CLAYTON HOMES INC, 424B5, 1997-05-30

CLAYTON HOMES INC
424B5, 1997-05-30
MOBILE HOMES

Previous: FIDELITY ADVISOR SERIES IV, 497, 1997-05-30

Next: EUROPACIFIC GROWTH FUND, NSAR-B, 1997-05-30

PROSPECTUS SUPPLEMENT
(To Prospectus dated May 20, 1997)
$301,073,000 (APPROXIMATE)
VANDERBILT MORTGAGE AND FINANCE, INC.
SELLER AND SERVICER
MANUFACTURED HOUSING CONTRACT
SENIOR/SUBORDINATE PASS-THROUGH CERTIFICATES, SERIES 1997B

$47,400,000 (APPROXIMATE) CLASS I $80,700,000 (APPROXIMATE) CLASS II
A-1 A-1
$40,900,000 (APPROXIMATE) CLASS I $13,095,000 (APPROXIMATE) CLASS II
A-2 B-1
$29,200,000 (APPROXIMATE) CLASS I $ 5,612,000 (APPROXIMATE) CLASS II
A-3 B-2
$16,400,000 (APPROXIMATE) CLASS I $ 7,483,000 (APPROXIMATE) CLASS II
A-4 B-3
$26,299,000 (APPROXIMATE) CLASS I
A-5
$15,535,000 (APPROXIMATE) CLASS I
A-6
$10,681,000 (APPROXIMATE) CLASS I
B-1
$ 7,768,000 (APPROXIMATE) CLASS I
B-2

(Principal and interest payable on the 7th day of each month, beginning June,
1997)
The Manufactured Housing Contract Senior/Subordinate Pass-Through
Certificates, Series 1997B (the "Certificates") will represent interests in a
trust fund (the "Trust Fund") consisting of a pool (the "Contract Pool")
which includes two groups (each, a "Group") of manufactured housing
installment sales contracts and installment loan agreements (the "Contracts")
and certain related property conveyed by Vanderbilt Mortgage and Finance,
Inc. (the "Company"). The Company will serve as servicer of the Contracts
(together with any successor servicer, herein referred to as the "Servicer").
The Contracts were originated or purchased by the Company in the ordinary
course of its business. The term "Approximate," with respect to the
aggregate principal amount of any Certificates, means that the amount is
subject to a permitted variance of plus or minus 5%. Terms used and not
otherwise defined herein have the respective meanings ascribed to such terms
in the Prospectus, dated May 20, 1997, attached hereto (the "Prospectus").
(Continued on next page)
/________________/
CERTAIN FACTORS SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE
CERTIFICATES. SEE "RISK FACTORS" HEREIN AND IN THE PROSPECTUS.
THE OFFERED CERTIFICATES WILL NOT REPRESENT INTERESTS IN OR OBLIGATIONS
OF THE COMPANY OR ANY OF ITS AFFILIATES. THE OFFERED CERTIFICATES WILL NOT
BE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY, THE
UNDERWRITERS OR ANY OF THEIR AFFILIATES OR THE COMPANY OR, EXCEPT FOR THE
LIMITED GUARANTEE APPLICABLE TO THE CLASS I B-2 AND CLASS II B-3
CERTIFICATES, ANY OF ITS AFFILIATES, AND, EXCEPT FOR PAYMENTS, IF ANY, UNDER
THE LIMITED GUARANTEE OR ALTERNATE CREDIT ENHANCEMENT IN RESPECT OF THE CLASS
I B-2 AND CLASS II B-3 CERTIFICATES, WILL BE PAYABLE ONLY FROM COLLECTIONS ON
THE CONTRACTS AS DESCRIBED HEREIN.
THE 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.

<TABLE>
<CAPTION> Underwriting Proceeds to
Price to Public Discount Company(2)
<S> <C> <C> <C>
Class I A-1 Certificates . . . . . . . . 100% .325% 99.675%
Class I A-2 Certificates(1) . . . . . . . 99.984375% .325% 99.659375%
Class I A-3 Certificates(1) . . . . . . . 99.953125% .325% 99.628125%
Class I A-4 Certificates(1) . . . . . . . 99.96875% .325% 99.64375%
Class I A-5 Certificates(1) . . . . . . . 99.96875% .325% 99.64375%
Class I A-6 Certificates(1) . . . . . . . 99.87500% .325% 99.55%
Class I B-1 Certificates(1) . . . . . . . 99.890625% .50% 99.390625%
Class I B-2 Certificates (1) . . . . . . 99.953125% .50% 99.453125%
Class II A-1 Certificates . . . . . . . . 100% .325% 99.675%
Class II B-1 Certificates . . . . . . . . 100% .325% 99.675%
Class II B-2 Certificates . . . . . . . . 100% .50% 99.50%
Class II B-3 Certificates . . . . . . . . 100% .50% 99.50%
Total . . . . . . . . . . . . . . . . . $301,004,836.09 $1,033,689.25 $299,971,146.84

</TABLE>

(1) Plus accrued interest, if any, at the applicable rate from May 1, 1997.
(2) Before deducting expenses, estimated to be $250,000.

The Offered Certificates will be purchased by the Underwriters from the
Company and will be offered by the Underwriters from time to time to the
public in negotiated transactions or otherwise at varying prices to be
determined, in each case, at the time of sale.

The Offered Certificates are offered subject to receipt and acceptance
by the Underwriters, to prior sale and to the Underwriters' right to reject
any order in whole or in part and to withdraw, cancel or modify the offer
without notice. It is expected that delivery of the Offered Certificates
will be made in book-entry form through the facilities of DTC, Cedel Bank,
soci t anonyme and the Euroclear System on or about May 28, 1997, against
payment therefor in immediately available funds.

PRUDENTIAL SECURITIES INCORPORATED CREDIT SUISSE FIRST BOSTON

The date of this Prospectus Supplement is May 20, 1997.

(Continued from the cover page)

The Certificates will consist of (a) two groups of certificates (each, a
"Group") including the "Group I Certificates" consisting of five classes of
senior certificates (the "Class I A-1 Certificates," the "Class I A-2
Certificates," the "Class I A-3 Certificates", the "Class I A-4 Certificates"
and the "Class I A-5 Certificates"; collectively, the "Group I Senior
Certificates") and three classes of subordinated certificates (the "Class I
A-6 Certificates," the "Class I B-1 Certificates," and the "Class I B-2
Certificates") and the "Group II Certificates" consisting of one class of
senior certificates (the "Class II A-1 Certificates") and three classes of
subordinated certificates (the "Class II B-1 Certificates," the "Class II B-2
Certificates" and the "Class II B-3 Certificates") and (b) one class of
residual certificates (the "Class R Certificate"). The Class I A-1
Certificates, Class I A-2 Certificates, Class I A-3 Certificates, Class I A-4
Certificates, Class I A-5 Certificates and Class I A-6 Certificates will
evidence in the aggregate approximate initial 24.41%, 21.06%, 15.04%, 8.45%,
13.54% and 8.00% undivided interests, respectively, in the "Group I
Contracts" which are fixed rate contracts. The Class I B-1 Certificates and
Class I B-2 Certificates will evidence in the aggregate approximate initial
5.5% and 4% undivided interests, respectively, in the Group I Contracts. The
Class II A-1 Certificates, the Class II B-1 Certificates, the Class II B-2
Certificates and the Class II B-3 Certificates will evidence in the aggregate
approximate initial 75.5%, 12.25%, 5.25% and 7.00% undivided interests,
respectively, in the "Group II Contracts" which are adjustable rate
contracts. The Class I A-1, Class I A-2, Class I A-3, Class I A-4, Class I
A-5, Class I A-6 and Class II A-1 Certificates are referred to collectively
as "Class A Certificates" herein. The Class I B-1, Class I B-2, Class II B-
1, Class II B-2 and Class II B-3 Certificates are referred to collectively as
"Class B Certificates" herein. The Class R Certificate is not being offered
hereby. All of the Certificates, other than the Class R Certificates, are
being offered hereby and are referred to herein as the "Offered
Certificates."

The Trust Fund will be created pursuant to a Pooling and Servicing
Agreement among the Company, as Seller and Servicer of the Contracts, The
Chase Manhattan Bank, as trustee (the "Trustee") and Clayton Homes, Inc.
("CHI") as provider of the Limited Guarantee. The Trust Fund property will
include all rights to payments received on each Contract on or after April
26, 1997 (the "Cut-off Date"), security interests in the manufactured homes
securing the Contracts, any related mortgages or deeds of trust, all rights
under certain hazard insurance policies with respect to the manufactured
homes and the amounts in the Certificate Accounts.

Payments of principal and interest on the Offered Certificates will be
distributed to Certificateholders on the 7th day of each month (or if the 7th
day is not a business day, the next business day) (each, a "Remittance
Date"), beginning in June 1997. On each Remittance Date, holders of Group I
Certificates and Group II Certificates will be entitled to receive
distributions of interest and principal calculated as set forth herein.

With respect to the Group I Certificates, the rights of the holders of
the Class I A-6 Certificates to receive distributions of interest and
principal are subordinated to the rights of the holders of the Group I Senior
Certificates, the rights of the holders of the Class I B-1 Certificates to
receive distributions of interest and principal are subordinated to the
rights of the Group I Senior Certificates and Class I A-6 Certificates and
the rights of the holders of the Class I B-2 Certificates to receive
distributions of interest and principal are subordinated to the rights of the
Group I Senior Certificates, the Class I A-6 Certificates and Class I B-1
Certificates, all as described herein. With respect to the Group II
Certificates, the rights of the holders of the Class II B-1 Certificates to
receive distributions of interest and principal are subordinated to the
rights of the holders of the Class II A-1 Certificates, the rights of the
holders of the Class II B-2 Certificates to receive distributions of interest
and principal are subordinated to the rights of the Class II A-1 and Class II
B-1 Certificates, and the rights of the holders of the Class II B-3
Certificates to receive distributions of interest and principal are
subordinated to the rights of the holders of the Class II A-1, Class II B-1
and Class II B-2 Certificates, all as described herein.

The Class I B-2 Certificates and the Class II B-3 Certificates, will
initially have the benefit of a limited guarantee (the "Limited Guarantee")
of CHI to protect against losses that would otherwise be absorbed by such
Certificates. Pursuant to the Limited Guarantee, to the extent that funds in
the Group I or Group II Certificate Accounts, as applicable, are insufficient
to distribute to the holders of the Class I B-2 Certificates the Class I B-2
Formula Distribution Amount (as described herein) or to the holders of the
Class II B-3 Certificates the Class II B-3 Formula Distribution Amount (as
described herein), CHI will be obligated to pay an Enhancement Payment (as
defined herein). See "Description of the Certificates--Limited Guarantee of
CHI" herein. The Limited Guarantee may be replaced by an Alternate Credit
Enhancement (as defined herein).

An election will be made to treat the Trust Fund as a real estate
mortgage investment conduit (a "REMIC") for federal income tax purposes. See
"Certain Federal Income Tax Consequences" herein and in the Prospectus. The
Group I and Group II Certificates will represent "regular interests" in the
REMIC, and the Class R Certificate will represent the residual interest in
the REMIC.

The obligations of the Servicer (including the Company as initial
Servicer) with respect to the Certificates are limited to its contractual
servicing obligations. The Company, as seller, however, will make certain
representations and warranties relating to the Contracts. In the event of an
uncured breach of any such representation or warranty that materially
adversely affects a Contract, the Company may, under certain circumstances,
be obligated to repurchase such Contract or substitute another Contract
therefor, as described herein.

The interests of the owners of the Offered Certificates (the
"Certificate Owners") will be represented by book-entries on the records of
The Depository Trust Company and participating members thereof. See
"Description of the Certificates--Registration of the Offered Certificates"
herein. Prudential Securities Incorporated and Credit Suisse First Boston
Corporation (the "Underwriters") intend to make a secondary market in the
Offered Certificates, but have no obligation to do so. There can be no
assurance that a secondary market for the Offered Certificates will develop,
or if it does develop, that it will continue or provide sufficient liquidity.

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

Certain persons participating in this offering may engage in
transactions that stabilize, maintain, or otherwise affect the price of the
Offered Certificates. Such transactions may include stabilizing and the
purchase of Offered Certificates to cover syndicate short positions. For a
description of these activities, see "Underwriting" herein.

This Prospectus Supplement does not contain complete information about
the offering of the Offered Certificates. Additional information is
contained in the Prospectus and purchasers are urged to read both this
Prospectus Supplement and the Prospectus in full. Sales of the Offered
Certificates may not be consummated unless the purchaser has received both
this Prospectus Supplement and the Prospectus.

UNTIL 90 DAYS AFTER THE DATE OF THIS PROSPECTUS SUPPLEMENT, ALL DEALERS
EFFECTING TRANSACTIONS IN THE OFFERED CERTIFICATES, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS
SUPPLEMENT AND PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS
TO DELIVER A PROSPECTUS SUPPLEMENT AND PROSPECTUS WHEN ACTING AS UNDERWRITERS
AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

____________________

SUMMARY OF TERMS OF THE CERTIFICATES

This summary is qualified in its entirety by reference to the detailed
information appearing elsewhere in this Prospectus Supplement and in the
accompanying Prospectus. Capitalized terms used herein and not otherwise
defined herein shall have the respective meanings assigned them in the
Prospectus or elsewhere in this Prospectus Supplement.

Securities Offered The Class I A-1, Class I A-2, Class I A-3, Class I
A-4, Class I A-5, Class I A-6, Class I B-1 and Class
I B-2 Certificates (collectively, the "Group I
Certificates") and the Class II A-1, Class II B-1,
Class II B-2 and Class II B-3 Certificates
(collectively, the "Group II Certificates" and
together with the Group I Certificates, the "Offered
Certificates") of the Manufactured Housing Contract
Senior/Subordinate Pass-Through Certificates, Series
1997B. The Class R Certificate is not being offered
hereby. The Class R Certificate and the Offered
Certificates are collectively referred to as the
"Certificates" herein.

Seller Vanderbilt Mortgage and Finance, Inc. (the
"Company"), an indirect subsidiary of Clayton Homes,
Inc. ("CHI"). Neither CHI nor any of its
affiliates, including the Company, has guaranteed or
is otherwise obligated with respect to the
Certificates, except to the extent of the Limited
Guarantee of CHI or the Alternate Credit Enhancement
with respect to the Class I B-2 Certificates and the
Class II B-3 Certificates. See "Risk Factors"
herein and in the Prospectus.

Servicer Vanderbilt Mortgage and Finance, Inc. (in such
capacity referred to herein as the "Servicer"). The
Servicer may perform any of its obligations under
the Agreement through one or more subservicers.
Notwithstanding any such subservicing arrangement,
the Servicer will remain liable for its servicing
duties and obligations under the Agreement as if the
Servicer alone were servicing the Contracts.

Trustee The Chase Manhattan Bank, a New York banking
corporation (the "Trustee").

Group I Cut-off Date
Principal Balance As of the Cut-off Date, the aggregate principal
balance of the Group I Contracts will equal
approximately $194,183,000 (subject to a permitted
variance of plus or minus 5%) (the "Group I Cut-off
Date Principal Balance").

Group II Cut-off Date
Principal Balance As of the Cut-off Date, the aggregate principal
balance of the Group II Contracts will equal
approximately $106,890,000 (subject to a permitted
variance of plus or minus 5%) (the "Group II Cut-off
Date Principal Balance").

Cut-off Date Pool
Principal Balance As of the Cut-off Date, the aggregate principal
balance of the Contracts will equal approximately
$301,073,000 (subject to a permitted variance of
plus or minus 5%) (the "Cut-off Date Pool Principal
Balance").

Certificates Offered $301,073,000 Manufactured Housing Contract Senior/
Subordinate Pass-Through Certificates, Series 1997B,
to be issued in the following Classes (each, a
"Class"):

<TABLE>
<CAPTION>
Original Certificate Remittance
Principal Balance(1) Rate Class
- -------------------- ------------ -------------------------
<S> <C> <C>
$47,400,000 (2)(9) Class I A-1 Certificates
$40,900,000 6.775%(3) Class I A-2 Certificates
$29,200,000 6.975%(3) Class I A-3 Certificates
$16,400,000 7.19%(3) Class I A-4 Certificates
$26,299,000 7.40%(3) Class I A-5 Certificates
$15,535,000 7.60%(3) Class I A-6 Certificates
$10,681,000 7.525%(3) Class I B-1 Certificates
$7,768,000 8.155%(3) Class I B-2 Certificates
$80,700,000 (4)(8)(9) Class II A-1 Certificates
$13,095,000 (5)(8)(9) Class II B-1 Certificates
$5,612,000 (6)(8)(9) Class II B-2 Certificates
$7,483,000 (7)(8)(9) Class II B-3 Certificates

</TABLE>

(1) Approximate, subject to a permitted variance of plus or minus
5%.
(2) The Remittance Rate for the Class I A-1 Certificates shall be
the lesser of (a) the sum of (i) the London interbank offered
rate for one-month United States dollar deposits ("LIBOR")
(calculated as described herein) and (ii) .09% and (b) the Group
I Weighted Average Net Contract Rate (as defined herein) for
such Remittance Date. The "Group I Weighted Average Net
Contract Rate" shall be equal to (a) the weighted average of the
Group I Contract Rates applicable to the scheduled payments due
on the outstanding Group I Contracts in the Due Period preceding
such Remittance Date minus (b) 1.25%.
(3) Subject to a maximum rate equal to the Group I Weighted Average
Net Contract Rate for such Remittance Date.
(4) The Class II A-1 Remittance Rate shall be the lesser of (a) the
Class II A-1 Formula Rate (as defined below) and (b) the Net
Funds Cap (as defined below) for such Remittance Date. The
Class II A-1 Formula Rate shall be a per annum rate equal to the
sum of (a) LIBOR (as defined herein) plus (b) (i) with respect
to any Remittance Date which occurs on or prior to the Call
Option Date (as defined herein), 0.23% or (ii) with respect to
any Remittance Date which occurs after the Call Option Date,
0.46%. The Net Funds Cap for any Remittance Date shall equal
the per annum rate equal to a fraction, expressed as a
percentage, the numerator of which equals the sum of (a) the
aggregate amount of interest due on the Group II Contracts on
the related Due Date and (b) the Overcollateralization Reduction
Amount, if any, for such Distribution Date less (c) one-twelfth
of (i) if the Company is the Servicer, 0.50% of the Group II
Pool Scheduled Principal Balance on the first day of the Due
Period or (ii) if the Company is no longer the Servicer, 1.75%
of the Group II Scheduled Pool Principal Balance on the first
day of the Due Period and the denominator of which is equal to
the Certificate Principal Balance of the Group II Certificates
(adjusted to reflect the actual number of days elapsed in the
Interest Period divided by 360). The Call Option Date shall be
the day on which the outstanding balance of the Contracts in the
Trust Fund has declined to 10% or less of the Cut-off Date Pool
Principal Balance.
(5) The Class II B-1 Remittance Rate shall be the lesser of (a) the
Class II B-1 Formula Rate (as defined below) and (b) the Net
Funds Cap for such Remittance Date. The "Class II B-1 Formula
Rate" shall be a per annum rate equal to the sum of (a) LIBOR
(as defined herein) plus (b) (i) with respect to any Remittance
Date which occurs on or prior to the Call Option Date, 0.40% or
(ii) with respect to any Remittance Date which occurs after the
Call Option Date, 0.80%.
(6) The Class II B-2 Remittance Rate shall be the lesser of (a) the
Class II B-2 Formula Rate (as defined below) and (b) the Net
Funds Cap for such Remittance Date. The "Class II B-2 Formula
Rate" shall be a per annum rate equal to the sum of (a) LIBOR
(as defined herein) plus (b) (i) with respect to any Remittance
Date which occurs on or prior to the Call Option Date, 0.90%
or (ii) with respect to any Remittance Date which occurs after
the Call Option Date, 1.40%.
(7) The Class II B-3 Remittance Rate shall be the lesser of (a) the
Class II B-3 Formula Rate (as defined below) and (b) the Net
Funds Cap for such Remittance Date. The Class II B-3 Formula
Rate shall be a per annum rate equal to the sum of (a) LIBOR (as
defined herein) plus (b) (i) with respect to any Remittance Date
which occurs on or prior to the Call Option Date, 1.15% or (ii)
with respect to any Remittance Date which occurs after the Call
Option Date, 1.65%.
(8) If on any Remittance Date, the Remittance Rate for any of the
Group II Certificates is based on the Net Funds Cap,
Certificateholders of such Class will be entitled to receive on
subsequent Remittance Dates the applicable Net Funds Cap
Carryover Amount (as defined herein) to the extent of funds
available therefore as described herein; provided, however,
-------- -------
additional funds resulting from the cross-collateralization
provisions described herein shall not be available to Group II
Certificateholders to pay the Net Funds Cap Carryover Amount.
See "Description of the Certificates -- Distributions."
(9) With respect to the Class I A-1 Certificates and the Group II
Certificates, the Remittance Rates for the first Remittance Date
(the "Initial Remittance Rates") will not be determined until
two days prior to the Closing Date. Therefore, the Initial
Remittance Rates have not been determined as of the date of this
Prospectus Supplement.

Designations

Offered Certificates Class I A-1, Class I A-2, Class I A-3, Class I
A-4 and Class I A-5, Class I A-6, Class I B-1
and Class I B-2. Class II A-1, Class II B-1,
Class II B-2 and Class II B-3.

Group I Certificates Class I A-1, Class I A-2, Class I A-3, Class I
A-4 and Class I A-5, Class I A-6, Class I B-1
and Class I B-2.

Group II Certificates Class II A-1, Class II B-1, Class II B-2 and
Class II B-3.

Group I Senior
Certificates Class I A-1, Class I A-2, Class I A-3, Class I
A-4 and Class I A-5.

Group II Senior
Certificates Class II A-1.

Senior Certificates Class I A-1, Class I A-2, Class I A-3, Class I
A-4, Class I A-5 and Class II A-1.

Group I Subordinate
Certificates Class I A-6, Class I B-1 and Class I B-2.

Group II Subordinate
Certificates Class II B-1, Class II B-2 and Class II B-3.

Subordinate Certificates Class I A-6, Class I B-1, Class I B-2, Class II
B-1, Class II B-2 and Class II B-3.

Group I Senior
Subordinate Certificates Class I A-6.

Group II Senior
Subordinate Certificates Class II B-1.

Senior Subordinate
Certificates Class I A-6 and Class II B-1.

Group I Junior
Subordinate Certificates Class I B-1 and Class I B-2.

Class II Junior
Subordinate Certificates Class II B-2 and Class II B-3.

Junior Subordinate
Certificates Class I B-1, Class I B-2, Class II B-2 and
Class II B-3.

Fixed Rate Certificates Class I A-2, Class I A-3, Class I A-4, Class I
A-5, Class I A-6, Class I B-1 and Class I B-2.

Floating Rate
Certificates Class I A-1 and the Group II Certificates.

Limited Guarantee
Certificates Class I B-2 and Class II B-3 Certificates.

Remittance Date The 7th day of each month (or if such 7th day
is not a business day, the next succeeding
business day), commencing in June 1997.

Record Date With respect to the Fixed Rate Certificates,
the last business day of the month preceding
the month of the related Remittance Date. With
respect to the Floating Rate Certificates, the
business day preceding the related Remittance
Date.

Cut-off Date April 26, 1997, or date of origination if
later.

Agreement The Pooling and Servicing Agreement, dated as
of April 26, 1997 (the "Agreement"), between
the Company, as Seller and Servicer, CHI, as
provider of the Limited Guarantee with respect
to the Class I B-2 Certificates and the Class
II B-3 Certificates, and the Trustee.

Description of the
Offered Certificates The Offered Certificates evidence undivided
interests in the Contract Pool and certain
other property held in trust for the benefit of
the Certificateholders (the "Trust Fund"). The
Group I Certificates evidence undivided
interests in the Group I Contracts. The Group
II Certificates evidence undivided interests in
the Group II Contracts. The Offered
Certificates will be offered in denominations
of $50,000 and integral multiples of $1,000 in
excess thereof. The undivided percentage
interest (the "Percentage Interest") of each
Class of Certificates in the distributions on
such Certificates will be equal to the
percentage obtained from dividing the denomina-
tion of such Certificate by the Original
Certificate Principal Balance of such Class of
Certificates.

Final Scheduled
Payment Dates Based on the assumptions that (i) there are no
defaults, prepayments or delinquencies with
respect to payments due based on the Assumed
Contract Characteristics, (ii) the Repurchase
Option was not exercised by the Servicer, and
(iii) there is no Overcollateralization, the
Final Scheduled Payment Dates for each of the
respective classes of the Offered Certificates
are as set forth below. It is anticipated that
the actual final Payment Date for each Class
may occur earlier than the Final Scheduled
Payment Date. In the event of large losses and
delinquencies on the Contracts, however, the
actual payment on certain of the subordinated
classes of Certificates may occur later than
the Final Scheduled Payment Date and in certain
scenarios, holders of such classes may incur a
loss on their investment. See "Yield and
Prepayment Considerations" herein.

Final Scheduled
Payment Date
-----------------
Class I A-I Certificates: September 7, 2003
Class I A-2 Certificates: January 7, 2008
Class I A-3 Certificates: August 7, 2011
Class I A-4 Certificates: February 7, 2014
Class I A-5 Certificates: February 7, 2020
Class I A-6 Certificates: June 7, 2025
Class I B-1 Certificates: July 7, 2014
Class I B-2 Certificates: October 7, 2026
Class II A-1 Certificates: November 7, 2012
Class II B-1 Certificates: October 7, 2010
Class II B-2 Certificates: October 7, 2011
Class II B-3 Certificates: July 7, 2013

Distributions Distributions to the holders of Certificates of
a Class will be made in an amount equal to
their respective Percentage Interests
multiplied by the aggregate amount distributed
on such Class of Certificates for the related
Remittance Date, commencing in June 1997.
Distributions will be made on each Remittance
Date to holders of record on the preceding
Record Date, except that the final distribution
in respect of the Certificates will only be
made upon presentation and surrender of the
Certificates at the office or agency appointed
by the Trustee for that purpose in New York,
New York. Distributions to the Certificate-
holders of a Class will be applied first to the
payment of interest and, if any principal is
then due, then to the payment of principal.
The funds available in the Group I and Group
II Certificate Account for distribution on a
Remittance Date (the "Group I Available Distri-
bution Amount" and "Group II Available
Distribution Amount," respectively) will be
applied in the amounts and the order of
priority set forth below. See "Description of
the Certificates--Distributions" for a detailed
description of the amounts on deposit in the
Certificate Accounts that will constitute the
Group I and Group II Available Distribution
Amount on each Remittance Date. Interest on
the Fixed Rate Certificates will be calculated
on the basis of a 360-day year consisting of
twelve 30-day months. Interest on the Floating
Rate Certificates will be calculated on the
basis of the number of actual days elapsed
during the Due Period and a 360-day year.

The aggregate amounts distributed to the
holders of the Offered Certificates from the
Group I Available Distribution Amount or Group
II Available Distribution Amount, as appli-
cable, in respect of a Remittance Date are the
Class I A-1 Distribution Amount, the Class I
A-2 Distribution Amount, the Class I A-3
Distribution Amount, the Class I A-4
Distribution Amount, the Class I A-5 Distri-
bution Amount, the Class I A-6 Distribution
Amount, the Class I B-1 Distribution Amount,
the Class I B-2 Distribution Amount, the Class
II A-1 Distribution Amount, the Class II B-1
Distribution Amount, the Class II B-2
Distribution Amount and the Class II B-3
Distribution Amount, respectively.

A. On each Remittance Date on which the Class I B Principal
Distribution Test is not met, the Group I Available Distribution
Amount will be distributed in the following amounts in the following
order of priority:

(i) interest accrued during the related Interest Period on the Group
I Senior Certificates, at their respective Remittance Rates, on the
outstanding Principal Balances of the Group I Senior Certificates,
together with any previously undistributed shortfalls in interest
due on the Group I Senior Certificates, in respect of prior
Remittance Dates; if the Group I Available Distribution Amount is
not sufficient to distribute the full amount of interest due on the
Group I Senior Certificates, the Group I Available Distribution
Amount will be distributed on the Group I Senior Certificates pro
rata on the basis of the interest due thereon;

(ii) the Group I Formula Principal Distribution Amount in the
following order of priority:

(a) to the Class I A-1 Certificates until the Class I A-1
Principal Balance is reduced to zero;

(b) to the Class I A-2 Certificates until the Class I A-2
Principal Balance is reduced to zero;

(d) to the Class I A-4 Certificates until the Class I A-4
Principal Balance is reduced to zero; and

(e) to the Class I A-5 Certificates until the Class I A-5
Principal Balance is reduced to zero;

(iii) interest accrued during the related Interest Period on the
Class I A-6 Principal Balance to the Class I A-6 Certificates at the
related Remittance Rate, together with any previously undistributed
shortfalls in interest due on the Class I A-6 Certificates in
respect of prior Remittance Dates;

(iv) the remainder of the Group I Formula Principal Distribution
Amount, if any, to the Class I A-6 Certificates until the Class I A-
6 Principal Balance is reduced to zero;

(v) interest accrued during the related Interest Period on the
Class I B-1 Principal Balance to the Class I B-1 Certificates at the
related Remittance Rate, together with any previously undistributed
shortfalls in interest due on the Class I B-1 Certificates in
respect of prior Remittance Dates;

(vi) the remainder of the Group I Formula Principal Distribution
Amount, if any, to the Class I B-1 Certificates until the Class I B-
1 Principal Balance is reduced to zero;

(vii) interest accrued during the related Interest Period on the
Class I B-2 Principal Balance to the Class I B-2 Certificates at the
related Remittance Rate, together with any previously undistributed
shortfalls in interest due on the Class I B-2 Certificates in
respect of prior Remittance Dates;

(viii) the remainder of the Group I Formula Principal Distribution
Amount, if any, to the Class I B-2 Certificates until the Class I B-
2 Principal Balance is reduced to zero;

(ix) any Group I Monthly Excess Spread (as defined below) to fund
any Group II Available Funds Shortfall;

(x) any remaining Group I Monthly Excess Spread to fund any
unfunded Accelerated Principal Payment (as defined below) on the
Group II Certificates after giving effect to the distribution
described in clause C(ix) or D(ix), as applicable, below;

(xi) so long as the Company is the Servicer, any remaining
available funds up to the amount equal to 1/12th of the product of
1.25% and the Group I Pool Scheduled Principal Balance for the
immediately preceding Remittance Date (the "Group I Monthly
Servicing Fee"), to the Servicer;

(xii) the amount of any reimbursement to CHI for Enhancement
Payments with respect to the Class I B-2 Certificates as provided in
the Agreement;

(xiii) so long as the Company is the Servicer, any remaining
available funds up to the amount of the Group II Monthly Servicing
Fee (as defined herein), if any, remaining unpaid after giving
effect to the distribution described in clause C(xii) or D(xii), as
applicable, below, to the Servicer;

(xiv) the amount of any reimbursement to CHI for Enhancement
Payments with respect to the Class II B-3 Certificates as provided
in the Agreement, which remains unpaid after giving effect to the
distribution described in clause C(xiii) or D(xiii), as applicable,
below; and

(xv) any remaining available funds to the holder of the Class R
Certificate, which will initially be a special purpose subsidiary of
the Company.

B. On each Remittance Date on which the Class I B Principal
Distribution Test is met, the Group I Available Distribution Amount
will be distributed in the following amounts in the following order
of priority:

(ii) the Class I A Percentage of the Group I Formula Principal
Distribution Amount in the following order of priority:

(a) to the Class I A-1 Certificates until the Class I A-1
Principal Balance is reduced to zero;

(b) to the Class I A-2 Certificates until the Class I A-2
Principal Balance is reduced to zero;

(d) to the Class I A-4 Certificates until the Class I A-4
Principal Balance is reduced to zero; and

(e) to the Class I A-5 Certificates until the Class I A-5
Principal Balance is reduced to zero;

(iv) the remainder of the Class I A Percentage of the Group I
Formula Principal Distribution Amount, if any, to the Class I A-6
Certificates until the Class I A-6 Principal Balance is reduced to
zero;

(vi) the Class I B Percentage of the Group I Formula Principal
Distribution Amount to the Class I B-1 Certificates until the Class
I B-1 Principal Balance is reduced to zero;

(viii) the remainder of the Group I Formula Principal Distribution
Amount to the Class I B-2 Certificates until the Class I B-2
Principal Balance is reduced to zero;

(ix) any Group I Monthly Excess Spread to fund any Group II
Available Funds Shortfall;

(xi) so long as the Company is the Servicer, any remaining
available funds up to the Group I Monthly Servicing Fee, to the
Servicer;

(xii) the amount of any reimbursement to CHI for Enhancement
Payments with respect to the Class I B-2 Certificates as provided in
the Agreement;

(xiii) so long as the Company is the Servicer, any remaining
available funds up to the amount of the Group II Monthly Servicing
Fee, if any, remaining unpaid after giving effect to the
distribution described in clause C(xii) or D(xii), as applicable,
below, to the Servicer;

(xv) any remaining available funds to the holder of the Class R
Certificate.

C. On each Remittance Date on which the Class II B Principal
Distribution Test is not met, the Group II Available Distribution
Amount will be distributed in the following amounts in the following
order of priority:

(i) interest accrued during the related Interest Period on the Class
II A-1 Principal Balance to the Class II A-1 Certificates at the
related Remittance Rate, together with any previously undistributed
shortfalls in interest due on the Class II A-1 Certificates in
respect of prior Remittance Dates;

(ii) the Group II Formula Principal Distribution Amount, net of any
portion of the Overcollateralization Reduction Amount, if any, then
applicable to such Certificates, to the Class II A-1 Certificates
until the Class II A-1 Principal Balance is reduced to zero;

(iii) interest accrued during the related Interest Period on the
Class II B-1 Principal Balance to the Class II B-1 Certificates at
the related Remittance Rate, together with any previously
undistributed shortfalls in interest due on the Class II B-1
Certificates in respect of prior Remittance Dates;

(iv) the remaining Group II Formula Principal Distribution Amount,
if any, to the Class II B-1 Certificates, net of any portion of the
Overcollateralization Reduction Amount, if any, then applicable to
such Certificates, until the Class II B-1 Principal Balance is
reduced to zero;

(v) interest accrued during the related Interest Period on the
Class II B-2 Principal Balance to the Class II B-2 Certificates at
the related Remittance Rate, together with any previously
undistributed shortfalls in interest due on the Class II B-2
Certificates in respect of prior Remittance Dates;

(vi) the remaining Group II Formula Principal Distribution Amount,
if any, to the Class II B-2 Certificates, net of any portion of the
Overcollateralization Reduction Amount, if any, then applicable to
such Certificates, until the Class II B-2 Principal Balance is
reduced to zero;

(vii) interest accrued during the related Interest Period on the
Class II B-3 Principal Balance to the Class II B-3 Certificates at
the related Remittance Rate, together with any previously
undistributed shortfalls in interest due on the Class II B-3
Certificates in respect of prior Remittance Dates;

(viii) the remainder of the Group II Formula Principal Distribution
Amount, if any, to the Class II B-3 Certificates, net of any portion
of the Overcollateralization Reduction Amount, if any, then
applicable to such Certificates, until the Class II B-3 Principal
Balance is reduced to zero;

(ix) any remaining Group II Available Distribution Amount to fund
any Accelerated Principal Payment on the Group II Certificates;

(x) any Group II Monthly Excess Spread, together with any
Overcollateralization Reduction Amount, to fund any Group I
Available Funds Shortfall;

(xi) any remaining available funds up to the Class II A-1 Net Funds
Cap Carryover Amount, Class II B-1 Net Funds Cap Carryover Amount,
Class II B-2 Net Funds Cap Carryover Amount and Class II B-3 Net
Funds Cap Carryover Amount to the applicable Certificateholder; if
such available funds are not sufficient to distribute the total Net
Funds Cap Carryover Amount to the applicable Classes of
Certificates, such remaining available funds will be distributed on
such Classes of Certificates pro rata based on the amount of the Net
Funds Cap Carryover Amount owing to each such Class of Certificates;

(xii) so long as the Company is the Servicer, any remaining
available funds up to the amount equal to 1/12th of the product of
1.25% and the Group II Pool Scheduled Principal Balance for the
immediately preceding Remittance Date (the "Group II Monthly
Servicing Fee"), to the Servicer;

(xiii) the amount of any reimbursement to CHI for Enhancement
Payments with respect to the Class II B-3 Certificates as provided
in the Agreement;

(xiv) so long as the Company is the Servicer, any remaining
available funds up to the amount of the Group I Monthly Servicing
Fee, if any, remaining unpaid after giving effect to the
distribution described in clause A(xi) or B(xi), as applicable,
above, to the Servicer;

(xv) the amount of any reimbursement to CHI for Enhancement
Payments with respect to the Class I B-2 Certificates as provided in
the Agreement, which remains unpaid after giving effect to the
distribution described in clause A(xii) or B(xii), as applicable,
above; and

(xvi) any remaining available funds to the holder of the Class R
Certificate.

D. On each Remittance Date on which the Class II B Principal
Distribution Test is met, the Available Distribution Amount will be
distributed in the following amounts in the following order of
priority:

(ii) the Class II A Percentage of the Group II Formula Principal
Distribution Amount, net of any portion of the Overcollateralization
Reduction Amount, if any, then applicable to such Certificates, to
the Class II A-1 Certificateholders until the Class II A-1 Principal
Balance is reduced to zero;

(iv) the Class II B Percentage of the Group II Formula Principal
Distribution Amount to the Class II B-1 Certificates, net of any
portion of the Overcollateralization Reduction Amount, if any, then
applicable to such Certificates, until the Class II B-1 Principal
Balance is reduced to zero;

(vi) the remainder of the Class II B Percentage, if any, of the
Group II Formula Principal Distribution Amount to the Class II B-2
Certificates, net of any portion of the Overcollateralization
Reduction Amount, if any, then applicable to such Certificates,
until the Class II B-2 Principal Balance is reduced to zero;

(viii) the remainder of the Group II Formula Principal Distribution
Amount to the Class II B-3 Certificates, net of any portion of the
Overcollateralization Reduction Amount, if any, then applicable to
such Certificates, until the Class II B-3 Principal Balance is
reduced to zero;

(ix) any remaining Group II Available Distribution Amount to fund
any Accelerated Principal Payment on the Group II Certificates;

(x) any Group II Monthly Excess Spread, together with any
Overcollateralization Reduction Amount, to fund any Group I
Available Funds Shortfall;

(xii) so long as the Company is the Servicer, any remaining
available funds up to the Group II Monthly Servicing Fee, to the
Servicer;

(xiii) the amount of any reimbursement to CHI for Enhancement
Payments with respect to the Class II B-3 Certificates as provided
in the Agreement;

(xvi) any remaining available funds to the holder of the Class R
Certificate.

The "Formula Principal Distribution Amount" in respect of a
Remittance Date and a Group equals the sum of (i) all scheduled
payments of principal due on each outstanding Contract in such Group
during the Due Period preceding the month in which the Remittance
Date occurs, (ii) the Scheduled Principal Balance (as defined below)
of each Contract in such Group which, during the Due Period
preceding the month of such Remittance Date, was purchased by the
Company pursuant to the Agreement on account of certain breaches of
its representations and warranties, (iii) all Partial Prepayments
(as defined in the Agreement) of Contracts in such Group received
during such preceding Due Period, (iv) the Scheduled Principal
Balance of each Contract in such Group that was prepaid in full
during such preceding Due Period, (v) the Scheduled Principal
Balance of each Contract in such Group that became a Liquidated
Contract during such preceding Due Period and (vi) any previously
undistributed shortfalls in the amounts in clauses (i) through (v)
in respect of the prior Remittance Dates (other than any such
shortfall with respect to which an Enhancement Payment has been made
to the related Certificateholders).

The Due Period with respect to any Remittance Date is the period
beginning on the 26th day of the second month preceding the month of
such Remittance Date and ending on the 25th day of the month
preceding the month of such Remittance Date.

The "Class I B Principal Distribution Test" is met in respect of a
Remittance Date on which each of the following requirements is
satisfied:
(1) such Remittance Date is on or after the June 2002 Remittance
Date;
(2) the Class I B Percentage for such Remittance Date is equal
to at least 16.625% (which is 1.75 times the original Class I B
Percentage);
(iii) the Group I Performance Tests are satisfied; and
(iv) the Class I B-2 Principal Balance is not less than
$3,883,661 (which represents approximately 2% of the Group I
Cut-off Date Principal Balance).

The "Class II B Principal Distribution Test" is met in respect of a
Remittance Date on which each of the following requirements is
satisfied:

(i) such Remittance Date is on or after the June 2002 Remittance
Date;
(ii) the Class II B Percentage for such Remittance Date is
equal to at least 50% (which is the sum of (a) 2 times the
original Class II B Percentage and (b) 1%);
(iii) the Group II Performance Tests are satisfied; and
(iv) the sum of the Group II Junior Subordinate Certificate
Principal Balance and the Overcollateralization Amount is not
less than $2,137,802 (which represents approximately 2% of the
Group II Cut-off Date Principal Balance.)

The "Group I Performance Tests" are satisfied in respect of a
Remittance Date if all of the following conditions with respect to
Group I are met:
(i) the Average Sixty-Day Delinquency Ratio (as defined in the
Agreement) as of such Remittance Date does not exceed 5% for the
Group I Contracts;
(ii) the Average Thirty-Day Delinquency Ratio (as defined in
the Agreement) as of such Remittance Date does not exceed 7% for
the Group I Contracts;
(iii) the Cumulative Realized Losses (as defined in the Agree-
ment) for the Group I Contracts as of such Remittance Date do
not exceed a certain specified percentage of the Group I Cut-off
Date Principal Balance, depending on the year in which such
Remittance Date occurs; and
(iv) the Current Realized Loss Ratio (as defined in the
Agreement) as of such Remittance Date does not exceed 2.75% for
the Group I Contracts.

The "Group II Performance Tests" are satisfied in respect of a
Remittance Date if all of the following conditions with respect to
the Group II Contracts are met:
(i) the Average Sixty-Day Delinquency Ratio as of such
Remittance Date does not exceed 5% for the Group II Contracts;
(ii) the Average Thirty-Day Delinquency Ratio as of such
Remittance Date does not exceed 7% for the Group II Contracts;
(iii) the Cumulative Realized Losses for the Group II Contracts
as of such Remittance Date do not exceed a certain specified
percentage of the Group II Cut-off Date, depending on the year
in which such Remittance Date occurs; and
(iv) the Current Realized Loss Ratio (as defined in the
Agreement) as of such Remittance Date does not exceed 2.75% for
the Group II Contracts.

The Group I Monthly Excess Spread (as defined herein) with respect
to any Remittance Date will generally be equal to the excess
interest collections on the Group I Contracts for the related Due
Period which remain available after payment of all required
distributions on the Group I Certificates and certain other required
payments for such Remittance Date as specified in the Agreement.

The Group II Monthly Excess Spread (as defined herein) with respect
to any Remittance Date will generally be equal to the excess
interest collections on the Group II Contracts for the related Due
Period (together with interest on the Overcollateralization Amount
to the extent provided in the Agreement) which remain available
after payment of all required distributions on the Group II
Certificates (including any Accelerated Principal Payment for such
Remittance Date) and certain other required payments for such
Remittance Date as specified in the Agreement.

The "Group I Available Funds Shortfall", if any, with respect to any
Remittance Date, will be equal to the amount, if any, by which the
Group I Available Distribution Amount is less than the amount
required to be distributed to the Group I Certificates on such
Remittance Date pursuant to clauses A(i) through (viii) or clauses
B(i) through (viii), as the case may be, of the distribution
priorities set forth above.

The "Group II Available Funds Shortfall", if any, with respect to
any Remittance Date, will be equal to the amount, if any, by which
the Group II Available Distribution Amount is less than the amount
required to be distributed to the Group II Certificates on such
Remittance Date pursuant to clauses C(i) through (viii) or clauses
D(i) through (viii), as the case may be, of the distribution
priorities set forth above.

The Principal Balance of each Class of Certificates is its original
Principal Balance reduced by all distributions on such Class in
respect of principal. The Class I A Principal Balance is the sum of
the Class I A-1, Class I A-2, Class I A-3, Class I A-4, Class I A-5
and Class I A-6 Principal Balances. The Class I B Principal Balance
is the sum of the Class I B-1 Principal Balance and the Class I B-2
Principal Balance. The Class II B Principal Balance is the sum of
the Class II B-1 Principal Balance, the Class II B-2 Principal
Balance and the Class II B-3 Principal Balance.

The Class I A Percentage for a Remittance Date is the percentage
derived from the fraction (which shall not be greater than 1), the
numerator of which is the aggregate Principal Balance of the Class I
A Certificates immediately prior to such Remittance Date and the
denominator of which is the Pool Scheduled Principal Balance for the
Group I Contracts. The Class I B Percentage is equal to 100% less
the Class I A Percentage.

The Class II A Percentage for a Remittance Date is the percentage
derived from the fraction (which shall not be greater than 1), the
numerator of which is the aggregate Principal Balance of the Class
II A-1 Certificates immediately prior to such Remittance Date and
the denominator of which is the Pool Scheduled Principal Balance for
the Group II Contracts. The Class II B Percentage is equal to 100%
less the Class II A Percentage.

The Scheduled Principal Balance of a Contract for any Due Period is
its principal balance after giving effect to any previous Partial
Prepayments and after giving effect to all previous scheduled
principal payments (whether or not paid) and the scheduled principal
payment, or payments, in the case of Bi-weekly Contracts, due on the
Due Date (or Due Dates, as applicable) in that Due Period, but
without giving effect to any adjustments due to bankruptcy or
similar proceedings.

In general, a Liquidated Contract is a defaulted Contract as to
which all amounts that the Servicer expects to recover through the
date of disposition of the Manufactured Home and any real property
securing such Contract have been received.

Notwithstanding the prioritization of the distribution of the Group
I Formula Principal Distribution Amount among the Group I Senior
Certificates pursuant to clauses A(ii) and B(ii) above, on each
Remittance Date on and after the Remittance Date, if any, on which a
Deficiency Event occurs, the Group I Available Distribution Amount
remaining after making the distributions of interest to the Group I
Senior Certificates required by clauses A(i) and B(i) above will be
applied to distribute the Group I Formula Principal Distribution
Amount on each Class of Group I Senior Certificates pro rata in
accordance with the outstanding Principal Balance of each such Class
of Certificates. A "Deficiency Event" will occur if the Principal
Balances of the Group I Senior Certificates becomes equal to or
greater than the Pool Scheduled Principal Balance for Group I
Contracts. The "Pool Scheduled Principal Balance" for a Group as of
a Remittance Date is equal to (i) the Cut-off Date Pool Principal
Balance for such Group less (ii) the aggregate of the Formula
Principal Distribution Amounts for such Group (exclusive of the
amounts in clause (vi) of the definition thereof) for all prior
Remittance Dates.

In no event will the aggregate distributions of principal to the
holders of any Class of Certificates (including, in the case of the
Class I B-2 Certificates and the Class II B-3 Certificates, any
principal amounts included in any Enhancement Payments) exceed the
Original Class Principal Balance for such Class of Certificates.

Any undistributed interest shortfalls which are carried forward
will, to the extent legally permissible, bear interest at the
Remittance Rate applicable to the affected Class or Classes of
Certificates.

Group II Certificates;
Overcollateralization
Provisions The Group II Weighted Average Contract Rate for
the Group II Contracts is expected generally to
be higher than the weighted average of the
Remittance Rates applicable to the Group II
Certificates, thus generating certain excess
interest collections which in the absence of
losses and delinquencies, will not be needed to
fund distributions on the Group II
Certificates. The Agreement provides that this
excess interest is to be applied, to the extent
available, to make accelerated payments of
principal to the Class or Classes of Group II
Certificates then entitled to receive
distributions of principal. Such accelerated
payments are expected to cause the aggregate
Principal Balance of the Group II Certificates
to amortize more rapidly than the principal
balance of the Group II Contracts, resulting in
"overcollateralization" (i.e., the excess of
the Group II Pool Scheduled Principal Balance
over the aggregate Principal Balance of the
Group II Certificates). This interest for a
Due Period, together with interest on the
Overcollateralization Amount, remaining after
distributions in clauses C(i) to C(ix) or D(i)
to D(ix) above is the "Group II Monthly Excess
Spread" for the Remittance Date immediately
following the applicable Due Period. On any
Remittance Date, the "Overcollateralization
Amount" will be an amount equal to the
difference between the Group II Pool Scheduled
Principal Balance as of the end of the
immediately preceding Due Period and the
aggregate Certificate Principal Balance of the
Group II Certificates on such Remittance Date
(after taking into account all other
distributions to be made on such Remittance
Date).

The Group II Monthly Excess Spread will be
applied to make accelerated payments of
principal on each Remittance Date until the
Overcollateralization Amount is equal to the
Initial Required Overcollateralization Amount,
which is expected to be approximately
$4,542,830, which represents approximately
4.25% of the initial Group II Contract Pool
Balance. Thereafter, the Group II Monthly
Excess Spread will not be applied to further
increase the Overcollateralization Amount
unless, due to losses, the
Overcollateralization Amount is decreased, in
which event such applications will commence to
the extent necessary to increase the actual
Overcollateralization Amount to the Required
Overcollateralization Amount. The level of the
Required Overcollateralization Amount is equal
to, for any Remittance Date, (x) prior to the
date on which the Class II B Principal
Distribution Test is satisfied, the Initial
Required Overcollateralization Amount and (y)
on and after the date on which the Class II B
Principal Distribution Test is satisfied, the
lesser of (i) the Initial Required
Overcollateralization Amount and (ii) the
greater of (a) 8.5% of the then current Group
II Pool Scheduled Principal Balance and (b)
.75% of the Group II Cut-off Date Pool
Principal Balance.

If, on any Remittance Date, the level of
Required Overcollateralization Amount is
permitted to be reduced, the "Excess
Overcollateralization Amount" (the excess of
(x) the actual Overcollateralization Amount on
such Remittance Date (after taking into account
all other distributions on such Remittance
Date) over (y) the Required
Overcollateralization Amount for such
Remittance Date) will be deducted from the
Group II Formula Principal Distribution Amount
(but only to the extent of such Group II
Formula Principal Distribution Amount)
otherwise distributable to the holders of the
Group II Certificates on such Remittance Date
(any such amount so deducted, an
"Overcollateralization Reduction Amount") and
will be applied as provided herein under
"Description of the Certificates--
Distributions". The Overcollateralization
Reduction Amount, if any, on any Remittance
Date shall be funded, first, from that portion
-----
of the Group II Formula Principal Distribution
Amount otherwise distributable to the holders
of the most junior class of Group II
Certificates on such Remittance Date, and, if
such amount is insufficient to fund in full the
Overcollateralization Reduction Amount on such
Remittance Date, then, second, from that
portion of the Group II Formula Principal
Distribution Amount otherwise distributable to
the holders of each succeeding Class of Group
II Certificates in ascending order of
seniority, until such Overcollateralization
Reduction Amount is completely funded. The
Agreement provides that in no event shall an
Overcollateralization Reduction Amount be
deducted from the Group II Formula Principal
Distribution Amount if, after deducting such
amount, the sum of the aggregate Principal
Balance of the Group II Junior Subordinate
Certificates and the Overcollateralization
Amount, taken together, would be less than 2.0%
of the Group II Cut-off Date Principal Amount.

The amount, if any, actually applied as an
accelerated payment of principal on any
Remittance Date is referred to herein as the
"Accelerated Principal Payment" for such
Remittance Date. The Accelerated Principal
Payment, if any, on any Remittance Date will be
an amount equal to the lesser of (x) the excess
of (i) the Required Overcollateralization
Amount over (ii) the actual
Overcollateralization Amount on such Remittance
Date and (y) the sum of the Group II Monthly
Excess Spread, if any, and the Group I Monthly
Excess Spread, if any, remaining after payment
of all then applicable prior requirements for
such Remittance Date. The Accelerated
Principal Payment will be distributed to the
holders of the Class of Group II Certificates
then entitled to receive distributions in
respect of principal on such date.

Cross Collateralization
Provisions The Agreement provides for cross
collateralization through the application of
excess amounts generated by one Contract Group
to fund shortfalls in available funds in the
other Contract Group, subject to certain prior
requirements of such Contract Group.
Therefore, as to any Remittance Date, the
amount, if any, of Group I Monthly Excess
Spread remaining after payment of all then
applicable prior requirements relating to the
Group I Certificates will be used to fund,
first, any Group II Available Funds Shortfall
and, second, to the extent of any remaining
Group I Monthly Excess Spread, any unfunded
Accelerated Principal Payment on the Group II
Certificates for such Remittance Date.
Likewise, as to any Remittance Date, the
amount, if any, of Group II Monthly Excess
Spread (together with any Overcollateralization
Reduction Amount) remaining after payment of
all then applicable prior requirements relating
to the Group II Certificates (including any
Accelerated Principal Payment for such
Remittance Date) will be used to fund any Group
I Available Funds Shortfall for such Remittance
Date. See "Description of Certificates --
Distributions" and "--Group II Certificates;
Overcollateralization Provisions".

Additional funds resulting from the cross-
collateralization provisions described herein
shall not be available to Group II
Certificateholders to pay the Net Funds Cap
Carryover Amount.

Effect of Priority Sequence of
Principal Distributions The principal amounts described in clause A(ii)
above will be distributed, if the Class I B
Principal Distribution Test is not met, to the
extent of the Group I Available Distribution
Amount after payment of interest on the Group I
Senior Certificates, to the Group I Senior
Certificateholders (but only to the extent of
the outstanding principal balance of the Group
I Senior Certificates). The principal amounts
described in clause C(ii) above will be
distributed, if the Class II B Principal
Distribution Test is not met, to the extent of
the Group II Available Distribution Amount
after payment of interest on the Group II
Senior Certificates, to the Group II Senior
Certificateholders (but only to the extent of
the outstanding principal balance of the Group
II Senior Certificates). With respect to each
Group of Certificates, this should, unless
offset by other cash flow insufficiencies due
to delinquencies and liquidation losses, have
the effect of accelerating the amortization of
the Senior Certificates, and delaying the
amortization of the Subordinate Certificates,
from what such amortization would be without
such prioritization, thereby increasing the
interest in the applicable Group of Contracts
evidenced by the Subordinate Certificates.
With respect to each Group of Certificates,
increasing the interest of the Subordinate
Certificates relative to that of the Senior
Certificates is intended to preserve, as
provided herein, the availability on each
Remittance Date of the subordination provided
by the Subordinate Certificates. See
"Description of the Certificates."

Prepayment Considerations and
Risks In general, the Contracts may be prepaid at any
time without penalty and, accordingly, the rate
of principal payments thereon is likely to vary
considerably from time to time. The Offered
Certificates may be sold at a discount to their
principal amounts. A slower than anticipated
rate of principal payments on the Contracts is
likely to result in a lower than anticipated
yield on the Offered Certificates if they are
purchased at a discount. See "Yield
Considerations" and "Maturity and Prepayment
Considerations" in the Prospectus and "Yield
and Prepayment Considerations" herein.

Subordination of the
Senior Subordinate,
Junior Subordinate
and Class R Certificates With respect to the Group I Certificates, the
rights of the holders of the Class I A-6
Certificates to receive distributions of
interest and principal are subordinated to the
rights of the holders of the Group I Senior
Certificates, the rights of the holders of the
Class I B-1 Certificates to receive
distributions of interest and principal are
subordinated to the rights of the Group I
Senior Certificates and Class I A-6
Certificates and the rights of the holders of
the Class I B-2 Certificates to receive
distributions of interest and principal are
subordinated to the rights of the Group I
Senior Certificates, the Class I A-6
Certificates and Class I B-1 Certificates.
With respect to the Group II Certificates, the
rights of the holders of the Class II B-1
Certificates to receive distributions of
interest and principal are subordinated to the
rights of the holders of the Class II A-1
Certificates, the rights of the holders of the
Class II B-2 Certificates to receive
distributions of interest and principal are
subordinated to the rights of the Class II A-1
and Class II B-1 Certificates, and the rights
of the holders of the Class II B-3 Certificates
to receive distributions of interest and
principal are subordinated to the rights of the
holders of the Class II A-1, Class II B-1 and
Class II B-2 Certificates. The subordination
of any Class of Certificates is intended to
enhance the likelihood of receipt by the
holders of Certificates senior to such Class of
Certificates of the full amount of the
scheduled monthly payments of interest and the
ultimate receipt of principal equal to the
Original Certificate Principal Balance of such
senior Class or Classes.

See "Description of the Certificates--Group I
Certificates and the Senior/Subordinate
Structure" and "--Group II Certificates and the
Senior/Subordinate Structure" herein.

Losses on Liquidated
Contracts As described above, the distribution of
principal to the holders of the Senior
Certificates in each Group is intended to
include the Scheduled Principal Balance of each
Contract in the related Group that became a
Liquidated Contract during the Due Period
immediately preceding the month of such
distribution. If the Liquidation Proceeds, net
of related Liquidation Expenses, from such
Liquidated Contract are less than the Scheduled
Principal Balance of such Liquidated Contract,
and accrued and unpaid interest thereon, then
to the extent such deficiency is not covered by
any excess interest collections on non-
defaulted Contracts, the deficiency may, in
effect, be absorbed by the Subordinate
Certificates since a portion of future
Available Distribution Amounts funded by future
principal collections on the Contracts, up to
the aggregate amount of such deficiencies, that
would otherwise have been distributable to them
may be paid to the holders of the Senior
Certificates. If the protection afforded to
the holders of a Class of Subordinate
Certificates by the subordination of one or
more Classes of more junior Subordinate
Certificates is exhausted, the holders of such
Class of Subordinate Certificates will incur a
loss on their investment.

If the Group I or Group II Available
Distribution Amount, as applicable, for any
Remittance Date is not sufficient to cover, in
addition to interest distributable to the
related Senior Certificateholders, the entire
specified portion of the applicable Formula
Principal Distribution Amount distributable to
any such Senior Certificateholders then
entitled to such payment on such Remittance
Date, then the amount of the related Pool
Scheduled Principal Balance available to the
Class B Certificates (i.e., such Pool Scheduled
Principal Balance less the Class I A Principal
Balance or the Class II A Principal Balance, as
applicable) on future Remittance Dates will be
reduced. If, because of liquidation losses,
the Pool Scheduled Principal Balance of a Group
were to decrease proportionately faster than
distributions to the related Class of Senior
Certificateholders reduce the related
Certificate Principal Balance, the level of
protection afforded by the subordination of the
related Subordinate Certificates (i.e., the
percentage of the Pool Scheduled Principal
Balance available to such Subordinate Certifi-
cates) would be reduced. On each Remittance
Date, if any, on or after the date on which the
Class I A Principal Balance equals or becomes
greater than the Pool Scheduled Principal
Balance, and so long as the Class I A-6
Certificates are outstanding, the Class I A-6
Certificateholders will bear all losses on
Liquidated Contracts (with no ability to
recover the amount of any liquidation loss from
future principal collections on the Contracts)
and incur a loss on their investment in the
Class I A-6 Certificates. On each Remittance
Date, if any, on or after the date on which the
Deficiency Event occurs, the Group I Senior
Certificateholders will receive only their
respective percentage interest of Liquidation
Proceeds (net of Liquidation Expenses) realized
in respect of Liquidated Contracts, rather than
the Scheduled Principal Balances thereof, and
will therefore bear all losses on Liquidated
Contracts (with no ability to recover the
amount of any liquidation loss from future
principal collections on the Contracts) and
incur a loss on their investment in the Group I
Senior Certificates. See "Description of the
Certificates--Group I Certificates and the
Senior/Subordinate Structure--Subordination of
the Group I Junior Subordinate Certificates and
Class R Certificates" and "--Subordination of
the Group I Senior Subordinate Certificates"
and "Yield and Prepayment Considerations."

Enhancement Payments to the
Limited Guaranteed Certificates
under the Limited Guarantee of
CHI In order to mitigate the effect of the
subordination of the Class I B-2 and Class II
B-3 Certificates and liquidation losses and
delinquencies on the Contracts, CHI will
initially provide a Limited Guarantee. Such
Limited Guarantee may be replaced by an
Alternate Credit Enhancement. See "Alternate
Credit Enhancement" herein and "Description of
the Certificates--Alternate Credit
Enhancement." Pursuant to the Limited
Guarantee, the holders of the Limited
Guaranteed Certificates are entitled to receive
on each Remittance Date the amount equal to the
Enhancement Payment, if any. Prior to the
Remittance Date (the "Initial Class I B-2
Principal Remittance Date") on which the Class
I B-1 Principal Balance is reduced to zero, the
Enhancement Payment will equal the amount, if
any, by which (a) the sum of (i) the Class I B-
2 Formula Distribution Amount (which will be
equal to one month's interest on the Class I B-
2 Principal Balance) for such Remittance Date
and (ii) the Class I B-2 Principal Liquidation
Loss Amount, if any, exceeds (b) the amount
(other than the Enhancement Payment) that will
otherwise be distributed on the Class I B-2
Certificates on such Remittance Date (the
"Class I B-2 Distribution Amount"). On each
Remittance Date on or after the Initial Class I
B-2 Principal Remittance Date, the Enhancement
Payment will equal the amount, if any, by which
the Class I B-2 Formula Distribution Amount
(which will include both interest and
principal) exceeds the Class I B-2 Distribution
Amount for such Remittance Date. Prior to the
Remittance Date (the "Initial Class II B-3
Principal Remittance Date") on which the Class
II B-2 Principal Balance is reduced to zero,
the Enhancement Payment will equal the amount,
if any, by which (a) the sum of (i) the Class
II B-3 Formula Distribution Amount (which will
be equal to one month's interest on the Class
II B-3 Principal Balance) for such Remittance
Date and (ii) the Class II B-3 Principal
Liquidation Loss Amount, if any, exceeds (b)
the amount (other than the Enhancement Payment)
that will otherwise be distributed on the Class
II B-3 Certificates on such Remittance Date
(the "Class II B-3 Distribution Amount"). On
each Remittance Date on or after the Initial
Class II B-3 Principal Remittance Date, the
Enhancement Payment will equal the amount, if
any, by which the Class II B-3 Formula
Distribution Amount (which will include both
interest and principal) exceeds the Class II B-
3 Distribution Amount for such Remittance Date;
provided, however, that the Enhancement Payment
with respect to the Class II B-3 Certificates
will not include amounts in respect of the
Class II B-3 Net Funds Cap Carryover Amount.

The "Class I B-2 Principal Liquidation Loss
Amount" for any Remittance Date will equal the
amount, if any, by which (a) the Group I
Formula Principal Distribution Amount
(exclusive of the portion thereof specified in
clause (vi) of the definition of Formula
Principal Distribution Amount) for such
Remittance Date exceeds (b) the amount
(exclusive of the Enhancement Payment)
distributed on the Group I Certificates on
account of principal on such Remittance Date.
The Class I B-2 Principal Liquidation Loss
Amount represents future principal payments on
the Contracts that, because of the
subordination of the Class I B-2 Certificates
and liquidation losses on the Contracts, will
not be paid to the Class I B-2
Certificateholders from the assets of the Trust
Fund but may be paid to the Class I B-2
Certificateholders in the form of an
Enhancement Payment.

The "Class II B-3 Principal Liquidation Loss
Amount" for any Remittance Date will equal the
amount, if any, by which (a) the Group II
Formula Principal Distribution Amount
(exclusive of the portion thereof specified in
clause (vi) of the definition of Formula
Principal Distribution Amount) for such
Remittance Date exceeds (b) the amount
(exclusive of the Enhancement Payment)
distributed on the Group II Certificates on
account of principal on such Remittance Date.
The Class II B-3 Principal Liquidation Loss
Amount represents future principal payments on
the Contracts that, because of the
subordination of the Class II B-3 Certificates
and liquidation losses on the Contracts, will
not be paid to the Class II B-3
Certificateholders from the assets of the Trust
Fund but may be paid to the Class II B-3
Certificateholders in the form of an
Enhancement Payment.

The Limited Guarantee, if applicable, will be
an unsecured general obligation of CHI and will
not be supported by any letter of credit or
other enhancement arrangement.

In the event that, on a particular Remittance
Date, the Class I B-2 Distribution Amount or
the Class II B-3 Distribution Amount, as appli-
cable, in the applicable Certificate Account
plus any amounts actually paid under the
Limited Guarantee or Alternative Credit
Enhancement are not sufficient to make a full
distribution of interest to the Class I B-2
Certificateholder or Class II B-3
Certificateholder, as applicable, the amount of
the deficiency will be carried forward as an
amount that the Class I B-2 or Class II B-3
Certificateholders are entitled to receive on
the next Remittance Date.

Alternate Credit Enhancement In the event that, at CHI's option, Alternate
Credit Enhancement (as defined herein) is
provided and, upon prior written notice to
Moody's (as defined herein), Moody's shall have
notified CHI, the Company, the Servicer and the
Trustee in writing that substitution of such
Alternate Credit Enhancement for the Limited
Guarantee will not result in the downgrade or
withdrawal of the then current rating of any
class of the Certificates, and upon the
delivery by CHI to the Trustee of an opinion of
counsel, acceptable to the Trustee, that such
action would not cause the Trust to fail to
qualify as a REMIC, the Limited Guarantee shall
be released and shall terminate. The Alternate
Credit Enhancement may consist of cash or
securities deposited by CHI or any other person
in a segregated escrow, trust or collateral
account or a letter of credit, certificate
insurance policy or surety bond provided by a
third party (an "Alternate Credit Enhance-
ment"). On each Remittance Date after delivery
of the Alternate Credit Enhancement, an amount,
equal to the lesser of the amount which would
have been payable under the Limited Guarantee
and the amount available under such Alternate
Credit Enhancement, shall be transferred from
such account to the applicable Certificate
Account to make payments to the Class I B-2 or
Class II B-3 Certificates, as applicable (an
"Enhancement Payment"). CHI shall have no
obligation to replace such enhancement once it
has been exhausted.

Monthly Advance For each Remittance Date, the Servicer will be
obligated to make advances ("Monthly Advances")
in respect of delinquent scheduled payments on
the Contracts that were due in the preceding
Due Period and would, in the Servicer's judg-
ment, be recoverable from related late
payments, Liquidation Proceeds or otherwise.
Assuming that in the judgment of the Servicer
all delinquent payments on the Contracts were
recoverable, the amount of the Monthly Advance
paid out of the funds of the Servicer is
calculated such that, if it is made, it will
permit a distribution to both the Senior
Certificateholders and Subordinate
Certificateholders undiminished by such
delinquent payments. Monthly Advances are
reimbursable to the Servicer as described under
"Description of the Certificates--Advances."

Optional Repurchase of the
Contracts by the Servicer The Company (if it is no longer the Servicer)
and the Servicer will each have the option to
purchase (the "Repurchase Option"), on any
Remittance Date, from the Trust Fund all
Contracts then outstanding and all other
property in the Trust Fund if on the preceding
Remittance Date the aggregate Pool Scheduled
Principal Balance of both Groups was less than
10% of the Cut-off Date Pool Principal Balance.
See "Description of the Certificates--Optional
Termination" herein.

The Contracts Fixed rate and variable manufactured housing
installment sales contracts and installment
loan agreements (collectively, the "Contracts")
secured by security interests in manufactured
homes, as defined herein (the "Manufactured
Homes"), purchased with the proceeds of the
Contracts and, with respect to certain of the
Contracts ("Land-and-Home Contracts"), secured
by liens on the real estate on which the
related Manufactured Homes are located. The
Contract Pool conveyed to the Trust Fund on the
Closing Date (the "Contract Pool") will have an
aggregate principal balance as of the Cut-off
Date of approximately $301,073,000 consisting
of 9,589 contracts with an aggregate principal
balance of approximately $295,191,501.15 (the
"Initial Contracts") plus additional Contracts
which will have a Cut-off Date aggregate
principal balance of approximately $5,881,500
(the "Subsequent Contracts"). 6,694 of the
Group I and Initial Group II Contracts, having
an aggregate unpaid principal balance of
approximately $193,308,610.45 as of the Cut-off
Date, are manufactured housing installment
sales contracts originated by manufactured
housing dealers and purchased by the Company
from such dealers or originated by the Company.
Certain of these dealers are affiliates of CHI,
the parent of the Company. The Company
purchased the remaining 2,895 Initial Contracts
(the "Acquired Contracts") having an aggregate
unpaid principal balance of approximately
$101,882,890.70 as of the Cut-off Date, from
different financial institutions, as described
under "The Contract Pool" herein.
Approximately 1,268 of the Acquired Contracts
having an aggregate unpaid principal balance of
approximately $50,514,363.73 as of the Cut-off
Date were originated by Belgravia Financial
Services, LLC. Approximately 1,104 of the
Acquired Contracts having an aggregate unpaid
principal balance of approximately
$38,753,416.17 as of the Cut-off Date were
originated or acquired by 21st Century Mortgage
Corporation. The Contracts, as of origination,
were secured by Manufactured Homes located in
47 states and the District of Columbia and have
been selected by the Company from the Company's
portfolio of manufactured housing installment
sale contracts and installment loans on the
basis of criteria specified in the Agreement.
Monthly or bi-weekly payments of principal and
interest on the Contracts will be due on
various days (each a "Due Date") throughout
each Due Period, as defined herein.
Approximately 23.84% of the Initial Contracts
by Cut-off Date principal balance have
scheduled level payments of principal and
interest due every two weeks (the "Bi-weekly
Contracts") and the remainder have one such
payment due each month.

Group I Contracts The Group I Contracts will consist of
approximately 6,268 fixed rate Contracts having
an aggregate unpaid principal balance of
$194,183,037.86. The APRs on the Group I
Contracts range from 7.76% to 21.0% with a
weighted average of approximately 11.015% each
as of the Cut-off Date. The Group I Contracts
had a weighted average term to scheduled
maturity as of origination of approximately 222
months and a weighted average term to scheduled
maturity as of the Cut-off Date of
approximately 217 months. The final scheduled
payment date on the Group I Contract with the
latest maturity is November 1, 2027. The Group
I Contracts were originated from October 15,
1986 through April 25, 1997 inclusive.

Group II Contracts This Prospectus Supplement contains information
regarding 3,321 Group II Contracts with an
aggregate principal balance of $101,008,463.29
(the "Initial Group II Contracts"),
representing 94.5% of the Group II Contracts.
96.43% of the Initial Group II Contracts will
consist of variable rate Contracts that adjust
annually or semi-annually based on the monthly
average yield on United States treasury
securities adjusted to a constant maturity of
five years and 3.57% of the Initial Group II
Contracts adjust based on the monthly average
yield on United States treasury securities
adjusted to a constant maturity of one year
(collectively, the "CMT Contracts"). 99.85%
of the Initial Group II Contracts reset
annually. .15% of the Group II Contracts reset
semi-annually. 51.8% of the Initial Group II
Contracts have periodic caps of 2%. 44.63% of
the Initial Group II Contracts have a periodic
cap of 1%. 3.57% of the Initial Group II
Contracts have no periodic cap. 3.57% of the
Initial Group II Contracts have no lifetime
cap. 27.99% of the Initial Group II Contracts
have a lifetime cap of 5% plus the related
initial APR. 68.44% of the Initial Group II
Contracts have a lifetime cap of 6% plus the
related initial APR.

Subject to certain limited exceptions, the APR
borne by each Initial Group II Contract has a
weighted average reset frequency of
approximately 11.991 months and adjusts on the
date set forth in the related CMT (each, a
"Change Date") to equal the sum of (i) the
monthly average yield on U.S. Treasury
securities adjusted to a constant maturity of
five years, as made available by the Federal
Reserve Board (the "Index") on a "lookback
date" (a date specified in each Contract which
occurs up to a specified number of days before
the applicable Change Date) and (ii) the number
of basis points set forth in such Contract (the
"Gross Margin"), subject to rounding and to the
effects of the Periodic Cap, the applicable
Lifetime Cap and the applicable Lifetime Floor.
The "Periodic Cap" limits changes in the APR
for each Group II Contract on each Change Date.
The "Lifetime Cap" is the maximum APR that may
be borne by a CMT Contract over its life. The
"Lifetime Floor" is the minimum APR that may be
borne by a CMT Contract over its life and is
equal to the Gross Margin for such CMT
Contract. The CMT Contracts do not provide for
negative amortization.

As of the Cut-Off Date, the average Contract
Balance of the Initial Group II Contracts was
$30,415.07. As of the Cut-Off Date, the
initial APRs on the Initial Group II Contracts
ranged from 7.99% to 15.5% with a weighted
average of approximately 10.318% each as of the
Cut-off Date. The weighted average maximum APR
of the Initial Group II Contracts was 16.038%.
The maximum APRs of the Initial Group II
Contracts ranged from 13.25% to 21.5%. The
weighted average minimum APR of the Initial
Group II Contracts was 4.141%. The minimum
APRs of the Initial Group II APRs ranged from
1.65% to 9.3%. The weighted average Gross
Margin of the Initial Group II Contracts was
4.146%. The minimum Gross Margin of the
Initial Group II Contracts was 1.65% and the
maximum Gross Margin of the Initial Group II
Contracts was 9.3%.

The Initial Group II Contracts had a weighted
average term to scheduled maturity as of
origination of approximately 187 months and a
weighted average term to scheduled maturity as
of the Cut-off Date of approximately 184
months. The final scheduled payment date on
the Initial Group II Contract with the latest
maturity is June 1, 2027. The Initial Group II
Contracts were originated from July 25, 1985
through April 25, 1997, inclusive.

See "The Contract Pool" herein and "Yield
Considerations" in the Prospectus. The Agree-
ment requires the Servicer to maintain one or
more standard hazard insurance policies with
respect to each Manufactured Home (other than a
Manufactured Home in repossession) in an amount
at least equal to the lesser of its maximum
insurable value or the remaining principal
balance on the related Contract. The standard
hazard insurance policies, at a minimum, are
required to provide fire and extended coverage
on terms and conditions customary in manufac-
tured housing hazard insurance policies, with
customary deductible amounts. No other
insurance policies will be provided with
respect to any Contract or the Contract Pool.
See "Description of the Certificates--
Servicing" in the Prospectus.

Security Interests and Mortgages
on the Manufactured Homes;
Repurchase or Substitution
Obligations In connection with the transfer of the
Contracts to the Trustee, the Company will
assign the security interests in the
Manufactured Homes and (with respect to the
Land-and-Home Contracts) the liens on the real
property on which the Manufactured Homes are
located to the Trustee. Assignments in
recordable form for the mortgages or deeds of
trust (each, a "Mortgage") evidencing the liens
on real property that secure the Land-and-Home
Contracts will not be delivered by the Company.
However, the Company will deliver to the
Trustee a power of attorney to enable the
Trustee to execute such assignments of such
Mortgages securing the Land-and-Home Contracts,
in the event that the recordation of such
assignments becomes necessary to foreclose upon
the related real property. The Servicer, with
the cooperation of the Company, is required to
take such steps as are necessary to perfect and
maintain perfection of the security interest in
each Manufactured Home, but as long as the
Company is the Servicer, the Servicer will not
be required to cause notations to be made on
any document of title relating to any
Manufactured Home or to execute any instrument
relating to any Manufactured Home (other than a
notation or a transfer instrument necessary to
show the Company as the lienholder or legal
titleholder).

Consequently, the security interests in the
Manufactured Homes in certain states may not be
effectively transferred to the Trustee or
perfected. See "Risk Factors--Security
Interests and Mortgages on the Manufactured
Homes" in the Prospectus. To the extent such
security interest is perfected and is
effectively transferred to the Trustee, the
Trustee will have a prior claim over subsequent
purchasers of the Manufactured Home, holders of
subsequently perfected security interests and
creditors of the Company. Under the laws of
most states, Manufactured Homes constitute
personal property, and perfection of a security
interest in the Manufactured Home is obtained,
depending on applicable state law, either by
noting the security interest on the certificate
of title for the Manufactured Home or by filing
a financing statement under the Uniform
Commercial Code. If the Manufactured Home were
relocated to another state without re-
perfection of the security interests, or if the
Manufactured Home were to become attached to
its site and a determination were made that the
security interest was subject to real estate
title and recording laws, or as a result of
fraud or negligence, the Trustee could lose its
prior perfected security interest in a
Manufactured Home. Federal and state consumer
protection laws impose requirements upon
creditors in connection with extensions of
credit and collections on installment sales
contracts, and certain of these laws make an
assignee of such a contract, such as the Trust
Fund, liable to the obligor thereon for any
violation by the lender. The Company is
obligated, subject to certain conditions
described under "Description of the
Certificates--Conveyance of Contracts" to
repurchase or, at its option, to substitute
another contract for, any Contract as to which
it has failed to perfect a security interest in
the Manufactured Home securing such Contract,
or as to which a breach of federal or state
laws exists if such breach materially adversely
affects the Trustee's interest in the Contract,
unless such failure or breach has been cured
within 90 days from notice of such breach. See
"Risk Factors--Security Interests and Mortgages
on the Manufactured Homes," "--Consumer
Protection Laws and Other Limitations on
Lenders" and "--Priority of Possible Tennessee
Tax Lien" in the Prospectus.

The discussion in the previous paragraph as it
relates to maintaining a security interest in a
Manufactured Home does not apply to any
Mortgages securing Land-and-Home Contracts.
See "Risk Factors--Security Interests and
Certain Other Aspects of the Contracts" herein
for a description of certain considerations
relating to the assignment of liens on the real
property securing Land-and-Home Contracts.

Certain Federal Income Tax
Consequences For federal income tax purposes, the Trust Fund
will be treated as a real estate mortgage
investment conduit ("REMIC"). The Group I and
Group II Certificates will constitute "regular
interests" in the REMIC and generally will be
treated as debt instruments of the Trust Fund
for federal income tax purposes with payment
terms equivalent to the terms of such
Certificates. The Class R Certificate will be
treated as the residual interest for federal
income tax purposes. The Offered Certificates
may be issued with original issue discount for
federal income tax purposes. For purposes of
determining the amount and the rate of accrual
of original issue discount and market discount,
the Company intends to assume that there will
be prepayments on the Contracts at a rate equal
to 185% of the Prepayment Model (as defined
herein) for the Group I Contracts and 200% of
the Prepayment Model for the Group II
Contracts. No representation is made as to
whether the Contracts will prepay at that rate
or any other rate. See "Certain Federal Income
Tax Consequences" herein and in the Prospectus.

ERISA Considerations A fiduciary of an employee benefit plan subject
to 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"), should carefully review
with its legal advisors whether the purchase or
holding of the Senior Certificates could give
rise to a transaction prohibited or not
otherwise permissible under ERISA or the Code.
See "ERISA Considerations" herein and in the
Prospectus.

An employee benefit plan or other plan subject
to ERISA and/or Section 4975 of the Code will
not be permitted to purchase or hold the
Subordinate Certificates unless the
certification or opinion of counsel described
under "ERISA Considerations" is delivered to
the Trustee. See "ERISA Considerations" herein
and in the Prospectus.

Legal Investment
Considerations The Offered Certificates will not constitute
"mortgage related securities" under the
Secondary Mortgage Market Enhancement Act of
1984. Accordingly, many institutions with
legal authority to invest in comparably rated
securities which are "mortgage related
securities" may not be legally authorized to
invest in the Offered Certificates. See "Legal
Investment Considerations" herein and in the
Prospectus.

Rating It is a condition to the issuance of the Senior
Certificates that they be rated "Aaa" by
Moody's Investors Service, Inc. ("Moody's").
It is a condition to the issuance of the Senior
Subordinate Certificates that they be rated at
least "Aa3" by Moody's. It is a condition to
the issuance of the Junior Subordinate
Certificates that they be rated at least "Baa2"
by Moody's. The Company has not requested a
rating on the Certificates by any rating agency
other than Moody's. However, there can be no
assurance as to whether any other rating agency
will rate the Certificates, or if it does, what
rating would be assigned by any such other
rating agency. A rating on any or all of the
Offered Certificates by certain other rating
agencies, if assigned at all, may be lower than
the ratings assigned to such Certificates by
Moody's. A security rating is not a
recommendation to buy, sell or hold securities
and may be subject to revision or withdrawal at
any time. The rating of the Limited Guarantee
Certificates is based in part on an assessment
of CHI's ability to make payments under the
Limited Guarantee. Any reduction in Moody's
rating of CHI's debt securities may result in a
similar reduction of the rating of the Limited
Guarantee Certificates. See "Ratings" in the
Prospectus.

Registration of the Offered
Certificates The Offered Certificates initially will be
represented by certificates registered in the
name of Cede & Co. ("Cede") as the nominee of
The Depository Trust Company ("DTC"), and will
only be available in the form of book-entries
on the records of DTC and participating members
thereof.

Certificates representing the Offered
Certificates will be issued in definitive form
only under the limited circumstances described
herein. All references herein to "holders" or
"holders of the Offered Certificates" shall
reflect the rights of Owners of the Offered
Certificates as they may indirectly exercise
such rights through DTC in the United States,
or Cedel Bank, soci t anonyme ("Cedel") or the
Euroclear System ("Euroclear"), in Europe, and
participating members thereof, except as
otherwise specified herein. See "Risk Factors"
and "Description of the Certificates--Regis-
tration of the Offered Certificates" herein and
"Description of the Certificates--Global
Certificates" in the Prospectus.

RISK FACTORS

Prospective investors in the Offered Certificates should consider among
other things, the following special considerations and the special
considerations in the Prospectus in connection with the purchase of the
Offered Certificates. See "Risk Factors" in the Prospectus.

1. General. An investment in the Offered Certificates evidencing
interests in Contracts may be affected by, among other things, a downturn in
regional or local economic conditions. These regional or local economic
conditions are often volatile and historically have affected the delinquency,
loan loss and repossession experience of manufactured housing installment
sales contracts. The geographic location of the Manufactured Homes is set
forth under "The Contract Pool" herein. As set forth under "The Contract
Pool," approximately 21.27%, 12.51%, 11.45% and 8.07% of the Group I
Contracts by outstanding principal balance are located in Texas, North
Carolina, Tennessee and South Carolina, respectively. As set forth under
"The Contract Pool," approximately 23.16%, 17.96%, 16.09%, 10.53%,and 9.76%
of the Initial Group II Contracts by outstanding principal balance are
located in Texas, South Carolina, North Carolina, Tennessee and Kentucky,
respectively. See "The Trust Fund--The Contract Pools" in the Prospectus.
Moreover, regardless of its location, manufactured housing generally
depreciates in value. Consequently, the market value of the Manufactured
Homes could be or become lower than the principal balances of the related
Contracts. See "The Contract Pool" herein.

With respect to each Group of Certificates, high delinquencies and
liquidation losses on the Contracts related to such Group will have the
effect of reducing, and could eliminate, the protection against loss afforded
by, with respect to the Senior Certificates, the subordination of the
Subordinate Certificates and Class R Certificates, and with respect to the
Senior Subordinate Certificates, the subordination of the Junior Subordinate
Certificates and Class R Certificates. If such protection is eliminated, the
Senior Certificateholders will bear the risk of losses on the Contracts and
must rely on the value of the Manufactured Homes for recovery of the
outstanding principal of and unpaid interest on any defaulted Contracts. See
"--Subordination of the Senior Subordinate Certificates" and "--Subordination
of the Junior Subordinate and Class R Certificates." With respect to the
Senior Subordinate Certificates, sufficiently high delinquencies and
liquidation losses on the Contracts will have the effect of reducing, and
could eliminate, the protection against loss afforded the Senior Subordinate
Certificates by the subordination of the Junior Subordinate and Class R
Certificates. If such protection is eliminated, the Senior Subordinate
Certificateholders will bear the risk of losses on the Contracts and must
rely on the value of the Manufactured Homes for recovery of the outstanding
principal of and unpaid interest on any defaulted Contracts. With respect to
the Limited Guarantee Certificates, sufficiently high delinquencies and
liquidation losses on the Contracts will have the effect of reducing, and
could eliminate, the protection against loss afforded by the collections of
interest, if any, on the Contracts in excess of the aggregate amount of
interest due to be distributed on the Offered Certificates, which excess
interest amount, if any, would otherwise be distributable on the Class R
Certificate. If such protection is eliminated and CHI fails to make payments
as required under the Limited Guarantee or the Alternate Credit Enhancement
is less than the Class I B-2 or Class II B-3 Formula Distribution Amount, as
applicable, the Class I B-2 or Class II B-3 Certificateholders, as
applicable, will bear the risk of losses on the Contracts.

Certain statistical information relating to the losses experienced by
the Company and its affiliates upon the liquidation of certain manufactured
housing contracts is set forth herein under "Vanderbilt Mortgage and Finance,
Inc." Such statistical information relates only to certain manufactured
housing contracts serviced by the Company during the periods indicated and is
included herein only for illustrative purposes. There is no assurance that
the Contracts will have the characteristics that are similar to the
manufactured housing contracts to which such statistical information relates.
In addition, the losses experienced upon recovery of principal upon the
liquidation of manufactured housing contracts historically have been sharply
affected by downturns in regional or local economic conditions. These
regional or local economic conditions are often volatile, and no predictions
can be made regarding future economic loss upon liquidation. In light of the
foregoing, no assurance can be given that the losses experienced upon the
liquidation of defaulted Contracts will be similar to any statistical
information contained herein under "Vanderbilt Mortgage and Finance, Inc."
See "The Trust Fund--The Contract Pools" in the Prospectus.

2. Prepayment Considerations. The prepayment experience on the
Contracts may affect the average life of the Offered Certificates. In the
event a Contract is prepaid in full, interest on such Contract will cease to
accrue on the date of prepayment. If such prepayments and related interest
shortfalls were sufficiently high in a month, the Group I or Group II
Available Distribution Amount, as applicable, for the next Remittance Date
could be less than the amount of principal and interest that would be
distributable to the Group I or Group II Certificateholders, as applicable,
in the absence of such shortfalls. See "Yield and Prepayment Considerations"
herein and "Maturity and Prepayment Considerations" in the Prospectus.

3. Limited Obligations. The Offered Certificates will not represent an
interest in or obligation of the Company or any Servicer. The Offered
Certificates will not be insured or guaranteed by any governmental agency or
instrumentality, the Underwriters or any of their affiliates, or the Company
or any of its affiliates (except to the extent of the Limited Guarantee of
CHI in respect of the Limited Guarantee Certificates) and will be payable
only from amounts held in the Trust Fund.

4. Limited Liquidity. 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 the Offered Certificates with
liquidity of investment or that it will remain for the term of the Offered
Certificates. Issuance of the Offered Certificates in book-entry form may
reduce the liquidity of such Certificates in the secondary trading market
since investors may be unwilling to purchase Offered Certificates for which
they cannot obtain physical certificates. See "Description of the
Certificates--Registration of the Offered Certificates" herein. The Offered
Certificates will not constitute "mortgage related securities" for purposes
of the Secondary Mortgage Market Enhancement Act of 1984 ("SMMEA").
Accordingly, many institutions with legal authority to invest in SMMEA
securities will not be able to invest in the Offered Certificates, limiting
the market for such securities.

5. Security Interests and Certain Other Aspects of the Contracts. A
variety of factors may limit the ability of the Certificateholders to realize
upon the Manufactured Homes securing the contracts or may limit the amount
realized to less than the amount due. See "Risk Factors--Security Interests
and Mortgages on the Manufactured Homes" and "--Consumer Protection Laws and
Other Limitations on Lenders" in the Prospectus.

6. Certain Matters Relating to Insolvency. The bankruptcy or
insolvency of the Company could have certain consequences for the holders of
the Offered Certificates. See "Risk Factors--Certain Matters Relating to
Insolvency" in the Prospectus.

7. Priority of Possible Tennessee Tax Lien. See "Risk Factors--
Priority of Possible Tennessee Tax Lien" in the Prospectus.

8. Louisiana Law. See "Risk Factors--Louisiana Law" in the Prospectus.

9. Limitations on Subordination. See "Risk Factors--Limitations on
Subordination" in the Prospectus.

10. Difficulty in Pledging. Since transactions in the Offered
Certificates can be effected only through The Depository Trust Company
("DTC"), Cedel, Euroclear, participating organizations, indirect participants
and certain banks, the ability of an Owner of the Offered Certificates to
pledge an Offered Certificate to persons or entities that do not participate
in the DTC, Cedel or Euroclear system, or otherwise to take action in respect
of such Certificates, may be limited due to lack of a physical certificate
representing the Offered Certificates. See "Description of the Certificates-
- -Registration of the Offered Certificates" herein.

11. Potential Delays in Receipt of Distributions. Owners of the
Offered Certificates may experience some delay in their receipt of
distributions of interest and principal on the Offered Certificates since
such distributions will be forwarded by the Trustee to DTC and DTC will
credit such distributions to the accounts of its Participants (as defined
herein), which will thereafter credit them to the accounts of Owners of the
Offered Certificates either directly or indirectly through indirect
participants. See "Description of the Certificates--Registration of the
Offered Certificates" herein.

12. Limited Guarantee of CHI. The Limited Guarantee, if applicable,
will be an unsecured general obligation of CHI and will not be supported by
any letter of credit or other enhancement arrangement. See "Incorporation of
Certain Documents of CHI by Reference" in the Prospectus.

13. Alternate Credit Enhancement. If CHI has replaced the Limited
Guarantee with an Alternate Credit Enhancement and such Alternate Credit
Enhancement is exhausted, CHI has no obligation to replace such enhancement.
Consequently, the Limited Guarantee Certificates may bear a greater risk of
loss on the Contracts than if the Limited Guarantee was in place and CHI was
able to make payments pursuant to the Limited Guarantee.

14. Basis Risk. The majority of Group II Contracts accrue interest at
variable rates based primarily on changes in the monthly average yield on
United States treasury securities adjusted to a constant maturity of five
years ("CMT Rate") as described herein and such interest rate is adjusted
semi-annually or annually. The Group II Certificates, however, accrue
interest at variable rates based on changes in LIBOR or the Net Funds Cap in
certain instances and the interest rate of the Group II Certificates is
adjusted monthly. As a result, there may be periods during which the
weighted average rate at which the Group II Contracts are accruing interest
may not reflect the then current spread between the CMT Rate (assuming the
interest rate on all Group II Contracts is adjusted monthly) and LIBOR.
Accordingly, the amount of collections with respect to interest on the Group
II Contracts available to pay the interest requirement on the Group II
Certificates (which may have increased) and other amounts due on the Group II
Certificates during such period may be less than would be the case if the
interest rate on the Group II Contracts were adjusted monthly.

THE CONTRACT POOL

All of the Contracts in the Trust Fund (the "Contract Pool") will be
purchased or originated by the Company. Each Contract will be a manufactured
housing installment sales contract or installment loan agreement
(manufactured housing installment sales contracts and installment loan
agreements being collectively referred to herein as "manufactured housing
contracts" or "contracts"). The statistical information presented in this
Prospectus Supplement concerning the Contract Pool is based on the Contract
Pool of Contracts as of the Cut-off Date.

A description of the Company's general practice with respect to the
origination or purchase, on an individual basis, of manufactured housing
contracts is set forth under "Underwriting Policies" in the Prospectus.

Under the Agreement, the manufactured homes securing the Contracts (the
"Manufactured Homes") are required to comply with the requirements of certain
federal statutes which generally would require the Manufactured Homes to have
a minimum of 400 square feet of living space and a minimum width of 102
inches and to be of a kind customarily used at a fixed location. Such
statutes would also require the Manufactured Homes to be transportable in one
or more sections, built on a permanent chassis and designed to be used as
dwellings, with or without permanent foundations, when connected to the
required utilities. The Manufactured Homes are also required to include the
plumbing, heating, air conditioning, and electrical systems therein.
Management of the Company estimates that in excess of 95% of the Manufactured
Homes are used as primary residences by the Obligors under the Contracts
secured by such Manufactured Homes.

The Agreement requires the Servicer to maintain hazard insurance
policies with respect to each Manufactured Home in the amounts and manner set
forth herein under "Description of the Certificates--Servicing" in the
Prospectus. Generally, no other insurance will be maintained with respect to
the Manufactured Homes, the Contracts or the Contract Pool.

The Company will cause to be conveyed to the Trustee the Contracts and
all rights to receive payments on the Contracts that have not been received
prior to April 26, 1997, including any such payments that were due prior to
such date but were not received prior to such date. Payments due on or after
April 26, 1997, that have been received by the Company prior to April 26,
1997 will be the property of the Company and will not be part of the Trust
Fund. The Servicer will retain physical possession of the Contract
documents. See "Description of the Certificates--Conveyance of Contracts"
herein.

The Contract Pool will have an aggregate principal balance as of the
Cut-off Date of approximately $301,073,000 consisting of 9,589 Initial
Contracts with a Cut-off Date aggregate principal balance of approximately
$295,191,501.15 plus the Subsequent Contracts which will have a Cut-off Date
aggregate principal balance of approximately $5,881,500. Each Contract was
originated on or after July 25, 1985. 6,694 of the Contracts, having an
aggregate unpaid principal balance of approximately $193,308,610.45 as of the
Cut-off Date, are manufactured housing installment sale contracts originated
by manufactured housing dealers and purchased by the Company from such
dealers or originated by the Company. Certain of these dealers are
affiliates of CHI, the parent of the Company. The Company purchased the
remaining 2,895 Contracts (the "Acquired Contracts") from different financial
institutions.

Approximately 1,104 of the Acquired Contracts (the "21st Century
Contracts") having an aggregate unpaid principal balance of approximately
$38,753,416.17 as of the Cut-off Date were originated or acquired by 21st
Century Mortgage Corporation, a Delaware corporation ("21st Century"). The
21st Century Contracts constitute approximately 13.13% of the Initial
Contract Pool. 21st Century was founded in 1995 for the origination,
acquisition and servicing of manufactured housing contracts like the
Contracts. Certain of the officers of 21st Century were previously officers
of the Company and the President of the Company is on the Board of Directors
of 21st Century. CHI is a minority stockholder of 21st Century. 21st
Century will act as subservicer for the 21st Century Contracts. The
Servicer, however, will remain primarily liable for the servicing of the 21st
Century Contracts. The underwriting standards employed by 21st Century are
similar to the standards used by the Company.

Approximately 1,268 of the Acquired Contracts, having an aggregate
unpaid principal balance of approximately $50,514,363.73 as of the Cut-off
Date, were originated by Belgravia Financial Services, LLC, a Nevada limited
liability company based in Irvine, California ("Belgravia"). Belgravia is
the retail loan affiliate of Belgravia Capital Corporation. The portfolio
purchased from Belgravia (the "Belgravia Contracts") constitutes 17.11% of
the Initial Contract Pool. Electronic Payment Systems Inc., a nationally
regarded RTC servicer based in Salt Lake City, Utah and a party to the joint
venture which formed Belgravia, serviced the Belgravia Contracts prior to the
sale of such contracts to the Company. The Company will act as Servicer of
the Belgravia Contracts pursuant to the Agreement. Belgravia's underwriting
standards, including their documentation and verification requirements, are
similar to those of the Company. Belgravia assesses a loan application based
primarily on the obligor's ability to pay, historical credit experience of
the obligor, the value of the collateral and the obligor's credit score.
Belgravia, however, will originate contracts with debt-to-income ratios that
are not as stringent as those the Company generally requires.

The Belgravia Contracts have been recently originated, with a weighted
average term since origination of 6.81 months. There is no historical
delinquency information available with respect to the Belgravia Contracts.
As of the Cut-off Date, approximately 26 of the Belgravia Contracts, having
an aggregate principal balance of approximately $1,029,382.06, are more than
30 days delinquent.

Approximately 23.84% of the Initial Contracts (the "Bi-weekly
Contracts") by principal balance as of the Cut-off Date have bi-weekly
scheduled payments of principal and interest, and the remainder of the
Contracts have monthly scheduled payments of principal and interest. Under a
Bi-weekly Contract the obligor authorizes the Company to automatically debit
the obligor's account for the payment of each scheduled payment. If the
obligor terminates such account or the authorization of the Company to debit
such account, then such Bi-weekly Contract is converted to a Contract with
scheduled monthly payments.

Approximately 2.61% of the Initial Contracts by principal balance as of
the Cut-off Date provide for an annual increase in monthly payments over the
first five years of the term of the Contract with an original Contract term
of 36 years and approximately .15% of the Initial Contracts by principal
balance as of the Cut-off Date provide for an annual increase in monthly
payments over the first five years with an original Contract term of 21
years, in each case providing initially for lower monthly payments than if
the contract were of a shorter term (collectively, the "Escalating Principal
Payment Contracts"). The Escalating Principal Payment Contracts
automatically convert to a shorter term, and the monthly payment increases
accordingly. At year six, the monthly payment increases to a level monthly
payment which fully amortizes the remaining principal over a twelve year term
with respect to the 36-year original term or seven years with respect to the
21-year original term. There is no period in which the Escalating Principal
Payment Contracts have negative amortization.

Each Contract in Group I has a fixed annual percentage rate of interest
(the "APR") and, except for the Escalating Principal Payment Contracts,
generally provides for level payments over the term of such Contract. Each
Contract in Group II has an adjustable APR, as further described herein.
Each Contract fully amortizes the principal balance of the Contract over the
term of the Contract. All of the Contracts are actuarial obligations. The
portion of each scheduled payment for any Contract allocable to principal is
equal to the total amount thereof less the portion allocable to interest.
The portion of each scheduled payment due in a particular month that is
allocable to interest is a precomputed amount equal to one month's interest
(or 14 days' interest in the case of a Bi-weekly Contract) on the principal
balance of the Contract, which principal balance is determined by reducing
the initial principal balance by the principal portion of all scheduled
payments that were due in prior months (whether or not such scheduled
payments were timely made) and all prior partial principal prepayments.
Thus, each payment allocated to a scheduled monthly or bi-weekly payment of a
Contract will be applied to interest and to principal in accordance with such
precomputed allocation whether such scheduled payments are received in
advance of or subsequent to their Due Dates. All payments received on the
Contracts (other than payments allocated to items other than principal and
interest or payments sufficient to pay the outstanding principal balance of
and all accrued and unpaid interest on such Contracts) will be applied when
received to current and any previously unpaid scheduled monthly payments in
the order of the Due Dates of such payments and any payments that exceed the
amount necessary to bring the Contract current are applied to the partial
prepayment of principal of the Contract.

Except as otherwise provided herein with respect to certain Acquired
Contracts, for each Land-and-Home Contract, the Company financed the purchase
of the Manufactured Home and either took as additional security a Mortgage on
the property on which the Manufactured Home is located or, in certain cases,
the Company took a Mortgage on other property pledged on behalf of the
Obligor, or took a Mortgage on the property on which the Manufactured Home is
located in lieu of a down payment in the form of cash or the value of a
trade-in unit, or as additional security. Approximately 8.85% of the Initial
Contracts by outstanding principal balance as of the Cut-off Date are secured
by a Mortgage on the property on which the Manufactured Home is located in
lieu of a down payment in the form of cash or the value of a trade-in unit.
See "Certain Legal Aspects of the Contracts" in the Prospectus.

GROUP I CONTRACTS

72.04% of the Group I Contracts by outstanding principal balance as of
the Cut-off Date are secured by Manufactured Homes which were new at the time
the related Group I Contracts were originated and 27.96% of the Group I
Contracts by outstanding principal balance as of the Cut-off Date are secured
by Manufactured Homes which were used at the time the related Group I
Contracts were originated. Each Group I Contract has an APR of at least
7.76% and not more than 21.0%. The weighted average APR of the Group I
Contracts as of the Cut-off Date is approximately 11.015%. The Group I
Contracts have remaining maturities as of the Cut-off Date of at least 48
months but not more than 367 months and original maturities of at least 48
months but not more than 374 months. As of the Cut-off Date, the Group I
Contracts had a weighted average original term to scheduled maturity of
approximately 222 months, and a weighted average remaining term to scheduled
maturity of approximately 217 months. The remaining term to stated maturity
of a Group I Contract is calculated as the number of months from the Cut-off
Date to the original scheduled maturity date of such Group I Contract. The
average outstanding principal balance of the Group I Contracts as of the
Cut-off Date was approximately $30,980.06. The weighted average
loan-to-value ratio at the time of origination of the Group I Contracts was
approximately 88.756%. Generally, "value" in such calculation is equal to
the sum of the down payment (which includes the value of any trade-in unit),
the original amount financed on the related Group I Contract, which may
include sales and other taxes, and, in the case of a Land-and-Home Contract,
the value of the land securing the Group I Contract as estimated by the
dealer. Manufactured Homes, unlike site-built homes, generally depreciate in
value, and it has been the Company's experience that, upon repossession, the
market value of a Manufactured Home securing a manufactured housing contract
is generally lower than the principal balance of the related manufactured
housing contract. The Group I Contracts are secured by Manufactured Homes
and real estate located in 47 states and the District of Columbia.
Approximately 21.27%, 12.51%, 11.45%, 8.07%, 6.26% and 5.31% of the Group I
Contracts by outstanding principal balance as of the Cut-off Date were
secured by Manufactured Homes or real estate located in Texas, North
Carolina, Tennessee, South Carolina, Georgia and Virginia, respectively. No
other state represented more than 4.35% of the Group I Contracts.

GROUP I STATISTICS

Set forth below is a description of certain additional characteristics
of the Group I Contracts as of the Cut-off Date. Percentages may not add to
100.00% due to rounding. Totals may not add to aggregate balances due to
rounding.

<TABLE>
GEOGRAPHICAL DISTRIBUTION OF MANUFACTURED HOMES AS OF ORIGINATION - GROUP I
<CAPTION> Percentage of
Contract Pool
Number of Aggregate Principal by Outstanding
Contracts Balance Outstanding Principal Balance
State As of Cut-off Date As of Cut-Off Date As of Cut-off Date
- ------- ------------------ --------------------- -------------------
<S> <C> <C> <C>
Alaska 1 $110,863 .06%
Alabama 111 2,567,230 1.32
Arkansas 29 920,832 .47
Arizona 112 4,059,604 2.09
California 139 4,881,125 2.51
Colorado 74 3,440,112 1.77
Connecticut 2 59,433 .03
District of Columbia 1 20,378 .01
Delaware 23 626,201 .32
Florida 164 4,526,473 2.33
Georgia 358 12,149,289 6.26
Iowa 15 360,480 .19
Idaho 15 847,643 .44
Illinois 20 513,789 .26
Indiana 48 1,072,348 .55
Kansas 2 66,365 .03
Kentucky 333 8,448,987 4.35
Louisiana 180 5,953,115 3.07
Massachusetts 2 49,479 .03
Maryland 7 152,018 .08
Maine 2 58,736 .03
Michigan 7 260,666 .13
Minnesota 3 127,281 .07
Missouri 62 1,871,137 .96
Mississippi 245 8,317,914 4.28
Montana 6 219,667 .11
North Carolina 809 24,286,275 12.51
North Dakota 2 62,290 .03
Nebraska 3 158,411 .08
New Hampshire 1 26,472 .01
New Jersey 5 243,234 .13
New Mexico 51 1,641,552 .85
Nevada 25 1,514,654 .78
New York 273 6,086,166 3.13
Ohio 79 2,022,342 1.04
Oklahoma 61 2,222,681 1.14
Oregon 18 1,245,582 .64
Pennsylvania 7 121,391 .06
South Carolina 499 15,680,206 8.07
South Dakota 3 70,154 .04
Tennessee 807 22,238,603 11.45
Texas 1,232 41,311,214 21.27
Utah 12 1,313,549 .68
Virginia 378 10,305,146 5.31
Washington 24 1,454,514 .75
Wisconsin 1 15,222 .01
West Virginia 15 428,316 .22
Wyoming 2 53,270 .03
----- ------------ ------
Total 6,268 $194,183,038 100.00%
===== ============ ======
</TABLE>

<TABLE>
YEARS OF ORIGINATION OF CONTRACTS - GROUP I
<CAPTION>
Percentage of
Number of Contract Pool
Contracts Aggregate Principal by Outstanding
As of Balance Outstanding Principal Balance
Year of Origination Cut-off Date As of Cut-off Date As of Cut-off Date
- -------------------- --------------- ------------------ --------------------
<S> <C> <C> <C>
1986 . . . . . . . . . . . . . . . 4 $34,813.17 0.02%
1987 . . . . . . . . . . . . . . . 12 111,055.06 0.06
1988 . . . . . . . . . . . . . . . 10 115,494.43 0.06
1989 . . . . . . . . . . . . . . . 9 106,837.72 0.06
1990 . . . . . . . . . . . . . . . 35 438,045.68 0.23
1991 . . . . . . . . . . . . . . . 14 170,670.45 0.09
1993 . . . . . . . . . . . . . . . 36 675,078.14 0.35
1994 . . . . . . . . . . . . . . . 222 4,946,693.99 2.55
1995 . . . . . . . . . . . . . . . 130 3,360,165.45 1.73
1996 . . . . . . . . . . . . . . . 1639 62,173,990.50 32.02
1997 . . . . . . . . . . . . . . . 4,157 122,050,193.27 62.85
----- --------------- -------
Total . . . . . . . . . . . . . . 6,268 $194,183,037.86 100.00%
===== =============== =======
</TABLE>

<TABLE>
DISTRIBUTION OF ORIGINAL CONTRACT AMOUNTS - GROUP I

Percentage of
Number of Contract Pool
Contracts Aggregate Principal by Outstanding
Original Contract Amount As of Balance Outstanding Principal Balance
(in Dollars) Cut-off Date As of Cut-off Date As of Cut-off Date
- -------------------- --------------- ------------------ --------------------
<S> <C> <C> <C>
$0 - 5,000 . . . . . . . . . . . 6 $23,843 0.01%
$5,001 - 10,000 . . . . . . . . . 165 1,345,325 0.69
$10,001 - 15,000 . . . . . . . . . 703 8,744,128 4.50
$15,001 - 20,000 . . . . . . . . . 891 15,004,826 7.73
$20,001 - 25,000 . . . . . . . . . 878 19,440,414 10.01
$25,001 - 30,000 . . . . . . . . . 893 24,169,921 12.45
$30,001 - 35,000 . . . . . . . . . 737 23,675,435 12.19
$35,001 - 40,000 . . . . . . . . . 518 19,267,494 9.92
$40,001 - 45,000 . . . . . . . . . 362 15,263,792 7.86
$45,001 - 50,000 . . . . . . . . . 326 15,365,934 7.91
$50,001 - 55,000 . . . . . . . . . 233 12,136,343 6.25
$55,001 - 60,000 . . . . . . . . . 157 8,981,693 4.63
$60,001 - 65,000 . . . . . . . . . 109 6,776,367 3.49
$65,001 - 70,000 . . . . . . . . . 92 6,176,849 3.18
$70,001 - 75,000 . . . . . . . . . 56 4,049,832 2.09
$75,001 - 80,000 . . . . . . . . . 35 2,695,905 1.39
$80,001 - 85,000 . . . . . . . . . 33 2,725,969 1.40
$85,001 - 90,000 . . . . . . . . . 13 1,132,968 0.58
$90,001 - 95,000 . . . . . . . . . 14 1,279,632 0.66
$95,001 - 100,000 . . . . . . . . 4 388,199 0.20
$100,001 - 105,000 . . . . . . 7 710,989 0.37
$105,001 - 110,000 . . . . . . 6 648,056 0.33
$110,001 - 115,000 . . . . . . 4 448,717 0.23
$115,001 - 120,000 . . . . . . 5 581,482 0.30
$120,001 - 125,000 . . . . . . 3 366,246 0.19
$125,001 - 130,000 . . . . . . 5 638,121 0.33
$130,001 - 135,000 . . . . . . 1 134,040 0.07
$135,001 or Greater . . . . . . . . . 12 2,010,517 1.04
----- ------------ -------
Total . . . . . . . . . . . . . . . 6,268 $194,183,038 100.00%
===== ============ =======
</TABLE>

<TABLE>
DISTRIBUTION OF ORIGINAL LOAN-TO-VALUE RATIOS(1) (ROUNDED TO 1%) - GROUP I
<CAPTION>

Percentage of
Number Contract Pool
of Contracts Aggregate Principal by Outstanding
Original As of Balance Outstanding Principal Balance
Loan-to-Value Ratio Cut-off Date As of Cut-off Date As of Cut-off Date
- ------------------------------ ------------- ------------------- -------------------
<S> <C> <C> <C>
Less than 61% . . . . . . . . . 185 $4,631,989.51 2.39%
61.00% - 65.999% . . . . . . 113 3,269,401.62 1.68
66.00% - 70.999% . . . . . . 173 4,633,517.68 2.39
71.00% - 75.999% . . . . . . 284 8,676,216.78 4.47
76.00% - 80.999% . . . . . . 375 10,480,819.90 5.40
81.00% - 85.999% . . . . . . 681 19,093,762.99 9.83
86.00% - 90.999% . . . . . . 1,384 42,880,374.51 22.08
91.00% - 95.999% . . . . . . 1,812 60,044,925.07 30.92
96.00% - 99.999% . . . . . . 1,257 40,283,459.34 20.75
100% or Greater . . . . . . . 4 188,570.46 0.10
------ --------------- -------
Total . . . . . . . . . . . 6,268 $194,183,037.86 100.00%
====== =============== =======
</TABLE>

_________
(1) The definition of "Value" is set forth above. Manufactured Homes,
unlike site-built homes, generally depreciate in value, and it should
generally be expected, especially with Contracts with high loan-to-value
ratios at origination, that any time after the origination of a
Contract, the market value of the Manufactured Home securing such
Contract may be lower than the outstanding principal balance of such
Contract.

<TABLE>
CONTRACT RATES - GROUP I
<CAPTION>
Percentage of
Contract Pool
Number of Aggregate Principal by Outstanding
Ranges of Contracts by Contracts Balance Outstanding Principal Balance
Contract Rate As of Cut-off Date As of Cut-off Date As of Cut-off Date
- ------------------------------ ------------------ ------------------- -------------------
<S> <C> <C> <C>
7.000% - 8.00% . . . . . . . . 37 $2,077,484.32 1.07%
8.001% - 9.00% . . . . . . . . 376 18,748,467.13 9.66
9.001% - 10.00% . . . . . . . . 852 33,924,243.17 17.47
10.001% - 11.00% . . . . . . . . 1,757 54,594,952.69 28.12
11.001% - 12.00% . . . . . . . . 1,396 44,348,832.94 22.84
12.001% - 13.00% . . . . . . . . 1,042 25,507,283.64 13.14
13.001% - 14.00% . . . . . . . . 481 9,146,316.47 4.71
14.001% - 15.00% . . . . . . . . 228 3,886,072.99 2.00
15.001% - 16.00% . . . . . . . . 68 1,402,235.45 .72
16.001% - 17.00% . . . . . . . . 3 63,114.46 .03
17.001% - 18.00% . . . . . . . . 26 451,065.18 .23
18.001% - 19.00% . . . . . . . . 1 23,380.89 .01
20.001% - 21.00% . . . . . . . . 1 9,588.63 .00
----- --------------- -------
Total . . . . . . . . . . . . . . 6,268 $194,183,037.86 100.00%
===== =============== =======
</TABLE>

<TABLE>
REMAINING MONTHS TO MATURITY - GROUP I
<CAPTION>
Percentage of
Contract Pool
Number of Aggregate Principal by Outstanding
Months Remaining Contracts Balance Outstanding Principal Balance
As of Cut-off Date As of Cut-off Date As of Cut-off Date As of Cut-off Date
--------------------- ------------------ ------------------- --------------------
<S> <C> <C> <C>
20-72 . . . . . . . . . . . . . 346 $4,279,402 2.20%
73-84 . . . . . . . . . . . . . 512 7,977,353 4.11
85-120 . . . . . . . . . . . . 974 19,061,052 9.82
121-156 . . . . . . . . . . . . 738 18,662,801 9.61
157-180 . . . . . . . . . . . . 912 25,480,271 13.12
181-240 . . . . . . . . . . . . 1,576 60,235,398 31.02
241-299 . . . . . . . . . . . . 688 27,882,122 14.36
300-360 . . . . . . . . . . . . 514 30,049,998 15.48
Greater than 360 . . . . . . . 8 554,641 .29
----- ------------ -------
Total . . . . . . . . . . . . 6,268 $194,183,038 100.00%
===== ============ =======
</TABLE>

GROUP II CONTRACTS

As of the Closing Date, the Group II Contracts will have an aggregate
principal balance as of the Cut-off Date of approximately $106,890,000. This
Prospectus Supplement contains information regarding Group II Contracts with
an aggregate principal balance as of the Cut-off Date of $101,008,463 which
represents approximately 94.5% of the Group II Contracts (the "Initial Group
II Contracts"). Additional Group II Contracts with an aggregate principal
balance as of the Cut-off Date of $5,881,500, representing approximately
5.5% of the Group II Contracts, will also be conveyed by the Company to the
Trust on the Closing Date (the "Subsequent Contracts"). Although the
Subsequent Contracts will have characteristics which may differ somewhat from
the Group II Contracts described herein, the Company does not expect that the
characteristics of the Subsequent Contracts will vary materially from the
Initial Group II Contracts presented herein. In addition, the Subsequent
Contracts will conform to certain representations and warranties set forth in
the Agreement.

73.80% of the Initial Group II Contracts by outstanding principal
balance as of the Cut-off Date are secured by Manufactured Homes which were
new at the time the related Initial Group II Contracts were originated and
26.2% of the Initial Group II Contracts by outstanding principal balance as
of the Cut-off Date are secured by Manufactured Homes which were used at the
time the related Initial Group II Contracts were originated. Each Initial
Group II Contract has an APR of at least 7.99% and not more than 15.5%. The
weighted average APR of the Initial Group II Contracts as of the Cut-off Date
is approximately 10.318%. The Initial Group II Contracts have remaining
maturities as of the Cut-off Date of at least 48 months but not more than 360
months and original maturities of at least 48 months but not more than 360
months. As of the Cut-off Date, the Initial Group II Contracts had a
weighted average original term to scheduled maturity of approximately 186.721
months, and a weighted average remaining term to scheduled maturity of
approximately 184.252 months. The remaining term to stated maturity of a
Group II Contract is calculated as the number of months from the Cut-off Date
to the original scheduled maturity date of such Group II Contract. The
average outstanding principal balance of the Initial Group II Contracts as of
the Cut-off Date was approximately $30,415.07. The weighted average
loan-to-value ratio at the time of origination of the Initial Group II
Contracts was approximately 87.742%. The calculation of the loan-to-value
for the Initial Group II Contracts is as set forth under the "The Contract
Pool--Group I Contracts". Manufactured Homes, unlike site-built homes,
generally depreciate in value, and it has been the Company's experience that,
upon repossession, the market value of a Manufactured Home securing a manu-
factured housing contract is generally lower than the principal balance of
the related manufactured housing contract. The Initial Group II Contracts
are secured by Manufactured Homes and real estate located in 33 states and
the District of Columbia. Approximately 21.89%, 16.97%, 15.21%, 9.96% and
9.24% of the Initial Group II Contracts by outstanding principal balance as
of the Cut-off Date were secured by Manufactured Homes or real estate located
in Texas, South Carolina, North Carolina, Tennessee and Kentucky,
respectively. No other state represented more than 4.46% of the Initial
Group II Contracts.

The Periodic Cap for the Initial Group II Contracts ranged from 1% to 2%
with a weighted average of approximately 1.482%. The Months to Interest Roll
for the Initial Group II Contracts ranged from 1 to 14 months with a weighted
average of approximately 11.991 months. The Payment Roll Frequency was 12.0
months.

GROUP II STATISTICS

Set forth below is a description of certain additional characteristics
of the Initial Group II Contracts as of the Cut-off Date. Percentages may
not add to 100.00% due to rounding. Totals may not add to aggregate balances
due to rounding.

<TABLE>
GEOGRAPHICAL DISTRIBUTION OF MANUFACTURED HOMES AS OF ORIGINATION - INITIAL
GROUP II CONTRACTS
<CAPTION>
Percentage of
Initial Group II
Contracts
Number of Aggregate Principal by Outstanding
Contracts Balance Outstanding Principal Balance
State As of Cut-off Date As of Cut-Off Date As of Cut-off Date
- ------ ------------------- ---------------------- --------------------
<S> <C> <C> <C>
Alabama 31 $912,815 .90%
Arkansas 19 590,769 .58
Arizona 13 438,181 .43
Colorado 3 147,211 .15
District of Columbia 1 57,267 .06
Delaware 2 112,444 .11
Florida 162 4,506,670 4.46
Georgia 64 1,698,149 1.68
Iowa 1 18,050 .02
Indiana 7 154,457 .15
Kansas 1 52,937 .05
Kentucky 351 9,853,948 9.76
Louisiana 79 2,221,510 2.20
Maryland 1 32,186 .03
Maine 1 22,746 .02
Missouri 21 612,793 .61
Mississippi 28 871,802 .86
North Carolina 507 16,249,824 16.09
New Jersey 2 35,753 .04
New Mexico 19 629,182 .62
New York 167 3,588,022 3.55
Ohio 18 507,679 .50
Oklahoma 35 1,062,740 1.05
Oregon 5 215,397 .21
Pennsylvania 3 86,188 .09
South Carolina 545 18,141,460 17.96
South Dakota 1 26,805 .03
Tennessee 344 10,635,646 10.53
Texas 761 23,394,398 23.16
Utah 1 33,839 .03
Virginia 117 3,779,841 3.74
Vermont 1 24,988 .02
Wisconsin 1 24,305 .02
West Virginia 9 268,462 .27
----- ------------ -------
Total 3,321 $101,008,463 100.00%
===== ============ =======
</TABLE>

<TABLE>
Years of Origination of Contracts - Initial Group II Contracts
<CAPTION>
Percentage of
Initial Group II
Contracts
Number of Aggregate Principal by Outstanding
Contracts Balance Outstanding Principal Balance
Year of Origination As of Cut-off Date As of Cut-Off Date As of Cut-off Date
- ------ ------------------- ---------------------- --------------------
<S> <C> <C> <C>
1985 . . . . . . . . . . . . 3 $29,867.57 0.03%
1986 . . . . . . . . . . . . 2 24,615.77 0.02
1988 . . . . . . . . . . . . 4 54,593.10 0.05
1989 . . . . . . . . . . . . 2 21,124.93 0.02
1990 . . . . . . . . . . . . 5 65,345.05 0.06
1991 . . . . . . . . . . . . 1 13,320.49 0.01
1993 . . . . . . . . . . . . 77 1,567,853.23 1.55
1994 . . . . . . . . . . . . 94 1,985,603.10 1.97
1995 . . . . . . . . . . . . 4 173,537.17 0.17
1996 . . . . . . . . . . . . 208 6,532,528.06 6.47
1997 . . . . . . . . . . . . 2,921 90,540,074.82 89.64
----- --------------- -------
Total . . . . . . . . . . . 3,321 $101,008,463.29 100.00%
===== =============== =======
</TABLE>

<TABLE>
DISTRIBUTION OF ORIGINAL CONTRACT AMOUNTS - INITIAL GROUP II CONTRACTS
<CAPTION>
Percentage of
Initial Group II
Number of Aggregate Contracts
Contracts Principal Balance by Outstanding
Original Contract Amount As of Outstanding Principal Balance
(in Dollars) Cut-off Date As of Cut-off Date As of Cut-off Date
- ------------------------- -------------- ------------------ -------------------
<S> <C> <C> <C>
$0 - 5,000 . . . . . . . . . . . . 2 $9,157 0.01%
$5,001 - 10,000 . . . . . . . . . 66 542,754 0.54
$10,001 - 15,000 . . . . . . . . . 211 2,677,237 2.65
$15,001 - 20,000 . . . . . . . . . 398 6,761,503 6.69
$20,001 - 25,000 . . . . . . . . . 531 11,757,432 11.64
$25,001 - 30,000 . . . . . . . . . 608 16,466,225 16.30
$30,001 - 35,000 . . . . . . . . . 482 15,506,592 15.35
$35,001 - 40,000 . . . . . . . . . 320 11,826,227 11.71
$40,001 - 45,000 . . . . . . . . . 233 9,796,702 9.70
$45,001 - 50,000 . . . . . . . . . 173 8,133,508 8.05
$50,001 - 55,000 . . . . . . . . . 107 5,548,725 5.49
$55,001 - 60,000 . . . . . . . . . 84 4,806,386 4.76
$60,001 - 65,000 . . . . . . . . . 47 2,925,824 2.90
$65,001 - 70,000 . . . . . . . . . 31 2,047,879 2.03
$70,001 - 75,000 . . . . . . . . . 13 937,496 0.93
$75,001 - 80,000 . . . . . . . . . 5 385,589 0.38
$80,001 - 85,000 . . . . . . . . . 5 411,096 0.41
$85,001 - 90,000 . . . . . . . . . 1 88,114 0.09
$90,001 - 95,000 . . . . . . . . . 3 278,062 0.28
$100,000 - 105,000 . . . . . . . . . 1 101,956 0.10
----- ------------ -------
Total . . . . . . . . . . . . . . . 3,321 $101,008,463 100.00%
===== ============ =======
</TABLE>

<TABLE>
DISTRIBUTION OF ORIGINAL LOAN-TO-VALUE RATIOS(1) - INITIAL GROUP II CONTRACTS
<CAPTION>

Percentage of Initial
Number Group II Contracts
of Contracts Aggregate Principal by Outstanding
Original As of Balance Outstanding Principal Balance
Loan-to-Value Ratio Cut-off Date As of Cut-off Date As of Cut-off Date
----------------------- ------------- ------------------- ------------------------
<S> <C> <C> <C>
Less than 61% . . . . . . . . . . . 89 $2,021,688.75 2.00%
61.00% - 65.999% . . . . . . . . 93 2,581,634.63 2.56
66.00% - 70.999% . . . . . . . . 93 2,795,812.81 2.77
71.00% - 75.999% . . . . . . . . 129 3,832,334.41 3.79
76.00% - 80.999% . . . . . . . . 223 7,064,834.66 6.99
81.00% - 85.999% . . . . . . . . 410 12,997,131.51 12.87
86.00% - 90.999% . . . . . . . . 938 30,007,392.17 29.71
91.00% - 100.00% . . . . . . . . 1,346 39,7O7,634.34 39.31
----- --------------- -------
Total . . . . . . . . . . . . . 3,321 $101,008,463.29 100.00%
===== =============== =======
</TABLE>

<TABLE>
CUT-OFF DATE CONTRACT RATES - INITIAL GROUP II CONTRACTS
<CAPTION>
Percentage of Initial
Group II Contracts
Number of Contracts Aggregate Principal by Outstanding
Ranges of Contracts by As of Balance Outstanding Principal Balance
Contract Rate Cut-off Date As of Cut-off Date As of Cut-off Date
- ------------------------ -------------------- -------------------- -------------------
<S> <C> <C> <C>
7.000% - 8.00% . . . . . . . . . . 2 $87,632.69 .09%
8.001% - 9.00% . . . . . . . . . . 130 5,803,231.40 5.75
9.001% - 10.00% . . . . . . . . . . 1,147 40,575,526.90 40.17
10.001% - 11.00% . . . . . . . . . . 1,285 38,182,877.89 37.80
11.001% - 12.00% . . . . . . . . . . 499 11,112,750.21 11.00
12.001% - 13.00% . . . . . . . . . . 221 4,484,934.94 4.44
13.001% - 14.00% . . . . . . . . . . 30 608,761.06 .60
14.001%- 15.00% . . . . . . . . . . . 5 112,461.20 .11
15.001% - 16.00% . . . . . . . . . . 2 40,287.00 .04
----- --------------- -------
Total . . . . . . . . . . . . . . . . 3,321 $101,008,463.29 100.00%
===== =============== =======
</TABLE>

<TABLE>
REMAINING MONTHS TO MATURITY - INITIAL GROUP II CONTRACTS
<CAPTION>

Percentage of Initial
Group II Contracts
Number of Aggregate Principal by Outstanding
Months Remaining Contracts Balance Outstanding Principal Balance
As of Cut-off Date As of Cut-off Date As of Cut-off Date As of Cut-off Date
- -------------------------------- ------------------- ------------------- ---------------------
<S> <C> <C> <C>
20-72 . . . . . . . . . . . . . 114 $1,322,154 1.31%
73-84 . . . . . . . . . . . . . 198 3,096,033 3.08
85-120 . . . . . . . . . . . . 421 8,818,442 8.73
121-156 . . . . . . . . . . . . 604 15,961,045 15.80
157-180 . . . . . . . . . . . . 678 20,479,636 20.28
181-240 . . . . . . . . . . . . 1,202 46,035,687 45.58
241-299 . . . . . . . . . . . . 64 3,140,625 3.11
300-360 . . . . . . . . . . . . 40 2,154,842 2.13
----- ------------ -------
Total . . . . . . . . . . . . 3,321 $101,008,463 100.00%
===== ============ =======
</TABLE>

<TABLE>
DISTRIBUTION OF LIFETIME CAP -- INITIAL GROUP II CONTRACTS
<CAPTION>

PERCENTAGE OF INITIAL
GROUP II CONTRACTS
NUMBER OF AGGREGATE PRINCIPAL BY OUTSTANDING
CONTRACTS BALANCE OUTSTANDING PRINCIPAL BALANCE
LIFETIME CAP AS OF CUT-OFF DATE AS OF CUT-OFF DATE AS OF CUT-OFF DATE
- ------------------------------- ------------------- ------------------- ----------------------
<S> <C> <C> <C>
13.000 to 13.499 . . . . . . . 2 $89,023.01 0.09%
13.500 to 13.999 . . . . . . . 18 873,644.12 0.86
14.000 to 14.499 . . . . . . . 77 3,115,287.58 3.08
14.500 to 14.999 . . . . . . . 235 8,657,941.79 8.57
15.000 to 15.499 . . . . . . . 606 22,371,827.16 22.15
15.500 to 15.999 . . . . . . . 744 24,558,014.02 24.31
16.000 to 16.499 . . . . . . . 511 15,868,762.37 15.71
16.500 to 16.999 . . . . . . . 358 9,571,946.35 9.48
17.000 to 17.499 . . . . . . . 231 5,143,542.38 5.09
17.500 to 17.999 . . . . . . . 180 3,689,229.86 3.65
18.000 to 18.499 . . . . . . . 91 1,776,546.40 1.76
18.500 to 18.999 . . . . . . . 49 889,758.44 0.88
19.000 to 19.499 . . . . . . . 24 418,479.49 0.41
19.500 to 19.999 . . . . . . . 12 254,010.01 0.25
20.000 to 20.499 . . . . . . . 4 83,988.39 0.08
20.500 to 20.999 . . . . . . . 2 19,703.25 0.02
21.000 to 21.499 . . . . . . . 1 18,819.00 0.02
No Lifetime Cap . . . . . . . . 176 3,607,939.67 3.57
----- ---------------
Total . . . . . . . . . . . . 3,321 $101,008,463.29 100.00%
===== ===============
</TABLE>

<TABLE>
DISTRIBUTION OF GROSS MARGINS - INITIAL GROUP II CONTRACTS
<CAPTION>
PERCENTAGE OF INITIAL
GROUP II CONTRACTS
NUMBER OF AGGREGATE PRINCIPAL BY OUTSTANDING
CONTRACTS BALANCE OUTSTANDING PRINCIPAL BALANCE
GROSS MARGIN AS OF CUT-OFF DATE AS OF CUT-OFF DATE AS OF CUT-OFF DATE
- ------------------------------- ------------------- ------------------- ----------------------
<S> <C> <C> <C>
1.000% to 2.000% . . . . . . 8 $445,836.84 0.44%
2.001% to 3.000% . . . . . . 216 8,664,893.55 8.58
3.001% to 4.000% . . . . . . 1,197 40,435,790.26 40.03
4.001% to 5.000% . . . . . . 1,130 34,516,746.18 34.17
5.001% to 6.000% . . . . . . 520 11,746,844.56 11.63
6.001% to 7.000% . . . . . . 212 4,438,150.66 4.39
7.001% to 8.000% . . . . . . 33 661,384.04 0.65
8.001% to 9.000% . . . . . . 3 58,530.20 0.06
9.001% to 10.000% 2 40,287.00 0.04
----- --------------- -------
Total . . . . . . . . . . . 3,321 $101,008,463.29 100.00%
===== =============== =======

</TABLE>

<TABLE>
DISTRIBUTION OF NEXT CONTRACT RATE CHANGE -- INITIAL GROUP II CONTRACTS
<CAPTION>
PERCENTAGE OF INITIAL
GROUP II CONTRACTS
NUMBER OF AGGREGATE PRINCIPAL BY OUTSTANDING
MONTH OF NEXT CONTRACTS BALANCE OUTSTANDING PRINCIPAL BALANCE
CONTRACT RATE CHANGE AS OF CUT-OFF DATE AS OF CUT-OFF DATE AS OF CUT-OFF DATE
- ------------------------- ------------------ -------------------- ------------------
<S> <C> <C> <C>
June 1, 1997 . . . . . . 10 $181,617.06 0.18%
July 1, 1997 . . . . . . 14 280,834.88 0.28
August 1, 1997 . . . . . 12 230,643.62 0.23
September 1, 1997 . . . . 19 378,607.12 0.37
October 1, 1997 . . . . . 22 404,264.56 0.40
November 1, 1997 . . . . 19 344,059.61 0.34
December 1, 1997 . . . . 55 1,490,124.29 1.48
January 1, 1998 . . . . . 290 8,769,194.36 8.68
February 1, 1998 . . . . 606 18,651,991.86 18.47
March 1, 1998 . . . . . . 968 29,106,505.82 28.82
April 1, 1998 . . . . . . 939 29,554,101.48 29.26
May 1, 1998 . . . . . . . 275 8,793,462.33 8.71
June 1, 1998 . . . . . . 79 2,407,336.30 2.38
July 1, 1998 . . . . . . 13 415,720.00 0.41
----- --------------- -------
Total . . . . . . . . . 3,321 $101,008,463.29 100.00%
===== =============== =======
</TABLE>

<TABLE>
DISTRIBUTION OF PERIODIC CAP - INITIAL GROUP II CONTRACTS
<CAPTION>
PERCENTAGE OF INITIAL
GROUP II CONTRACTS
NUMBER OF AGGREGATE PRINCIPAL BY OUTSTANDING
CONTRACTS BALANCE OUTSTANDING PRINCIPAL BALANCE
PERIODIC CAP AS OF CUT-OFF DATE AS OF CUT-OFF DATE AS OF CUT-OFF DATE
- ------------------------- ------------------ -------------------- ------------------
<S> <C> <C> <C>
1.000 . . . . . . . . . . 1,459 $45,077,305.18 44.63%
2.000 . . . . . . . . . . 1,686 52,323,218.44 51.80
No Periodic Cap . . . . . 176 3,607,939.67 3.57
------ --------------- -------
Total . . . . . . . . . 3,321 $101,008,463.29 100.00%
====== =============== =======
</TABLE>

VANDERBILT MORTGAGE AND FINANCE, INC.

The following information supplements the information in the Prospectus
under the heading "Vanderbilt Mortgage and Finance, Inc." and "Underwriting
Policies" in the Prospectus.

The volume of manufactured housing contracts originated by the Company
for the periods indicated below and certain other information at the end of
such periods are as follows:

<TABLE>
CONTRACT ORIGINATION
<CAPTION>

Year Ended June 30,
-------------------------------------------------------------------------
1990 1991 1992 1993 1994 1995 1996 1997*
---- ---- ---- ---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Principal Balance of
Contracts Originated
(in $119,071 $156,340 $177,311 $230,733 $292,435 $345,260 $476,467 $392,174
thousands) . . . . .
Number of Contracts
Originated . . . . . 6,719 8,346 9,230 10,880 12,401 13,857 16,910 14,144
Average Contract
Size(1) . . . . . . . $ 17,722 $ 18,732 $ 19,210 $ 21,207 $ 23,582 $24,916 $28,177 $27,727
Average Interest
Rate(1) . . . . . . . 13.95% 13.74% 13.40% 11.61% 10.84% 12.24% 10.72% 11.069%

</TABLE>

___________________
(1) As of period end.
* Nine months ended March 31, 1997.

The following table shows the size of the portfolio of manufactured
housing contracts serviced by the Company on the dates indicated:

<TABLE>
CONTRACT SERVICING PORTFOLIO
<CAPTION>

At June 30,
---------------------------------------------------------------------------
1990 1991 1992 1993 1994 1995 1996 1997*
---- ---- ---- ---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Total Number of
Contracts Being
Serviced(1) . . . . . 28,745 41,346 46,623 52,433 60,165 66,960 74,154 81,086
Originated by the
Company . . . . . . . 24,565 31,007 36,335 42,656 47,944 55,923 64,298 71,946
Acquired from other
institutions . . . . 4,180 10,339 10,288 9,777 12,221 11,037 9,856 9,140

</TABLE>
_____________________

(1) Excludes contracts serviced by the Company on behalf of the Resolution
Trust Corporation trust and other trusts previously serviced by First
Manufactured Housing Credit Corporation.
* At March 31, 1997.

<TABLE>
DELINQUENCY EXPERIENCE(1)
<CAPTION>

At June 30,
-----------------------------------------------------------------
1990 1991 1992 1993 1994
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Total Number of Contracts Outstanding(2)(3) . . . 28,745 41,346 46,623 52,433 60,165
Company Originations . . . . . . . . . . . . 24,565 31,007 36,335 42,656 47,944
Acquisitions from other institutions . . . . 4,180 10,339 10,288 9,777 12,221
Number of Contracts Delinquent(4): Total 30 to
59 days past due . . . . . . . . . . . . . . . 406 734 680 610 772
Company Originations . . . . . . . . . . . . 274 415 452 391 353
Acquisitions from other institutions . . . . 132 319 228 219 419
Total 60 to 89 days past due . . . . . . . . . . 125 218 206 136 209
Company Originations . . . . . . . . . . . . 81 122 117 97 109
Acquisitions from other institutions . . . . 44 96 89 39 100
Total 90 days or more past due . . . . . . . . . 218 452 569 407 498
Company Originations . . . . . . . . . . . . 155 239 243 213 203
Acquisitions from other institutions . . . . 63 213 326 194 295
Total Contracts Delinquent(5) . . . . . . . . . . 749 1,404 1,455 1,153 1,479
Company Originations . . . . . . . . . . . . 510 776 812 701 665
Acquisitions from other institutions . . . . 239 628 643 452 814
Total Contracts Delinquent(6) . . . . . . . . . . 654 1,134 1,119 857 1,184
Company Originations . . . . . . . . . . . . 449 669 713 595 556
Acquisitions from other institutions . . . . 205 465 406 262 628
Total Delinquencies as a Percent(7) of
Contracts Outstanding(5) . . . . . . . . . . . 2.61% 3.40% 3.12% 2.20% 2.46%
Company Originations . . . . . . . . . . . . 2.08% 2.50% 2.23% 1.64% 1.39%
Acquisitions from other institutions . . . . 5.72% 6.07% 6.25% 4.62% 6.66%
Total Delinquencies as a Percent(7) of Contracts
Outstanding(6) . . . . . . . . . . . . . . . . 2.27% 2.74% 2.40% 1.63% 1.97%
Company Originations . . . . . . . . . . . . 1.83% 2.16% 1.96% 1.39% 1.16%
Acquisitions from other institutions . . . . 4.90% 4.50% 3.95% 2.68% 5.14%

(table continued)
At June 30,
--------------------------------------------------------
1994 1995 1996 1997*
---- ---- ---- ----
<S> <C> <C> <C> <C>
Total Number of Contracts Outstanding(2)(3) . . . . 60,165 66,960 74,154 81,086
Company Originations . . . . . . . . . . . . . 47,944 55,923 64,298 71,946
Acquisitions from other institutions . . . . . 12,221 11,037 9,856 9,140
Number of Contracts Delinquent(4): Total 30 to
59 days past due . . . . . . . . . . . . . . . . 772 819 953 906
Company Originations . . . . . . . . . . . . . 353 565 761 767
Acquisitions from other institutions . . . . . 419 254 192 139
Total 60 to 89 days past due . . . . . . . . . . . 209 227 285 312
Company Originations . . . . . . . . . . . . . 109 167 238 260
Acquisitions from other institutions . . . . . 100 60 47 52
Total 90 days or more past due . . . . . . . . . . 498 625 516 652
Company Originations . . . . . . . . . . . . . 203 315 341 463
Acquisitions from other institutions . . . . . 295 310 175 189
Total Contracts Delinquent(5) . . . . . . . . . . . 1,479 1,671 1,754 1,870
Company Originations . . . . . . . . . . . . . 665 1,047 1,340 1,490
Acquisitions from other institutions . . . . . 814 624 414 380
Total Contracts Delinquent(6) . . . . . . . . . . . 1,184 1,208 1,511 1,620
Company Originations . . . . . . . . . . . . . 556 873 1,211 1,337
Acquisitions from other institutions . . . . . 628 335 300 283
Total Delinquencies as a Percent(7) of
Contracts Outstanding(5) . . . . . . . . . . . . 2.46% 2.50% 2.37% 2.31%
Company Originations . . . . . . . . . . . . . 1.39% 1.87% 2.08% 2.07%
Acquisitions from other institutions . . . . . 6.66% 5.65% 4.20% 4.16%
Total Delinquencies as a Percent(7) of Contracts
Outstanding(6) . . . . . . . . . . . . . . . . . 1.97% 1.80% 2.04% 2.00%
Company Originations . . . . . . . . . . . . . 1.16% 1.56% 1.88% 1.86%
Acquisitions from other institutions . . . . . 5.14% 3.04% 3.04% 3.10%
</TABLE>

__________________
(1) Includes data on contracts originated by the Company and portfolios
acquired by the Company from other financial institutions, as described
under "Vanderbilt Mortgage and Finance, Inc." in the Prospectus.
(2) Excludes contracts serviced by others for which the Company is
contingently liable.
(3) Excludes contracts serviced by the Company on behalf of the Resolution
Trust Corporation trust and other trusts previously serviced by First
Manufactured Housing Credit Corporation.
(4) Including contracts that were repossessed during the prior 30-day
period, and based on number of days payments are contractually past due
(assuming 30-day months). Consequently, a payment due on the first day
of a month is not 30 days delinquent until the first day of the
following month.
(5) Including contracts that were repossessed during the prior 30-day
period; figures for Acquisitions from other institutions at June 30,
1995 also include all such repossessed contracts on hand.
(6) Excluding contracts that were repossessed during the prior 30-day
period.
(7) By number of contracts.
* Nine months ended March 31, 1997.

The following table sets forth the loan loss/repossession experience of
the Company and its affiliates for the manufactured housing contracts
serviced by the Company.

<TABLE>
LOAN LOSS/REPOSSESSION EXPERIENCE(1)
<CAPTION>

At or for Year Ended June 30,
--------------------------------------------------------------------
1990 1991 1992 1993 1994
---- ---- ---- ---- ----
(Dollars in thousands)
<S> <C> <C> <C> <C> <C>
Total Number of Contracts Serviced(2)(3) . . . . . . . . 28,745 41,346 46,623 52,433 60,165
Company Originations . . . . . . . . . . . . . . . . 24,565 31,007 36,335 42,656 47,944
Acquisitions from other institutions . . . . . . . . 4,180 10,339 10,288 9,777 12,221
Aggregate Principal Balance of Contracts Serviced(4) . . $446,000 $622,675 $707,273 $812,430 $1,006,794
Company Originations . . . . . . . . . . . . . . . . $386,176 $479,336 $569,475 $691,052 $852,536
Acquisitions from other institutions . . . . . . . . . . $ 59,824 $143,339 $137,798 $121,378 $154,258
Net Losses from Contract Liquidations(5):
Total Dollars . . . . . . . . . . . . . . . . . . . . . $ 2,404 $ 5,075 $ 7,248 $ 5,220 $ 2,758
Company Originations . . . . . . . . . . . . . . . . $ 1,478 $ 1,361 $ 2,141 $ 1,129 $ 528
Acquisitions from other institutions . . . . . . . . $ 926 $ 3,714 $ 5,107 $ 4,091 $ 2,230
Percentage of Average Principal Balance(6) . . . . . . 0.59% 0.89% 1.10% 0.64% 0.30%
Company Originations . . . . . . . . . . . . . . . . 0.42% 0.32% 0.41% 0.17% 0.07%
Acquisitions from other institutions . . . . . . . . 1.63% 2.59% 3.83% 2.96% 1.62%
Total Number of Contracts in Repossession(3) . . . . . . 312 617 652 523 565
Company Originations(7) . . . . . . . . . . . . . . . 275 349 379 333 388
Acquisitions from Other Institutions . . . . . . . . 37 268 273 190 177

(table continued)
At or for Year Ended June 30,
--------------------------------------------------------------
1994 1995 1996 1997*
---- ---- ---- -----
(dollars in thousands)
<S> <C> <C> <C> <C>
Total Number of Contracts Serviced(2)(3) . . . . . . . . . 60,165 66,960 74,154 81,086
Company Originations . . . . . . . . . . . . . . . . . 47,944 55,923 64,298 71,946
Acquisitions from other institutions . . . . . . . . . 12,221 11,037 9,856 9,140
Aggregate Principal Balance of Contracts Serviced(4) . . . $1,006,794 $1,200,893 $1,456,103 $1,692,952
Company Originations . . . . . . . . . . . . . . . . . $852,536 $1,074,302 $1,351,324 $1,598,646
Acquisitions from other institutions . . . . . . . . . . . $154,258 $126,591 $104,779 $94,306
Net Losses from Contract Liquidations(5):
Total Dollars . . . . . . . . . . . . . . . . . . . . . . $ 2,758 $2,262 $2,052 $2,115
Company Originations . . . . . . . . . . . . . . . . . $ 528 $ 362 $ (442) $244
Acquisitions from other institutions . . . . . . . . . $ 2,230 $1,900 $2,494 $1,871
Percentage of Average Principal Balance(6) . . . . . . . 0.30% 0.20% 0.15% 0.18%
Company Originations . . . . . . . . . . . . . . . . . 0.07% 0.04% (0.04)% 0.02%
Acquisitions from other institutions . . . . . . . . . 1.62% 1.35% 2.16% 2.51%
Total Number of Contracts in Repossession(3) . . . . . . . 565 540 709 955
Company Originations(7) . . . . . . . . . . . . . . . . 388 422 635 858
Acquisitions from Other Institutions . . . . . . . . . 177 118 74 97

</TABLE>

___________________
(1) Includes data on contracts originated by the Company and portfolios
acquired by the Company from other financial institutions, as described
under "Vanderbilt Mortgage and Finance, Inc." in the Prospectus.
(2) As of period end. Excludes contracts serviced by others for which the
Company is contingently liable.
(3) Excludes contracts serviced by the Company on behalf of the Resolution
Trust Corporation trust and the other trusts previously serviced by
First Manufactured Housing Credit Corporation.
(4) As of period end. Includes principal balances of contracts serviced by
others for which the Company is contingently liable.
(5) Includes net losses on contracts serviced by others for which the
Company is contingently liable. The calculation of net losses is
determined after all accrued and unpaid interest is written off and does
not include repossession and other liquidation expenses. In general,
data with respect to repossession and other liquidation expenses are not
maintained by dealers on a separately identifiable basis, and,
therefore, this information is not available to the Company. The
Company believes that it would not be unusual for such expenses to be
equal to 15% of the Scheduled Principal Balance of a defaulted Contract.
However, actual expenses may be higher or lower.
(6) As a percentage of the average principal balance of all contracts being
serviced during the period.
(7) Includes repossessions from contracts serviced by others for which the
Company is contingently liable.
* At March 31, 1997.

The Company believes that its historical loss experience has been
favorably affected by its capacity to resell repossessed units through
dealers owned by CHI and to make needed repairs on repossessed units through
the facilities of such dealers, rather than paying the rates charged by
unaffiliated parties. If the Company is replaced as Servicer of the
Contracts, the successor Servicer may not have access to the CHI dealer
network and, as a consequence, the loss experience on the Contracts may be
adversely affected.

The data presented in the preceding tables are for illustrative purposes
only, and there is no assurance that the delinquency, loan loss and
repossession experience of Contracts in the Contract Pool will be similar to
that set forth above. The delinquency, loan loss and repossession experience
of manufactured housing contracts historically has been sharply affected by a
downturn in regional or local economic conditions. For instance, such a
downturn and higher levels of delinquency, loan loss and repossession were
experienced in areas dependent on the oil and gas industry. These regional
or local economic conditions are often volatile, and no predictions can be
made regarding future economic loss upon repossession. In addition, an
increased supply of used units in one region may in turn affect the supply in
other regions, thus affecting economic loss upon liquidation in such other
regions. Information regarding the geographic location, at origination, of
the Manufactured Homes securing the Contracts in the Contract Pool is set
forth under "The Contract Pool" herein.

RATIO OF EARNINGS TO FIXED CHARGES FOR CHI

Set forth below are CHI's ratios of earnings to fixed charges for the
past five years. For the purposes of compiling these ratios, earnings
consist of earnings before income taxes plus fixed charges. Fixed charges
consist of interest expense and the interest portion of rent expense.

<TABLE>
<CAPTION>
---------------------------------------------------
1992 1993 1994 1995 1996 1996*
---- ---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges . . . . . . 3.88 6.12 10.12 21.64 36.00 32.19
</TABLE>

* Quarter ended December 31, 1996.

YIELD AND PREPAYMENT CONSIDERATIONS

The Contracts have maturities at origination from 48 to 374 months, but
may be prepaid in full or in part at any time. The prepayment experience of
the Contracts (including prepayments due to liquidations of defaulted
contracts) will affect the life of the Certificates. The weighted average
life of, and, if purchased at other than par, the yield to maturity on,
Offered Certificates will relate to the rate of payment of principal in the
Contracts in the related Contract Group, including, for this purpose,
prepayments, liquidations due to defaults, casualties and condemnations.
Based on the Company's experience with the portfolio of conventional
manufactured housing contracts serviced by it, the Company anticipates that a
number of Contracts will be prepaid in full prior to their maturity. A
number of factors, including homeowner mobility, general and regional
economic conditions and prevailing interest rates may influence prepayments.
In addition, repurchases of Contracts on account of certain breaches of
representations and warranties as described below under "Descriptions of the
Certificates--Conveyance of Contracts" will have the effect of prepayment of
such Contracts and therefore will affect the life of the Certificates. Most
of the Contracts contain provisions that prohibit the owner from selling the
Manufactured Home without the prior consent of the holder of the related
Contract. Such provisions are similar to the "due-on-sale" clauses and may
not be enforceable in some states. See "Certain Legal Aspects of the
Contracts--Transfers of Manufactured Homes; Enforceability of 'Due-on-Sale'
Clauses" in the Prospectus. The initial Servicer's policy is to permit most
sales of Manufactured Homes where the proposed buyer meets the initial
Servicer's then current underwriting standards and enters into an assumption
agreement. See "Weighted Average Life of the Offered Certificates" below and
"Maturity and Prepayment Considerations" in the Prospectus.

As with fixed rate obligations generally, the rate of prepayment on a
pool of Contracts with fixed rates (such as the Group I Contracts) is
affected by prevailing market rates for Contracts of a comparable term and
risk level. When the market interest rate is below the contract APR,
Obligors may have an increased incentive to refinance their contracts.
Depending on prevailing market rates, the future outlook for market rates and
economic conditions generally, some Obligors may sell or refinance their
contracts in order to realize their equity in the manufactured house, to meet
cash flow needs or to make other investments.

As is the case with conventional fixed rate obligations, adjustable rate
obligations may also be subject to a greater rate of principal prepayments in
a declining interest rate environment. For example, if prevailing interest
rates fall significantly, adjustable rate contracts could be subject to
higher prepayment rates than if prevailing interest rates remain constant
because the availability of fixed-rate contracts at competitive interest
rates may encourage Obligors to refinance their adjustable rate contract to
"lock in" a lower fixed interest rate. However, no assurance can be given as
to the level of prepayments that the Group II Contracts will experience.

The allocation of distributions to the Certificateholders in accordance
with the Agreement will have the effect of accelerating the amortization of
the Senior Certificates in the sequence indicated under "Description of the
Certificates--Distributions" from the amortization that would be applicable
if distributions in respect of the applicable Formula Principal Distribution
Amount were made pro rata according to the respective Principal Balances of
each Class of Certificates. As described under "Description of the
Certificates--Group I Certificates and the Senior/Subordinate Structure" and
"--Group II Certificates and the Senior/Subordinate Structure" herein, to the
extent that, on any Remittance Date, the Group I or Group II Available
Distribution Amount, as applicable, is not sufficient to permit a full
distribution of the applicable Formula Principal Distribution Amount or the
portion thereof due on such Remittance Date to the Class of Offered
Certificates entitled to such distribution, the effect will be to delay the
amortization of such Class of Offered Certificates. If a purchaser of a
Class of Offered Certificates purchases them at a discount and calculates its
anticipated yield to maturity based on an assumed rate of payment of
principal on such Offered Certificates that is faster than the rate actually
realized, such purchaser's actual yield to maturity will be lower than the
yield so calculated by such purchaser.

In addition to the foregoing factors affecting the weighted average life
of the Senior Certificates, the overcollateralization provisions of the Trust
result in a limited acceleration of the Group II Certificates relative to the
amortization of the Group II Contracts in early months of the transaction.
The accelerated amortization is achieved by the application of certain excess
interest to the payment of the Group II Certificate Principal Balance. This
acceleration feature creates overcollateralization which results from the
excess of the Group II Contract Balance over the Group II Certificate
Principal Balance. Once the required level of overcollateralization is
reached, the acceleration feature will cease, unless necessary to maintain
the required level of overcollateralization.

The effective yield to each holder of a Group I Certificate (other than
a Class I A-1 Certificate) will be below that otherwise produced by the
applicable Remittance Rate and the purchase price of such holder's
Certificate because, while interest will accrue in respect of each calendar
month, the distribution of such interest to such holders will be made on the
7th day (or, if such day is not a business day, the next succeeding business
day) of the month following the Due Period in which it accrues.

The rate of distributions of principal of the Offered Certificates and
the yield to maturity of the Offered Certificates also will be directly
related to the rate of payment of principal (including prepayments) of the
Contracts. The rate of principal distributions on the Offered Certificates
will be affected by the amortization schedules of the Contracts and the rate
of principal payments on the Contracts (including prepayments due to
liquidations upon default). The Contracts may be prepaid by the Obligors at
any time without payment of any prepayment fee or penalty.

The Class I B-1 Certificateholders will not receive any distributions of
principal until the Class I B Principal Distribution Test is met or the Class
I A Principal Balance is reduced to zero. The rate of principal payments on
the Class I B-1 Certificates, the aggregate amount of distributions on the
Class I B-1 Certificates and the yield to maturity of the Class I B-1
Certificates will be affected by the rate of Obligor defaults resulting in
losses on Liquidated Contracts, by the severity of those losses and by the
timing of those losses. If a purchaser of Class I B-1 Certificates
calculates its anticipated yield based on an assumed rate of default and an
assumed amount of losses that are lower than the default rate and amount of
losses actually incurred and such amount of losses actually incurred is not
entirely covered by the subordination of the Class I B-2 Certificates, its
actual yield to maturity will be lower than that so calculated. The timing
of losses on Liquidated Contracts will also affect an investor's actual yield
to maturity, even if the rate of defaults and severity of losses are
consistent with an investor's expectations. If the protection afforded to
the Class I B-1 Certificateholders by the subordination of the Class I B-2
Certificates is exhausted, the Class I B-1 Certificateholders will bear all
losses and delinquencies on the Contracts and will incur a loss on their
investment. The Class II B Certificateholders will not receive any
distributions of principal until the Class II B Principal Distribution Test
is met or the Class II A-1 Principal Balance is reduced to zero. The rate of
principal payments on the Class II B-1 Certificates, the aggregate amount of
distributions on the Class II B-1 Certificates and the yield to maturity of
the Class II B-1 Certificates will be affected by the rate of Obligor
defaults resulting in losses on Liquidated Contracts, by the severity of
those losses and by the timing of those losses. If a purchaser of Class II
B-1 Certificates calculates its anticipated yield based on an assumed rate of
default and an assumed amount of losses that are lower than the default rate
and amount of losses actually incurred and such amount of losses actually
incurred is not entirely covered by the subordination of the Class II B-2
Certificates and the Class II B-3 Certificates, its actual yield to maturity
will be lower than that so calculated. The timing of losses on Liquidated
Contracts will also affect an investor's actual yield to maturity, even if
the rate of defaults and severity of losses are consistent with an investor's
expectations. If the protection afforded to the Class II B-1
Certificateholders by the subordination of the Class II B-2 Certificates and
the Class II B-3 Certificates is exhausted, the Class II B-1
Certificateholders will bear all losses and delinquencies on the Contracts
and will incur a loss on their investment. The rate of principal payments on
the Class II B-2 Certificates, the aggregate amount of distributions on the
Class II B-2 Certificates and the yield to maturity of the Class II B-2
Certificates will be affected by the rate of Obligor defaults resulting in
losses on Liquidated Contracts, by the severity of those losses and by the
timing of those losses. If a purchaser of Class II B-2 Certificates
calculates its anticipated yield based on an assumed rate of default and an
assumed amount of losses that are lower than the default rate and amount of
losses actually incurred and such amount of losses actually incurred is not
entirely covered by the subordination of the Class II B-3 Certificates, its
actual yield to maturity will be lower than that so calculated. The timing
of losses on Liquidated Contracts will also affect an investor's actual yield
to maturity, even if the rate of defaults and severity of losses are
consistent with an investor's expectations. If the protection afforded to
the Class II B-2 Certificateholders by the subordination of the Class II B-3
Certificates is exhausted, the Class II B-2 Certificateholders will bear all
losses and delinquencies on the Contracts and will incur a loss on their
investment. There can be no assurance that the delinquency or repossession
experience set forth under "Vanderbilt Mortgage and Finance, Inc." in the
Prospectus will be representative of the results that may be experienced with
respect to the Contracts. There can be no assurance as to the delinquency,
repossession or loss experience with respect to the Contracts.

As described herein under the "Description of the Certificates--Group I
Certificates and the Senior/Subordinate Structure--Subordination of the Group
I Senior/Subordinate Certificates," on any Remittance Date on or after the
Remittance Date, if any, on which the Class I A Principal Balance is greater
than the Pool Scheduled Principal Balance, if the Available Distribution
Amount is not sufficient to permit a full distribution of the Formula
Principal Distribution Amount to the Class of Class I A Certificateholders
then entitled to such amount, the Class I A-6 Certificateholders will absorb
(i) all losses on each Liquidated Contract in the amount by which its
Liquidation Proceeds (net of Liquidation Expenses and applicable Advances)
are less than its unpaid principal balance plus accrued and unpaid interest
thereon at the weighted average Remittance Rate and the percentage rate used
to calculate the monthly servicing fee and (ii) other shortfalls in the
Available Distribution Amount and will incur a loss on their investments.
See "Description of the Certificates--Distributions" herein.

On any Remittance Date on or after the Remittance Date, if any, on which
the Principal Balance of the Senior Certificates of a particular Group is
greater than the Pool Scheduled Principal Balance for such Group, if the
related Available Distribution Amount is not sufficient to permit a full
distribution of the related Formula Principal Distribution Amount to such
Senior Certificateholders, such Senior Certificateholders will absorb (i) all
losses on each Liquidated Contract in such Group in the amount by which its
Liquidation Proceeds (net of Liquidation Expenses and applicable Advances)
are less than its unpaid principal balance plus accrued and unpaid interest
thereon at the weighted average Remittance Rate and the percentage rate used
to calculate the monthly servicing fee and (ii) other shortfalls in the
related Available Distribution Amount and will incur a loss on their
investments. See "Description of the Certificates--Distributions" herein.

The Company (if it is no longer the Servicer) and the Servicer (whether
or not the Company remains the Servicer) each has the option to repurchase
the Contracts with respect to a Group and any other property constituting the
Trust Fund if on any Remittance Date the Pool Scheduled Principal Balance is
less than 10% of the Cut-off Date Pool Principal Balance, as applicable. See
"Description of the Certificates--Optional Termination" herein. The exercise
of such option would effect the early retirement of the then outstanding
Offered Certificates.

In the event that there were a sufficiently large number of
delinquencies on the Contracts in any Due Period that were not covered by
Monthly Advances as described herein, the amounts paid to Certificateholders
could be less than the amount of principal and interest that would otherwise
be payable on the Offered Certificates with respect to such Due Period. In
such event, even if delinquent payments on the Contracts were eventually
recovered upon liquidation, since the amounts received would not include
interest on delinquent interest payments, the effective yield on the
Contracts would be reduced, and under certain circumstances it is possible
that sufficient amounts might not be available for the ultimate payment of
all principal of the Offered Certificates plus accrued interest thereon at
the related Remittance Rate, thus also reducing the effective yield on the
Offered Certificates.

While partial prepayments of the principal on the Contracts are applied
on Due Dates, Obligors are not required to pay interest on the Contracts
after the date of a full prepayment of principal. As a result, full
prepayments in advance of the related Due Dates for such Contracts in any Due
Period will reduce the amount of interest received from Obligors during such
Due Period to less than one month's interest. On the other hand, when a
Contract (other than a Bi-weekly Contract) is prepaid in full during any
period, but after the Due Date for such Contract in such Due Period, the
effect will be to increase the amount of interest received from the related
Obligor during such Due Period to more than one month's interest. If a
sufficient number of Contracts are prepaid in full in a given Due Period in
advance of their respective Due Dates, interest payable on all of the
Contracts during that Due Period may be less than the interest payable on the
related Classes of Certificates with respect to such Due Period. In
addition, because the principal balance of the Bi-weekly Contracts is reduced
on a bi-weekly basis, the amount of interest due from Obligors on such
Contracts is less than that which would have accrued if such Contracts were
amortized on a monthly basis. As a result, the Trust Fund may not receive
sufficient monies to pay the interest on such Certificates in the amounts set
forth herein under "Description of the Certificates--Distributions" and to
make a full distribution to the related Certificateholders of the related
Formula Principal Distribution Amounts respectively allocable to them.
Although no assurance can be given in this matter, the Company does not
anticipate that the net shortfall of interest received because of prepayments
in full or the amortization of the Bi-weekly Contracts in any Due Period
would be great enough, in the absence of delinquencies and Liquidation
Losses, to reduce the related Available Distribution Amount for a Remittance
Date below the amount required to be distributed to the related
Certificateholders on that Remittance Date in the absence of such prepayment
interest shortfalls.

Each scheduled payment on a Bi-weekly Contract in any Due Period will
contain only two weeks of interest, rather than one month's interest. In
addition, the second, and in some Due Periods the third, scheduled payment in
each Due Period will be calculated on a principal balance that is lower than
the principal balance at the beginning of that Due Period. These
characteristics may result in the interest due on a Bi-weekly Contract in a
particular Due Period being less than thirty days' interest on the principal
balance thereof at the beginning of the Due Period.

WEIGHTED AVERAGE LIFE OF THE OFFERED CERTIFICATES

The following information is given solely to illustrate the effect of
prepayments of the Contracts on the weighted average life of the Offered
Certificates under the stated assumptions and is not a prediction of the
prepayment rate that might actually be experienced by the Contracts.

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 life of the Offered
Certificates will be affected by the rate at which principal on the Contracts
is paid. Principal payments on Contracts may be in the form of scheduled
amortization or prepayments (for this purpose, the term "prepayment" includes
repayments and liquidations due to default or other dispositions of
Contracts). Prepayments on contracts may be measured by a prepayment
standard or model. The model used in this Prospectus Supplement ("Prepayment
Model") is based on an assumed rate of prepayment each month of the then
unpaid principal balance of a pool of new Contracts. 100% of the Prepayment
Model assumes prepayment rates of 3.7% per annum of the then unpaid principal
balance of such Contracts in the first month of the life of the Contracts and
an additional 0.1% per annum in each month thereafter until the 24th month.
Beginning in the 24th month and in each month thereafter during the life of
the Contracts, 100% of the Prepayment Model assumes a constant prepayment
rate of 6.00% per annum.

As used in the following tables "0% of the Prepayment Model" assumes no
prepayments on the Contracts; "100% of the Prepayment Model" assumes the
Contracts will prepay at rates equal to 100% of the Prepayment Model assumed
prepayment rates; "185% of the Prepayment Model" assumes the Contracts will
prepay at rates equal to 185% of the Prepayment Model assumed prepayment
rates; and "200% of the Prepayment Model" assumes the Contracts will prepay
at rates equal to 200% of the Prepayment Model assumed prepayment rates.

There is no assurance, however, that prepayments of the Contracts will
conform to any level of the Prepayment Model, and no representation is made
that the Contracts will prepay at the prepayment rates shown or any other
prepayment rate. The rate of principal payments on pools of manufactured
housing contracts is influenced by a variety of economic, geographic, social
and other factors, including the level of interest rates and the rate at
which manufactured homeowners sell their manufactured homes or default on
their contracts. Other factors affecting prepayment of contracts include
changes in obligors' housing needs, job transfers, unemployment and obligors'
net equity in the manufactured homes. In the case of mortgage loans secured
by site-built homes, in general, if prevailing interest rates fall
significantly below the interest rates on such mortgage loans, the mortgage
loans are likely to be subject to higher prepayment rates than if prevailing
interest rates remain at or above the rates borne by such mortgage loans.
Conversely, if prevailing interest rates rise above the interest on such
mortgage loans, the rate of prepayment would be expected to decrease. In the
case of manufactured housing contracts, however, because the outstanding
principal balances are, in general, much smaller than mortgage loan balances
and the original term to maturity of each such contract is generally shorter,
the reduction or increase in the size of the monthly payments on contracts of
the same maturity and principal balance arising from a change in the interest
rate thereon is generally much smaller. Consequently, changes in prevailing
interest rates may not have a similar effect, or may have a similar effect,
but to a smaller degree, on the prepayment rates on manufactured housing
contracts.

GROUP I ASSUMPTIONS

The tables set forth below assume that there are no delinquencies on the
Group I Contracts and that there will be a sufficient Group I Available
Distribution Amount to distribute interest on the Group I Certificates and
the Group I Formula Principal Distribution Amount to the Certificateholders
then entitled thereto.

The percentages and weighted average lives in the following tables were
determined assuming that (i) scheduled interest and principal payments on the
Group I Contracts are received in a timely manner and prepayments are made at
the indicated percentages of the Prepayment Model set forth in the tables;
(ii) the Servicer or the Company exercises its right of optional termination
described above; (iii) the Group I Contracts will, as of the Cut-off Date, be
grouped into eleven pools having the additional characteristics set forth
below under "Assumed Contract Characteristics"; (iv) the Class I A-1
Certificates initially represent 24.41% of the entire ownership interest in
the Trust Fund and have a Class I A-1 Remittance Rate of 5.7775% per annum,
the Class I A-2 Certificates initially represent 21.06% of the entire
ownership interest in the Trust Fund and have a Class I A-2 Remittance Rate
of 6.775% per annum, the Class I A-3 Certificates initially represent 15.04%
of the entire ownership interest in the Trust Fund and have a Class I A-3
Remittance Rate of 6.975% per annum, the Class I A-4 Certificates initially
represent 8.45% of the entire ownership interest in the Trust Fund and have a
Class I A-4 Remittance Rate of 7.19% per annum, the Class I A-5 Certificates
initially represent 13.54% of the entire ownership interest in the Trust Fund
and have a Class I A-5 Remittance Rate of 7.4% per annum, the Class I A-6
Certificates initially represent 8% of the entire ownership interest in the
Trust Fund and have a Class I A-6 Remittance Rate of 7.6% per annum, the
Class I B-1 Certificates initially represent 5.5% of the entire ownership
interest in the Trust Fund and have a Class I B-1 Remittance Rate of 7.525%
per annum and the Class I B-2 Certificates initially represent 4.0% of the
entire ownership interest in the Trust Fund and have a Class I B-2 Remittance
Rate of 8.155% per annum; (v) no interest shortfalls will arise in connection
with prepayment in full of the Contracts; (vi) there will be no losses on the
Group I Contracts; and (vii) the Class I B Principal Distribution Test is
satisfied. No representation is made that the Contracts will experience
delinquencies or losses at the respective rates assumed above or at any other
rates.

<TABLE>
ASSUMED CONTRACT CHARACTERISTICS FOR GROUP I
<CAPTION>
REMAINING ORIGINAL
CURRENT TERM TO TERM TO
PRINCIPAL MATURITY MATURITY
POOL BALANCE APR (MONTHS) (MONTHS)
- ------------------------------ --------------- --------- ------------ -----------
<S> <C> <C> <C> <C>
1 . . . . . . . . . . . . . . $2,276,720.22 11.83100% 057 058
2 . . . . . . . . . . . . . . 8,718,521.79 11.85700 080 082
3 . . . . . . . . . . . . . . 7,162,029.89 11.06100 098 101
4 . . . . . . . . . . . . . . 10,448,401.01 12.06600 115 119
5 . . . . . . . . . . . . . . 11,403,369.24 11.83300 133 139
6 . . . . . . . . . . . . . . 34,524,710.64 11.47000 166 173
7 . . . . . . . . . . . . . . 52,965,529.06 10.80100 222 225
8 . . . . . . . . . . . . . . 29,767,056.00 10.81800 290 295
9 . . . . . . . . . . . . . . 28,777,547.98 9.85200 353 358
10/(1)/ . . . . . . . . . . . 7,701,813.66 11.58700 203 204
11/(2)/ . . . . . . . . . . . 437,338.37 12.55500 143 144
Total . . . . . . . . . $194,183,037.86

</TABLE>

(1) The Contracts in Pool 10 provide for an annual increase in monthly
scheduled payments. Initially, the Contracts in Pool 10 provide for a
monthly scheduled payment of $75,556.98. On May 1, 1998, 1999, 2000,
2001 and 2002, respectively, monthly scheduled payments increase to
$76,782.06, $78,776.95, $82,596.60, $90,398.24 and $93,376.09,
respectively. From May 1, 2002 to the end of such Contracts' terms, the
monthly scheduled payment shall be $93,376.09.

(2) The Contracts in Pool 11 provide for an annual increase in monthly
scheduled payments. Initially, the Contracts in Pool 11 provide for a
monthly scheduled payment of $4,933.83. On May 1, 1998, 1999, 2000,
2001 and 2002, respectively, monthly scheduled payments increase to
$5,197.48, $5,405.96, $5,891.93, $ 6,415.65 and $6,517.64, respectively.
From May 1, 2002 to the end of such Contracts' terms, the monthly
scheduled payment shall be $6,517.64.

Since the tables were prepared on the basis of the assumptions in the
preceding paragraph, there are discrepancies between the characteristics of
the actual Group I Contracts and the characteristics of the Group I Contracts
assumed in preparing the tables. Any such discrepancy may have an effect
upon the percentages of the Original Class I A-1 Principal Balance, Original
Class I A-2 Principal Balance, Original Class I A-3 Principal Balance,
Original Class I A-4 Principal Balance, Original Class I A-5 Principal
Balance, Original Class I A-6 Principal Balance, Original Class I B-2
Principal Balance and Original Class I B-2 Principal Balance outstanding and
weighted average lives of the Class I A-1 Certificates, Class I A-2
Certificates, Class I A-3 Certificates, Class I A-4 Certificates, Class I A-5
Certificates, Class I A-6 Certificates, Class I B-1 Certificates and Class I
B-2 Certificates set forth in the tables. In addition, since the actual
Contracts and the Trust Fund have characteristics which differ from those
assumed in preparing the tables set forth below, the distributions of
principal on the Class I A-1 Certificates, Class I A-2 Certificates, Class I
A-3 Certificates, Class I A-4 Certificates, Class I A-5 Certificates, Class I
A-6 Certificates, Class I B-1 Certificates and Class I B-2 Certificates may
be made earlier or later than as indicated in the tables.

It is not likely that Contracts will prepay at any constant percentage
of the Prepayment Model to maturity or that all Contracts will prepay at the
same rate. In addition, the diverse remaining terms to maturity of the
Contracts (which include recently originated Contracts) could produce slower
distributions of principal than as indicated in the tables at the various
percentages of the Prepayment Model specified even if the weighted average
remaining term to maturity of the Contracts is the same as the weighted
average remaining term to maturity of the Assumed Contract Characteristics.

Investors are urged to make their investment decisions on a basis that
includes their determination as to anticipated prepayment rates under a
variety of the assumptions discussed herein.

Based on the foregoing assumptions, the following tables indicate the
resulting weighted average lives of the Offered Certificates and set forth
the percentage of the Original Class I A-1 Principal Balance, Original Class
I A-2 Principal Balance, Original Class I A-3 Principal Balance, Original
Class I A-4 Principal Balance, Original Class I A-5 Principal Balance,
Original Class I A-6 Principal Balance, Original Class I B-1 Principal
Balance and Original Class I B-2 Principal Balance that would be outstanding
after each of the dates shown at the indicated percentages of the Prepayment
Model.

<TABLE>
PERCENT OF THE ORIGINAL PRINCIPAL BALANCE OF THE CLASS I A-1
CERTIFICATES AT THE RESPECTIVE PERCENTAGES OF THE
PREPAYMENT MODEL SET FORTH BELOW:
<CAPTION>

Prepayments (% of Prepayment Model)
-----------------------------------------------------------------------------------
0% 125% 150% 185% 200% 250%
-------- -------- ---------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Initial Percentage . . . . . . . . . 100 100 100 100 100 100
May 7, 1998 . . . . . . . . . . . . . 88 65 60 54 51 42
May 7, 1999 . . . . . . . . . . . . . 75 27 17 4 0 0
May 7, 2000 . . . . . . . . . . . . . 61 0 0 0 0 0
May 7, 2001 . . . . . . . . . . . . . 44 0 0 0 0 0
May 7, 2002 . . . . . . . . . . . . . 25 0 0 0 0 0
May 7, 2003 . . . . . . . . . . . . . 6 0 0 0 0 0
May 7, 2004 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2005 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2006 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2007 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2008 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2009 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2010 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2011 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2012 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2013 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2014 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2015 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2016 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2017 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2018 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2019 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2020 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2021 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2022 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2023 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2024 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2025 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2026 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2027 . . . . . . . . . . . . . 0 0 0 0 0 0
Weighted Average Life (years)(1) . . 3.5 1.4 1.2 1.0 1.0 0.8

</TABLE>
___________________________
(1) The weighted average life of the Class I A-1 Certificates is determined
by (i) multiplying the amount of each principal distribution by the
number of years from the initial date of issuance of the Class I A-1
Certificates to the related Remittance Date, (ii) summing the results
and (iii) dividing the sum by the Original Class I A-1 Principal
Balance.

<TABLE>
PERCENT OF THE ORIGINAL PRINCIPAL BALANCE OF THE CLASS I A-2
CERTIFICATES AT THE RESPECTIVE PERCENTAGES OF THE
PREPAYMENT MODEL SET FORTH BELOW:
<CAPTION>

Prepayments (% of Prepayment Model)
-----------------------------------------------------------------------------------
0% 125% 150% 185% 200% 250%
-------- -------- ---------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Initial Percentage . . . . . . . . . 100 100 100 100 100 100
May 7, 1998 . . . . . . . . . . . . . 100 100 100 100 100 100
May 7, 1999 . . . . . . . . . . . . . 100 100 100 100 99 78
May 7, 2000 . . . . . . . . . . . . . 100 88 73 52 44 16
May 7, 2001 . . . . . . . . . . . . . 100 47 29 5 0 0
May 7, 2002 . . . . . . . . . . . . . 100 10 0 0 0 0
May 7, 2003 . . . . . . . . . . . . . 100 0 0 0 0 0
May 7, 2004 . . . . . . . . . . . . . 83 0 0 0 0 0
May 7, 2005 . . . . . . . . . . . . . 59 0 0 0 0 0
May 7, 2006 . . . . . . . . . . . . . 35 0 0 0 0 0
May 7, 2007 . . . . . . . . . . . . . 12 0 0 0 0 0
May 7, 2008 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2009 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2010 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2011 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2012 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2013 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2014 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2015 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2016 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2017 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2018 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2019 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2020 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2021 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2022 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2023 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2024 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2025 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2026 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2027 . . . . . . . . . . . . . 0 0 0 0 0 0
Weighted Average Life (years)(1) . . 8.4 3.9 3.5 3.0 2.9 2.4

</TABLE>

___________________________
(1) The weighted average life of the Class I A-2 Certificates is determined
by (i) multiplying the amount of each principal distribution by the
number of years from the initial date of issuance of the Class I A-2
Certificates to the related Remittance Date, (ii) summing the results
and (iii) dividing the sum by the Original Class I A-2 Principal
Balance.

<TABLE>
PERCENT OF THE ORIGINAL PRINCIPAL BALANCE OF THE CLASS I A-3
CERTIFICATES AT THE RESPECTIVE PERCENTAGES OF THE
PREPAYMENT MODEL SET FORTH BELOW:
<CAPTION>

Prepayments (% of Prepayment Model)
-----------------------------------------------------------------------------------
0% 125% 150% 185% 200% 250%
-------- -------- ---------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Initial Percentage . . . . . . . . . 100 100 100 100 100 100
May 7, 1998 . . . . . . . . . . . . . 100 100 100 100 100 100
May 7, 1999 . . . . . . . . . . . . . 100 100 100 100 100 100
May 7, 2000 . . . . . . . . . . . . . 100 100 100 100 100 100
May 7, 2001 . . . . . . . . . . . . . 100 100 100 100 94 51
May 7, 2002 . . . . . . . . . . . . . 100 100 85 49 34 0
May 7, 2003 . . . . . . . . . . . . . 100 73 44 8 0 0
May 7, 2004 . . . . . . . . . . . . . 100 36 8 0 0 0
May 7, 2005 . . . . . . . . . . . . . 100 3 0 0 0 0
May 7, 2006 . . . . . . . . . . . . . 100 0 0 0 0 0
May 7, 2007 . . . . . . . . . . . . . 100 0 0 0 0 0
May 7, 2008 . . . . . . . . . . . . . 88 0 0 0 0 0
May 7, 2009 . . . . . . . . . . . . . 62 0 0 0 0 0
May 7, 2010 . . . . . . . . . . . . . 34 0 0 0 0 0
May 7, 2011 . . . . . . . . . . . . . 4 0 0 0 0 0
May 7, 2012 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2013 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2014 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2015 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2016 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2017 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2018 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2019 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2020 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2021 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2022 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2023 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2024 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2025 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2026 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2027 . . . . . . . . . . . . . 0 0 0 0 0 0
Weighted Average Life (years)(1) . . 12.4 6.6 5.9 5.0 4.8 4.0

</TABLE>
___________________________
(1) The weighted average life of the Class I A-3 Certificates is determined
by (i) multiplying the amount of each principal distribution by the
number of years from the initial date of issuance of the Class I A-3
Certificates to the related Remittance Date, (ii) summing the results
and (iii) dividing the sum by the Original Class I A-3 Principal
Balance.

<TABLE>
PERCENT OF THE ORIGINAL PRINCIPAL BALANCE OF THE CLASS I A-4
CERTIFICATES AT THE RESPECTIVE PERCENTAGES OF THE
PREPAYMENT MODEL SET FORTH BELOW:
<CAPTION>

Prepayments (% of Prepayment Model)
-----------------------------------------------------------------------------------
0% 125% 150% 185% 200% 250%
-------- -------- ---------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Initial Percentage . . . . . . . . . 100 100 100 100 100 100
May 7, 1998 . . . . . . . . . . . . . 100 100 100 100 100 100
May 7, 1999 . . . . . . . . . . . . . 100 100 100 100 100 100
May 7, 2000 . . . . . . . . . . . . . 100 100 100 100 100 100
May 7, 2001 . . . . . . . . . . . . . 100 100 100 100 100 100
May 7, 2002 . . . . . . . . . . . . . 100 100 100 100 100 81
May 7, 2003 . . . . . . . . . . . . . 100 100 100 100 90 14
May 7, 2004 . . . . . . . . . . . . . 100 100 100 52 28 0
May 7, 2005 . . . . . . . . . . . . . 100 100 58 0 0 0
May 7, 2006 . . . . . . . . . . . . . 100 54 8 0 0 0
May 7, 2007 . . . . . . . . . . . . . 100 7 0 0 0 0
May 7, 2008 . . . . . . . . . . . . . 100 0 0 0 0 0
May 7, 2009 . . . . . . . . . . . . . 100 0 0 0 0 0
May 7, 2010 . . . . . . . . . . . . . 100 0 0 0 0 0
May 7, 2011 . . . . . . . . . . . . . 100 0 0 0 0 0
May 7, 2012 . . . . . . . . . . . . . 72 0 0 0 0 0
May 7, 2013 . . . . . . . . . . . . . 32 0 0 0 0 0
May 7, 2014 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2015 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2016 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2017 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2018 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2019 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2020 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2021 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2022 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2023 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2024 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2025 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2026 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2027 . . . . . . . . . . . . . 0 0 0 0 0 0
Weighted Average Life (years)(1) . . 15.5 9.1 8.2 7.0 6.6 5.5

</TABLE>

___________________________
(1) The weighted average life of the Class I A-4 Certificates is determined
by (i) multiplying the amount of each principal distribution by the
number of years from the initial date of issuance of the Class I A-4
Certificates to the related Remittance Date, (ii) summing the results
and (iii) dividing the sum by the Original Class I A-4 Principal
Balance.

<TABLE>
PERCENT OF THE ORIGINAL PRINCIPAL BALANCE OF THE CLASS I A-5
CERTIFICATES AT THE RESPECTIVE PERCENTAGES OF THE
PREPAYMENT MODEL SET FORTH BELOW:
<CAPTION>

Prepayments (% of Prepayment Model)
-----------------------------------------------------------------------------------
0% 125% 150% 185% 200% 250%
-------- -------- ---------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Initial Percentage . . . . . . . . . 100 100 100 100 100 100
May 7, 1998 . . . . . . . . . . . . . 100 100 100 100 100 100
May 7, 1999 . . . . . . . . . . . . . 100 100 100 100 100 100
May 7, 2000 . . . . . . . . . . . . . 100 100 100 100 100 100
May 7, 2001 . . . . . . . . . . . . . 100 100 100 100 100 100
May 7, 2002 . . . . . . . . . . . . . 100 100 100 100 100 100
May 7, 2003 . . . . . . . . . . . . . 100 100 100 100 100 100
May 7, 2004 . . . . . . . . . . . . . 100 100 100 100 100 74
May 7, 2005 . . . . . . . . . . . . . 100 100 100 100 86 46
May 7, 2006 . . . . . . . . . . . . . 100 100 100 71 59 24
May 7, 2007 . . . . . . . . . . . . . 100 100 78 48 36 6
May 7, 2008 . . . . . . . . . . . . . 100 79 55 27 17 0
May 7, 2009 . . . . . . . . . . . . . 100 57 35 11 0 0
May 7, 2010 . . . . . . . . . . . . . 100 37 17 0 0 0
May 7, 2011 . . . . . . . . . . . . . 100 18 0 0 0 0
May 7, 2012 . . . . . . . . . . . . . 100 0 0 0 0 0
May 7, 2013 . . . . . . . . . . . . . 100 0 0 0 0 0
May 7, 2014 . . . . . . . . . . . . . 93 0 0 0 0 0
May 7, 2015 . . . . . . . . . . . . . 66 0 0 0 0 0
May 7, 2016 . . . . . . . . . . . . . 46 0 0 0 0 0
May 7, 2017 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2018 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2019 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2020 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2021 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2022 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2023 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2024 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2025 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2026 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2027 . . . . . . . . . . . . . 0 0 0 0 0 0
Weighted Average Life (years)(1) . . 18.7 12.3 11.3 10.0 9.5 8.0

</TABLE>

___________________________
(1) The weighted average life of the Class I A-5 Certificates is determined
by (i) multiplying the amount of each principal distribution by the
number of years from the initial date of issuance of the Class I A-5
Certificates to the related Remittance Date, (ii) summing the results
and (iii) dividing the sum by the Original Class I A-5 Principal
Balance.

<TABLE>
PERCENT OF THE ORIGINAL PRINCIPAL BALANCE OF THE CLASS I A-6
CERTIFICATES AT THE RESPECTIVE PERCENTAGES OF THE
PREPAYMENT MODEL SET FORTH BELOW:
<CAPTION>

Prepayments (% of Prepayment Model)
-----------------------------------------------------------------------------------
0% 125% 150% 185% 200% 250%
-------- -------- ---------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Initial Percentage . . . . . . . . . 100 100 100 100 100 100
May 7, 1998 . . . . . . . . . . . . . 100 100 100 100 100 100
May 7, 1999 . . . . . . . . . . . . . 100 100 100 100 100 100
May 7, 2000 . . . . . . . . . . . . . 100 100 100 100 100 100
May 7, 2001 . . . . . . . . . . . . . 100 100 100 100 100 100
May 7, 2002 . . . . . . . . . . . . . 100 100 100 100 100 100
May 7, 2003 . . . . . . . . . . . . . 100 100 100 100 100 100
May 7, 2004 . . . . . . . . . . . . . 100 100 100 100 100 100
May 7, 2005 . . . . . . . . . . . . . 100 100 100 100 100 100
May 7, 2006 . . . . . . . . . . . . . 100 100 100 100 100 100
May 7, 2007 . . . . . . . . . . . . . 100 100 100 100 100 100
May 7, 2008 . . . . . . . . . . . . . 100 100 100 100 100 0
May 7, 2009 . . . . . . . . . . . . . 100 100 100 100 0 0
May 7, 2010 . . . . . . . . . . . . . 100 100 100 0 0 0
May 7, 2011 . . . . . . . . . . . . . 100 100 0 0 0 0
May 7, 2012 . . . . . . . . . . . . . 100 0 0 0 0 0
May 7, 2013 . . . . . . . . . . . . . 100 0 0 0 0 0
May 7, 2014 . . . . . . . . . . . . . 100 0 0 0 0 0
May 7, 2015 . . . . . . . . . . . . . 100 0 0 0 0 0
May 7, 2016 . . . . . . . . . . . . . 100 0 0 0 0 0
May 7, 2017 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2018 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2019 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2020 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2021 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2022 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2023 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2024 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2025 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2026 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2027 . . . . . . . . . . . . . 0 0 0 0 0 0
Weighted Average Life (years)(1) . . 19.9 14.1 13.4 12.4 11.9 10.4
</TABLE>

___________________________
(1) The weighted average life of the Class I A-6 Certificates is determined
by (i) multiplying the amount of each principal distribution by the
number of years from the initial date of issuance of the Class I A-6
Certificates to the related Remittance Date, (ii) summing the results
and (iii) dividing the sum by the Original Class I A-6 Principal
Balance.

<TABLE>
PERCENT OF THE ORIGINAL PRINCIPAL BALANCE OF THE CLASS I B-1
CERTIFICATES AT THE RESPECTIVE PERCENTAGES OF THE
PREPAYMENT MODEL SET FORTH BELOW:
<CAPTION>

Prepayments (% of Prepayment Model)
-----------------------------------------------------------------------------------
0% 125% 150% 185% 200% 250%
-------- -------- ---------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Initial Percentage . . . . . . . . . 100 100 100 100 100 100
May 7, 1998 . . . . . . . . . . . . . 100 100 100 100 100 100
May 7, 1999 . . . . . . . . . . . . . 100 100 100 100 100 100
May 7, 2000 . . . . . . . . . . . . . 100 100 100 100 100 100
May 7, 2001 . . . . . . . . . . . . . 100 100 100 100 100 100
May 7, 2002 . . . . . . . . . . . . . 100 100 100 100 100 100
May 7, 2003 . . . . . . . . . . . . . 100 78 75 72 70 65
May 7, 2004 . . . . . . . . . . . . . 100 57 53 47 45 37
May 7, 2005 . . . . . . . . . . . . . 100 39 34 27 24 14
May 7, 2006 . . . . . . . . . . . . . 100 23 17 9 6 0
May 7, 2007 . . . . . . . . . . . . . 100 9 2 0 0 0
May 7, 2008 . . . . . . . . . . . . . 85 0 0 0 0 0
May 7, 2009 . . . . . . . . . . . . . 70 0 0 0 0 0
May 7, 2010 . . . . . . . . . . . . . 55 0 0 0 0 0
May 7, 2011 . . . . . . . . . . . . . 39 0 0 0 0 0
May 7, 2012 . . . . . . . . . . . . . 28 0 0 0 0 0
May 7, 2013 . . . . . . . . . . . . . 16 0 0 0 0 0
May 7, 2014 . . . . . . . . . . . . . 2 0 0 0 0 0
May 7, 2015 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2016 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2017 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2018 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2019 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2020 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2021 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2022 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2023 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2024 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2025 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2026 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2027 . . . . . . . . . . . . . 0 0 0 0 0 0
Weighted Average Life (years)(1) . . 13.4 7.5 7.3 7.0 6.9 6.6
</TABLE>

___________________________
(1) The weighted average life of the Class I B-1 Certificates is determined
by (i) multiplying the amount of each principal distribution by the
number of years from the initial date of issuance of the Class I B-1
Certificates to the related Remittance Date, (ii) summing the results
and (iii) dividing the sum by the Original Class I B-1 Principal
Balance.

<TABLE>
PERCENT OF THE ORIGINAL PRINCIPAL BALANCE OF THE CLASS I B-2
CERTIFICATES AT THE RESPECTIVE PERCENTAGES OF THE
PREPAYMENT MODEL SET FORTH BELOW:
<CAPTION>

Prepayments (% of Prepayment Model)
-----------------------------------------------------------------------------------
0% 125% 150% 185% 200% 250%
-------- -------- ---------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Initial Percentage . . . . . . . . . 100 100 100 100 100 100
May 7, 1998 . . . . . . . . . . . . . 100 100 100 100 100 100
May 7, 1999 . . . . . . . . . . . . . 100 100 100 100 100 100
May 7, 2000 . . . . . . . . . . . . . 100 100 100 100 100 100
May 7, 2001 . . . . . . . . . . . . . 100 100 100 100 100 100
May 7, 2002 . . . . . . . . . . . . . 100 100 100 100 100 100
May 7, 2003 . . . . . . . . . . . . . 100 100 100 100 100 100
May 7, 2004 . . . . . . . . . . . . . 100 100 100 100 100 100
May 7, 2005 . . . . . . . . . . . . . 100 100 100 100 100 100
May 7, 2006 . . . . . . . . . . . . . 100 100 100 100 100 94
May 7, 2007 . . . . . . . . . . . . . 100 100 100 92 87 73
May 7, 2008 . . . . . . . . . . . . . 100 94 86 74 70 0
May 7, 2009 . . . . . . . . . . . . . 100 79 71 60 0 0
May 7, 2010 . . . . . . . . . . . . . 100 66 57 0 0 0
May 7, 2011 . . . . . . . . . . . . . 100 53 0 0 0 0
May 7, 2012 . . . . . . . . . . . . . 100 0 0 0 0 0
May 7, 2013 . . . . . . . . . . . . . 100 0 0 0 0 0
May 7, 2014 . . . . . . . . . . . . . 100 0 0 0 0 0
May 7, 2015 . . . . . . . . . . . . . 84 0 0 0 0 0
May 7, 2016 . . . . . . . . . . . . . 71 0 0 0 0 0
May 7, 2017 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2018 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2019 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2020 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2021 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2022 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2023 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2024 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2025 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2026 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2027 . . . . . . . . . . . . . 0 0 0 0 0 0
Weighted Average Life (years)(1) . . 19.3 13.2 12.6 11.6 11.3 10.1
</TABLE>

___________________________
(1) The weighted average life of the Class I B-2 Certificates is determined
by (i) multiplying the amount of each principal distribution by the
number of years from the initial date of issuance of the Class I B-2
Certificates to the related Remittance Date, (ii) summing the results
and (iii) dividing the sum by the Original Class I B-2 Principal
Balance.

GROUP II ASSUMPTIONS

The tables set forth below assume that there are no delinquencies on the
Group II Contracts and that there will be a sufficient Group II Available
Distribution Amount to distribute interest on the Group II Certificates and
the Group II Formula Principal Distribution Amount to the Certificateholders
then entitled thereto.

The percentages and weighted average lives in the following tables were
determined assuming that (i) scheduled interest and principal payments on the
Group II Contracts are received in a timely manner and prepayments are made
at the indicated percentages of the Prepayment Model set forth in the tables;
(ii) the Servicer or the Company exercises its right of optional termination
described above; (iii) the Group II Contracts will, as of the Cut-off Date,
be grouped into nine pools having the additional characteristics set forth
below under "Assumed Contract Characteristics"; (iv) the Class II A-1
Certificates initially represent 75.5% of the entire ownership interest in
the Group II Contracts and have a Class II A-1 Remittance Rate of 5.9175% per
annum, the Class II B-1 Certificates initially represent 12.25% of the entire
ownership interest in the Group II Contracts and have a Class II B-1
Remittance Rate of 6.0875% per annum, the Class II B-2 Certificates initially
represent 5.25% of the entire ownership interest in the Group II Contracts
and have a Class II B-2 Remittance Rate of 6.5875% per annum and the Class II
B-3 Certificates initially represent 7% of the entire ownership interest in
the Group II Contracts and have a Class II B-3 Remittance Rate of 6.8375% per
annum; (v) no interest shortfalls will arise in connection with prepayment in
full of the Group II Contracts; (vi) there will be no losses on the Group II
Contracts; and (vii) the Class II B Principal Distribution Test is satisfied.
No representation is made that the Contracts will experience delinquencies or
losses at the respective rates assumed above or at any other rates.

GROUP II

<TABLE>
ASSUMED CONTRACT CHARACTERISTICS FOR GROUP II
<CAPTION>
REMAINING ORIGINAL
CURRENT TERM TO TERM TO
PRINCIPAL MATURITY MATURITY
POOL BALANCE APR (MONTHS) (MONTHS)
- ----------------------------- --------------- --------- ------------ -----------
<S> <C> <C> <C> <C>
1 . . . . . . . . . . . . . . 1,580,505.58 10.46800% 114 159
2 . . . . . . . . . . . . . . 2,027,434.09 9.84200 118 156
3 . . . . . . . . . . . . . . 9,558,999.99 10.04400 186 191
4 . . . . . . . . . . . . . . 18,403,707.18 10.10400 187 189
5 . . . . . . . . . . . . . . 28,777,814.22 10.38400 183 183
6 . . . . . . . . . . . . . . 29,273,010.62 10.52100 188 188
7 . . . . . . . . . . . . . . 8,563,935.31 10.27700 194 194
8 . . . . . . . . . . . . . . 2,823,056.30 10.23800 194 194
9 . . . . . . . . . . . . . . 5,881,653.09 10.49000 187 187
Total . . . . . . . . . $106,890,116.38

</TABLE>

<TABLE>
<CAPTION>
FIRST
LIFETIME PERIODIC ADJUSTMENT
RATE RATE DATE
POOL MARGIN CAP CAP (MONTHS)
- ------------- ------------ ------------ ----------- -----------------------
Interest Payment
-----------------------
<S> <C> <C> <C> <C> <C>
1 . . . . . . 3.64700 N/A N/A 4 4
2 . . . . . . 4.22800 N/A N/A 9 9
3 . . . . . . 3.88600 15.79200 1.48400 8 8
4 . . . . . . 4.05200 15.81800 1.54600 9 9
5 . . . . . . 4.24800 16.07400 1.53700 10 10
6 . . . . . . 4.26500 16.21000 1.51900 11 11
7 . . . . . . 4.02600 16.08200 1.60200 12 12
8 . . . . . . 3.93200 16.03000 1.65600 13 13
9 . . . . . . 4.25300 16.25100 1.59900 12 12

(table continued)

ADJUSTMENT
FREQUENCY
POOL (MONTHS) INDEX
- -------------- -------------------- -------
Interest Payment
--------------------
<S> <C> <C> <C>
1 . . . . . . 12 12 CMT-1YW
2 . . . . . . 12 12 CMT-1YW
3 . . . . . . 12 12 CMT-5YW
4 . . . . . . 12 12 CMT-5YW
5 . . . . . . 12 12 CMT-5YW
6 . . . . . . 12 12 CMT-5YW
7 . . . . . . 12 12 CMT-5YW
8 . . . . . . 12 12 CMT-5YW
9 . . . . . . 12 12 CMT-5YW

</TABLE>

Since the tables were prepared on the basis of the assumptions in the
preceding paragraph, there are discrepancies between the characteristics of
the actual Contracts and the characteristics of the Contracts assumed in
preparing the tables. Any such discrepancy may have an effect upon the
percentages of the Original Class II A-1 Principal Balance, Original Class II
B-1 Principal Balance, Original Class II B-2 Principal Balance and Original
Class II B-3 Principal Balance outstanding and weighted average lives of the
Class II A-1 Certificates, Class II B-1 Certificates, Class II B-2
Certificates and Class II B-3 Certificates set forth in the tables. In
addition, since the actual Contracts and the Trust Fund have characteristics
which differ from those assumed in preparing the tables set forth below, the
distributions of principal on the Class II A-1 Certificates, Class II B-1
Certificates, Class II B-2 Certificates and Class II B-3 Certificates may be
made earlier or later than as indicated in the tables.

Investors are urged to make their investment decisions on a basis that
includes their determination as to anticipated prepayment rates under a
variety of the assumptions discussed herein.

Based on the foregoing assumptions, the following tables indicate the
resulting weighted average lives of the Offered Certificates and set forth
the percentage of the Original Class II A-1 Principal Balance, Original Class
II B-1 Principal Balance, Original Class II B-2 Principal Balance and
Original Class II B-3 Principal Balance that would be outstanding after each
of the dates shown at the indicated percentages of the Prepayment Model.

<TABLE>
PERCENT OF THE ORIGINAL PRINCIPAL BALANCE OF THE CLASS II A-1
CERTIFICATES AT THE RESPECTIVE PERCENTAGES OF THE
PREPAYMENT MODEL SET FORTH BELOW:
<CAPTION>

Prepayments (% of Prepayment Model)
-----------------------------------------------------------------------------------
0% 125% 150% 185% 200% 250%
-------- -------- ---------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Initial Balance . . . . . . . . . . . 100 100 100 100 100 100
May 7, 1998 . . . . . . . . . . . . . 91 82 81 79 78 76
May 7, 1999 . . . . . . . . . . . . . 87 69 66 63 60 58
May 7, 2000 . . . . . . . . . . . . . 82 56 52 48 44 40
May 7, 2001 . . . . . . . . . . . . . 77 44 39 34 30 26
May 7, 2002 . . . . . . . . . . . . . 71 33 27 22 18 14
May 7, 2003 . . . . . . . . . . . . . 65 28 23 19 15 11
May 7, 2004 . . . . . . . . . . . . . 58 24 19 15 12 9
May 7, 2005 . . . . . . . . . . . . . 50 20 16 12 10 7
May 7, 2006 . . . . . . . . . . . . . 42 16 13 10 7 5
May 7, 2007 . . . . . . . . . . . . . 36 13 10 8 6 4
May 7, 2008 . . . . . . . . . . . . . 31 10 8 6 4 0
May 7, 2009 . . . . . . . . . . . . . 25 8 6 0 0 0
May 7, 2010 . . . . . . . . . . . . . 19 5 0 0 0 0
May 7, 2011 . . . . . . . . . . . . . 12 0 0 0 0 0
May 7, 2012 . . . . . . . . . . . . . 5 0 0 0 0 0
May 7, 2013 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2014 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2015 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2016 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2017 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2018 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2019 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2020 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2021 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2022 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2023 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2024 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2025 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2026 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2027 . . . . . . . . . . . . . 0 0 0 0 0 0
Weighted Average Life (years)(1) . . 8.0 4.5 4.1 3.6 3.3 3.0
</TABLE>

___________________________
(1) The weighted average life of the Class II A-1 Certificates is determined
by (i) multiplying the amount of each principal distribution by the
number of years from the initial date of issuance of the Class II A-1
Certificates to the related Remittance Date, (ii) summing the results
and (iii) dividing the sum by the Original Class II A-1 Principal
Balance.

<TABLE>
PERCENT OF THE ORIGINAL PRINCIPAL BALANCE OF THE CLASS II B-1
CERTIFICATES AT THE RESPECTIVE PERCENTAGES OF THE
PREPAYMENT MODEL SET FORTH BELOW:
<CAPTION>

Prepayments (% of Prepayment Model)
-----------------------------------------------------------------------------------
0% 125% 150% 185% 200% 250%
-------- -------- ---------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Initial Balance . . . . . . . . . . . 100 100 100 100 100 100
May 7, 1998 . . . . . . . . . . . . . 100 100 100 100 100 100
May 7, 1999 . . . . . . . . . . . . . 100 100 100 100 100 100
May 7, 2000 . . . . . . . . . . . . . 100 100 100 100 100 100
May 7, 2001 . . . . . . . . . . . . . 100 100 100 100 100 100
May 7, 2002 . . . . . . . . . . . . . 100 100 100 100 100 100
May 7, 2003 . . . . . . . . . . . . . 100 70 69 68 66 65
May 7, 2004 . . . . . . . . . . . . . 100 44 41 38 34 31
May 7, 2005 . . . . . . . . . . . . . 100 21 16 12 7 3
May 7, 2006 . . . . . . . . . . . . . 100 0 0 0 0 0
May 7, 2007 . . . . . . . . . . . . . 81 0 0 0 0 0
May 7, 2008 . . . . . . . . . . . . . 54 0 0 0 0 0
May 7, 2009 . . . . . . . . . . . . . 26 0 0 0 0 0
May 7, 2010 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2011 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2012 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2013 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2014 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2015 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2016 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2017 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2018 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2019 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2020 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2021 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2022 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2023 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2024 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2025 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2026 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2027 . . . . . . . . . . . . . 0 0 0 0 0 0
Weighted Average Life (years)(1) . . 11.1 6.8 6.7 6.6 6.5 6.5
</TABLE>

___________________________
(1) The weighted average life of the Class II B-1 Certificates is determined
by (i) multiplying the amount of each principal distribution by the
number of years from the initial date of issuance of the Class II B-1
Certificates to the related Remittance Date, (ii) summing the results
and (iii) dividing the sum by the Original Class II B-1 Principal
Balance.

<TABLE>
PERCENT OF THE ORIGINAL PRINCIPAL BALANCE OF THE CLASS II B-2
CERTIFICATES AT THE RESPECTIVE PERCENTAGES OF THE
PREPAYMENT MODEL SET FORTH BELOW:
<CAPTION>
Prepayments (% of Prepayment Model)
-----------------------------------------------------------------------------------
0% 125% 150% 185% 200% 250%
-------- -------- ---------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Initial Balance . . . . . . . . . . . 100 100 100 100 100 100
May 7, 1998 . . . . . . . . . . . . . 100 100 100 100 100 100
May 7, 1999 . . . . . . . . . . . . . 100 100 100 100 100 100
May 7, 2000 . . . . . . . . . . . . . 100 100 100 100 100 100
May 7, 2001 . . . . . . . . . . . . . 100 100 100 100 100 100
May 7, 2002 . . . . . . . . . . . . . 100 100 100 100 100 100
May 7, 2003 . . . . . . . . . . . . . 100 100 100 100 100 100
May 7, 2004 . . . . . . . . . . . . . 100 100 100 100 100 100
May 7, 2005 . . . . . . . . . . . . . 100 100 100 100 100 100
May 7, 2006 . . . . . . . . . . . . . 100 98 86 75 61 50
May 7, 2007 . . . . . . . . . . . . . 100 53 40 28 15 5
May 7, 2008 . . . . . . . . . . . . . 100 13 1 0 0 0
May 7, 2009 . . . . . . . . . . . . . 100 0 0 0 0 0
May 7, 2010 . . . . . . . . . . . . . 90 0 0 0 0 0
May 7, 2011 . . . . . . . . . . . . . 10 0 0 0 0 0
May 7, 2012 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2013 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2014 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2015 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2016 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2017 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2018 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2019 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2020 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2021 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2022 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2023 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2024 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2025 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2026 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2027 . . . . . . . . . . . . . 0 0 0 0 0 0
Weighted Average Life (years)(1) . . 13.5 10.1 9.8 9.5 9.2 9.0

</TABLE>

___________________________
(1) The weighted average life of the Class II B-2 Certificates is determined
by (i) multiplying the amount of each principal distribution by the
number of years from the initial date of issuance of the Class II B-2
Certificates to the related Remittance Date, (ii) summing the results
and (iii) dividing the sum by the Original Class II B-2 Principal
Balance.

<TABLE>
PERCENT OF THE ORIGINAL PRINCIPAL BALANCE OF THE CLASS II B-3
CERTIFICATES AT THE RESPECTIVE PERCENTAGES OF THE
PREPAYMENT MODEL SET FORTH BELOW:
<CAPTION>

Prepayments (% of Prepayment Model)
-----------------------------------------------------------------------------------
0% 125% 150% 185% 200% 250%
-------- -------- ---------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Initial Balance . . . . . . . . . . . 100 100 100 100 100 100
May 7, 1998 . . . . . . . . . . . . . 100 100 100 100 100 100
May 7, 1999 . . . . . . . . . . . . . 100 100 100 100 100 100
May 7, 2000 . . . . . . . . . . . . . 100 100 100 100 100 100
May 7, 2001 . . . . . . . . . . . . . 100 100 100 100 100 100
May 7, 2002 . . . . . . . . . . . . . 100 100 100 100 100 100
May 7, 2003 . . . . . . . . . . . . . 100 100 100 100 100 100
May 7, 2004 . . . . . . . . . . . . . 100 100 100 100 100 100
May 7, 2005 . . . . . . . . . . . . . 100 100 100 100 100 100
May 7, 2006 . . . . . . . . . . . . . 100 100 100 100 100 100
May 7, 2007 . . . . . . . . . . . . . 100 100 100 100 100 100
May 7, 2008 . . . . . . . . . . . . . 100 100 100 92 83 0
May 7, 2009 . . . . . . . . . . . . . 100 82 74 0 0 0
May 7, 2010 . . . . . . . . . . . . . 100 56 0 0 0 0
May 7, 2011 . . . . . . . . . . . . . 100 0 0 0 0 0
May 7, 2012 . . . . . . . . . . . . . 39 0 0 0 0 0
May 7, 2013 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2014 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2015 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2016 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2017 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2018 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2019 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2020 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2021 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2022 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2023 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2024 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2025 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2026 . . . . . . . . . . . . . 0 0 0 0 0 0
May 7, 2027 . . . . . . . . . . . . . 0 0 0 0 0 0
Weighted Average Life (years)(1) . . 14.8 12.8 12.3 11.7 11.1 10.5

</TABLE>

___________________________
(1) The weighted average life of the Class II B-3 Certificates is determined
by (i) multiplying the amount of each principal distribution by the
number of years from the initial date of issuance of the Class II B-3
Certificates to the related Remittance Date, (ii) summing the results
and (iii) dividing the sum by the Original Class II B-3 Principal
Balance.

DESCRIPTION OF THE CERTIFICATES

The Certificates will be issued pursuant to the Agreement. A copy of a
general form of a Pooling and Servicing Agreement has been filed with the
Securities and Exchange Commission. A copy of the execution form of the
Agreement (without certain exhibits) will be filed with the Securities and
Exchange Commission after the initial issuance of the Certificates. The
following description supplements the description of the Agreement and the
Certificates under the caption "Description of the Certificates" in the
Prospectus and must be read together therewith. The following summaries
describe certain terms of the 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. When particular provisions or terms used in the
Agreement are referred to, the actual provisions (including definitions of
terms) are incorporated by reference.

GENERAL

The Certificates will be issued in fully registered form only, in
denominations of $50,000 and integral multiples of $1,000 in excess thereof,
except for a denomination representing the remainder of a Class of
Certificates. The undivided percentage interest (the "Percentage Interest")
of each Class of Certificates in the distributions on such Certificates will
be equal to the percentage obtained from dividing the denomination of such
Certificate by the Original Certificate Principal Balance of such Class of
Certificates. Definitive Certificates, if issued, will be transferable and
exchangeable at the corporate trust office of the Trustee. No service charge
will be made for any registration of exchange or transfer, but the Trustee
may require payment of a sum sufficient to cover any tax or other
governmental charge.

The Trust Fund includes (i) the Contract Pool, including all rights to
receive payments on the Contracts received on or after the Cut-off Date, (ii)
the amounts held from time to time in trust accounts (with respect to the
Group I Certificates, the "Group I Certificate Account" and with respect to
the Group II Certificates, the "Group II Certificate Account") maintained by
the Trustee pursuant to the Agreement, (iii) any property which initially
secured a Contract and which is acquired in the process of realizing thereon
and (iv) the proceeds of all insurance policies described herein.

The Company will cause the Contracts to be assigned to the Trustee or a
co-trustee. The Company, as Servicer, will service the Contracts pursuant to
the Agreement. The Contract documents will be held for the benefit of the
Trustee by the Servicer.

Distributions of principal and interest on the Certificates will be made
on the 7th day of each month, or, if such day is not a business day, the next
succeeding business day (each, a "Remittance Date") beginning in June 1997,
to the persons in whose names the Certificates are registered at the close of
business on the related Record Date. If definitive Offered Certificates are
issued, distributions will be made by check mailed to the address of the
person entitled thereto as it appears on the Certificate Register, except
that a holder of Offered Certificates with original denominations aggregating
at least $5 million may request payment by wire transfer of funds pursuant to
written instructions delivered to the Trustee at least five business days
prior to the Record Date. The final distribution in retirement of the
Certificates will be made only upon presentation and surrender of the
Certificates at the office or agency of the Trustee specified in the final
distribution notice to Certificateholders.

CONVEYANCE OF CONTRACTS

In addition to the representations and warranties described in the
Prospectus under "Description of Certificates--Conveyance of Contracts," the
Company has also made certain warranties with respect to the Contracts in the
aggregate, including that (i) the aggregate principal amount payable by the
Obligors as of the Cut-off Date equals the Cut-off Date Pool Principal
Balance; (ii) (a) approximately 72.04% of the Cut-off Date Group I Principal
Balance is attributable to loans to purchase new Manufactured Homes and
approximately 27.96% of the Cut-off Date Group I Principal Balance is
attributable to loans to purchase used Manufactured Homes and (b)
approximately 73.80% of the Cut-off Date Initial Group II Principal Balance
is attributable to loans to purchase new Manufactured Homes and approximately
26.20% of the Cut-off Date Initial Group II Principal Balance is attributable
to loans to purchase used Manufactured Homes; (iii) no Contract has a
remaining maturity of more than 360 months; (iv) the date of each Contract is
on or after July 25, 1985; and (v) no adverse selection procedures were
employed in selecting the Contracts.

PAYMENTS ON CONTRACTS

The Trustee will establish and maintain the Certificate Accounts (i) at
a depository institution organized under the laws of the United States or any
state, the deposits of which are insured to the full extent permitted by law
by the Federal Deposit Insurance Corporation (the "FDIC") whose commercial
paper or unsecured short-term debt has a rating of P-1 by Moody's, and which
is subject to examination by federal or state authorities or a depository
institution otherwise acceptable to Moody's, (ii) in the corporate trust
department of the Trustee or (iii) at an institution otherwise acceptable to
Moody's (an "Eligible Institution"). Funds in each Certificate Account will
be invested in Eligible Investments (as defined in the Agreement) that will
mature or be subject to redemption not later than the business day preceding
the applicable monthly Remittance Date. Eligible Investments include, among
other investments, obligations of the United States or of any agency thereof
backed by the full faith and credit of the United States; federal funds,
certificates of deposit, time deposits and bankers' acceptances sold by
eligible financial institutions; commercial paper rated P-1 by Moody's; money
market funds acceptable to Moody's; and other obligations acceptable to
Moody's.

All payments in respect of principal and interest on the Contracts
received by the Servicer, including Principal Prepayments and Liquidation
Proceeds (net of Liquidation Expenses), will be paid into the applicable
Certificate Account no later than the second business day following receipt
thereof. Amounts received as late payment fees, extension fees, assumption
fees or similar fees will be retained by the Servicer as part of its
servicing fees. See "Description of Certificates--Servicing Compensation and
Payment of Expenses" in the Prospectus. In addition, amounts paid by the
Company for Contracts repurchased as a result of breach of a representation
or warranty under the Agreement and amounts required to be deposited upon
substitution of an Eligible Substitute Contract because of breach of a
representation or warranty, as described under "Conveyance of Contracts"
above, will be paid into the applicable Certificate Account. The Servicer
will deposit the Monthly Advance (described under "Advances" below), if any,
in the applicable Certificate Account on or before each Determination Date.

On the fifth business day prior to each Remittance Date (the
"Determination Date"), the Servicer will determine the Available Distribution
Amount and the amounts to be distributed on the Certificates for the
following Remittance Date.

The Group I Available Distribution Amount is the sum of (a) the Monthly
Advance relating to the Group I Contracts for such Remittance Date and (b)
the amount in the Group I Certificate Account on the close of business on the
last day of the immediately preceding Due Period less the sum of (i)
scheduled payments for Group I Contracts that are due in a Due Period
subsequent to such Due Period; (ii) payments on Group I Contracts that have
been repurchased as a result of a breach of a representation or warranty and
any other payments not required to be deposited in the Group I Certificate
Account; (iii) reimbursements to the Servicer in the amount of Liquidation
Expenses incurred and taxes and insurance premiums advanced by the Servicer
in respect of Group I Contracts; (iv) if Vanderbilt is no longer the
Servicer, the Group I Monthly Servicing Fee equal to 1/12th of the product of
1.25% and the Group I Pool Scheduled Principal Balance for the immediately
preceding Remittance Date; (v) reimbursements to the Servicer for
Nonrecoverable Advances and Monthly Advances relating to the Group I
Contracts in respect of Liquidated Contracts, to the extent permitted by the
Agreement; and (vi) certain expenses reimbursable to the Company as provided
in the Agreement.

The Group II Available Distribution Amount is the sum of (a) the Monthly
Advance relating to the Group II Contracts for such Remittance Date and (b)
the amount in the Group II Certificate Account on the close of business on
the last day of the immediately preceding Due Period less the sum of (i)
scheduled payments for Group II Contracts that are due in a Due Period
subsequent to such Due Period; (ii) payments on Group II Contracts that have
been repurchased as a result of a breach of a representation or warranty and
any other payments not required to be deposited in the Group II Certificate
Account; (iii) reimbursements to the Servicer in the amount of Liquidation
Expenses incurred and taxes and insurance premiums advanced by the Servicer
in respect of Group II Contracts; (iv) if Vanderbilt is no longer the
Servicer, the Group II Monthly Servicing Fee equal to 1/12th of the product
of 1.25% and the Group II Pool Scheduled Principal Balance for the
immediately preceding Remittance Date; (v) reimbursements to the Servicer for
Nonrecoverable Advances and Monthly Advances relating to the Group II
Contracts in respect of Liquidated Contracts, to the extent permitted by the
Agreement; and (vi) certain expenses reimbursable to the Company as provided
in the Agreement.

The Trustee or its Paying Agent will withdraw funds from the applicable
Certificate Account (but only to the extent of the related Available
Distribution Amount) to make payments to Certificateholders as specified
under "Distributions" below. From time to time, as provided in the
Agreement, the Servicer will also withdraw funds from the Certificate Account
to make payments to it as permitted by the Agreement and described in clauses
(ii), (iii), (iv), (v) and (vi) in the previous paragraph.

DISTRIBUTIONS

Distributions of principal and interest to holders of a Class of
Certificates will be made on each Remittance Date in an amount equal to the
respective Percentage Interests multiplied by the aggregate amount
distributed on such Class of Certificates on such Remittance Date. With
respect to each Remittance Date, the Fixed Rate Certificates will accrue
interest in respect of each calendar month preceding such Remittance Date.
With respect to each Remittance Date (other than the first Remittance Date),
the Floating Rate Certificates will accrue interest from the Remittance Date
in the preceding calendar month through the day preceding the Remittance Date
in the current calendar month. With respect to the first Remittance Date,
the Floating Rate Certificates will bear one day's interest. Distributions
to a Class of Certificateholders will be applied first to the payment of
interest and, if any payment is then due, then to the payment of principal.
Interest on the Fixed Rate Certificates will be calculated on the basis of a
360-day year consisting of twelve 30-day months. Interest on the Floating
Rate Certificates will be calculated on the basis of the number of actual
days elapsed during the Due Period and a 360-day year.

Each distribution with respect to a Book-Entry Certificate will be paid
to DTC, which will credit the amount of such distribution to the accounts of
its Participants in accordance with its normal procedures. Each Participant
will be responsible for disbursing such distribution to the Certificate
Owners that it represents and to each indirect participating brokerage firm
(a "brokerage firm" or "indirect participating firm") for which it acts as
agent. Each brokerage firm will be responsible for disbursing funds to the
Certificate Owners that it represents. All such credits and disbursements
with respect to Book-Entry Certificates are to be made by DTC and the
Participants in accordance with DTC's rules.

A. On each Remittance Date on which the Class I B Principal
Distribution Test is not met, the Group I Available Distribution Amount will
be distributed in the following amounts in the following order of priority:

(i) interest accrued during the related Interest Period on the Class
I A-1, Class I A-2, Class I A-3, Class I A-4 and Class I A-5
Certificates, at their respective Remittance Rates on the outstanding
Class I A-1, Class I A-2, Class I A-3, Class I A-4 and Class I A-5
Principal Balances, respectively, together with any previously
undistributed shortfalls in interest due on the Class I A-1, Class I
A-2, Class I A-3, Class I A-4 and Class I A-5 Certificates,
respectively, in respect of prior Remittance Dates; if the Group I
Available Distribution Amount is not sufficient to distribute the full
amount of interest due on the Class I A-1, Class I A-2, Class I A-3,
Class I A-4 and Class I A-5 Certificates, the Group I Available Distri-
bution Amount will be distributed on such Classes of Certificates pro
rata on the basis of the interest due thereon;

(ii) the Group I Formula Principal Distribution Amount in the
following order of priority:

(a) to the Class I A-1 Certificates until the Class I A-1
Principal Balance is reduced to zero;

(b) to the Class I A-2 Certificates until the Class I A-2
Principal Balance is reduced to zero;

(d) to the Class I A-4 Certificates until the Class I A-4
Principal Balance is reduced to zero; and

(e) to the Class I A-5 Certificates until the Class I A-5
Principal Balance is reduced to zero;

(iv) the remainder of the Group I Formula Principal Distribution
Amount, if any, to the Class I A-6 Certificates until the Class I A-6
Principal Balance is reduced to zero;

(vi) the remainder of the Group I Formula Principal Distribution
Amount, if any, to the Class I B-1 Certificates until the Class I B-1
Principal Balance is reduced to zero;

(viii) the remainder of the Group I Formula Principal Distribution
Amount, if any, to the Class I B-2 Certificates until the Class I B-2
Principal Balance is reduced to zero;

(ix) any Group I Monthly Excess Spread (as defined below) to fund
any Group II Available Funds Shortfall;

(x) any remaining Group I Monthly Excess Spread to fund any
unfunded Accelerated Principal Payment (as defined below) on the Group
II Certificates after giving effect to the distribution described in
clause C(ix) or D(ix), as applicable, below;

(xi) so long as the Company is the Servicer, any remaining
available funds up to the amount equal to 1/12th of the product of 1.25%
and the Group I Pool Scheduled Principal Balance for the immediately
preceding Remittance Date (the "Group I Monthly Servicing Fee"), to the
Servicer;

(xii) the amount of any reimbursement to CHI for Enhancement
Payments with respect to the Class I B-2 Certificates as provided in the
Agreement;

(xiii) so long as the Company is the Servicer, any remaining
available funds up to the amount of the Group II Monthly Servicing Fee
(as defined herein), if any, remaining unpaid after giving effect to the
distribution described in clause C(xii) or D(xii), as applicable, below,
to the Servicer;

(xiv) the amount of any reimbursement to CHI for Enhancement
Payments with respect to the Class II B-3 Certificates as provided in
the Agreement, which remains unpaid after giving effect to the
distribution described in clause C(xiii) or D(xiii), as applicable,
below; and

(xv) any remaining available funds to the holder of the Class R
Certificate, which will initially be a special purpose subsidiary of the
Company.

B. On each Remittance Date on which the Class I B Principal
Distribution Test is met, the Group I Available Distribution Amount will be
distributed in the following amounts in the following order of priority:

(ii) the Class I A Percentage of the Group I Formula Principal
Distribution Amount in the following order of priority:

(a) to the Class I A-1 Certificates until the Class I A-1
Principal Balance is reduced to zero;

(b) to the Class I A-2 Certificates until the Class I A-2
Principal Balance is reduced to zero;

(d) to the Class I A-4 Certificates until the Class I A-4
Principal Balance is reduced to zero; and

(e) to the Class I A-5 Certificates until the Class I A-5
Principal Balance is reduced to zero;

(vi) the Class I B Percentage of the Group I Formula Principal
Distribution Amount to the Class I B-1 Certificates until the Class I B-
1 Principal Balance is reduced to zero;

(viii) the remainder of the Group I Formula Principal Distribution
Amount to the Class I B-2 Certificates until the Class I B-2 Principal
Balance is reduced to zero;

(ix) any Group I Monthly Excess Spread to fund any Group II
Available Funds Shortfall;

(x) any remaining Group I Monthly Excess Spread to fund any
unfunded Accelerated Principal Payment (as defined below) on the Group
II Certificates after giving effect to the distribution described in
clause C(ix) or D(ix), as applicable, below;

(xi) so long as the Company is the Servicer, any remaining
available funds up to the Group I Monthly Servicing Fee, to the
Servicer;

(xii) the amount of any reimbursement to CHI for Enhancement
Payments with respect to the Class I B-2 Certificates as provided in the
Agreement;

(xiii) so long as the Company is the Servicer, any remaining
available funds up to the amount of the Group II Monthly Servicing Fee,
if any, remaining unpaid after giving effect to the distribution
described in clause C(xii) or D(xii), as applicable, below, to the
Servicer;

(xiv) the amount of any reimbursement to CHI for Enhancement
Payments with respect to the Class II B-3 Certificates as provided in
the Agreement, which remains unpaid after giving effect to the
distribution described in clause C(xiii) or D(xiii), as applicable,
below; and

(xv) any remaining available funds to the holder of the Class R
Certificate.

C. On each Remittance Date on which the Class II B Principal
Distribution Test is not met, the Group II Available Distribution Amount will
be distributed in the following amounts in the following order of priority:

(i) interest accrued during the related Interest Period on the Class
II A-1 Principal Balance to the Class II A-1 Certificates at the related
Remittance Rate, together with any previously undistributed shortfalls
in interest due on the Class II A-1 Certificates in respect of prior
Remittance Dates;

(ii) the Group II Formula Principal Distribution Amount, net of any
portion of the Overcollateralization Reduction Amount, if any, then
applicable to such Certificates, to the Class II A-1 Certificates until
the Class II A-1 Principal Balance is reduced to zero;

(iii) interest accrued during the related Interest Period on the
Class II B-1 Principal Balance to the Class II B-1 Certificates at the
related Remittance Rate, together with any previously undistributed
shortfalls in interest due on the Class II B-1 Certificates in respect
of prior Remittance Dates;

(iv) the remaining Group II Formula Principal Distribution Amount,
if any, to the Class II B-1 Certificates, net of any portion of the
Overcollateralization Reduction Amount, if any, then applicable to such
Certificates, until the Class II B-1 Principal Balance is reduced to
zero;

(v) interest accrued during the related Interest Period on the
Class II B-2 Principal Balance to the Class II B-2 Certificates at the
related Remittance Rate, together with any previously undistributed
shortfalls in interest due on the Class II B-2 Certificates in respect
of prior Remittance Dates;

(vi) the remaining Group II Formula Principal Distribution Amount,
if any, to the Class II B-2 Certificates, net of any portion of the
Overcollateralization Reduction Amount, if any, then applicable to such
Certificates, until the Class II B-2 Principal Balance is reduced to
zero;

(vii) interest accrued during the related Interest Period on the
Class II B-3 Principal Balance to the Class II B-3 Certificates at the
related Remittance Rate, together with any previously undistributed
shortfalls in interest due on the Class II B-3 Certificates in respect
of prior Remittance Dates;

(viii) the remainder of the Group II Formula Principal Distribution
Amount, if any, to the Class II B-3 Certificates, net of any portion of
the Overcollateralization Reduction Amount, if any, then applicable to
such Certificates, until the Class II B-3 Principal Balance is reduced
to zero;

(ix) any remaining Group II Available Distribution Amount to fund
any Accelerated Principal Payment on the Group II Certificates;

(x) any Group II Monthly Excess Spread, together with any
Overcollateralization Reduction Amount, to fund any Group I Available
Funds Shortfall;

(xi) any remaining available funds up to the Class II A-1 Net Funds
Cap Carryover Amount, Class II B-1 Net Funds Cap Carryover Amount, Class
II B-2 Net Funds Cap Carryover Amount and Class II B-3 Net Funds Cap
Carryover Amount to the applicable Certificateholder; if such available
funds are not sufficient to distribute the total Net Funds Cap Carryover
Amount to the applicable Classes of Certificates, such remaining
available funds will be distributed on such Classes of Certificates pro
rata based on the amount of the Net Funds Cap Carryover Amount owing to
each such Class of Certificates;

(xii) so long as the Company is the Servicer, any remaining
available funds up to the amount equal to 1/12th of the product of 1.25%
and the Group II Pool Scheduled Principal Balance for the immediately
preceding Remittance Date (the "Group II Monthly Servicing Fee"), to the
Servicer;

(xiii) the amount of any reimbursement to CHI for Enhancement
Payments with respect to the Class II B-3 Certificates as provided in
the Agreement;

(xiv) so long as the Company is the Servicer, any remaining
available funds up to the amount of the Group I Monthly Servicing Fee,
if any, remaining unpaid after giving effect to the distribution
described in clause A(xi) or B(xi), as applicable, above, to the
Servicer;

(xv) the amount of any reimbursement to CHI for Enhancement
Payments with respect to the Class I B-2 Certificates as provided in the
Agreement, which remains unpaid after giving effect to the distribution
described in clause A(xii) or B(xii), as applicable, above; and

(xvi) any remaining available funds to the holder of the Class R
Certificate.

(i) interest accrued during the related Interest Period on the Class
II A-1 Principal Balance to the Class II A-1 Certificates at the related
Remittance Rate, together with any previously undistributed shortfalls
in interest due on the Class II A-1 Certificates, in respect of prior
Remittance Dates;

(ii) the Class II A Percentage of the Group II Formula Principal
Distribution Amount, net of any portion of the Overcollateralization
Reduction Amount, if any, then applicable to such Certificates, to the
Class II A-1 Certificateholders until the Class II A-1 Principal Balance
is reduced to zero;

(iii) interest accrued during the related Interest Period on the
Class II B-1 Principal Balance to the Class II B-1 Certificates at the
related Remittance Rate, together with any previously undistributed
shortfalls in interest due on the Class II B-1 Certificates in respect
of prior Remittance Dates;

(iv) the Class II B Percentage of the Group II Formula Principal
Distribution Amount to the Class II B-1 Certificates, net of any portion
of the Overcollateralization Reduction Amount, if any, then applicable
to such Certificates, until the Class II B-1 Principal Balance is
reduced to zero;

(v) interest accrued during the related Interest Period on the
Class II B-2 Principal Balance to the Class II B-2 Certificates at the
related Remittance Rate, together with any previously undistributed
shortfalls in interest due on the Class II B-2 Certificates in respect
of prior Remittance Dates;

(vi) the remainder of the Class II B Percentage, if any, of the
Group II Formula Principal Distribution Amount to the Class II B-2
Certificates, net of any portion of the Overcollateralization Reduction
Amount, if any, then applicable to such Certificates, until the Class II
B-2 Principal Balance is reduced to zero;

(vii) interest accrued during the related Interest Period on the
Class II B-3 Principal Balance to the Class II B-3 Certificates at the
related Remittance Rate, together with any previously undistributed
shortfalls in interest due on the Class II B-3 Certificates in respect
of prior Remittance Dates;

(viii) the remainder of the Group II Formula Principal Distribution
Amount to the Class II B-3 Certificates, net of any portion of the
Overcollateralization Reduction Amount, if any, then applicable to such
Certificates, until the Class II B-3 Principal Balance is reduced to
zero;