratios set forth in the table
     was based upon the ratio of NOI,  derived from  information  for a 12-month
     period ending  December,  1992 or later (or, if less than a 12-month period
     was available,  at least a 9-month period ending April,  1993 or later) to,
     generally, the annualized Monthly Payment in effect as of the Cut-Off Date.

(3)  The data are derived from  operating  statements  provided by the Borrowers
     adjusted in some instances as described below.


                    Available Debt Service Coverage Ratio(1)
                    for Mortgage Loans in Southern California


                                   Multifamily
                                   -----------

                                                               Percentage of
                                                               Southern
                                                               California
                                                               Multifamily
                                          Aggregate            by Aggregate
                          Number of       Scheduled            Scheduled
Debt Service              Mortgage        Principal Balance    Principal Balance
Coverage                  Loans As of     As of                As of
Ratios(1)(2)(3)           Cut-Off Date    Cut-Off Date         Cut-Off Date
- ---------------           ------------    ------------         ------------
Less than Zero.........         1            $189,443              0.06%
0.00x to 0.50x.........         8           3,716,696              1.16
0.51x to 0.75x.........        17          16,043,682              5.01
0.76x to 1.00x.........        51          32,930,019             10.28
1.01x to 1.25x.........        60          37,798,037             11.80
1.26x to 1.50x.........        52          44,296,135             13.83
1.51x to 2.00x.........        35          13,247,119              4.14
2.01x to 3.00x.........        12          12,028,615              3.76
3.01x or more..........         2             406,936              0.13
Not Available..........       306         159,668,094             49.83
                              ---         -----------             -----
         Total.........       544        $320,324,776            100.00%
                               ---       ------------            -------

           
                                   Commercial
                                   ----------

                                                              Percentage of
                                                              Southern
                                                              California
                                                              Commercial
                                          Aggregate           by Aggregate
                          Number of       Scheduled           Scheduled
 Debt Service             Mortgage        Principal Balance   Principal Balance
 Coverage                 Loans As of     As of               As of
 Ratios(1)(2)(3)          Cut-Off Date    Cut-Off Date        Cut-Off Date
 ---------------          ------------    ------------        ------------
Less than Zero..........    2                $994,395             0.96%
0.00x to 0.50x..........    2                 395,776             0.38
0.51x to 0.75x..........    4               1,997,664             1.93
0.76x to 1.00x..........    4               2,959,422             2.86
1.01x to 1.25x..........   10               5,492,139             5.30
1.26x to 1.50x..........   15               6,959,646             6.72
1.51x to 2.00x..........   17              19,642,670            18.97
2.01x to 3.00x..........   11               4,075,346             3.94
3.01x or more...........    7               2,545,243             2.46
Not Available...........  118              58,492,738            56.48
                          ---              ----------            -----
         Total..........  190            $103,555,039           100.00%
                          ===            ============          =======

                                      Total
                                      -----
                                                              Percentage of
                                                              Total Southern
                                                              California
                                       Aggregate              by Aggregate
                       Number of       Scheduled              Scheduled
Debt Service           Mortgage        Principal Balance      Principal Balance
Coverage               Loans As of     As of                  As of
Ratios(1)(2)(3)        Cut-Off Date    Cut-Off Date           Cut-Off Date
- ---------------        ------------    ------------           ------------
Less than Zero........      3           $1,183,838                0.28%
0.00x to 0.50x........     10            4,112,472                0.97
0.51x to 0.75x........     21           18,041,346                4.26
0.76x to 1.00x........     55           35,889,441                8.47
1.01x to 1.25x........     70           43,290,176               10.21
1.26x to 1.50x........     67           51,255,781               12.09
1.51x to 2.00x........     52           32,889,789                7.76
2.01x to 3.00x........     23           16,103,961                3.80
3.01x or more.........      9            2,952,178                0.70
Not Available.........    424          218,160,832               51.46
                          ---          -----------               -----
            Total.....    734         $423,879,815              100.00%
                          ===         ============              ====== 
 ----------
(1)  The debt service  coverage  ratio of a Mortgage Loan is the ratio of annual
     net operating income generated by the Mortgaged Property,  (or, for certain
     owner  occupied   properties,   the  earnings   before   interest,   taxes,
     depreciation and amortization) ("NOI"),  before payment of any debt service
     on the Mortgage Loan, to the annual debt service on such Mortgage Loan.

(2)  The calculation of the debt service  coverage ratios set forth in the table
     was based upon the ratio of NOI,  derived from  information  for a 12-month
     period ending  December,  1992 or later (or, if less than a 12-month period
     was available,  at least a 9-month period ending April,  1993 or later) to,
     generally, the annualized Monthly Payment in effect as of the Cut-Off Date.

(3)  The data are derived from  operating  statements  provided by the Borrowers
     adjusted in some instances as described below.

<PAGE>

    The weighted  average  debt  service  coverage is 1.32 times for the Group 1
Mortgage  Loans for which  operating  information  is  available,  the  weighted
average debt service  coverage is 1.21 times for the Group 2 Mortgage  Loans for
which  operating  information  is available,  the weighted  average debt service
coverage  is 1.58  times for the  Group 3  Mortgage  Loans  for which  operating
information is available and the weighted  average debt service coverage is 1.29
times  for the  Group 4  Mortgage  Loans  for  which  operating  information  is
available.  The weighted  average  debt  service  coverage is 1.34 times for the
Mortgage Pool for which operating information is available, the weighted average
debt  service  coverage is 1.24 times for the  Southern  California  Multifamily
Mortgage  Loans for which  operating  information  is  available,  the  weighted
average  debt  service  coverage  is  1.65  times  for the  Southern  California
Commercial  Mortgage Loans for which  operating  information  is available,  the
weighted  average  debt  service  coverage is 1.33 times for the Total  Southern
California Mortgage Loans for which operating information is available.

    For  Group  1  Mortgage  Loans,  the  Seller  obtained  property   operating
statements  or  operating   information  for  minimum  12-month  periods  ending
December,  1992 or later (or, if less than a 12-month  period was available,  at
least a 9-month  period  ending  April,  1993 or later) from 148 Mortgage  Loans
which  represented  approximately  48.35% of the aggregate  Scheduled  Principal
Balance  of the  Group 1  Mortgage  Loans as of the  Cut-Off  Date.  For Group 2
Mortgage Loans, the Seller obtained property  operating  statements or operating
information for minimum 12-month periods ending December,  1992 or later (or, if
less than a 12-month  period was  available,  at least a 9-month  period  ending
April,  1993 or later) from 158 Mortgage Loans which  represented  approximately
49.16% of the  aggregate  Scheduled  Principal  Balance  of the Group 2 Mortgage
Loans as of the Cut-Off  Date.  For Group 3 Mortgage  Loans the Seller  obtained
property  operating  statements or operating  information  for minimum  12-month
periods ending  December,  1992 or later (or, if less than a 12-month period was
available,  at least a 9-month  period  ending  April,  1993 or later)  from 135
Mortgage Loans which represented approximately 41.48% of the aggregate Scheduled
Principal  Balance of the Group 3 Mortgage  Loans as of the  Cut-Off  Date.  For
Group 4 Mortgage  Loans the Seller  obtained  property  operating  statements or
operating  information for minimum  12-month  periods ending  December,  1992 or
later (or,  if less than a 12-month  period  was  available,  at least a 9-month
period ending April,  1993 or later) from 125 Mortgage  Loans which  represented
approximately 46.76% of the aggregate Scheduled Principal Balance of the Group 4
Mortgage  Loans as of the  Cut-Off  Date.  For the  Mortgage  Pool,  the  Seller
obtained  property  operating  statements or operating  information  for minimum
12-month  periods  ending  December,  1992 or later (or, if less than a 12-month
period was available, at least a 9-month period ending April 1993 or later) from
566  Mortgage  Loans which  represented  approximately  46.45% of the  aggregate
Scheduled Principal Balance of the Mortgage Pool as of the Cut-Off Date. For the
Southern  California  Multifamily  Mortgage Loans, the Seller obtained  property
operating  statements  or operating  information  for minimum  12-month  periods
ending  December,  1992  or  later  (or,  if less  than a  12-month  period  was
available,  at least a 9-month  period  ending  April,  1993 or later)  from 238
Mortgage Loans which represented approximately 50.17% of the aggregate Scheduled
Principal Balance of the Southern  California  Multifamily  Mortgage Loans as of
the Cut-Off Date. For the Southern  California  Commercial  Mortgage Loans,  the
Seller  obtained  property  operating  statements or operating  information  for
minimum 12-month periods ending December,  1992 or later (or, if less than a 12-
month period was  available,  at least a 9-month  period ending  April,  1993 or
later) from 72  Mortgage  Loans which  represented  approximately  43.52% of the
aggregate  Scheduled  Principal  Balance of the Southern  California  Commercial
Mortgage  Loans  as of the  Cut-Off  Date.  For the  Total  Southern  California
Mortgage Loans, the Seller obtained property  operating  statements or operating
information for minimum 12-month periods ending December,  1992 or later (or, if
less than a 12-month  period was  available,  at least a 9-month  period  ending
April,  1993 or later) from 310 Mortgage Loans which  represented  approximately
48.53% of the  aggregate  Scheduled  Principal  Balance  of the  Total  Southern
California Mortgage Loans as of the Cut-Off Date. In some instances, adjustments
were made to such operating statements and operating  information,  resulting in
an increase or decrease in the net operating  income stated therein,  based upon
the Seller's evaluation of such operating  statements and operating  information
and the  assumptions  applied by the Borrower in preparing  such  statements and
information.  No  assurance  can be given with  respect to the  accuracy  of the
information provided by any Borrower,  or the results of any adjustments thereto
by or on behalf of the Seller,  concerning the operating income derived from any
Mortgaged  Property.  In addition,  since Borrowers under the remaining Mortgage
Loans did not submit  operating  information,  the current debt service coverage
ratios  with  respect  to those  Mortgage  Loans  have not  been  determined  or
inferred,  and no assurance can be given that the  information  set forth in the
table is representative of those Mortgage Loans.

    The  operating  information  supplied by Borrowers and used by the Seller to
calculate debt service coverage ratios may be for periods that ended as long ago
as December 1992. The Seller does not have  information as to the current levels
of rental income generated by the Mortgaged Properties for which it had obtained
operating  information,  and current  rental income on a significant  portion of
such  Mortgaged  Properties may have changed as a result of changes in occupancy
rates and levels of rent on space that is  occupied.  Accordingly,  debt service
coverage  ratios for the  Mortgage  Loans for which such ratios are set forth in
the table above may have changed  substantially  since the end of the period for
which such ratios were calculated.

    Because debt service coverage ratios were not calculated with respect to the
remaining  Mortgage Loans,  representing  approximately  53.55% of the aggregate
Scheduled  Principal  Balance of the Mortgage  Loans as of the Cut-Off  Date, no
assurance  can be given that the  information  set forth in the above  tables is
representative  of such Mortgage Loans or that such remaining  Mortgage Loans do
not include  Mortgage Loans with debt service  coverage ratios equal to or lower
than those of the Mortgage Loans for which such ratios were calculated.  Because
of, among other things,  the lack of uniformity in the data  underlying the debt
service  coverage  ratio  information   contained  herein  and  the  absence  of
independent  verification  of such  data,  there  can be no  assurance  that the
information  derived from the sample is  representative  of similar  information
which would have been developed had operating information been available for all
the Mortgage Loans.  Moreover,  if the sample is  representative of the Mortgage
Loans, the Trust Fund includes  Mortgage Loans with debt service coverage ratios
of less than  break-even  that were not  included in the  sample.  In any event,
prospective investors should consider the Mortgage Loans to be nonrecourse loans
as to  which,  in the  event of a  Borrower  default,  recourse  may be had only
against the specific  commercial  property  pledged to secure that Mortgage Loan
(and not against the Borrower's other assets).


<PAGE>
<TABLE>
<CAPTION>
                 EXHIBIT H -- CHARACTERISTICS OF THE 50 LARGEST
           MULTIFAMILY MORTGAGE LOANS IN MORTGAGE LOAN GROUPS 1 AND 2



                                                                          Current                             Original
                                                                          Mortgage         Original           Amort
                                   Property                               Interest         Term               Term
         City            State       Type              Index              Rate             (Months)(11)       (Months)
- ----------------------  --------  ----------   ---------------------      ---------        ------------       --------

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


Mortgage Loan Group 1
San Diego                CA       MULTIFAMILY  COFI 11th Dist Weighted    6.175%               120                 360
                                               Average
Walnut Creek             CA       MULTIFAMILY  COFI 11th Dist Weighted    6.050               120                 360
                                               Average
Campbell                 CA       MULTIFAMILY  COFI 11th Dist Weighted    6.294               360                 360
                                               Average
Fontana                  CA       MULTIFAMILY  COFI 11th Dist Weighted    6.230                61               0(10)
                                               Average
San Francisco            CA       MULTIFAMILY  COFI 11th Dist Weighted    6.148               360                 360
                                               Average
Miami                    FL       MULTIFAMILY  COFI 11th Dist Weighted    11.00               115                 360
                                               Average

Los Angeles              CA       MULTIFAMILY  LIBOR -- 1 Year            7.000               180                 360



Tustin                   CA       MULTIFAMILY  LIBOR -- 1 Month           8.500               180                 360
Covina                   CA       MULTIFAMILY  LIBOR -- 1 Month           7.000               163                 343
Fontana                  CA       MULTIFAMILY  COFI 11th Dist Weighted    6.250               180                 360
                                               Average
Los Angeles              CA       MULTIFAMILY  COFI 11th Dist Weighted    6.875               360                 360
                                               Average
Los Angeles              CA       MULTIFAMILY  COFI 11th Dist Weighted    7.000               120                 360
                                               Average
Stockton                 CA       MULTIFAMILY  COFI 11th Dist Weighted    6.175               360                 360
                                               Average
Wayne                    NJ       MULTIFAMILY  PRIME Citibank             8.750                31                 178
Torrance                 CA       MULTIFAMILY  COFI 11th Dist Weighted    6.150               360                 360
                                               Average
Santa Ana                CA       MULTIFAMILY  LIBOR -- 1 Year            7.000                84                 360
Van Nuys                 CA       MULTIFAMILY  LIBOR -- 6 Month           7.915               360                 360
Garden Grove             CA       MULTIFAMILY  LIBOR -- 1 Month           8.550               180                 360
Los Angeles              CA       MULTIFAMILY  LIBOR -- 1 Month           8.050               180                 360
Arcadia                  CA       MULTIFAMILY  LIBOR -- 1 Month           8.350               180                 360
Mortgage Loan Group 1
 Total:                  20       Loans
Mortgage Loan Group 2
St. Petersburg           FL       MULTIFAMILY  Fixed Rate                 7.375%                84                 360
Vacaville                CA       MULTIFAMILY  Fixed Rate                 8.000                63               0(10)
Lakeside                 CA       MULTIFAMILY  LIBOR -- 1 Month           8.700               180                 360
Baytown                  TX       MULTIFAMILY  Fixed Rate                 9.000               180                 360
Mesa                     AZ       MULTIFAMILY  LIBOR -- 1 Month           9.000                60                 360
Pasadena                 TX       MULTIFAMILY  Fixed Rate                 7.000                84                 360
Grand Prairie            TX       MULTIFAMILY  Fixed Rate                 9.750               180                 360
Dallas                   TX       MULTIFAMILY  Fixed Rate                 6.825                83                 360
Grapevine                TX       MULTIFAMILY  Fixed Rate                 8.500                60                 360
Duncanville              TX       MULTIFAMILY  Fixed Rate                 8.375               181                 360
Irving                   TX       MULTIFAMILY  Fixed Rate                 9.000                60                 360
Houston                  TX       MULTIFAMILY  Fixed Rate                 8.750                84                 360
Irving                   TX       MULTIFAMILY  Fixed Rate                 9.000                60                 360
Hollywood                CA       MULTIFAMILY  Fixed Rate                 8.500                84               0(10)
Downey                   CA       MULTIFAMILY  LIBOR -- 1 Month           9.000               180                 360
Downey                   CA       MULTIFAMILY  LIBOR -- 1 Month           9.250               360                 360
Abilene                  TX       MULTIFAMILY  Fixed Rate                 9.750                84                 360
De Soto                  TX       MULTIFAMILY  Fixed Rate                 9.125               180                 360
Anaheim                  CA       MULTIFAMILY  Fixed Rate                 7.250                84                 360
East Windsor             NJ       MULTIFAMILY  Fixed Rate                 8.500                60                 360
Baton Rouge              LA       MULTIFAMILY  Fixed Rate                 8.375                84                 361
Austin                   TX       MULTIFAMILY  Fixed Rate                 9.675                84                 360
San Diego                CA       MULTIFAMILY  LIBOR -- 1 Month           9.000               180                 360
Houston                  TX       MULTIFAMILY  Fixed Rate                 9.500                84                 360
North Royalton           OH       MULTIFAMILY  Fixed Rate                 9.250               348              312(8)
Oceanside                CA       MULTIFAMILY  Fixed Rate                 7.375                60                 360
Alhambra                 CA       MULTIFAMILY  LIBOR -- 1 Month           9.000               360                 360
Los Angeles              CA       MULTIFAMILY  LIBOR -- 1 Month           9.000               180                 360
Nacogdoches              TX       MULTIFAMILY  Fixed Rate                 8.250                84                 360
Arlington                TX       MULTIFAMILY  Fixed Rate                 9.625                84                 360
Mortgage Loan Group 2
 Total:                  30       Loans
</TABLE>

<TABLE>
<CAPTION>


"EXHIBIT H -- CHARACTERISTICS OF THE 50 LARGEST MULTIFAMILY MORTGAGE LOANS" TABLE CONTINUED.....
                                                                                                          




                                                                                                        Cut-Off
                                                                                                        Date
                                                                                                        Scheduled
                                Property                              Maturity         Original         Principal      Original
         City           State    Type                 Index           Date(12)         Balance(1)       Balance          LTV(2)
- ----------------------  -----  ----------  -----------------------   ---------         -----------      ----------      -------
<S>                     <C>    <C>         <C>                       <C>              <C>               <C>             <C>

Mortgage Loan Group 1
San Diego                CA    MULTIFAMILY  COFI 11th Dist Weighted    09/01/1996      $26,858,900       $10,134,360     70.68%
                                            Average
Walnut Creek             CA    MULTIFAMILY  COFI 11th Dist Weighted    03/01/1998        7,000,000         6,554,450      71.25
                                            Average
Campbell                 CA    MULTIFAMILY  COFI 11th Dist Weighted    12/01/2018        5,375,000         5,040,301      76.80
                                            Average
Fontana                  CA    MULTIFAMILY  COFI 11th Dist Weighted    07/31/1997        5,715,000         4,946,307      75.80
                                            Average
San Francisco            CA    MULTIFAMILY  COFI 11th Dist Weighted    11/01/2017        5,000,000         4,608,324      67.60
                                            Average
Miami                    FL    MULTIFAMILY  COFI 11th Dist Weighted    11/01/1999        4,004,000         4,016,110      56.39
                                            Average
Los Angeles              CA    MULTIFAMILY  LIBOR -- 1 Year            06/01/2024        6,450,000         3,391,590      75.00



Tustin                   CA    MULTIFAMILY  LIBOR -- 1 Month           04/01/2007        3,338,000         3,273,153      53.00
Covina                   CA    MULTIFAMILY  LIBOR -- 1 Month           04/01/2022        3,200,000         3,128,047      80.00
Fontana                  CA    MULTIFAMILY  COFI 11th Dist Weighted    04/01/2002        3,300,000         3,066,101      78.95
                                            Average
Los Angeles              CA    MULTIFAMILY  COFI 11th Dist Weighted    01/01/2019        3,000,000         2,977,119      66.30
                                            Average
Los Angeles              CA    MULTIFAMILY  COFI 11th Dist Weighted    11/30/2002        3,000,000         2,927,567      70.50
                                            Average
Stockton                 CA    MULTIFAMILY  COFI 11th Dist Weighted    07/01/2018        2,675,000         2,567,650      72.30
                                            Average
Wayne                    NJ    MULTIFAMILY  PRIME Citibank             11/01/1995        2,577,547         2,452,774      68.14
Torrance                 CA    MULTIFAMILY  COFI 11th Dist Weighted    10/01/2017        2,400,000         2,256,456      75.00
                                            Average
Santa Ana                CA    MULTIFAMILY  LIBOR -- 1 Year            03/01/2000        3,200,000         2,087,120      75.29
Van Nuys                 CA    MULTIFAMILY  LIBOR -- 6 Month           09/10/2021        2,025,000         1,961,391      75.00
Garden Grove             CA    MULTIFAMILY  LIBOR -- 1 Month           04/01/2007        1,905,000         1,868,348      73.30
Los Angeles              CA    MULTIFAMILY  LIBOR -- 1 Month           03/01/2022        1,850,000         1,809,316      62.00
Arcadia                  CA    MULTIFAMILY  LIBOR -- 1 Month           04/01/2022        1,800,000         1,762,380      66.67
                                                                                                           ---------
Mortgage Loan Group 1
 Total:                  20    Loans                                                                     $70,828,872
                                                                                                         ===========
Mortgage Loan Group 2
St. Petersburg           FL    MULTIFAMILY  Fixed Rate                 01/01/2001       $8,925,000        $8,862,354     74.38%
Vacaville                CA    MULTIFAMILY  Fixed Rate                 08/15/1999        8,940,000         8,787,260      80.00
Lakeside                 CA    MULTIFAMILY  LIBOR -- 1 Month           04/01/2007        6,400,000         6,281,565      58.50
Baytown                  TX    MULTIFAMILY  Fixed Rate                 06/01/2008        3,990,000         3,955,535     105.00
Mesa                     AZ    MULTIFAMILY  LIBOR -- 1 Month           12/31/1996        3,975,000         3,925,539      82.81
Pasadena                 TX    MULTIFAMILY  Fixed Rate                 06/01/2000        3,697,500         3,650,133  130.00(9)
Grand Prairie            TX    MULTIFAMILY  Fixed Rate                 06/30/2008        3,610,000         3,585,134      64.46
Dallas                   TX    MULTIFAMILY  Fixed Rate                 12/01/2000        3,300,000         3,277,135      75.00
Grapevine                TX    MULTIFAMILY  Fixed Rate                 04/01/1998        3,257,000         3,221,487     101.79
Duncanville              TX    MULTIFAMILY  Fixed Rate                 11/30/2008        3,230,000         3,209,281      96.41
Irving                   TX    MULTIFAMILY  Fixed Rate                 10/31/1998        3,094,000         3,076,517      75.80
Houston                  TX    MULTIFAMILY  Fixed Rate                 01/01/2000        2,990,000         2,953,104      97.71
Irving                   TX    MULTIFAMILY  Fixed Rate                 10/31/1998        2,911,250         2,894,800      85.50
Hollywood                CA    MULTIFAMILY  Fixed Rate                 04/01/1999        2,850,000         2,850,000      80.00
Downey                   CA    MULTIFAMILY  LIBOR -- 1 Month           01/01/2022        2,850,000         2,793,934      66.28
Downey                   CA    MULTIFAMILY  LIBOR -- 1 Month           12/01/2021        2,640,000         2,588,794      57.10
Abilene                  TX    MULTIFAMILY  Fixed Rate                 09/01/1999        2,589,100         2,557,232     106.99
De Soto                  TX    MULTIFAMILY  Fixed Rate                 06/30/2008        2,458,125         2,438,877      74.49
Anaheim                  CA    MULTIFAMILY  Fixed Rate                 11/15/2000        2,410,000         2,392,664      81.69
East Windsor             NJ    MULTIFAMILY  Fixed Rate                 10/01/1997        2,295,000         2,260,403      85.00
Baton Rouge              LA    MULTIFAMILY  Fixed Rate                 11/16/1999        2,446,500         2,235,520      89.00
Austin                   TX    MULTIFAMILY  Fixed Rate                 12/31/1999        2,210,000         2,187,363      80.40
San Diego                CA    MULTIFAMILY  LIBOR -- 1 Month           02/01/2007        2,170,000         2,128,805      70.00
Houston                  TX    MULTIFAMILY  Fixed Rate                 11/01/1999        2,091,000         2,066,388      58.08
North Royalton           OH    MULTIFAMILY  Fixed Rate                 04/28/2007        2,400,000         1,999,431      60.00
Oceanside                CA    MULTIFAMILY  Fixed Rate                 12/01/1998        1,912,500         1,899,076      56.25
Alhambra                 CA    MULTIFAMILY  LIBOR -- 1 Month           06/01/2020        1,950,000         1,898,576      58.00
Los Angeles              CA    MULTIFAMILY  LIBOR -- 1 Month           02/01/2022        1,909,000         1,872,760      67.50
Nacogdoches              TX    MULTIFAMILY  Fixed Rate                 12/31/1999        1,890,000         1,864,255      81.50
Arlington                TX    MULTIFAMILY  Fixed Rate                 01/01/2000        1,785,000         1,766,529      81.50
                                                                                                           ---------
Mortgage Loan Group 2
 Total:                  30    Loans                                                                      $95,480,451
                                                                                                          ===========
</TABLE>

<TABLE>
<CAPTION>

                                                                                                  Maximum                Periodic
                                                                                                  Mortgage     Floor     Rate
                              Property                                   Current                  Interest     Interest  Adjustment
       City             State Type          Index                        LTV(3)       Margin      Rate         Rate      Cap
- ----------------------  -----  -----------  -----------------------      --------      -------    --------     --------  ----------
<S>                      <C>                <C>                          <C>          <C>         <C>          <C>       <C>
Mortgage Loan Group 1
San Diego                CA    MULTIFAMILY  COFI 11th Dist Weighted        (13)%        2.375%      15.750%    5.750%
                                            Average
Walnut Creek             CA    MULTIFAMILY  COFI 11th Dist Weighted        66.71        2.250       13.900     5.724
                                            Average
Campbell                 CA    MULTIFAMILY  COFI 11th Dist Weighted        72.02        2.250       13.900     6.294
                                            Average
Fontana                  CA    MULTIFAMILY  COFI 11th Dist Weighted        65.60        2.500
                                            Average
San Francisco            CA    MULTIFAMILY  COFI 11th Dist Weighted        62.30        2.348       14.500      4.750
                                            Average

Miami                    FL    MULTIFAMILY  COFI 11th Dist Weighted        56.56        2.500
                                            Average
Los Angeles              CA    MULTIFAMILY  LIBOR -- 1 Year                39.44        2.500       14.000       7.000     1.000%



Tustin                   CA    MULTIFAMILY  LIBOR -- 1 Month               51.97        2.750       14.250       8.250
Covina                   CA    MULTIFAMILY  LIBOR -- 1 Month               78.20        2.750       14.250       7.000
                         CA    MULTIFAMILY  COFI 11th Dist Weighted        73.35        2.375       15.000       5.000      1.000
                                            Average
Los Angeles              CA    MULTIFAMILY  COFI 11th Dist Weighted        65.79        2.250       13.650       6.875
                                            Average
Los Angeles              CA    MULTIFAMILY  COFI 11th Dist Weighted        68.80        2.250       12.000       7.000
                                            Average
Stockton                 CA    MULTIFAMILY  COFI 11th Dist Weighted        69.40        2.375       13.650       6.118
                                            Average
Wayne                    NJ    MULTIFAMILY  PRIME Citibank                 64.84        1.000
Torrance                 CA    MULTIFAMILY  COFI 11th Dist Weighted        70.51        2.350       14.000       5.250
                                            Average
Santa Ana                CA    MULTIFAMILY  LIBOR -- 1 Year                49.11        2.750       12.000       7.000      1.000
Van Nuys                 CA    MULTIFAMILY  LIBOR -- 6 Month               72.64        2.725       14.375                  1.000
Garden Grove             CA    MULTIFAMILY  LIBOR -- 1 Month               71.89        2.750       14.250       8.050
Los Angeles              CA    MULTIFAMILY  LIBOR -- 1 Month               60.64        2.750       14.250       7.800
Arcadia                  CA    MULTIFAMILY  LIBOR -- 1 Month               65.28        2.750       14.250       8.100
Mortgage Loan Group 1
 Total:                  20    Loans                                                 
Mortgage Loan Group 2
St. Petersburg           FL    MULTIFAMILY  Fixed Rate                     73.86%
Vacaville                CA    MULTIFAMILY  Fixed Rate                     78.63
Lakeside                 CA    MULTIFAMILY  LIBOR -- 1 Month               57.42         2.750%     14.250%      8.700%
Baytown                  TX    MULTIFAMILY  Fixed Rate                    104.09
Mesa                     AZ    MULTIFAMILY  LIBOR -- 1 Month               81.78         2.750                   9.000
Pasadena                 TX    MULTIFAMILY  Fixed Rate                    128.33
Grand Prairie            TX    MULTIFAMILY  Fixed Rate                     64.02
Dallas                   TX    MULTIFAMILY  Fixed Rate                     74.48
Grapevine                TX    MULTIFAMILY  Fixed Rate                    100.68
Duncanville              TX    MULTIFAMILY  Fixed Rate                     95.79
Irving                   TX    MULTIFAMILY  Fixed Rate                     75.37
Houston                  TX    MULTIFAMILY  Fixed Rate                     96.50
Irving                   TX    MULTIFAMILY  Fixed Rate                     85.02
Hollywood                CA    MULTIFAMILY  Fixed Rate                     80.00
Downey                   CA    MULTIFAMILY  LIBOR -- 1 Month               64.98        2.750        14.250      8.750
Downey                   CA    MULTIFAMILY  LIBOR -- 1 Month               55.99        2.600        14.250      8.750
Abilene                  TX    MULTIFAMILY  Fixed Rate                    105.67
De Soto                  TX    MULTIFAMILY  Fixed Rate                     73.91
Anaheim                  CA    MULTIFAMILY  Fixed Rate                     81.10
East Windsor             NJ    MULTIFAMILY  Fixed Rate                     83.72
Baton Rouge              LA    MULTIFAMILY  Fixed Rate                     81.32
Austin                   TX    MULTIFAMILY  Fixed Rate                     79.58
San Diego                CA    MULTIFAMILY  LIBOR -- 1 Month               68.67        2.750        14.250      8.750
Houston                  TX    MULTIFAMILY  Fixed Rate                     57.40
North Royalton           OH    MULTIFAMILY  Fixed Rate                     49.99
Oceanside                CA    MULTIFAMILY  Fixed Rate                     55.86
Alhambra                 CA    MULTIFAMILY  LIBOR -- 1 Month               56.47        2.625        14.375      9.000
Los Angeles              CA    MULTIFAMILY  LIBOR -- 1 Month               66.22        2.750        14.250      8.750
Nacogdoches              TX    MULTIFAMILY  Fixed Rate                     80.39
Arlington                TX    MULTIFAMILY  Fixed Rate                     80.66
Mortgage Loan Group 2
 Total:                  30    Loans
</TABLE>





<TABLE>
<CAPTION>


                        Rate        Payment
                        Reset       Adj.        Negam     Debt         Monthly
                        Frequency   Frequency   Percent   Service      Payments
      City              Months      Months)     Cap       Coverage(4)  Past Due
      ----              ------      ---------   -------   -----------  --------
<S>                     <C>           <C>        <C>       <C>           <C>

Mortgage Loan Group 1
San Diego                 1            12                    2.94         0
Walnut Creek              1            12                    1.03         0
Campbell                  1            12                 1.37(7)         0
Fontana                  12            12                    0.64         0
San Francisco             1            12                 1.67(7)         0
Miami                    60            60        5.0%        1.74         0
Los Angeles              12            12         (6)     2.30(7)         0
Tustin                    1            12        10.0     1.41(7)         0
Covina                    1            12        10.0        1.03         0
Fontana                   6             6         (6)     1.22(7)         1
Los Angeles               1            12                 1.44(7)         0
Los Angeles               1            12                    0.78         0
Stockton                  1            12                    1.21         0
Wayne                     1            12                     (5)         0
Torrance                  1            12                     (5)         0
Santa Ana                12            12         (6)     1.47(7)         0
Van Nuys                  6             6         (6)         (5)         0
Garden Grove              1            12        10.0        1.31         0
Los Angeles               1            12        10.0     0.86(7)         0
Arcadia                   1            12        10.0     1.26(7)         0
Mortgage Loan Group 1
 Total:
Mortgage Loan Group 2
St. Petersburg                                               0.99         0
Vacaville                                                    0.93         0
Lakeside                  1            12       10.0%        1.42         0
Baytown                                                   1.21(7)         0
Mesa                      1            12                    0.72         0
Pasadena                                                     1.23         0
Grand Prairie                                                0.66         0
Dallas                                                    2.70(7)         0
Grapevine                                                 1.99(7)         0
Duncanville                                               1.50(7)         0
Irving                                                       0.57         0
Houston                                                   1.91(7)         0
Irving                                                        (5)         0
Hollywood                                                    0.51         0
Downey                    1            12        10.0        1.07         0
Downey                    1            12        10.0        1.38         0
Abilene                                                      2.31         0
De Soto                                                       (5)         0
Anaheim                                                       (5)         0
East Windsor                                                  (5)         0
Baton Rouge                                                  1.97         0
Austin                                                    2.82(7)         0
San Diego                 1            12        10.0        1.08         0
Houston                                                      1.63         0
North Royalton                                               4.08         0
Oceanside                                                     (5)         0
Alhambra                  1            12        10.0        1.32         0
Los Angeles               1            12        10.0        1.08         0
Nacogdoches                                                  1.67         0
Arlington                                                 2.32(7)         0
Mortgage Loan Group 2
 Total:

- ----------
(1)  Original  balance is the Mortgage Loan amount at the time the Mortgage Loan
     was originated.

(2)  Original loan to value is the original balance (not modified) divided by
     the original appraised value.

(3)  Current loan to value is the Scheduled  Principal Balance of the loan as
     of the Cut-Off Date divided by the original appraised value.

(4)  The  calculation  of the debt  service  coverage  ratios set forth in the
     table was based upon the ratio of NOI,  derived from information for a 12
     month period  ending  December 1992 or later (or, if less than a 12-month
     period was  available,  at least a 9-month  period  ending  April 1993 or
     later), unless otherwise indicated.

(5)  Information not available.

(6)  No negative amortization amount is permitted.

(7)  Debt Service  Coverage  ratios  calculated  assuming  that the  Mortgaged
     properties  were  released  at  market's   prevailing   effective  rents,
     occupancy rates and operating expenses.

(8)  The mortgage loan had a period of interest  only  payments  prior to the
     start of the amortization period.

(9)  Original LTV based on the purchase price is 85.00%.

(10) Interest only Mortgage Loan.

(11) Without giving effect to any modification or extension of maturity date.

(12) After giving effect to modifications as described herein.

(13) Current  LTV not  available  due to partial  releases of  collateral  with
     concurrent principal curtailments.
</TABLE>


<PAGE>


<TABLE>
<CAPTION>

                                 EXHIBIT I -- CHARACTERISTICS OF THE 50 LARGEST MORTGAGE LOANS IN MORTGAGE LOAN GROUPS 3 AND 4



                                                                                            Current                   Original
                                                                                            Mortgage      Original    Amort
                                      Property                                              Interest      Term        Term
         City             State         Type                           Index                  Rate        (Months)(9) (Months)
- ----------------------   ------  ------------------    ----------------------------------- ---------     ------------ --------
<S>                     <C>          <C>                    <C>                                 <C>          <C>        <C>

Mortgage Loan Group 3
Spring Valley            CA          RETAIL                 COFI 11th Dist Weighted Average      6.004%      120        360
Daytona Beach(11)        FL          MULTIFAMILY            COFI 11th Dist Weighted Average      5.070        28        300
Manalapan                NJ          RETAIL                 PRIME As Stated In Wall Street       8.250        45        360
                                                            Journal
Bellflower               CA          MULTIFAMILY            COFI 11th Dist Weighted Average      6.057       360        360
Greensboro               NC          HOTEL/MOTEL            5 Yr. Advance Rate-FHLB Atlanta      9.500       308        317
Salt Lake City           UT          OFFICE                 COFI 11th Dist Weighted Average      4.700       120        360
Newport Beach            CA          MULTIFAMILY            COFI 11th Dist Weighted Average     10.500       180        360
Valencia                 CA          OFFICE                 COFI 11th Dist Weighted Average      6.332       359        359
Montclair                CA          RETAIL                 COFI 11th Dist Weighted Average      8.000       120        360
Delmar                   DE          RETAIL                 PRIME--Mercantile Safe Deposit &     8.750        45       0(8)
                                                            Trust Co.
Los Angeles              CA          OFFICE                 COFI 11th Dist Weighted Average      6.425       360        360
Fauquier County          VA          HOTEL/MOTEL            Treasury -- 5 Year Weekly Average   10.000        96        360
Woodbridge               VA          CHURCH                 Treasury -- 1 Year Weekly Average    6.375   309(12)        300
Fairfax                  VA          INDUSTRIAL             Treasury -- 3 Year Weekly Average    9.750       360        360
Mendocino                CA          HOTEL/MOTEL            COFI 11th Dist Weighted Average      6.730       120        298
Mortgage Loan Group 3
 Total:                  15          Loans
Mortgage Loan Group 4
Orlando                  FL          HOTEL/MOTEL            Fixed Rate                        8.000%           60        180
New York                 NY          OFFICE                 Fixed Rate                         9.000           29        300
Dallas/Plano             TX          RESORT/GOLF            Fixed Rate                         9.750           84        360
                                     COURSE
Wilmington               DE          HOTEL/MOTEL            Fixed Rate                        11.180          139        360
San Antonio              TX          LAND/WATER             Fixed Rate                         7.375           84       0(8)
                                     UTILITY
Seattle                  WA          INDUSTRIAL             Fixed Rate                         6.290           83        360
Rehoboth Beach           DE          HOTEL/MOTEL            Fixed Rate                         9.500           35        240
Ocean City               MD          HOTEL/MOTEL            Fixed Rate                         8.250           60        300
Gainesville              FL          HOTEL/MOTEL            Fixed Rate                         8.000           85        336
San Antonio              TX          RETAIL                 Fixed Rate                         8.625           84        360
Jacksonville             FL          RETAIL                 Fixed Rate                         7.500           36       0(8)
Richmond                 VA          HOTEL/MOTEL            Fixed Rate                         6.750           60        360
Ocean City               MD          HOTEL/MOTEL            PRIME--Mercantile Safe Deposit &   8.500           98        252
                                                            Trust Co.
Kansas City              MO          OFFICE                 Fixed Rate                         8.000           83        360
Los Gatos                CA          OFFICE                 Fixed Rate                         9.500           84        360
Beaverton                OR          RETAIL                 Fixed Rate                         8.250           84        360
Carrboro                 NC          RETAIL                 Fixed Rate                         8.500           84        360
Miami                    FL          PRIVATE SCHOOL         Fixed Rate                         8.750      241(12)        216
Kissimmee                FL          HOTEL/MOTEL            Fixed Rate                         9.000           84        360
Annapolis                MD          OFFICE                 Fixed Rate                        11.000          137        360
Alpharetta               GA          RESORT/GOLF            Fixed Rate                         9.000           60        240
                                     COURSE
San Antonio              TX          RETAIL                 Fixed Rate                         8.750           84        360
Kissimmee                FL          RETAIL                 Fixed Rate                         7.375           85        360
Houston                  TX          RETAIL                 Fixed Rate                         9.290           84        360
Lubbock                  TX          HOTEL/MOTEL            Fixed Rate                         8.400           84        360
Laurel                   MD          AUTO CENTER            Fixed Rate                         9.950          120        244
Kerrville                TX          HOTEL/MOTEL            Fixed Rate                         7.000           84        360
Dallas                   TX          HOTEL/MOTEL            Fixed Rate                         7.000           83        360
Ocean City               MD          MULTIFAMILY            Fixed Rate                         9.500           31        272
Fairview Heights         IL          HOTEL/MOTEL            Fixed Rate                         9.715           84        360
Houston                  TX          INDUSTRIAL             Fixed Rate                         9.000           84        360
Indianapolis             IN          RETAIL                 Fixed Rate                         9.500           80        300
Landover                 MD          MINI-WAREHOUSE         Fixed Rate                         9.000          120        300
Rapid City               SD          PRIVATE SCHOOL         Fixed Rate                         8.000           84        360
Baltimore                MD          RETAIL                 Fixed Rate                        10.750           60        300
Mortgage Loan Group 4
 Total:                  35          Loans
</TABLE>

<TABLE>
<CAPTION>

                                                                                                         Cut-Off
                                                                                                         Date
                                                                                                         Scheduled
                              Property                                          Maturity    Original     Principal    Original
         City           State Type                  Index                       Date(10)    Balance(1)   Balance      LTV(2)
- ---------------------   ----- ---------     --------------------------------    ----------  -----------  ----------     -------
<S>                     <C>   <C>            <C>                                <C>          <C>         <C>          <C>

Mortgage Loan Group 3
Spring Valley            CA   RETAIL         COFI 11th Dist Weighted Average    01/01/1998   $11,800,000 $10,643,101     80.00%
Daytona Beach(11)        FL   MULTIFAMILY    COFI 11th Dist Weighted Average    12/31/1994     9,800,000   9,506,839   79.83(11)
Manalapan                NJ   RETAIL         PRIME As Stated In Wall Street     07/01/1996     7,116,000   6,805,202      89.00
                                             Journal
Bellflower               CA   MULTIFAMILY    COFI 11th Dist Weighted Average    09/01/2018     6,790,000   6,418,973      75.30
Greensboro               NC   HOTEL/MOTEL    5 Yr. Advance Rate-FHLB Atlanta    03/01/2016     6,100,000   5,690,134        (5)
Salt Lake City           UT   OFFICE         COFI 11th Dist Weighted Average    02/01/1999     5,260,000   4,899,660      83.70
Newport Beach            CA   MULTIFAMILY    COFI 11th Dist Weighted Average    12/01/2001     5,000,000   4,716,516      48.00
Valencia                 CA   OFFICE         COFI 11th Dist Weighted Average    10/01/2018     4,550,000   4,275,526      73.00
Montclair                CA   RETAIL         COFI 11th Dist Weighted Average    07/01/1997     4,500,000   4,203,699      68.08
Delmar                   DE   RETAIL         PRIME--Mercantile Safe Deposit &   08/01/1997     4,133,120   4,082,905      86.26
                                             Trust
                                             Co.
Los Angeles              CA   OFFICE         COFI 11th Dist Weighted Average    01/01/2019     4,125,000   3,784,143      70.21
Fauquier County          VA   HOTEL/MOTEL    Treasury -- 5 Year Weekly Average  08/01/1999     2,000,000   3,235,081      76.92
Woodbridge               VA   CHURCH         Treasury -- 1 Year Weekly Average  11/01/2016     2,800,000   2,961,803      28.57
Fairfax                  VA   INDUSTRIAL     Treasury -- 3 Year Weekly Average  06/01/2020     2,750,000   2,687,214      62.50
Mendocino                CA   HOTEL/MOTEL    COFI 11th Dist Weighted Average    08/01/2014     4,000,000   2,568,812      67.00
                                                                                                           ---------
Mortgage Loan Group 3
 Total:                  15   Loans                                                                      $76,479,614
                                                                                                         ===========
Mortgage Loan Group 4
Orlando                  FL   HOTEL/MOTEL    Fixed Rate                         01/01/1999   $11,170,000 $10,905,339     87.95%
New York                 NY   OFFICE         Fixed Rate                         04/01/1995    12,000,000  10,766,265      64.17
Dallas/Plano             TX   RESORT/GOLF    Fixed Rate                         05/01/1999     9,675,000   9,305,773      96.75
                              COURSE
Wilmington               DE   HOTEL/MOTEL    Fixed Rate                         03/01/2000     8,500,000   8,296,697     100.00
San Antonio              TX   LAND/WATER     Fixed Rate                         05/18/2000     8,766,250   7,572,047      54.33
                              UTILITY
Seattle                  WA   INDUSTRIAL     Fixed Rate                         01/04/2001     6,335,000   6,292,584      54.73
Rehoboth Beach           DE   HOTEL/MOTEL    Fixed Rate                         05/01/1996     6,456,000   6,226,151      64.30
Ocean City               MD   HOTEL/MOTEL    Fixed Rate                         03/01/1998     6,300,000   5,846,902        (5)
Gainesville              FL   HOTEL/MOTEL    Fixed Rate                         06/15/2000     6,500,000   4,565,760      73.03
San Antonio              TX   RETAIL         Fixed Rate                         08/31/2000     4,590,000   4,556,164     113.00
Jacksonville             FL   RETAIL         Fixed Rate                         03/01/1995     4,450,000   4,492,697      83.57
Richmond                 VA   HOTEL/MOTEL    Fixed Rate                         06/01/1998     4,080,000   4,025,181      60.00
Ocean City               MD   HOTEL/MOTEL    PRIME--Mercantile                  07/01/2002     4,200,000   3,774,922      70.00
                                             Safe Deposit & Trust
                                             Co.
Kansas City              MO   OFFICE         Fixed Rate                         12/14/2000     3,740,000   3,721,955      75.00
Los Gatos                CA   OFFICE         Fixed Rate                         10/01/1999     3,650,000   3,604,903      76.80
Beaverton                OR   RETAIL         Fixed Rate                         04/23/2000     3,562,500   3,524,217      71.25
Carrboro                 NC   RETAIL         Fixed Rate                         07/01/2000     3,520,000   3,488,731      69.70
Miami                    FL   PRIVATE SCHOOL Fixed Rate                         04/15/2012     3,675,000   3,468,214      61.25
Kissimmee                FL   HOTEL/MOTEL    Fixed Rate                         07/01/1999     3,400,850   3,347,739      71.98
Annapolis                MD   OFFICE         Fixed Rate                         11/01/1999     3,345,000   3,254,225      75.17
Alpharetta               GA   RESORT/GOLF    Fixed Rate                         12/29/1998     9,200,000   3,199,808        (5)
                              COURSE
San Antonio              TX   RETAIL         Fixed Rate                         10/01/1999     3,004,750   2,961,630      60.10
Kissimmee                FL   RETAIL         Fixed Rate                         02/01/2001     2,850,000   2,832,273      64.00
Houston                  TX   RETAIL         Fixed Rate                         10/01/1999     2,762,500   2,726,901      61.39
Lubbock                  TX   HOTEL/MOTEL    Fixed Rate                         10/01/1999     2,677,500   2,636,337      81.14
Laurel                   MD   AUTO CENTER    Fixed Rate                         11/30/2003     2,800,000   2,608,621      80.00
Kerrville                TX   HOTEL/MOTEL    Fixed Rate                         03/23/2000     2,543,750   2,503,181      55.30
Dallas                   TX   HOTEL/MOTEL    Fixed Rate                         06/04/2000     2,517,500   2,490,551      54.70
Ocean City               MD   MULTIFAMILY    Fixed Rate                         04/01/1995     3,000,000   2,477,730      68.00
Fairview Heights         IL   HOTEL/MOTEL    Fixed Rate                         08/01/1999     2,507,500   2,476,417      79.35
Houston                  TX   INDUSTRIAL     Fixed Rate                         08/30/2000     2,460,000   2,443,193      84.83
Indianapolis             IN   RETAIL         Fixed Rate                         12/31/1999     2,650,000   2,371,296        (5)
Landover                 MD   MINI-WAREHOUSE Fixed Rate                         02/01/2003     2,395,500   2,352,042        (5)
Rapid City               SD   PRIVATE SCHOOL Fixed Rate                         11/30/2000     5,211,694   2,343,076      66.03
Baltimore                MD   RETAIL         Fixed Rate                         08/01/2013     2,500,000   2,329,036      59.52
                                                                                                           ---------
Mortgage Loan Group 4
 Total:                  35     Loans                                                                       $149,788,558
                                                                                                            ============


</TABLE>




"EXHIBIT I - CHARACTERISTICS OF THE 50 LARGEST MORTGAGE LOANS IN MORTGAGE LOAN
GROUPS 3 AND 4 CONTINUED....
<TABLE>
<CAPTION>



                                                                                                        Maximum
                                                                                                        Mortgage   Floor
                              Property                                           Current                Interest   Interest
City                   State  Type                     Index                     LTV(3)       Margin    Rate       Rate
- --------------------   ------ --------------  -----------------------------      --------     -------   ---------- ------
<S>                      <C> <C>             <C>                                   <C>         <C>      <C>       <C>

Mortgage Loan Group 3
Spring Valley            CA   RETAIL          COFI 11th Dist Weighted Average       72.16%      2.200%  14.644%   4.644%
Daytona Beach(11)        FL   MULTIFAMILY     COFI 11th Dist Weighted Average       77.44(11)   1.250
Manalapan                NJ   RETAIL          PRIME As Stated In Wall Street        85.11       1.000
                                              Journal
Bellflower               CA   MULTIFAMILY     COFI 11th Dist Weighted Average       71.19       2.257    13.900     5.850
Greensboro               NC   HOTEL/MOTEL     5 Yr. Advance Rate-FHLB Atlanta         (5)       2.000
Salt Lake City           UT   OFFICE          COFI 11th Dist Weighted Average       77.97       1.000
Newport Beach            CA   MULTIFAMILY     COFI 11th Dist Weighted Average       45.28       2.250    14.620     6.380
Valencia                 CA   OFFICE          COFI 11th Dist Weighted Average       68.60       2.532    14.750     5.500
Montclair                CA   RETAIL          COFI 11th Dist Weighted Average       63.60       2.250    14.500     8.000
Delmar                   DE   RETAIL          PRIME--Mercantile Safe Deposit &      85.21       1.500               7.500
                                              Trust
                                              Co.
Los Angeles              CA   OFFICE          COFI 11th Dist Weighted Average       64.41       2.625    14.750     6.156
Fauquier County          VA   HOTEL/MOTEL     Treasury -- 5 Year Weekly Average    124.42       3.500
Woodbridge               VA   CHURCH          Treasury -- 1 Year Weekly Average     30.22       3.000    14.875
Fairfax                  VA   INDUSTRIAL      Treasury -- 3 Year Weekly Average     61.07       3.250    17.750
Mendocino                CA   HOTEL/MOTEL     COFI 11th Dist Weighted Average       43.03       3.000
Mortgage Loan Group 3
 Total:                  15   Loans
Mortgage Loan Group 4
Orlando                  FL   HOTEL/MOTEL     Fixed Rate                           85.87%
New York                 NY   OFFICE          Fixed Rate                            57.57
Dallas/Plano             TX   RESORT/GOLF     Fixed Rate                            93.06
                              COURSE
Wilmington               DE   HOTEL/MOTEL     Fixed Rate                            97.61
San Antonio              TX   LAND/WATER      Fixed Rate                            46.93
                              UTILITY
Seattle                  WA   INDUSTRIAL      Fixed Rate                            54,36
Rehoboth Beach           DE   HOTEL/MOTEL     Fixed Rate                            62.01
Ocean City               MD   HOTEL/MOTEL     Fixed Rate                              (5)
Gainesville              FL   HOTEL/MOTEL     Fixed Rate                            51.30
San Antonio              TX   RETAIL          Fixed Rate                           112.17
Jacksonville             FL   RETAIL          Fixed Rate                            84.37
Richmond                 VA   HOTEL/MOTEL     Fixed Rate                            59.19
Ocean City               MD   HOTEL/MOTEL     PRIME--Mercantile Safe                62.92        2.000%   12.500%    8.500%
                                              Deposit & Trust Co.
Kansas City              MO   OFFICE          Fixed Rate                            74.64
Los Gatos                CA   OFFICE          Fixed Rate                            75.85
Beaverton                OR   RETAIL          Fixed Rate                            70.48
Carrboro                 NC   RETAIL          Fixed Rate                            69.08
Miami                    FL   PRIVATE SCHOOL  Fixed Rate                            57.80
Kissimmee                FL   HOTEL/MOTEL     Fixed Rate                            70.86
Annapolis                MD   OFFICE          Fixed Rate                            73.13
Alpharetta               GA   RESORT/GOLF     Fixed Rate                              (5)
                              COURSE
San Antonio              TX   RETAIL          Fixed Rate                            59.24
Kissimmee                FL   RETAIL          Fixed Rate                            63.60
Houston                  TX   RETAIL          Fixed Rate                            60.60
Lubbock                  TX   HOTEL/MOTEL     Fixed Rate                            79.89
Laurel                   MD   AUTO CENTER     Fixed Rate                            74.53
Kerrville                TX   HOTEL/MOTEL     Fixed Rate                            54.42
Dallas                   TX   HOTEL/MOTEL     Fixed Rate                            54.11
Ocean City               MD   MULTIFAMILY     Fixed Rate                            56.16
Fairview Heights         IL   HOTEL/MOTEL     Fixed Rate                            78.37
Houston                  TX   INDUSTRIAL      Fixed Rate                            84.25
Indianapolis             IN   RETAIL          Fixed Rate                              (5)
Landover                 MD   MINI-WAREHOUSE  Fixed Rate                              (5)
Rapid City               SD   PRIVATE SCHOOL  Fixed Rate                            29.69
Baltimore                MD   RETAIL          Fixed Rate                            55.45
Mortgage Loan Group 4
 Total:                  35   Loans

</TABLE>

<TABLE>
<CAPTION>

                                       
                         Periodic      Rate        Payment
                         Rate          Reset       Adj.         Negam          Debt           Monthly
                         Adjustment    Frequency   Frequency    Percent        Service        Payments
      City               Cap           (Months)    Months)      Cap            Coverage(4)    Past Due
- ----------------------   ------------  ----------- -----------  -------------- -------------  -----------
<S>                       <C>           <C>       <C>            <C>              <C>          <C>
Mortgage Loan Group 3
Spring Valley                             1         12                                1.69     1
Daytona Beach(11)                        12         12            (6)              2.22(7)     0
Manalapan                                 1          1            (6)                 1.32     0
Bellflower                                1         12                                1.26     0
Greensboro                               60         60            (6)                 1.79     0
Salt Lake City                           12         12            (6)                 1.70     1
Newport Beach                             1         12                                1.31     0
Valencia                                  1         12                             1.70(7)     0
Montclair                                 1         12                             1.27(7)     0
Delmar                                    1         12                             1.16(7)     0
Los Angeles                               1         12                             1.50(7)     0
Fauquier County                          36         36            (6)                 1.37     1
Woodbridge                  2.000%       12         12            (6)                 1.32     1
Fairfax                     2.000        36         36            (6)              0.93(7)     0
Mendocino                                 6         12                             2.99(7)     0
Mortgage Loan Group 3
 Total:
Mortgage Loan Group 4
Orlando                                                                              1.49      0
New York                                                                             1.32      0
Dallas/Plano                                                                         0.48      0
Wilmington                                                                           1.25      0
San Antonio                                                                           (5)      0
Seattle                                                                              2.50      0
Rehoboth Beach                                                                       1.75      0
Ocean City                                                                           0.84      0
Gainesville                                                                       3.17(7)      0
San Antonio                                                                          1.45      0
Jacksonville                                                                         1.40      0
Richmond                                                                          7.69(7)      0
Ocean City                               12          12            (6)             (0.10)      0
Kansas City                                                                          0.45      0
Los Gatos                                                                            2.18      0
Beaverton                                                                            1.52      0
Carrboro                                                                          4.41(7)      0
Miami                                                                                0.80      0
Kissimmee                                                                         3.87(7)      0
Annapolis                                                                         0.47(7)      0
Alpharetta                                                                           1.55      0
San Antonio                                                                       2.57(7)      0
Kissimmee                                                                            0.96      0
Houston                                                                           3.55(7)      0
Lubbock                                                                           1.29(7)      0
Laurel                                                                                (5)      1
Kerrville                                                                            1.19      0
Dallas                                                                                (5)      0
Ocean City                                                                        1.23(7)      0
Fairview Heights                                                                      (5)      0
Houston                                                                              1.22      0
Indianapolis                                                                      1.59(7)      0
Landover                                                                             0.74      0
Rapid City                                                                            (5)      0
Baltimore                                                                            0.68      0
Mortgage Loan Group 4
 Total:
- ----------
 (1) Original  balance is the Mortgage Loan amount at the time the Mortgage Loan
was originated.

    (2) Original loan to value is the original balance (not Modified) divided by
the original appraised value.

    (3) Current loan to value is the Scheduled  Principal Balance of the loan as
of the Cut-Off date divided by the original appraised value.

    (4)The  calculation  of the debt  service  coverage  ratios set forth in the
       table was based upon the ratio of NOI,  derived from information for a 12
       month period  ending  December 1992 or later (or, if less than a 12-month
       period was  available,  at least a 9-month  period  ending  April 1993 or
       later), unless otherwise indicated.

    (5) Information not available.

    (6) No negative amortization amount is permitted.

    (7)Debt Service  Coverage ratios are calculated  assuming that the Mortgaged
       properties  were  released  at  market's   prevailing   effective  rents,
       occupancy rates and operating expenses.

    (8) Interest only Mortgage Loan.

    (9) Without giving effect to any modification or extension of maturity date.

(10) After giving effect to modifications as described herein.

(11) This Mortgage Loan and another  Mortgage Loan in Mortgage Loan Group 3 with
   a  Scheduled  Principal  Balance  as of the  Cut-Off  Date  of  approximately
   $223,707 are equally and ratably secured by the same Mortgaged Property.  The
   LTVs in the chart are based on the aggregate  principal  balance of these two
   loans.

(12) The Mortgage Loan had a period of interest only payments prior to the start
of the amortization period.


</TABLE>

<PAGE>


<TABLE>
<CAPTION>


                                 EXHIBIT J -- CHARACTERISTICS OF SELLER-ORIGINATED LOANS WITH BALANCES GREATER THAN $1,000,000


                                                                                    Cut-Off
                                                                                    Date
                                                                                    Scheduled               Monthly    Note
                                        Property              Original              Principal               Payments   Origination
         City               State       Type                  Balance(1)            Balance                 Past Due   Date
- ----------------------      ------      --------------        ----------            -----------             ---------  --------
<S>                         <C>         <C>                   <C>                   <C>                     <C>        <C>
Mortgage Loan Group 2
St. Petersburg                FL         MULTIFAMILY          $8,925,000            $8,862,354                  0       12/01/93
Baytown                       TX         MULTIFAMILY           3,990,000             3,955,535                  0       05/19/93
Pasadena                      TX         MULTIFAMILY           3,697,500             3,650,133                  0       05/27/93
Grand Prairie                 TX         MULTIFAMILY           3,610,000             3,585,134                  0       06/30/93
Dallas                        TX         MULTIFAMILY           3,300,000             3,277,135                  0       12/21/93
Grapevine                     TX         MULTIFAMILY           3,257,000             3,221,487                  0       03/04/93
Duncanville                   TX         MULTIFAMILY           3,230,000             3,209,281                  0       10/29/93
Irving                        TX         MULTIFAMILY           3,094,000             3,076,517                  0       10/14/93
Houston                       TX         MULTIFAMILY           2,990,000             2,953,104                  0       12/18/92
Irving                        TX         MULTIFAMILY           2,911,250             2,894,800                  0       10/14/93
Abilene                       TX         MULTIFAMILY           2,589,100             2,557,232                  0       08/28/92
De Soto                       TX         MULTIFAMILY           2,458,125             2,438,877                  0       06/30/93
Anaheim                       CA         MULTIFAMILY           2,410,000             2,392,644                  0       11/15/93
East Windsor                  NJ         MULTIFAMILY           2,295,000             2,260,403                  0       09/25/92
Baton Rouge                   LA         MULTIFAMILY           2,446,500             2,235,520                  0       11/16/92
Austin                        TX         MULTIFAMILY           2,210,000             2,187,363                  0       12/29/92
Houston                       TX         MULTIFAMILY           2,091,000             2,066,388                  0       10/21/92
Oceanside                     CA         MULTIFAMILY           1,912,500             1,899,076                  0       11/24/93
Nacogdoches                   TX         MULTIFAMILY           1,890,000             1,864,255                  0       12/31/92
Arlington                     TX         MULTIFAMILY           1,785,000             1,766,529                  0       12/21/92
Fort Worth                    TX         MULTIFAMILY           1,800,000             1,745,110                  0       10/01/91
Midland                       TX         MULTIFAMILY           1,700,000             1,688,952                  0       09/30/93
Houston                       TX         MULTIFAMILY           1,712,101             1,617,852                  0       10/09/92
Gretna                        LA         MULTIFAMILY           1,676,750             1,653,950                  0       12/09/92
Bossier City                  LA         MULTIFAMILY           1,657,500             1,647,916                  0       06/30/93
Spring                        TX         MULTIFAMILY           1,633,750             1,618,639                  0       04/12/93
Houston                       TX         MULTIFAMILY           1,617,400             1,607,368                  0       11/24/93
San Antonio                   TX         MULTIFAMILY           1,572,000             1,555,313                  0       10/30/92
Del Rio                       TX         MULTIFAMILY           1,425,000             1,412,027                  0       12/31/92
Dunwoody                      GA         MULTIFAMILY           1,275,000             1,264,202                  0       03/25/93
Washington                    DC         MULTIFAMILY           1,248,528             1,238,146                  0       11/23/93
Dallas                        TX         MULTIFAMILY           1,170,000             1,154,022                  0       09/28/92
Atlanta                       GA         MULTIFAMILY           1,147,500             1,137,588                  0       06/01/93
Garland                       TX         MULTIFAMILY           1,147,500             1,124,314                  0       08/12/93
Brownsville                   TX         MULTIFAMILY           1,200,000             1,112,889                  0       06/05/92
Waveland                      MS         MULTIFAMILY           1,105,850             1,093,786                  0       11/16/92
Kansas City                   MO         MULTIFAMILY           1,062,500             1,054,591                  0       07/29/93
Thibodaux                     LA         MULTIFAMILY           1,049,750             1,040,152                  0       03/31/93
Baytown                       TX         MULTIFAMILY           1,020,000             1,011,811                  0       05/28/93
Mortgage Loan Group 2
 Total:                       39                                                   $86,132,395
                                                                                   ===========

</TABLE>
"EXHIBIT J - CHARACTERISTICS OF SELLER-ORIGINATED LOANS WITH BALANCES GREATER
THAN $1,000,000" CONTINUED.....

<TABLE>
<CAPTION>




                                                   Current                                 Original
                                                   Mortgage                Original        Amort
                                   Property        Interest   Maturity     Term            Term       Fixed/
         City                State Type            Rate       Date(8)      (Months)(7)     (Months)   ARM
- ----------------------       ----- --------------  ---------  ---------    ------------    --------   -----
<S>                         <C>    <C>              <C>       <C>         <C>             <C>         <C>
Mortgage Loan Group 2
St. Petersburg                FL   MULTIFAMILY       7.375%    01/01/2001   84             360        FIXED
Baytown                       TX   MULTIFAMILY        9.000    06/01/2008  180             360        FIXED
Pasadena                      TX   MULTIFAMILY        7.000    06/01/2000   84             360        FIXED
Grand Prairie                 TX   MULTIFAMILY        9.750    06/30/2008  180             360        FIXED
Dallas                        TX   MULTIFAMILY        6.825    12/01/2000   83             360        FIXED
Grapevine                     TX   MULTIFAMILY        8.500    04/01/1998   60             360        FIXED
Duncanville                   TX   MULTIFAMILY        8.375    11/30/2008  181             360        FIXED
Irving                        TX   MULTIFAMILY        9.000    10/31/1998   60             360        FIXED
Houston                       TX   MULTIFAMILY        8.750    01/01/2000   84             360        FIXED
Irving                        TX   MULTIFAMILY        9.000    10/31/1998   60             360        FIXED
Abilene                       TX   MULTIFAMILY        9.750    09/01/1999   84             360        FIXED
De Soto                       TX   MULTIFAMILY        9.125    06/30/2008  180             360        FIXED
Anaheim                       CA   MULTIFAMILY        7.250    11/15/2000   84             360        FIXED
East Windsor                  NJ   MULTIFAMILY        8.500    10/01/1997   60             360        FIXED
Baton Rouge                   LA   MULTIFAMILY        8.375    11/16/1999   84             361        FIXED
Austin                        TX   MULTIFAMILY        9.675    12/31/1999   84             360        FIXED
Houston                       TX   MULTIFAMILY        9.500    11/01/1999   84             360        FIXED
Oceanside                     CA   MULTIFAMILY        7.375    12/01/1998   60             360        FIXED
Nacogdoches                   TX   MULTIFAMILY        8.250    12/31/1999   84             360        FIXED
Arlington                     TX   MULTIFAMILY        9.625    01/01/2000   84             360        FIXED
Fort Worth                    TX   MULTIFAMILY        9.750    10/01/1998   83             300        FIXED
Midland                       TX   MULTIFAMILY        8.800    10/01/2000   84             360        FIXED 
Houston                       TX   MULTIFAMILY       10.625    11/01/2007  180             180        FIXED
Gretna                        LA   MULTIFAMILY        8.250    12/07/2007  180             360        FIXED
Bossier City                  LA   MULTIFAMILY        9.375    06/30/2000   84             360        FIXED
Spring                        TX   MULTIFAMILY        9.000    05/01/2008  180             360        FIXED
Houston                       TX   MULTIFAMILY        8.000    12/01/2000   84             360        FIXED
San Antonio                   TX   MULTIFAMILY        9.500    01/01/2000   84             360        FIXED
Del Rio                       TX   MULTIFAMILY       10.250    12/31/1999   84             360        FIXED
Dunwoody                      GA   MULTIFAMILY        9.750    04/01/1998   60             360        FIXED
Washington                    DC   MULTIFAMILY        6.500    11/23/1998   60             360        FIXED
Dallas                        TX   MULTIFAMILY        9.000    10/01/1999   84             360        FIXED
Atlanta                       GA   MULTIFAMILY        9.000    06/01/2000   84             360        FIXED
Garland                       TX   MULTIFAMILY        8.375    09/01/1998   60             240        FIXED
Brownsville                   TX   MULTIFAMILY        9.500    07/01/1999   84             180        FIXED
Waveland                      MS   MULTIFAMILY        9.625    12/01/1999   84             360        FIXED
Kansas City                   MO   MULTIFAMILY        8.250    08/01/2000   84             360        FIXED
Thibodaux                     LA   MULTIFAMILY        9.375    04/01/2000   84             360        FIXED
Baytown                       TX   MULTIFAMILY        9.360    06/01/2000   84             360        FIXED
Mortgage Loan Group 2
 Total:                       39

</TABLE>



<TABLE>
<CAPTION>



                                                                                                 Current
                                                                         Guaranty  Current       number of
                                            Property      Purchase       by the    Payment       payments     Original
         City                  State          Type        Price          Principal Amount        per year      NOI(2)
- ----------------------        ------     --------------   -----------    --------  -----------  ---------     -------
<S>                           <C>       <C>               <C>            <C>      <C>              <C>       <C>
Mortgage Loan Group 2
St. Petersburg                FL         MULTIFAMILY      $11,900,000     N        $61,642.76       12         $795,040
Baytown                       TX         MULTIFAMILY        4,200,000     N         32,104.44       12          570,579
Pasadena                      TX         MULTIFAMILY        4,350,000     N         24,599.56       12          381,474
Grand Prairie                 TX         MULTIFAMILY        3,800,000     N         31,015.48       12          668,564
Dallas                        TX         MULTIFAMILY        4,400,000     N         21,568.51       12              (4)
Grapevine                     TX         MULTIFAMILY        3,832,500     N         25,043.52       12          360,020
Duncanville                   TX         MULTIFAMILY        3,426,700     N         24,550.33       12              (4)
Irving                        TX         MULTIFAMILY        3,640,000     Y         24,895.02       12              (4)
Houston                       TX         MULTIFAMILY        3,400,000     N         23,522.34       12          161,380
Irving                        TX         MULTIFAMILY        3,425,000     Y         23,424.58       12          394,162
Abilene                       TX         MULTIFAMILY        3,046,000     Y         22,244.37       12          301,849
De Soto                       TX         MULTIFAMILY        2,587,500     N         20,000.12       12          376,061
Anaheim                       CA         MULTIFAMILY        3,100,000     N         16,440.45       12              (4)
East Windsor                  NJ         MULTIFAMILY        2,700,000     Y         17,646.56       12              (4)
Baton Rouge                   LA         MULTIFAMILY        3,262,000     N         18,592.33       12          313,918
Austin                        TX         MULTIFAMILY        2,600,000     N         18,865.71       12          298,964
Houston                       TX         MULTIFAMILY        2,460,000     Y         17,582.26       12          310,515
Oceanside                     CA         MULTIFAMILY        2,250,000     N         13,209.16       12          182,600
Nacogdoches                   TX         MULTIFAMILY        2,520,000     N         14,198.94       12          252,621
Arlington                     TX         MULTIFAMILY        2,100,000     N         15,172.31       12          268,983
Fort Worth                    TX         MULTIFAMILY        2,335,000     N         16,040.47       12          245,663
Midland                       TX         MULTIFAMILY        2,000,000     N         13,434.66       12              (4)
Houston                       TX         MULTIFAMILY        1,802,212     N         19,058.44       12          484,956
Gretna                        LA         MULTIFAMILY        1,765,000     N         12,594.97       12          177,000
Bossier City                  LA         MULTIFAMILY        1,950,000     Y         13,786.25       12          194,401
Spring                        TX         MULTIFAMILY        1,725,000     N         13,145.52       12          252,404
Houston                       TX         MULTIFAMILY        1,902,810     Y         11,867.91       12          197,497
San Antonio                   TX         MULTIFAMILY        1,850,000     Y         13,218.33       12          215,281
Del Rio                       TX         MULTIFAMILY        1,500,000     N         12,769.44       12          197,750
Dunwoody                      GA         MULTIFAMILY        1,700,000     N         10,954.22       12          174,931
Washington                    DC         MULTIFAMILY     4,560,000(6)     N          7,891.55       12          135,050
Dallas                        TX         MULTIFAMILY        1,560,000     N          9.414.08       12          126,886
Atlanta                       GA         MULTIFAMILY        1,350,000     Y          9,233.04       12              (4)
Garland                       TX         MULTIFAMILY        1,350,000     Y          9,867.67       12          151,690
Brownsville                   TX         MULTIFAMILY        1,600,000     Y         12,530.69       12              (4)
Waveland                      MS         MULTIFAMILY        1,301,000     Y          9,399.58       12          140,424
Kansas City                   MO         MULTIFAMILY        1,250,000     N          7,982.21       12          118,702
Thibodaux                     LA         MULTIFAMILY        1,235,000     Y          8,731.29       12          185,234
Baytown                       TX         MULTIFAMILY        1,200,000     Y          8,472.72       12              (4)
Mortgage Loan Group 2
 Total:                       39



</TABLE>




<TABLE>
<CAPTION>


                                                                                                      Cash
                                                                Under-                                Down
                                                                writing                               Payment
                           Original  Current        Current     Appraised    Appraisal  Loan to       to
             City          DSCR      NOI(3)         DSCR(9)     Value        Date       Appraisal     Price
    ---------------------  --------  -------        ---------   -----------  ---------             ----------   
<S>                          <C>     <C>           <C>          <C>          <C>        <C>           <C>
    Mortgage Loan Group 2
    St. Petersburg            1.07    $730,285       0.99       $12,000,000   04/06/93   74.38%        25.00%
    Baytown                   1.29     466,700(5)    1.21(5)      3,800,000   06/27/91   105.00          5.00
    Pasadena                  1.17     362,956       1.23         2,850,000   01/21/91   130.00(10)     15.00
    Grand Prairie             1.80     244,940       0.66         5,600,000   09/14/90    64.46          5.00
    Dallas                     (4)     697,827(5)    2.70(5)      4,400,000   01/26/93    75.00         25.00
    Grapevine                 1.20     597,208(5)    1.99(5)      3,200,000   11/06/90   101.79         15.02
    Duncanville                (4)     442,986(5)    1.50(5)      3,350,000   06/23/93    96.41          5.74
    Irving                     (4)     169,370       0.57         4,080,000   12/17/92    75.80         15.00
    Houston                   0.57     539,457(5)    1.91(5)      3,060,000   10/22/90    97.71         12.06
    Irving                    1.40            (4)        (4)      3,405,000   04/06/93    85.50         15.00
    Abilene                   1.13     616,787       2.31         2,420,000   05/06/91   106.99         15.00
    De Soto                   1.57            (4)        (4)      3,300,000   11/12/92    74.49          5.00
    Anaheim                    (4)            (4)        (4)      2,950,000   03/30/93    81.69         22.26
    East Windsor               (4)            (4)        (4)            (4)        (4)    85.00         15.00
    Baton Rouge               1.41     440,000       1.97         2,750,000   11/20/89    89.00         25.00
    Austin                    1.32     638,333(5)    2.82(5)      2,750,000   06/27/91    80.40         15.00
    Houston                   1.48     344,386       1.63         3,600,000   10/23/90    58.08         15.00
    Oceanside                 1.15            (4)        (4)      3,400,000   10/21/92    56.25         15.00
    Nacogdoches               1.48     284,630       1.67         2,320,000   06/25/91    81.50         25.00
    Arlington                 1.48     423,209(5)    2.32(5)      2,190,000   10/10/90    81.50         15.00
    Fort Worth                1.28     297,971       1.55         2,020,000   04/11/91    89.10         22.91
    Midland                    (4)            (4)        (4)      1,875,000   05/17/91    90.67         15.00
    Houston                   2.12     457,998(5)    2.00(5)      1,350,000   01/28/92   126.82(10)      5.00
    Gretna                    1.17     229,240       1.52         1,625,000   05/02/89   103.00          5.00
    Bossier City              1.18      75,346       0.46         1,400,000   02/10/92   118.00         15.00
    Spring                    1.60     221,495(5)    1.40(5)      1,650,000   08/13/91    99.02          5.29
    Houston                   1.39     256,811       1.80         1,615,000   03/18/93   100.15         15.00
    San Antonio               1.36     332,644(5)    2.10(5)      1,920,000   10/18/90    81.90         15.03
    Del Rio                   1.29     325,809       2.13         1,430,000   01/03/91    99.65          5.00
    Dunwoody                  1.33     274,244(5)    2.09(5)      1,910,000   12/06/90    66.75         25.00
    Washington                1.42            (4)        (4)      7,900,000   06/01/93    42.71         26.00
    Dallas                    1.12      93,646       0.83         1,850,000   02/18/91    63.20         25.00
    Atlanta                    (4)     256,538       2.32         2,280,000   09/14/90    50.33         15.00
    Garland                   1.28     127,071       1.07         1,380,000   08/16/90    83.15         15.00
    Brownsville                (4)     139,922       0.93         1,625,000   01/07/92    74.00         25.00
    Waveland                  1.24     184,115       1.63         1,070,000   04/03/91   103.35         15.00
    Kansas City               1.24            (4)        (4)      1,110,000   11/13/92    95.72         15.00
    Thibodaux                 1.77     111,452       1.06           800,000   06/08/91   131.00(10)     15.00
    Baytown                    (4)     367,163(5)    3.61(5)      2,115,000   07/03/90    48.20         15.00
    Mortgage Loan Group 2
     Total:

- ----------

 (1) Original  Balance is the Mortgage Loan amount at the time the Mortgage Loan
was originated.

 (2) Net operating  income based on pro-forma  information  available at time of
loan origination.

 (3)Net  operating  income was derived from  information  for a 12-month  period
    ending  December  1992 or later  (or,  if less than a  12-month  period  was
    available,  at least a 9-month  period  ending April 1993 or later),  unless
    otherwise indicated.

 (4) Information not available.

 (5)Net  operating  income  and  debt  service  coverage  ratio  are  calculated
    assuming  that  the  Mortgaged  properties  were  released  at the  market's
    prevailing effective rents, occupancy rates and operating expenses.

(6)  This  note  was  secured  by  the  same  multi-family/office   property  in
     Washington, D.C. as a $2,125,872 note in Mortgage Loan Group 4.

 (7) Without giving effect to any modification or extension of maturity date.

 (8) After giving effect to modifications as described herein.

 (9)The  calculation of the debt service  coverage ratios set forth in the table
    was based upon the ratio of NOI,  derived  from  information  for a 12 month
    period ending  December 1992 or later,  (or, if less than a 12-month  period
    was available,  at least a 9-month period ending April 1993 or later) unless
    otherwise indicated.

(10)  Original  LTV based on the  purchase  price is 85.00%,  95.00% and 85.00%,
respectively.
</TABLE>


<PAGE>

<TABLE>
<CAPTION>


                                 EXHIBIT J -- CHARACTERISTICS OF SELLER-ORIGINATED LOANS WITH BALANCES GREATER THAN $1,000,000



                                                              Cut-Off
                                                              Date
                                                              Scheduled      Monthly   Note
                                 Property       Original      Principal      Payments  Origination
         City            State   Type           Balance(1)    Balance        Past Due  Date
- ----------------------   ------  -------------  -----------   ------------   --------  --------
<S>                      <C>     <C>            <C>           <C>            <C>       <C>




Mortgage Loan Group 4
Orlando                  FL      HOTEL/MOTEL   $11,170,000   $10,905,339       0       12/07/93
                                                                                      
                                                                                      
                                                                                      
San Antonio              TX      LAND/WATER      8,766,250     7,572,047       0       05/18/93
                                 UTILITY                                              
Seattle                  WA      INDUSTRIAL      6,335,000     6,292,584       0       01/05/94
                                                                                      
                                                                                      
                                                                                      
San Antonio              TX      RETAIL          4,590,000     4,556,164       0       08/31/93
Richmond                 VA      HOTEL/MOTEL     4,080,000     4,025,181       0       06/02/93
Kansas City              MO      OFFICE          3,740,000     3,721,955       0       12/14/93
                                                                                      
                                                                                      
                                                                                      
Beaverton                OR      RETAIL          3,562,500     3,524,217       0       04/23/93
Carrboro                 NC      RETAIL          3,520,000     3,488,731       0       06/30/93
                                                                                      
                                                                                      
                                                                                      
Kissimmee                FL      HOTEL/MOTEL     3,400,850     3,347,739       0       06/17/92
                                                                                      
                                                                                      
                                                                                      
San Antonio              TX      RETAIL          3,004,750     2,961,630       0       09/15/92
Kissimmee                FL      RETAIL          2,850,000     2,832,273       0       12/03/93
Houston                  TX      RETAIL          2,762,500     2,726,901       0       09/25/92
Lubbock                  TX      HOTEL/MOTEL     2,677,500     2,636,337       0       09/30/92
                                                                                      
                                                                                      
                                                                                      
Kerrville                TX      HOTEL/MOTEL     2,543,750     2,503,181       0       03/24/93
                                                                                      
                                                                                      
                                                                                      
Dallas                   TX      HOTEL/MOTEL     2,517,500     2,490,551       0       06/04/93
                                                                                      
                                                                                      
                                                                                      
Fairview Heights         IL      HOTEL/MOTEL     2,507,500     2,476,417       0       08/11/92
                                                                                      
                                                                                      
                                                                                      
Houston                  TX      INDUSTRIAL      2,460,000     2,443,193       0       08/31/93
                                                                                      
                                                                                      
                                                                                      
Tampa                    FL      RELIGIOUS       2,250,000     2,224,823       0       11/23/92
                                                                                      
                                                                                      
                                                                                      
Boca Raton               FL      NURSING HOME    2,187,250     2,160,186       0       10/30/92
                                                                                      
                                                                                      
                                                                                      
                                                                                      
Tampa                    FL      OFFICE          2,125,000     2,114,171       0       12/01/93
                                                                                      
                                                                                      
                                                                                      
Washington               DC      OFFICE          2,125,872     2,108,196       0       11/23/93
                                                                                      
                                                                                      
                                                                                      
Dallas                   TX      HOTEL/MOTEL     1,955,000     1,938,668       0       08/16/93
Marietta                 GA      OFFICE          1,950,000     1,935,636       0       12/23/93
Greensboro               NC      HOTEL/MOTEL     1,825,000     1,788,491       0       09/04/92
Nashville                TN      OFFICE          1,800,000     1,782,151       0       08/09/93
                                                                                      
                                                                                      
                                                                                      
                                                                                      
Pembroke Pines           FL      RETAIL          1,742,500     1,728,212       0       09/03/93
                                                                                      
                                                                                      
                                                                                      
Basking Ridge            NJ      MOTEL/HOTEL     1,725,000     1,704,511       0       02/26/93
                                                                                      
                                                                                      
                                                                                      
                                                                                      
Dallas                   TX      RETAIL          1,710,000     1,684,421       0       07/28/92
                                                                                      
                                                                                      
                                                                                      
Houston                  TX      OFFICE          1,700,000     1,682,409       0       12/22/92
                                                                                      
                                                                                      
                                                                                      
                                                                                      
Aurora                   CO      RETAIL          1,678,750     1,659,610       0       03/19/93
                                                                                      
                                                                                      
                                                                                      
Albuquerque              NM      OFFICE          1,500,000     1,485,993       0       06/29/93
                                                                                      
                                                                                      
                                                                                      
Oakland                  CA      OFFICE          1,479,000     1,471,271       0       12/03/93
Fort Lee                 NJ      OFFICE          1,416,000     1,407,165       0       09/24/93
                                                                                      
                                                                                      
                                                                                      
Charlotte                NC      HOTEL/MOTEL     1,360,000     1,342,163       0       06/07/93
                                                                                      
                                                                                      
                                                                                      
Denver                   CO      INDUSTRIAL      1,285,432     1,260,862       0       01/15/93
                                                                                      
                                                                                      
                                                                                      
Keller                   TX      RETAIL          1,249,500     1,241,704       0       09/27/93
Coral Springs            FL      RETAIL          1,241,250     1,228,094       0       07/23/93
                                                                                      
                                                                                      
                                                                                      
Arlington                TX      OFFICE          1,240,000     1,220,632       0       06/26/92
                                                                                      
                                                                                      
                                                                                      
Houston                  TX      RETAIL          1,224,800     1,210,470       0       08/31/92
Manassas                 VA      HOTEL/MOTEL     1,225,000     1,198,208       0       09/02/93
                                                                                      
                                                                                      
                                                                                      
Hialeah Gardens          FL      RETAIL          1,237,500     1,197,416       0       10/28/93
                                                                                      
                                                                                      
                                                                                      
                                                                                      
Waco                     TX      HOTEL/MOTEL     1,211,250     1,197,031       0       12/04/92
Milwaukee                WI      HOTEL/MOTEL     1,207,000     1,193,534       0       08/05/93
                                                                                      
                                                                                      
                                                                                      
Albuquerque              NM      OFFICE          1,125,000     1,114,495       0       06/29/93
                                                                                      
                                                                                      
                                                                                      
Metairie                 LA      RETAIL          1,080,000     1,058,868       1       06/15/92
                                                                                      
                                                                                      
                                                                                      
Freemont                 CA      OFFICE          1,100,000     1,048,492       0       06/30/93
                                                                                      
                                                                                      
                                                                                      
Altamonte Springs        FL      RETAIL          1,050,000     1,043,264       0       10/25/93
                                                                                      
                                                                                      
                                                                                      
                                                                                      
Cayce                    SC      HOTEL/MOTEL     1,050,000     1,033,843       0       07/09/93
                                                                                      
                                                                                      
                                                                                      
Dallas                   TX      OFFICE          1,047,000     1,031,268       0       08/18/92
Mortgage Loan Group 4                                                                 
 Total:                  49                                 $116,000,720              
                                                            ============              
  Total                  88      Loans                      $202,133,115              
                                                            ============              
                                                                                  

</TABLE>

"EXHIBIT J -- CHARACTERISTICS OF SELLER-ORIGINATED LOANS WITH BALANCES GREATER
THAN $1,000,000" - CONTINUED...
<TABLE>
<CAPTION>


                                                  Current                                Original
                                                  Mortgage                Original       Amort
                                 Property         Interest  Maturity      Term           Term                  Fixed/
         City           State    Type             Rate      Date(8)       (Months)(9)    (Months)              ARM
- ----------------------  -------  ------------    ---------  ---------     -----------    --------              -----
<S>                     <C>      <C>              <C>       <C>             <C>             <C>                <C>




Mortgage Loan Group 4
Orlando                  FL       HOTEL/MOTEL      8.000%     01/01/1999      60            180                FIXED



San Antonio              TX       LAND/WATER        7.375     05/18/2000      84            0(7)               FIXED
                                  UTILITY
Seattle                  WA       INDUSTRIAL        6.290     01/04/2001      83            360                FIXED



San Antonio              TX       RETAIL            8.625     08/31/2000      84            360                FIXED
Richmond                 VA       HOTEL/MOTEL       6.750     06/01/1998      60            360                FIXED
Kansas City              MO       OFFICE            8.000     12/14/2000      83            360                FIXED



Beaverton                OR       RETAIL            8.250     04/23/2000      84            360                FIXED
Carrboro                 NC       RETAIL            8.500     07/01/2000      84            360                FIXED



Kissimmee                FL       HOTEL/MOTEL       9.000     07/01/1999      84            360                FIXED



San Antonio              TX       RETAIL            8.750     10/01/1999      84            360                FIXED
Kissimmee                FL       RETAIL            7.375     02/01/2001      85            360                FIXED
Houston                  TX       RETAIL            9.290     10/01/1999      84            360                FIXED
Lubbock                  TX       HOTEL/MOTEL       8.400     10/01/1999      84            360                FIXED



Kerrville                TX       HOTEL/MOTEL       7.000     03/23/2000      84            360                FIXED



Dallas                   TX       HOTEL/MOTEL       7.000     06/04/2000      83            360                FIXED



Fairview Heights         IL       HOTEL/MOTEL       9.715     08/01/1999      84            360                FIXED



Houston                  TX       INDUSTRIAL        9.000     08/30/2000      84            360                FIXED



Tampa                    FL       RELIGIOUS         9.500     11/22/1999      84            360                FIXED



Boca Raton               FL       NURSING HOME      9.000     10/30/1999      83            360                FIXED




Tampa                    FL       OFFICE            8.375     01/31/2001      84            360                FIXED



Washington               DC       OFFICE            6.500     11/23/1998      60            360                FIXED



Dallas                   TX       HOTEL/MOTEL       8.000     09/01/2000      84            360                FIXED
Marietta                 GA       OFFICE            6.500     01/01/1999      60            360                FIXED
Greensboro               NC       HOTEL/MOTEL       9.375     10/01/2017      300           300                FIXED
Nashville                TN       OFFICE            7.125     09/01/1998      60            360                FIXED




Pembroke Pines           FL       RETAIL            7.375     09/02/2000      83            360                FIXED



Basking Ridge            NJ       MOTEL/HOTEL       8.375     03/01/2000      84            360                FIXED




Dallas                   TX       RETAIL            9.000     08/01/1999      84            360                FIXED



Houston                  TX       OFFICE            9.625     01/01/2000      84            360                FIXED




Aurora                   CO       RETAIL            8.275     04/01/2000      84            360                FIXED



Albuquerque              NM       OFFICE            8.250     06/29/2000      84            360                FIXED



Oakland                  CA       OFFICE            8.250     01/01/2001      84            360                FIXED
Fort Lee                 NJ       OFFICE            9.000     09/24/1998      60            360                FIXED



Charlotte                NC       HOTEL/MOTEL       9.000     07/01/2000      84            300                FIXED



Denver                   CO       INDUSTRIAL        8.670     01/15/2000      84            300                FIXED



Keller                   TX       RETAIL            9.000     09/03/2000      83            360                FIXED
Coral Springs            FL       RETAIL            7.210     08/01/2000      84            360                FIXED



Arlington                TX       OFFICE            9.000     07/01/1999      84            360                FIXED



Houston                  TX       RETAIL           10.000     09/01/1999      84            360                FIXED
Manassas                 VA       HOTEL/MOTEL       6.950     10/01/2000      84            240                FIXED



Hialeah Gardens          FL       RETAIL            7.000     10/28/2000      84            180                FIXED




Waco                     TX       HOTEL/MOTEL       9.000     12/31/1999      84            360                FIXED
Milwaukee                WI       HOTEL/MOTEL       9.000     08/05/2000      83            300                FIXED



Albuquerque              NM       OFFICE            8.250     06/29/2000      84            360                FIXED



Metairie                 LA       RETAIL           10.000     06/30/1997      60            300                FIXED



Freemont                 CA       OFFICE            6.750     06/30/1998      60            180                FIXED



Altamonte Springs        FL       RETAIL            8.375     10/25/2000      84            360                FIXED




Cayce                    SC       HOTEL/MOTEL       7.500     08/01/2000      84            300                FIXED



Dallas                   TX       OFFICE            9.500     09/01/1999      84            360                FIXED
Mortgage Loan Group 4
 Total:                  49
  Total                  88       Loans

</TABLE>


"EXHIBIT J -- CHARACTERISTICS OF SELLER-ORIGINATED LOANS WITH BALANCES GREATER
THAN $1,000,000" - CONTINUED....
<TABLE>
<CAPTION>



                                                                                  Current
                                                           Guaranty   Current     number of
                              Property         Purchase    by the     Payment     payments          Original
         City          State  Type             Price       Principal  Amount      per year           NOI(2)
- -------------------    ------ ------------     ----------- ---------  ----------- ---------         --------
<S>                     <C>    <C>             <C>           <C>    <C>            <C>              <C>




Mortgage Loan Group 4
Orlando                   FL   HOTEL/MOTEL      $16,170,000    Y    $106,785.00       12            $1,513,826
                                                                   
                                                                   
                                                                   
San Antonio               TX   LAND/WATER        10,613,268    N     161,627.74        4                   (4)
                               UTILITY                             
Seattle                   WA   INDUSTRIAL         9,050,000    N      39,170.64       12             1,111,314
                                                                   
                                                                   
                                                                   
San Antonio               TX   RETAIL             5,400,000    Y      35,700.55       12                   (4)
Richmond                  VA   HOTEL/MOTEL        5,440,000    N      26,462.81       12                   (4)
Kansas City               MO   OFFICE             4,400,000    Y      27,442.80       12               562,358
                                                                   
                                                                   
                                                                   
Beaverton                 OR   RETAIL             4,750,000    N      26,763.87       12                   (4)
Carrboro                  NC   RETAIL             4,400,000    N      27,065.75       12               418,131
                                                                   
                                                                   
                                                                   
Kissimmee                 FL   HOTEL/MOTEL        4,001,000    Y      27,364.01       12               456,000
                                                                   
                                                                   
                                                                   
San Antonio               TX   RETAIL             3,535,000    Y      23,638.38       12                   (4)
Kissimmee                 FL   RETAIL             3,800,000    Y      19,684.24       12                   (4)
Houston                   TX   RETAIL             3,250,000    Y      22,806.53       12                   (4)
Lubbock                   TX   HOTEL/MOTEL        3,150,000    Y      20,398.20       12               346,362
                                                                   
                                                                   
                                                                   
Kerrville                 TX   HOTEL/MOTEL        2,750,000    Y      16,856.46       12                88,053
                                                                   
                                                                   
                                                                   
Dallas                    TX   HOTEL/MOTEL        2,650,000    N      16,748.99       12               408,861
                                                                   
                                                                   
                                                                   
Fairview Heights          IL   HOTEL/MOTEL        2,950,000    Y      21,478.87       12               322,355
                                                                   
                                                                   
                                                                   
Houston                   TX   INDUSTRIAL         3,075,000    Y      19,793.70       12               308,984
                                                                   
                                                                   
                                                                   
Tampa                     FL   RELIGIOUS          3,250,000    N      18,919.22       12               210,140
                                                                   
                                                                   
                                                                   
Boca Raton                FL   NURSING HOME       3,365,000    Y      17,599.11       12             (660,000)
                                                                   
                                                                   
                                                                   
                                                                   
Tampa                     FL   OFFICE             2,500,000    Y      16,151.54       12               194,532
                                                                   
                                                                   
                                                                   
Washington                DC   OFFICE          4,560,000(6)    N      13,436.96       12               278,706
                                                                   
                                                                   
                                                                   
Dallas                    TX   HOTEL/MOTEL        2,300,000    Y      14,345.10       12                   (4)
Marietta                  GA   OFFICE             2,600,000    N      12,325.33       12                   (4)
Greensboro                NC   HOTEL/MOTEL        2,150,000    N      15,786.68       12                   (4)
Nashville                 TN   OFFICE             2,400,000    N      12,126.93       12             (226,729)
                                                                   
                                                                   
                                                                   
                                                                   
Pembroke Pines            FL   RETAIL             2,050,000    N      12,035.00       12               259,031
                                                                   
                                                                   
                                                                   
Basking Ridge             NJ   MOTEL/HOTEL        2,300,000    N      13,111.25       12             (152,740)
                                                                   
                                                                   
                                                                   
                                                                   
Dallas                    TX   RETAIL             1,800,000    Y      13,759.05       12               203,094
                                                                   
                                                                   
                                                                   
Houston                   TX   OFFICE             2,000,000    N      14,449.82       12             (148,822)
                                                                   
                                                                   
                                                                   
                                                                   
Aurora                    CO   RETAIL             1,975,000    N      12,641.41       12               254,000
                                                                   
                                                                   
                                                                   
Albuquerque               NM   OFFICE             2,000,000    N      11,269.00       12               407,000
                                                                   
                                                                   
                                                                   
Oakland                   CA   OFFICE             1,740,000    N      11,111.23       12                   (4)
Fort Lee                  NJ   OFFICE             1,770,000    Y      11,393.46       12                54,922
                                                                   
                                                                   
                                                                   
Charlotte                 NC   HOTEL/MOTEL        1,521,500    Y      11,413.12       12               155,272
                                                                   
                                                                   
                                                                   
Denver                    CO   INDUSTRIAL         1,676,650    N      10,498.32       12               197,820
                                                                   
                                                                   
                                                                   
Keller                    TX   RETAIL             1,785,000    N      10,053.75       12                   (4)
Coral Springs             FL   RETAIL             1,655,000    N       8,433.86       12               223,992
                                                                   
                                                                   
                                                                   
Arlington                 TX   OFFICE             1,550,000    N       9,977.41       12               209,000
                                                                   
                                                                   
                                                                   
Houston                   TX   RETAIL             1,531,000    Y      10,748.50       12                   (4)
Manassas                  VA   HOTEL/MOTEL        1,750,000    Y       9,460.68       12                37,906
                                                                   
                                                                   
                                                                   
Hialeah Gardens           FL   RETAIL             1,650,000    Y      11,123.00       12              (30,829)
                                                                   
                                                                   
                                                                   
                                                                   
Waco                      TX   HOTEL/MOTEL        1,425,000    N       9,745.99       12                   (4)
Milwaukee                 WI   HOTEL/MOTEL        1,420,000    Y      10,129.10       12               154,255
                                                                   
                                                                   
                                                                   
Albuquerque               NM   OFFICE             1,500,000    N       8,451.75       12               191,000
                                                                   
                                                                   
                                                                   
Metairie                  LA   RETAIL             1,351,000    Y       9,813.97       12               273,186
                                                                   
                                                                   
                                                                   
Freemont                  CA   OFFICE             2,100,000    N       9,734.00       12                48,575
                                                                   
                                                                   
                                                                   
Altamonte Springs         FL   RETAIL             1,200,000    N       7,980.76       12              (35,715)
                                                                   
                                                                   
                                                                   
                                                                   
Cayce                     SC   HOTEL/MOTEL        1,400,000    N       7,759.41       12               159,166
                                                                   
                                                                   
                                                                   
Dallas                    TX   OFFICE             1,409,000    N       8,803.14       12                   (4)
Mortgage Loan Group 4                                              
 Total:                   49                                       
  Total                   88   Loans                               





</TABLE>



<TABLE>
<CAPTION>



                                                                   
                                                                                                                        Cash
                                                                                   Under-                               Down
                                                                                   writing                              Payment
                            Original        Current             Current            Appraised      Appraisal  Loan to    to
              City            DSCR          NOI(3)              DSCR               Value          Date       Appraisal  Price
     ---------------------- --------        -----------         --------           -----------    ---------  --------   -------
<S>                         <C>             <C>                 <C>                <C>            <C>        <C>        <C>
     Mortgage Loan Group 4
     Orlando                    0.96           $1,914,442           1.49            $12,700,000    03/06/93    87.95%   30.92%
     San Antonio                 (4)                  (4)            (4)             16,135,000    04/01/91     54.33    17.40
     Seattle                    2.36            1,175,547           2.50             11,575,000    05/01/93     54.73    30.00
     San Antonio                 (4)              620,761           1.45              4,050,000    02/23/93    113.00    15.00
     Richmond                    (4)         2,441,975(5)        7.69(5)              6,800,000    05/08/92     60.00    25.00
     Kansas City                1.71              147,976           0.45              5,000,000    02/09/93     75.00    15.00
     Beaverton                   (4)              487,213           1.52              5,000,000    10/30/91     71.25    25.00
     Carrboro                   1.29         1,432,117(5)        4.41(5)              5,050,000    10/21/91     69.70    20.00
     Kissimmee                  1.39         1,271,279(5)        3.87(5)              4,725,000    10/09/91     71.98    15.00
     San Antonio                 (4)           728,265(5)        2.57(5)              5,000,000    04/28/90     60.10    15.00
     Kissimmee                   (4)              226,731           0.96              4,430,000    04/04/93     64.00    25.00
     Houston                     (4)           971,476(5)        3.55(5)              4,500,000    03/15/91     61.39    15.00
     Lubbock                    1.42           315,250(5)        1.29(5)              3,300,000    12/09/90     81.14    15.00
     Kerrville                  0.46              228,763           1.19              4,600,000    04/21/91     55.30     7.50
     Dallas                     2.03                  (4)            (4)              4,600,000    10/01/91     54.70     5.00
     Fairview Heights           1.25                  (4)            (4)              3,160,000    02/01/91     79.35    15.00
     Houston                    1.30              289,360           1.22              2,900,000    01/04/93     84.83    20.00
     Tampa                      0.93                  (4)            (4)              3,545,000    04/12/92     63.47    30.77
     Boca Raton               (3.13)                  (4)            (4)              3,825,000    04/08/92     57.18    35.00
     Tampa                      1.00                  (4)            (4)              2,225,000    04/08/93     95.51    15.00
     Washington                 1.73                  (4)            (4)              7,900,000    06/01/93     42.71    26.00
     Dallas                      (4)               60,610           0.35              1,660,000    07/01/92    117.77    15.00
     Marietta                    (4)              241,258           1.56              2,250,000    01/07/92     86.67    25.00
     Greensboro                  (4)           534,606(5)        2.82(5)              2,400,000    05/17/90     76.04    15.12
     Nashville                (1.56)                  (4)            (4)              3,000,000    11/04/92     60.00    25.00
     Pembroke Pines             1.79                  (4)            (4)              2,400,000    05/01/92     73.00    15.00
     Basking Ridge            (0.97)           795,031(5)        5.05(5)              2,100,000    04/27/92     82.10    25.00
     Dallas                     1.23           465,183(5)        2.82(5)              2,800,000    03/13/91     61.10     5.00
     Houston                  (0.86)           249,015(5)        1.44(5)              1,800,000    10/11/90     94.44    15.00
     Aurora                     1.67              218,778           1.44              2,850,000    02/27/91     59.00    15.00
     Albuquerque                3.01              591,684           4.37              3,624,000    08/04/92     41.40    25.00
     Oakland                     (4)                  (4)            (4)              2,500,000    03/12/93     59.00    15.00
     Fort Lee                   0.40           305,625(5)        2.24(5)              4,550,000    03/13/91     31.12    20.00
     Charlotte                  1.13               84,836           0.62              1,800,000    07/26/91     75.50    10.61
     Denver                     1.56              186,369           1.48              2,050,000    12/10/91     62.70    23.33
     Keller                      (4)               65,832           0.55                    (4)         (4)     70.00    30.00
     Coral Springs              2.21           252,300(5)        2.49(5)              2,535,000    12/20/90     49.00    25.00
     Arlington                  1.65              204,094           1.70              2,200,000    03/11/91     56.30    20.00
     Houston                     (4)              272,099           2.11              1,850,000    07/05/90     66.20    20.00
     Manassas                   0.33                  (4)            (4)              1,750,000    01/21/93     70.00    30.00
     Hialeah Gardens          (0.23)           508,197(5)        3.81(5)              2,400,000    06/19/90     51.56    25.00
     Waco                        (4)         1,526,369(5)       13.05(5)              1,375,000    05/21/92     88.10    15.00
     Milwaukee                  1.27              287,083           2.36              1,775,000    05/22/92     68.00    15.00
     Albuquerque                1.88                  (4)            (4)              3,200,000    08/04/92     35.00    25.00
     Metairie                   2.32                  (4)            (4)              2,350,000    02/14/92     45.96    20.06
     Freemont                   0.42                  (4)            (4)              2,800,000    11/15/91     39.29    47.62
     Altamonte Springs        (0.37)                  (4)            (4)              1,700,000    01/14/92     61.76    12.50
     Cayce                      1.71              205,534           2.21              1,750,000    05/07/92     60.00    25.00
     Dallas                      (4)              165,272           1.56              1,350,000    12/09/91     77.56    25.69
     Mortgage Loan Group 4
      Total:
       Total

- ----------
<FN>
(1) Original  Balance is the Mortgage  Loan Amount at the time the Mortgage Loan
was originated.

(2) Net  operating  income based on pro-forma  information  available at time of
loan origination.

(3) Net  operating  income was derived from  information  for a 12-month  period
ending December 1992 or later, unless otherwise indicated.

(4) Information not available.

(5)Net operating income and debt service coverage ratio are calculated  assuming
   that the  Mortgaged  properties  were  released  at the  market's  prevailing
   effective rents, occupancy rates and operating expenses.

(6)  This  note  is  secured  by  the  same   multi-family/office   property  in
     Washington, D.C. as a $1,248,528 note in Mortgage Loan Group 2.

(7) Interest-only Mortgage Loan.

(8) Without giving effect to any modification or extension of maturity date.

(9) After giving effect to modifications as described herein.
</FN>
</TABLE>


           ==========================================================
                                                                       
           ==========================================================
                                                                       
                                                                       
                                      $65,731,702
                                  
                                                                       
                                                                       
                                                                       
                                                                       
                                                                       
                                                                       
                                                                       

                       LEHMAN STRUCTURED SECURITIES CORP.
                                  (Depositor)

                                                                       
                                                                       
                                                                       
                                                                       
                        Commercial Mortgage Pass-Through
                           Certificates, Series 1996-1
                                                                       
                                                                       
                                                                       
                                                                       
                                                                       
                                                                       
                                                                       
                                                                       
                                                                       
                  --------------------------------------------
                                                                       
                                   PROSPECTUS
                                                                       
                           
                                OCTOBER 29, 1996

                                                                       
                                                                       
                  --------------------------------------------
                                                                       
                                                                       
                                                                       
                                                                       
                                                                       
                                                                       
                                                                       
                                                                       
                                 LEHMAN BROTHERS
                                                                       
                                                                       
                                                                       
                                                                       
                                                                       
                                                                       
                                                                       
                                                                       
                                                                       
           ==========================================================
                                                                       

<PAGE>

================================================================================

          No dealer,  salesman or other person has been  authorized to
          give  any  information  or to make  any  representation  not
          contained in this  Prospectus  Supplement or the  Prospectus
          and, if given or made,  such  information or  representation
          must not be relied  upon as having  been  authorized  by the
          Depositor or Lehman Brothers. 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 by, to any  person in any
          jurisdiction  where such an offer or  solicitation  would be
          unlawful. Neither the delivery of this Prospectus 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.

                  ---------------------------------------------
                                TABLE OF CONTENTS

                                   Prospectus
                                                             Page

          Summary of Transaction...........................  iii
          Summary of Terms.................................    1
          
          Risk Factors.....................................   12
          Description of the Certificates..................   15
          Use of Proceeds..................................   21
          Description of the Mortgage Loans................   21
          Servicing of the Mortgage Loans..................   27
          Yield, Prepayment and Maturity Considerations....   31
          The Depositor....................................   87
          The Resolution Trust Corporation.................   87
          Certain Federal Income Tax Consequences..........   87
          ERISA Considerations.............................   96
          Legal Investment Considerations..................   97
          Underwriting ....................................   97
          Certificate Ratings..............................   97
          Legal Matters....................................   98
          Additional Information...........................  98
          Index of Principal Terms.........................  100
          Exhibit A........................................   A-1
          Exhibit B........................................   B-1
          Exhibit C........................................   C-1
          Exhibit D........................................   D-1
          Exhibit E........................................   E-1
          Exhibit F........................................   F-1
          Exhibit G........................................   G-1
          Exhibit H........................................   H-1
          Exhibit I........................................   I-1
          Exhibit J........................................   J-1


                         Underlying Prospectus
                                                             Page

          Summary of Information...........................    3
          Special Considerations...........................   12
          Description of the Certificates..................   24
          Use of Proceeds..................................   55
          Depository Institutions..........................   55
          Description of the Mortgage Loans................   56
          Servicing of the Mortgage Loans..................   72
          Yield, Prepayment and Maturity Considerations....   81
          The Resolution Trust Corporation.................  138
          Certain Federal income Tax Consequences..........  139
          Certain Legal Aspects of the Mortgage Loans......  149
          ERISA Considerations.............................  162
          Legal Investment Considerations..................  164
          Underwriting.....................................  165
          Certificate Ratings..............................  166
          Legal Matters....................................  167
          Financial Information............................  167
          Additional Information...........................  167
          Glossary.........................................  168
          Exhibits.........................................  A-1



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