MERRILL LYNCH MORTGAGE INVESTORS INC
8-K, 1997-11-24
ASSET-BACKED SECURITIES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                      -----


                                    FORM 8-K

                                 CURRENT REPORT
                         PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934



  Date of Report (date of earliest event reported)       NOVEMBER 24, 1997




                     MERRILL LYNCH MORTGAGE INVESTORS, INC.

             (Exact name of registrant as specified in its charter)


         DELAWARE                            333-7569             13-3416059
(State or other jurisdiction               (Commission            (IRS Employer
      of incorporation)                    File Number)            ID Number)


250 Vesey Street, World Financial Center
NORTH TOWER, 10TH FLOOR, NEW YORK, NY                             10281-1310
(Address of principal executive offices)                          (Zip Code)




Registrant's Telephone Number,
including area code:                                       (212) 449-0357



                                       N/A
          (Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 5.      OTHER EVENTS

This report and the attached exhibit is being filed pursuant to "no-action"
positions taken by the Securities and Exchange Commission with respect to
alternative means of satisfying the Registrant's reporting obligations under the
Securities Exchange Act of 1934, as amended, with respect to the Registrant's
Mortgage Loan Asset-Backed Certificates, Series 1997-FF3 (the "Certificates").
The Certificates were issued, and this report and exhibit are being filed,
pursuant to the terms of the Pooling and Servicing Agreement, dated as of
November 1, 1997 (the "Agreement"), among Merrill Lynch Mortgage Investors,
Inc., as depositor, First Franklin Financial Corporation, as master servicer,
Option One Mortgage Corporation, as servicer, and Texas Commerce Bank National
Association, as trustee (the "Trustee").
<PAGE>
Item 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
          AND EXHIBITS.

(a)      Not applicable.

(b)      Not applicable.

(c)      Exhibits:


         99.1   Computational Materials
<PAGE>
                                   SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                          MERRILL LYNCH MORTGAGE INVESTORS,
                                          INC.


                                          By:  /S/ PETER J. CERWIN
                                              Name: Peter J. Cerwin
                                              Title: Vice President


Dated: November 24, 1997
<PAGE>
                                  EXHIBIT INDEX

EXHIBIT

99.1   Computational Materials

                                                                 EXHIBIT 99.1




                      First Franklin Financial Corporation
                     Mortgage Loan Asset Backed Certificates
                                 Series 1997-FF3
                             Computational Materials
<PAGE>
The attached tables and other statistical analyses (the "Computational
Materials") are privileged and confidential and are intended for use by the
addressee only. These Computational Materials are furnished to you solely by
Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") and not by
the issuer of the securities or any of its affiliates. The issuer of these
securities has not prepared or taken part in the preparation of these materials.
Neither Merrill Lynch, the issuer of the securities nor any of its affiliates
makes any representation as to the accuracy or completeness of the information
herein. The information herein is preliminary, and will be superseded by the
applicable Prospectus Supplement and by any other information subsequently filed
with the Securities and Exchange Commission. The information herein may not be
provided by the addressees to any third party other than the addressee's legal,
tax, financial and/or accounting advisors for the purposes of evaluating said
material.

Numerous assumptions were used in preparing the Computational Materials which
may or may not be stated therein. As such, no assurance can be given as to the
accuracy, appropriateness or completeness of the Computational Materials in any
particular context; or as to whether the Computational Materials and/or the
assumptions upon which they are based reflect present market conditions or
future market performance. These Computational Materials should not be construed
as either projections or predictions or as legal, tax, financial or accounting
advice.

Any yields or weighted average lives shown in the Computational Materials are
based on prepayment assumptions and actual prepayment experience may
dramatically affect such yields or weighted average lives. In addition, it is
possible that prepayments on the underlying assets will occur at rates slower or
faster than the rates assumed in the attached Computational Materials.
Furthermore, unless otherwise provided, the Computational Materials assume no
losses on the underlying assets and no interest shortfall. The specific
characteristics of the securities may differ from those shown in the
Computational Materials due to differences between the actual underlying assets
and the hypothetical assets used in preparing the Computational Materials. The
principal amount and designation of any security described in the Computational
Materials are subject to change prior to issuance.

Although a registration statement (including the prospectus) relating to the
securities discussed in this communication has been filed with the Securities
and Exchange Commission and is effective, the final prospectus supplement
relating to the securities discussed in this communication has not been filed
with the Securities and Exchange Commission. This communication shall not
constitute an offer to sell or the solicitation of any offer to buy nor shall
there be any sale of the securities discussed in this communication in any state
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.
Prospective purchasers are referred to the final prospectus and prospectus
supplement relating to the securities discussed in this communication for
definitive Computational materials on any matter discussed in this
communication. A final prospectus and prospectus supplement may be obtained by
contacting the Merrill Lynch Trading Desk at (212) 449-5320.

Please be advised that asset-backed securities may not be appropriate for all
investors. Potential investors must be willing to assume, among other things,
market price volatility, prepayments, yield curve and interest rate risk.
Investors should fully consider the risk of an investment in these securities.

If you have received this communication in error, please notify the sending
party immediately by telephone and return the original to such party by mail.
<PAGE>
<TABLE>
<CAPTION>

                                                  EXPECTED          AVG.           LEGAL            EXPECTED
                  CLASS                            RATINGS          LIFE           FINAL            PAYMENT              DAY
  CLASS           SIZE        TRANCHE TYPE      S&P/FITCH/DUFF     TO CALL        PAYMENT            WINDOW             COUNT

<S>            <C>            <C>                    <C>            <C>           <C>             <C>                   <C>
Class A-1      $116,316,000   LIBOR Floater          AAA            2.55          11/24/27        mo. 12/97-9/05        Act/360
Class A-2      $135,014,000   LIBOR Floater          AAA            2.55          11/24/27        mo. 12/97-9/05        Act/360
Class M1        $19,506,000   LIBOR Floater          AA             5.21          11/24/27        mo.  2/01-9/05        Act/360
Class M2        $19,506,000   LIBOR Floater          A              5.17          11/24/27        mo.  1/01-9/05        Act/360
Class B          $9,754,000   LIBOR Floater          BBB            5.14          11/24/27        mo.  12/00-9/05       Act/360
Class R
</TABLE>

Mortgage Loan Seller & Master
Servicer:                          First Franklin Financial Corporation

Servicer:                          Option One

Depositor:                         Merrill Lynch Mortgage Investors

Trustee:                           Texas Commerce Bank, N.A.

Underwriters:                      Merrill Lynch & Co. (lead), PaineWebber

Prepayment Assumption:             25% CPR

Expected Pricing Date:             Week of November 24, 1997

Expected Settlement Date:          Week of December 3, 1997

Distribution Dates:                The [25]th day of each month or, if such day
                                   is not a business day, the next succeeding
                                   business day, beginning on December [25],
                                   1997

Registration:                      Holders of the Offered Certificates may hold
                                   their interest in the Certificates through
                                   DTC, Euroclear or CEDEL.

Optional Termination:              At 10% of the Cut-Off Date Balance, the
                                   Residual Holder may purchase the Mortgage
                                   Loans (and any properties); if not exercised,
                                   the Master Servicer or Servicer may exercise
                                   such option at 5%. In the event the option is
                                   exercised, the portion of the purchase price
                                   allocable to each Class of Offered
                                   Certificates will be, to the extent of
                                   available funds, (i) 100% of the then
                                   outstanding Class Certificate Balance, plus
                                   (ii) one month's interest on the then
                                   outstanding Class Certificate Balance at the
                                   then applicable Pass-Through Rate, plus (iii)
                                   any previously accrued but unpaid interest
                                   theron, plus (iv) any related LIBOR Carryover
                                   Amount.

Pass-Through Rate (Available
Funds):                            The Pass-Through Rate on each class of
                                   Offered Certificates will be the lesser of:
                                   i) the LIBOR Rate (1-month LIBOR plus the
                                   applicable Pass-Through Margin) and ii) the
                                   Available Funds Pass-Through Rate (the
                                   weighted average mortgage rates minus the
                                   servicing fee, master servicing fee and
                                   trustee fee). The interest due will be net of
                                   Relief Act Shortfalls.

LIBOR Carryover Amounts:           If on any Distribution Date, the Pass-Through
                                   Rate for a Class of Offered Certificates is
                                   limited by the Available Funds Pass-Through
                                   Rate, the "LIBOR Shortfall" and the aggregate
                                   of such shortfalls from previous payment
                                   dates, the "LIBOR Carryover Amount" together
                                   with accrued interest at the Pass-Through
                                   Rate will be carried forward to the next
                                   Payment Date until paid. Payment will be made
                                   from and to the limited extent of funds
                                   available. The payment of LIBOR Carryover
                                   Amounts is not rated.

Advancing:                         The Servicer will be obligated to make
                                   Monthly Advances of delinquent principal and
                                   interest (to the extent deemed recoverable)
                                   and make Servicing Advances.

Prepayment Interest Shortfalls:    The Servicer will be obligated to pay from
                                   its own funds to cover Prepayment Interest
                                   Shortfalls (but only to the extent of its
                                   Servicing Fee).

Tax Status                         REMIC

ERISA Eligibility:                 The Class A Certificates will be ERISA
                                   eligible. However, investors should consult
                                   with their counsel with respect to the
                                   consequences under ERISA and the Internal
                                   Revenue Code of an ERISA Plan's acquisition
                                   and ownership of such Certificates.

SMMEA Eligibility:                 The Class A and MI Certificates will
                                   constitute "mortgage related securities" for
                                   the purposes of SMMEA so long as they are
                                   rated in at least the second highest rating
                                   category by a Rating Agency. The Class M2 and
                                   B Certificates will not constitute "mortgage
                                   related securities".

Credit Enhancement:                Class A Credit Enhancement

                                   1. Excess cash

                                   2. Subordination of Class M-1, M-2, and B
                                   certificates, totaling 16.25% of the original
                                   mortgage loan amount and
                                   overcollateralization initially 0% and
                                   building up to 2.0% of the original loan
                                   amount.

                                   Class M-1, M-2, and B Credit Enhancement

                                   1. Excess cash

                                   2. Class M-1 is enhanced by 9.75% in
                                   subordinate certificates and O/C initially 0%
                                   and building up to 2.0%;

                                   3. Class M-2 is enhanced by 3.25% in
                                   subordinate certificates and O/C initially 0%
                                   and building up to 2.0%;

                                   4. Class B is enhanced by O/C initially 0%
                                   and building up to 2.0%.

Overcollateralization:             1. Before the stepdown date,
                                   overcollateralization initially 0%, builds to
                                   2.0% of the original mortgage loan amount
                                   (subject to performance triggers);

                                   2. On and after the stepdown date building to
                                   4.0% of the outstanding mortgage loan balance
                                   (subject to performance triggers);

                                   3. Step down overcollateralization amount
                                   subject to floors of 0.50% of the original
                                   mortgage loan amount (subject to performance
                                   triggers).

Application of Realized Losses:    If the bonds outstanding exceed the Mortgage
                                   Loans outstanding, the Class Certificate
                                   Balance of the Class of Subordinated
                                   Certificates then outstanding with the
                                   highest numerical Class designation
                                   (beginning with the Class B Certificates)
                                   will be reduced by the amount of such excess.

Collateral:                        Adjustable rate, first lien Residential
                                   Mortgage Loans

Total Collateral Amount (as
of 11/1/97):                       $300,096,194

Servicing Fees:                    Subservicer: 40 bps, Master Servicer 10 bps

Interest Accrual:                  Interest will accrue from the Distribution
                                   Date in the month immediately preceding the
                                   month in which such Distribution Date occurs
                                   through the day before such Distribution Date
                                   (or, in the case of the first Distribution
                                   Date, from the Closing Date).

Payment Delay:                     0 days

Coupon Step Up:                    If the 10% Optional Termination is not
                                   exercised, the Pass-Through Margin of the
                                   Class A Certificates will double and the
                                   Pass-Through Margin on the Class M1, M2 and B
                                   Certificates will increase by 50%.

DISTRIBUTIONS OF CASHFLOW

Interest Cashflow Priority:        1) to the Trustee, the Trustee Fee

                                   2) to Class A Certificate holders, the
                                   related Interest Distribution Amount plus the
                                   Class A Carry Forward Amount;

                                   3) to the Class M-1 Certificate holders, to
                                   the extent of the Interest Remittance Amount
                                   then remaining, the Class M1 Interest
                                   Distribution Amount;

                                   4) to the Class M-2 Certificate holders, to
                                   the extent of the Interest Remittance Amount
                                   then remaining, the Class M2 Interest
                                   Distribution Amount;

                                   5) to the Class B Certificate holders, to the
                                   extent of the Interest Remittance Amount then
                                   remaining, the Class B Interest Distribution
                                   Amount; and

                                   6) Build overcollateralization to the target
                                   level (except in the first period where the
                                   mortgage accrual will match the number of
                                   days in the first bond accrual period).

                                   7) Unpaid interest shortfalls and
                                   reimbursements of principal writedowns on
                                   mezzanine and subordinate bonds.

                                   8) To fund the aggregate amount of LIBOR
                                   Carryover Amount, among all Classes of
                                   offered certificates in proportion to the
                                   respective LIBOR Carryover Amounts for each
                                   such class in the same priority order as
                                   interest distributions.

                                   9) To the retained Certificate holders.


Principal Cashflow Priority:
                                   Collections of Principal before the Stepdown
                                   Date, or during a trigger event, will be
                                   allocated in the following priority: To the
                                   Class A Certificate holders, 100% of the
                                   Principal Distribution Amount until the Class
                                   A Certificate Balance has been reduced to
                                   zero; all principal relating to the Sub-Pool
                                   I Mortgage Loans and Sub-Pool II Mortgage
                                   Loans will be paid to the Class A-1
                                   Certificates and Class A-2 Certificates,
                                   respectively, together with the Extra
                                   Principal Amount, which will be paid to the
                                   Class A-1 and Class A-2 Certificates in the
                                   same proportion as the Sub-Pool I and
                                   Sub-Pool II Principal Distribution Amounts.

                                   Collections of Principal on and after the
                                   stepdown date (and if no trigger event is in
                                   effect) will be allocated in the following
                                   priority (cont.): Pay Class A-1, A-2, M-1,
                                   M-2, and B pro-rata in accordance with
                                   enhancement targets equal to 2.0 times the
                                   initial enhancement for each class:

                                                       TARGETED %  Target Credit
                                                        OF POOL     Enhancement
                               Class A                   63.5%         36.5%
                               Class M-1                 13.0          23.5
                               Class M-2                 13.0          10.5
                               Class B                    6.5           4.0
                               Overcollateralization      4.0
                                                        100.0%


                                   Stepdown Date

                                   Stepdown Date is the earlier to occur of (i)
                                   the later of (x) the Distribution Date in
                                   December 2000 and (y) when credit enhancement
                                   reaches its target level and (ii) when the
                                   Class A Certificates are retired in full.

                                   Trigger Events
                                      [To be finalized with the rating agencies]


AVERAGE LIFE SENSITIVITY (TO CALL)
<TABLE>
<CAPTION>
                                                         CPR

                                              0%          15%          20%         25%         30%         35%         40%
                         Avg.Life(yrs.)/
                         Expected final
                         (mos.)
                         CLASS
                         <S>                 <C>        <C>         <C>          <C>         <C>         <C>         <C>
                         Class A-1          20.09/      4.42/1       3.28/1      2.55/9      2.02/       1.60/       1.25/
                                              348         60           20           4          76          64          54
                         Class A-2          20.07/      4.41/1       3.28/1      2.55/9      2.02/       1.60/       1.25/
                                              348         60           20           4          76          64          54
                         Class M-1          27.10/      8.73/1       6.49/1      5.21/9      4.57/       4.41/       4.42/
                                              348         60           20           4          76          64          54
                         Class M-2          27.10/      8.73/1       6.49/1      5.17/9      4.42/       4.03/       3.87/
                                              348         60           20           4          76          64          54
                         Class B            27.09/      8.71/1       6.48/1      5.14/9      4.34/       3.87/       3.58/
                                              348         60           20           4          76          64          54
</TABLE>


AVERAGE LIFE SENSITIVITY (TO MATURITY)
<TABLE>
<CAPTION>
                                                         CPR

                                                0%          15%          20%         25%          30%         35%          40%
                       --
                         Avg.Life
                          (yrs.)/
                         Expected
                          final
                         (mos.)
                         CLASS
                          <S>                 <C>        <C>          <C>         <C>          <C>          <C>         <C>
                         Class A-1            20.13/3    4.76/3       3.56/2      2.78/2       2.21/1      1.75/1       1.35/1
                                                 59        14           59          10           73          45           23
                         Class A-2            20.11/3    4.76/3       3.56/2      2.78/2       2.21/1      1.75/1       1.35/1
                                                 59        14           59          10           73          45           23
                         Class M-1            27.19/3    9.56/2       7.17/2      5.76/1       5.03/1      4.78/1       5.07/1
                                                 58        74           16          72           41          18           00
                         Class M-2            27.18/3    9.44/2       7.06/1      5.63/1       4.80/1      4.34/1       4.14/9
                                                 57        52           96          55           27          06           0
                         Class B              27.14/3    9.00/2       6.70/1      5.32/1       4.49/1      3.99/8       3.68/7
                                                 54        06           57          24           01          4            1
</TABLE>
<PAGE>
                                   MORTGAGE LOAN CHARACTERISTICS

                                   The following summarizes the characteristics
                                   of the Mortgage Loans (percentages are based
                                   on the aggregate Scheduled Principal Balances
                                   as of November 1, 1997)

                 Aggregate Current Principal Balances       $300,096,194.01
                 Average Current Principal Balances             $148,709.71
                 Range of Current Principal Balances  $22,329.60 - $675,000.00
                 Average Original Principal Balances            $148,827.29
                 Range of Original Principal Balances     Min -  $22,350.00
                                                          Max - $675,000.00
                 Mortgage Interest Rates
                 Weighted Average By Type of Index
                   Six Month LIBOR                             8.555%
                   2/28/LIBOR                                  9.253%
                   1/29/LIBOR                                  8.762%
                 Gross Margin Range
                   Six Month LIBOR                             3.375% - 6.875%
                   2/28/LIBOR                                  3.375% - 7.500%
                   1/29/LIBOR                                  3.500% - 8.000%

                 Current Weighted Average                      9.129%
                 Mortgage Interest Rate
                 Range of Current Mortgage                     6.625% - 12.750%
                 Interest Rates
                 Weighted Average Gross Margin                 5.003%
                 Range of Gross Margin                         3.375% - 8.000%
                 Weighted Average Maximum
                 Lifetime Mortgage Interest Rate               15.129%
                 Range of Maximum Lifetime                     12.625% - 18.750%
                 Mortgage Interest Rates
                 Weighted Average Lifetime                      9.129%
                 Minimum Mortgage Interest Rate
                 Range of Minimum Lifetime                     6.625% - 12.750%
                 Mortgage Interest Rates
                 Weighted Average                              78.9%
                 Loan-to-Value Ratio
                 Weighted Average Original                     360
                 Amortization Term
                 Weighted Average Remaining                    359
                 Amortization Term
                 Weighted Average Initial                      2.720%
                 Periodic Cap
                 Range of Initial Periodic Cap                 1.00%-3.00%
                 Weighted Average Periodic Cap                 1.00%
                 Weighted Average Months to                    19.66
                 Interest Roll
                 Range of Months to Interest Roll              1-25
                 Weighted Average Interest                     6
                 Roll Frequency
                 Weighted Average FICO Score                   631 *
                 Range of FICO Score                           439 - 802
                 Mortgaged Premises
                 Single-family dwellings                       76.24%
                 Planned unit development                      14.57%
                 Two-to-four family dwellings                   2.58%
                 Manufactured Homes                             0.49%
                 Condominiums                                   6.12%
                 Max Zip Code Concentration (%)                 0.79%
                 Max Zip Code Concentration (zip)               95023
                 Max Zip Code Concentration (state)             CA

                  * Excluding 19 loans which do not have an
                    available score.
<PAGE>





                   MORTGAGE LOAN CHARACTERISTICS - SUB-POOL I

                                   The following summarizes the characteristics
                                   of the Mortgage Loans (percentages are based
                                   on the Sub-Pool I Scheduled Principal
                                   Balances as of November 1, 1997)

               Aggregate Current Principal Balances        $138,884,976.92
               Average Current Principal Balances              $134,578.47
               Range of Current Principal Balances       $75,120.00-$213,988.45
               Average Original Principal Balances             $134,673.85
               Range of Original Principal Balances      $75,120.00-$214,200.00
               Mortgage Interest Rates
                 Weighted Average By Type of Index
                   Six Month LIBOR                            8.445%
                   2/28/LIBOR                                 9.276%
                   1/29/LIBOR                                 8.814%
               Gross Margin Range
                   Six Month LIBOR                            3.375% - 6.750%
                   2/28/LIBOR                                 3.375% - 7.375%
                   1/29/LIBOR                                 3.500% - 7.125%

               Current Weighted Average Mortgage
                Interest Rate                                 9.162%
               Range of Current Mortgage Interest Rates       6.625% - 12.375%
               Weighted Average Gross Margin                  5.005%
               Range of Gross Margin                          3.375% - 7.375%
               Weighted Average Maximum Lifetime
                Mortgage Interest Rate                        15.162%
               Range of Maximum Lifetime Mortgage
                Interest Rates                                12.625%
               Weighted Average Lifetime Minimum
                Mortgage Interest Rate                         9.162%
               Range of Minimum Lifetime Mortgage              
                Interest Rates                                 6.625% - 12.375%
               Weighted Average Loan-to-Value Ratio            79.6%
               Weighted Average Original
                Amortization Term                              360
               Weighted Average Remaining
                Amortization Term                              359
               Weighted Average Initial Periodic Cap           2.739%
               Range of Initial Periodic Cap                   1.0% - 3.0%
               Weighted Average Periodic Cap                   1.0%
               Weighted Average Months to Interest Roll        19.98
               Range of Months to Interest Roll                2-25
               Weighted Average Interest Roll Frequency        6
               Weighted Average FICO Score                     633
               Range of FICO Score                             502 - 802
               Mortgaged Premises
                Single-family dwellings                        100%
               Max Zip Code Concentration (%)                  0.91%
               Max Zip Code Concentration (zip)                95023
               Max Zip Code Concentration (state)              CA
<PAGE>
                    MORTGAGE LOAN CHARACTERISTICS - SUB-POOL
II

                                   The following summarizes the characteristics
                                   of the Mortgage Loans (percentages are based
                                   on the Sub-Pool II Scheduled Principal
                                   Balances as of November 1, 1997)

               Aggregate Current Principal Balances          $161,211,217.09
               Average Current Principal Balances                $163,500.22
               Range of Current Principal Balances   $22,329.60 - $675,000.00
               Average Original Principal Balances                $163,641.03
               Range of Original Principal Balances  $22,350.00 - $675,000.00
               Mortgage Interest Rates
                Weighted Average By Type of Index
                 Six Month LIBOR                              8.651%
                 2/28/LIBOR                                   9.232%
                 1/29/LIBOR                                   8.725%
               Gross Margin Range
                 Six Month LIBOR                              4.000% - 6.875%
                 2/28/LIBOR                                   3.375% - 7.500%
                 1/29/LIBOR                                   3.500% - 8.000%

               Current Weighted Average Mortgage
                Interest Rate                                 9.101%
               Range of Current Mortgage Interest Rates       6.625% - 12.750%
               Weighted Average Gross Margin                  5.000%
               Range of Gross Margin                          3.375% - 8.000%
               Weighted Average Maximum Lifetime
                Mortgage Interest Rate                        15.101%
               Range of Maximum Lifetime                      
                Mortgage Interest Rates                       12.625% - 18.750%
               Weighted Average Lifetime Minimum              
               Mortgage Interest Rate                         9.101%
               Range of Minimum Lifetime                      
               Mortgage Interest Rates                        6.625% - 12.750%
               Weighted Average Loan-to-Value Ratio           78.3%
               Weighted Average Original Amortization Term    360
               Weighted Average Remaining Amortization Term   359
               Weighted Average Initial Periodic Cap          2.703%
               Range of Initial Periodic Cap                  1%-3%
               Weighted Average Periodic Cap                  1.0%
               Weighted Average Months to Interest Roll       19.38
               Range of Months to Interest Roll               1-24
               Weighted Average Interest Roll Frequency       6
               Weighted Average FICO Score                    630*
               Range of FICO Score                            439 - 794
               Mortgaged Premises
                Single-family dwellings                       55.75%
                Planned unit developments                     27.13%
                Two-to-four family dwellings                  4.81%
                Manufactured Homes                            0.91%
                Condominiums                                  11.40%
               Max Zip Code Concentration (%)                 1.18%
               Max Zip Code Concentration (zip)               92688
               Max Zip Code Concentration (state)             CA

                    * Excluding 19 loans which do not have an
                                   available score.
<PAGE>
THE MORTGAGE LOAN POOL

General:                           All the Mortgage Loans will be originated or
                                   acquired by the Seller generally in
                                   accordance with its mortgage loan program as
                                   described in the Prospectus Supplement. As a
                                   general matter, the Mortgage Loan Seller's
                                   underwriting standards are primarily intended
                                   to assess the ability and willingness of the
                                   borrower to repay the debt and to evaluate
                                   the adequacy of the mortgaged property as
                                   collateral for the mortgage loan. All of the
                                   Mortgage Loans were underwritten with a view
                                   toward the resale thereof in the secondary
                                   mortgage market. The Mortgage Loan Seller
                                   considers, among other things, a mortgagor's
                                   credit history, repayment ability and debt
                                   service to income ratio, as well as the
                                   value, type and use of the mortgaged
                                   property.

                                   The Mortgage Loans generally bear higher
                                   rates of interest than mortgage loans that
                                   are originated in accordance with FNMA and
                                   FHLMC standards, and may experience rates of
                                   delinquencies and foreclosures that are
                                   higher, and that may be substantially higher,
                                   than those experienced by portfolios of
                                   mortgage loans underwritten in a more
                                   traditional manner.

                                   Substantially all of the Mortgage Loans
                                   originated by the Mortgage Loan Seller are
                                   based on loan application packages submitted
                                   through mortgage brokerage companies.

Underwriting Standards:            The Mortgage Loan Seller has two underwriting
                                   programs, the Standard Program and the Direct
                                   Access Program and three documentation
                                   programs within each, the Full Documentation
                                   Program, the Limited Income Verification
                                   Program ("LIV") and the No Income
                                   Verification Program ("NIV"). The mortgage
                                   loan programs utilize various risk categories
                                   to grade the likelihood that the applicant
                                   will satisfy the repayment conditions of the
                                   loan. These risk categories establish the
                                   maximum permitted LTV and loan amount, given
                                   the occupancy status of the mortgaged
                                   property and the applicant's credit history
                                   and Debt Ratio. Under the Standard Program,
                                   the risk categories are defined by letter
                                   grade, A1, A-, B, C and D. The Direct Access
                                   Program, in contrast, makes use of Credit
                                   Bureau Risk Scores. A Credit Bureau Risk
                                   Score is a statistical ranking of likely
                                   future credit performance developed the Fair,
                                   Isaac & Company and the three national credit
                                   repositories -- Equifax, Trans Union and
                                   Experion (formerly TRW). The Credit Bureau
                                   Risk Scores available from the three national
                                   credit repositories are calculated by the
                                   assignment of weightings to the most
                                   predictive data collected by the credit
                                   repositories and range from the 400s to the
                                   800s. The Credit Bureau Risk Score is used as
                                   an aid to, not a substitute for, the
                                   underwriter's judgment.

                                   The Credit Bureau Risk Score, along with LTV,
                                   is an important tool in assessing the
                                   creditworthiness of a Direct Access borrower.
                                   However, these two factors are not the only
                                   considerations in underwriting a Direct
                                   Access loan. The Mortgage Loan Seller's
                                   underwriting staff fully reviews each Direct
                                   Access loan to determine whether the Mortgage
                                   Loan Seller's guidelines for income, assets,
                                   employment and collateral are met. The
                                   Mortgage Loan Seller's guidelines under the
                                   direct Access Program generally have the
                                   following criteria for borrower eligibility
                                   for the specified Credit Bureau Risk Score
                                   range:

                                   "* 620": collections, charge-offs, or
                                   judgments not affecting title with individual
                                   balances of $1,000 or less may remain open
                                   after the funding of the loan unless the time
                                   elapsed since the collection, charge-off, or
                                   judgment exceeds three years. No liens or
                                   judgments affecting title may remain open
                                   after the funding of the loan. The maximum
                                   LTV of 90% is permitted for owner occupied
                                   single family property. The maximum LTV
                                   generally is reduced by 5% on a mortgaged
                                   property consisting of 2-4 units and
                                   condominium properties and reduced by 5-10%
                                   on properties with rural characteristics.
                                   LTVs for non-owner occupied properties and
                                   second homes are limited to 80%. The Debt
                                   Ratio generally may not exceed 50% or, if the
                                   LTV does not exceed 80% the Debt Ratio may
                                   not exceed 60%.

                                   "600-619": collections, charge-offs, or
                                   judgments not affecting title with individual
                                   balances of $1,000 or less may remain open
                                   after the funding of the loan unless the time
                                   elapsed since the collection, charge-off, or
                                   judgment exceeds three years. No liens or
                                   judgments affecting title may remain open
                                   after the funding of the loan. A maximum LTV
                                   of 90% is permitted for a purchase,
                                   rate/term, or debt consolidation transaction
                                   and 85% for a cash-out transaction on an
                                   owner occupied single family property. The
                                   maximum LTV generally is reduced by 5% on a
                                   mortgaged property consisting of 2-4 units
                                   and condominium properties and reduced by
                                   5-10% on properties with rural
                                   characteristics. LTVs for non-owner occupied
                                   properties and second homes are limited to
                                   80%. The Debt Ratio generally may not exceed
                                   55% or, if the LTV does not exceed 75% the
                                   Debt Ratio may not exceed 60%.

                                   "570-599": collections, charge-offs, or
                                   judgments not affecting title with individual
                                   balances of $1,500 or less may remain open
                                   after the funding of the loan unless the time
                                   elapsed since the collection, charge-off, or
                                   judgment exceeds two years. No liens or
                                   judgments affecting title may remain open
                                   after the funding of the loan. A maximum LTV
                                   of 85% is permitted for a purchase,
                                   rate/term, or debt consolidation transaction
                                   and 80% for a cash-out transaction on an
                                   owner occupied single family property. The
                                   maximum LTV generally is reduced by 5% on a
                                   mortgaged property consisting of 2-4 units
                                   and condominium properties and reduced by
                                   5-10% on properties with rural
                                   characteristics. LTVs for non-owner occupied
                                   properties are limited to 70% and second
                                   homes are limited to 75%. Generally, Debt
                                   Ratios must be 50% or less, but this may
                                   increase to 55% and 60% at reduced LTVs. Debt
                                   Ratios greater than 55% require a
                                   predetermined minimum monthly gross income.

                                   "550-569": Collections, charge-offs, or
                                   judgments not affecting title with individual
                                   balances of $2,500 or less may remain open
                                   after the funding of the loan unless the time
                                   elapsed since the collection, charge-off, or
                                   judgment exceeds 12 months. No liens or
                                   judgments affecting title may remain open
                                   after the funding of the loan. A maximum LTV
                                   of 80% is permitted for a purchase,
                                   rate/term, or debt consolidation transaction
                                   and 75% for a cash-out transaction on an
                                   owner occupied single family property. The
                                   maximum LTV generally is reduced by 5% on a
                                   mortgaged property consisting of 2-4 units
                                   and condominium properties and reduced by
                                   5-10% on properties with rural
                                   characteristics. LTVs for non-owner occupied
                                   properties and second homes are limited to
                                   65%. Debt Ratios must be 60% or less. Debt
                                   Ratios greater than 55% require a
                                   predetermined minimum monthly gross income.
                                   The Mortgage Loan Seller's guidelines under
                                   the Standard Program generally have the
                                   following categories and criteria for grading
                                   the potential likelihood that an applicant
                                   will satisfy the repayment obligations of a
                                   mortgage loan:

                                   "A1": Within the A1 risk category, the
                                   applicant must have demonstrated steady
                                   employment over the last two years. The
                                   applicant must have generally repaid
                                   installment and revolving debt according to
                                   its terms with a maximum of 25% of total
                                   credit no more than 30 days delinquent in the
                                   past 12 months. A maximum of one 30- day late
                                   payment and no 60-day late payments within
                                   the last 12 months are permitted on an
                                   existing mortgage loan for LTVs up to and
                                   including 80% (no 30 day late payments are
                                   permitted for LTVs greater than 80%).
                                   Collections, charge-offs, or judgments not
                                   affecting title with individual balances of
                                   $500 of less may remain open after the
                                   funding of the loan. No liens or judgments
                                   affecting title to the property may remain
                                   open after the funding of the loan. No
                                   bankruptcy, discharge or notice of default
                                   filings may have occurred during the
                                   preceding three years. The mortgaged property
                                   must be in at least average condition. A
                                   maximum LTV of 90% is permitted for an owner
                                   occupied single family property. The maximum
                                   LTV generally is reduced by 5% on a mortgaged
                                   property consisting of two-to-four units and
                                   condominium properties and reduced by 5-10%
                                   on properties with rural characteristics.
                                   LTVs for non-owner occupied properties and
                                   second homes are limited to 80%. The Debt
                                   Ratio generally may not exceed 45%.

                                   "A-": Within the A- risk category, the
                                   applicant must have demonstrated steady
                                   employment over the last two years. The
                                   applicant generally must have repaid
                                   installment and revolving debt according to
                                   its terms with a maximum of 50% of total
                                   credit no more than 30 days delinquent in the
                                   last 12 months, except for isolated minor
                                   occurrences up to 60 days delinquent. A
                                   maximum of two 30-day late payments within
                                   the last 12 months are permitted on an
                                   existing mortgage loan. Collections,
                                   charge-offs, or judgments not affecting title
                                   with balances of $1,000 or less may remain
                                   open after the funding of the loan unless the
                                   time elapsed since the occurrence exceeds
                                   three years. No liens or judgments affecting
                                   title to the property may remain open. No
                                   bankruptcy discharge may have occurred during
                                   the preceding two years while no notice of
                                   default filing may have occurred during the
                                   preceding three years. The mortgage property
                                   must be in at least average condition. A
                                   maximum LTV of 90% is permitted for a
                                   purchase and 85% for a refinance mortgage
                                   loan on an owner occupied single family
                                   property. The maximum LTV generally is
                                   reduced by 5% on a mortgaged property
                                   consisting of two-to-four units and
                                   condominium properties and reduced by 5-10%
                                   on properties with rural characteristics.
                                   LTVs for non-owner occupied properties
                                   generally are limited to 80% purchase, 75%
                                   refinance, and second homes are limited to
                                   80% purchase or refinance. Generally, the
                                   Debt Ratio may not exceed 47%, however, this
                                   may be allowed to increase to 55% based on
                                   reduced LTVs. Debt Ratios greater than 50%
                                   require a predetermined minimum monthly gross
                                   income.

                                   "B": Within the B risk category, the
                                   applicant must have demonstrated steady
                                   employment over the last two years. The
                                   applicant must have generally repaid
                                   installment and revolving debt according to
                                   its terms with a maximum of one 90-day late
                                   payment permitted on any account in the last
                                   12 months. A maximum of four 30- day late
                                   payments and no 60-day late payments, or
                                   three 30-day late payments and one 60-day
                                   late payment within the last 12 months are
                                   permitted on an existing mortgage loan. No
                                   bankruptcy, discharge or notice of default
                                   filings may have occurred during the
                                   preceding two years. For LTVs of 75% and
                                   less, the bankruptcy may have been discharged
                                   at least 12 months (instead of 24 months).
                                   Collections, charge-offs, or judgments not
                                   affecting title with balances of $1,500 or
                                   less may remain open after the funding of the
                                   loan unless the time elapsed since the
                                   occurrence exceeds two years. No liens or
                                   judgments affecting title to the property may
                                   remain open after the funding of the loan.
                                   The mortgaged property must be in at least
                                   average condition. A maximum LTV of 80% is
                                   permitted for an owner occupied single family
                                   property. The maximum LTV generally is
                                   reduced by 5% on a mortgaged property
                                   consisting of two-to-four units and
                                   condominium properties and reduced by 5-10%
                                   on properties with rural characteristics.
                                   LTVs for non-owner occupied properties
                                   generally are limited to 70% and second homes
                                   are limited to 75%. Generally, the Debt Ratio
                                   must be 50% or less, but this may increase to
                                   60% at reduced LTVs. Debt Ratios greater than
                                   50% require a predetermined minimum monthly
                                   gross income.

                                   "C": Within the C risk category, the
                                   applicant must have demonstrated steady
                                   employment over the last 12 months. The
                                   applicant may have experienced significant
                                   credit problems in the past. Consumer credit
                                   derogatory items may not exceed one 120-day
                                   delinquent on any account in the last 12
                                   months. A maximum of six 30-day, two 60-day,
                                   and one 90-day late payments within the last
                                   12 months are permitted on an existing
                                   mortgage loan. An existing mortgage loan is
                                   not required to be current at the time the
                                   application is submitted, however, an
                                   existing mortgage loan can be no more than 90
                                   days delinquent at the time of loan closing.
                                   No notice of foreclosure filing may have
                                   occurred during the preceding 12 months. For
                                   LTVs of greater than 70%, no bankruptcy
                                   filing or discharge may have occurred during
                                   the preceding 12 months. For LTVs of 70% or
                                   less, any Chapter 7 bankruptcy must have been
                                   discharged prior to loan closing; however, a
                                   Chapter 13 may be paid at closing provided a
                                   mortgage pay history reflects no more than
                                   two 30-day late payments since the bankruptcy
                                   filing and the payments to the bankruptcy
                                   trustee have been made timely. Collections,
                                   charge-offs, or judgments not affecting title
                                   with balances of $2,500 or less may remain
                                   open after the funding of the loan unless the
                                   time elapsed since the occurrence exceeds two
                                   years. No liens or judgments affecting title
                                   to the property may remain open after the
                                   funding of the loan. The mortgaged property
                                   must be in at least average condition. A
                                   maximum LTV of 80% is permitted for an owner
                                   occupied single family property, while 65%
                                   LTV is permitted for non-owner occupied
                                   properties or second homes. The maximum LTV
                                   generally is reduced by 5% on a mortgaged
                                   property consisting of two-to-four units and
                                   reduced by 5-10% on properties with rural
                                   characteristics. LTVs for condominium units
                                   generally are restricted to 70% LTV.
                                   Generally, the Debt Ratio must be 55% or
                                   less, but this may increase to 60% at reduced
                                   LTVs. Debt Ratios greater than 50% require a
                                   predetermined minimum monthly gross income.

                                   "D": Within the D risk category, the
                                   applicant may have experienced significant
                                   credit problems in the past. An existing
                                   mortgage loan is not required to be current
                                   at the time the application is submitted,
                                   however, an existing mortgage loan can be no
                                   more than 120 days delinquent at the time of
                                   loan closing. Notice of foreclosure filings
                                   must be consummated prior to loan closing. An
                                   open Notice of Default (NOD) may be paid
                                   through loan proceeds on an owner occupied
                                   primary residence only to a maximum 65% LTV.
                                   Any Chapter 7 bankruptcy must have been
                                   discharged prior to loan closing; however, a
                                   Chapter 13 bankruptcy may be paid at closing
                                   provided a mortgage pay history reflects no
                                   more than four 30-day late payments since the
                                   bankruptcy filing and the payments to the
                                   bankruptcy trustee have been made timely.
                                   Collections, charge-offs, or judgments not
                                   affecting title may remain open after the
                                   funding of the loan. All liens and judgments
                                   affecting title to the property must be paid
                                   in full at closing. The mortgaged property
                                   must be in at least average condition. A
                                   maximum LTV of 70% is permitted for an owner
                                   occupied single family property only. The
                                   maximum LTV generally is reduced by 5% on a
                                   mortgaged property consisting of two-to-four
                                   units and condominium properties. Generally,
                                   the Debt Ratio may not exceed 60%. Debt
                                   Ratios greater than 50% require a
                                   predetermined minimum monthly gross income.

                                   For all of the above, collections,
                                   charge-offs, judgments and liens not
                                   affecting title may remain open for LTVs *
                                   75%.


Prospectus:                        The Certificates are being offered pursuant
                                   to a Prospectus which includes a Prospectus
                                   Supplement (together, the "Prospectus").
                                   Complete information with respect to the
                                   Certificates and the Collateral is contained
                                   in the Prospectus. The foregoing is qualified
                                   in its entirety by the information appearing
                                   in the Prospectus. To the extend that the
                                   foregoing is inconsistent with the
                                   Prospectus, the Prospectus shall govern in
                                   all respects. Sales of the Certificates may
                                   not be consummated unless the purchaser has
                                   received the Prospectus.
<PAGE>
                        PRINCIPAL BALANCES AT ORIGINATION

                                                                        % OF
                                                      AGGREGATE       AGGREGATE
                                          NUMBER       ORIGINAL       ORIGINAL
RANGE OF ORIGINATION DATE PRINCIPAL      OF LOANS     PRINCIPAL       PRINCIPAL
BALANCES
$     0.01-  25,000.00                      4          $ 95,750          0.03
 25,000.01-  50,000.00                     68         2,845,140          0.95
 50,000.01-  75,000.00                    223        14,401,525          4.80
 75,000.01- 100,000.00                    312        27,521,828          9.16
100,000.01- 125,000.00                    308        34,742,114         11.57
125,000.01- 150,000.00                    317        43,308,486         14.42
150,000.01- 175,000.00                    207        33,535,354         11.17
175,000.01- 200,000.00                    189        35,452,763         11.80
200,000.01- 225,000.00                    112        23,690,832          7.89
225,000.01- 250,000.00                     71        16,917,411          5.63
250,000.01- 275,000.00                     53        13,917,374          4.63
275,000.01- 300,000.00                     45        12,978,075          4.32
300,000.01- 325,000.00                     30         9,359,968          3.12
325,000.01- 350,000.00                     26         8,827,900          2.94
350,000.01- 375,000.00                     17         6,150,900          2.05
375,000.01- 400,000.00                     10         3,893,250          1.30
400,000.01- 425,000.00                      5         2,071,000          0.69
425,000.01- 450,000.00                      3         1,320,000          0.44
450,000.01- 500,000.00                     10         4,730,250          1.57
500,000.01- 550,000.00                      4         2,096,750          0.70
550,000.01- 600,000.00                      2         1,156,800          0.39
600,000.01- 650,000.00                      1           645,000          0.21
650,000.01- 700,000.00                      1           675,000          0.22
                                        -----     -------------       --------
Total                                   2,018      $300,333,470        100.00%
<PAGE>
                    PRINCIPAL BALANCES AS OF THE CUT-OFF DATE

                                               AGGREGATE      % OF AGGREGATE
                                                PRINCIPAL       PRINCIPAL
                                                  BALANCE        BALANCE
                                               OUTSTANDING AS  OUTSTANDING AS
                                    NUMBER       OF THE               OF
RANGE OF CUT-OFF DATE PRINICPAL     OF LOANS   CUT-OFF DATE    THE CUT-OFF DATE
BALANCES
$0.01     -  25,000.00                4            $ 95,672          0.03
 25,000.01-  50,000.00               68           2,842,876          0.95
 50,000.01-  75,000.00              223          14,389,556          4.79
 75,000.01- 100,000.00              312          27,503,008          9.16
100,000.01- 125,000.00              309          34,839,119          11.61
125,000.01- 150,000.00              316          43,146,673          14.38
150,000.01- 175,000.00              207          33,508,172          11.17
175,000.01- 200,000.00              189          35,432,478          11.81
200,000.01- 225,000.00              112          23,675,116          7.89
225,000.01- 250,000.00               71          16,905,959          5.63
250,000.01- 275,000.00               53          13,908,842          4.63
275,000.01- 300,000.00               45          12,952,027          4.32
300,000.01- 325,000.00               30           9,353,320          3.12
325,000.01- 350,000.00               26           8,821,945          2.94
350,000.01- 375,000.00               17           6,147,175          2.05
375,000.01- 400,000.00               10           3,890,496           1.3
400,000.01- 425,000.00                5           2,069,555          0.69
425,000.01- 450,000.00                3           1,317,846          0.44
450,000.01- 500,000.00               10           4,725,745          1.57
500,000.01+                           8           4,570,614          1.52
                                  -----        ------------        ------
Total                             2,018        $300,096,194        100.00%
<PAGE>
                                 PROPERTY TYPES

                                               AGGREGATE      % OF AGGREGATE
                                                PRINCIPAL       PRINCIPAL
                                                  BALANCE        BALANCE
                                               OUTSTANDING AS  OUTSTANDING AS
                                    NUMBER       OF THE               OF
PROPERTY TYPE                      OF LOANS    CUT-OFF DATE   THE CUT-OFF DATE

Single Family                       1,562      $228,771,339         76.24
Planned Unit Development              252        43,737,393         14.57
Deminimus PUD                           0                 0             0
Condo                                 141        18,376,779          6.12
Two- to Four-Family                    47         7,747,013          2.58
Manufactured Housing                   16         1,463,670          0.49

Total                               2,018      $300,096,194        100.00%
<PAGE>
                                                    OCCUPANCY STATUS

                                               AGGREGATE      % OF AGGREGATE
                                                PRINCIPAL       PRINCIPAL
                                                  BALANCE        BALANCE
                                               OUTSTANDING AS  OUTSTANDING AS
                                    NUMBER       OF THE               OF
OCCUPANCY                          OF LOANS    CUT-OFF DATE   THE CUT-OFF DATE

Non Owner-Occupied                  115        $ 11,067,183           3.69
Owner-Occupied                    1,903         289,029,011          96.31
                                  -----        ------------         --------
Total                             2,018        $300,096,194         100.00%
<PAGE>
                      MORTGAGE RATES AS OF THE CUT-OFF DATE

                                               AGGREGATE      % OF AGGREGATE
                                                PRINCIPAL       PRINCIPAL
                                                  BALANCE        BALANCE
                                               OUTSTANDING AS  OUTSTANDING AS
                                    NUMBER       OF THE               OF
RANGE OF MORTGAG RATES             OF LOANS    CUT-OFF DATE   THE CUT-OFF DATE

 6.500- 6.999                           5         $ 1,328,906        0.44
 7.000- 7.499                           7           1,310,275        0.44
 7.500- 7.999                          91          16,169,979        5.39
 8.000- 8.499                         296          47,204,353       15.73
 8.500- 8.999                         512          78,715,586       26.23
 9.000- 9.499                         358          51,654,295       17.21
 9.500- 9.999                         411          61,540,350       20.51
10.000-10.499                         162          21,596,416        7.20
10.500-10.999                         106          12,574,267        4.19
11.000-11.499                          38           4,753,517        1.58
11.500-11.999                          19           2,161,558        0.72
12.000-12.499                           8             777,663        0.26
12.500-12.999                           5             309,029        0.10
                                    -----        -------------     -------
Total                               2,018        $300,096,194      100.00%
<PAGE>
                          ORIGINAL LOAN-TO-VALUE RATIOS

                                               AGGREGATE      % OF AGGREGATE
                                                PRINCIPAL       PRINCIPAL
                                                  BALANCE        BALANCE
                                               OUTSTANDING AS  OUTSTANDING AS
                                    NUMBER       OF THE               OF
RANGE OF ORIGINAL LOAN-TO-VALUE    OF LOANS    CUT-OFF DATE   THE CUT-OFF DATE
RATIOS

10.01-20.00                            1          $ 74,955           0.02
20.01-30.00                            7           389,780           0.13
30.01-40.00                            9           477,955           0.16
40.01-50.00                           28         2,543,629           0.85
50.01-60.00                           81         9,447,003           3.15
60.01-70.00                          237        31,296,638          10.43
70.01-80.00                        1,159       173,585,353          57.84
80.01-90.00                          496        82,280,881          27.42
                                  ------      ------------          ------
Total                              2,018      $300,096,194          100.00%
<PAGE>
               GEOGRAPHIC DISTRIBUTION OF THE MORTGAGED PROPERTIES

                                               AGGREGATE      % OF AGGREGATE
                                                PRINCIPAL       PRINCIPAL
                                                  BALANCE        BALANCE
                                               OUTSTANDING AS  OUTSTANDING AS
                                    NUMBER       OF THE               OF
STATE                              OF LOANS    CUT-OFF DATE   THE CUT-OFF DATE

Alabama                                 5           $ 549,346          0.18
Arizona                                92           9,961,491          3.32
California                          1,068         184,642,658         61.52
Colorado                               85          10,722,658          3.57
Florida                                 3             205,821          0.07
Georgia                                 1              78,237          0.03
Idaho                                   9             980,883          0.33
Illinois                               11           2,062,793          0.69
Indiana                                 6             420,881          0.14
Michigan                               23           2,329,602          0.78
Minnesota                               1             109,600          0.04
Montana                                 1              63,977          0.02
New Mexico                             40           4,989,721          1.66
Nevada                                 43           4,820,144          1.61
Ohio                                    6             654,026          0.22
Oregon                                232          28,005,651          9.33
Utah                                  179          22,580,134          7.52
Washington                            200          25,665,968          8.55
Wisconsin                              13           1,252,603          0.42
                                    -----        ------------        -------
Total                               2,018        $300,096,194        100.00%
<PAGE>
                      PURPOSE OF THE MORTGAGE LOAN PROGRAMS

                                               AGGREGATE      % OF AGGREGATE
                                                PRINCIPAL       PRINCIPAL
                                                  BALANCE        BALANCE
                                               OUTSTANDING AS  OUTSTANDING AS
                                    NUMBER       OF THE               OF
LOAN PURPOSE                       OF LOANS    CUT-OFF DATE   THE CUT-OFF DATE

Cashout                              534       $ 71,376,686         23.79
Purchase                           1,185        182,585,821         60.84
Refinance                            299         46,133,687         15.37
                                   -----       ------------        ------
Total                              2,018       $300,096,194        100.00%
<PAGE>
                             MORTGAGE LOAN PROGRAMS


                                               AGGREGATE      % OF AGGREGATE
                                                PRINCIPAL       PRINCIPAL
                                                  BALANCE        BALANCE
                                               OUTSTANDING AS  OUTSTANDING AS
                                    NUMBER       OF THE               OF
DOCUMENTATION                      OF LOANS    CUT-OFF DATE   THE CUT-OFF DATE

Full Documentation Program         1,690        $251,724,435         83.88
Limited Income Verification           66          10,219,613          3.41
No Income Verification               262          38,152,146         12.71
                                     ---         ----------         ------
Total                              2,018        $300,096,194        100.00%
<PAGE>
                          MORTGAGE LOAN RISK CATEGORIES

                                               AGGREGATE      % OF AGGREGATE
                                                PRINCIPAL       PRINCIPAL
                                                  BALANCE        BALANCE
                                               OUTSTANDING AS  OUTSTANDING AS
                                    NUMBER       OF THE               OF
RISK CATEGORIES                    OF LOANS    CUT-OFF DATE   THE CUT-OFF DATE

Direct Access                      1,299        $196,093,393          65.34
A1                                   200          33,988,418          11.33
A-                                   231          36,186,329          12.06
B                                    143          18,517,167          6.17
C                                    106          11,293,339          3.76
D                                     39           4,017,548          1.34
                                     --           ----------         -------
Total                              2,018        $300,096,194         100.00%
<PAGE>
                CREDIT BUREAU RISK SCORE FOR DIRECT ACCESS LOANS

                                               AGGREGATE      % OF AGGREGATE
                                                PRINCIPAL       PRINCIPAL
                                                  BALANCE        BALANCE
                                               OUTSTANDING AS  OUTSTANDING AS
                                    NUMBER       OF THE               OF
CREDIT BUREAU RISK SCORE           OF LOANS    CUT-OFF DATE   THE CUT-OFF DATE

541 -    560                          11         $ 1,622,225         0.83
561 -    580                          57           7,600,180         3.88
581 -    600                          86          11,892,314         6.06
601 -    620                         192          28,721,943        14.65
621 -    640                         231          36,875,113        18.8
641 -    660                         246          38,385,480        19.58
661 -    680                         181          28,675,067        14.62
681 -    700                          98          14,214,905         7.25
701 -    720                          74          10,288,722         5.25
721 -    740                          53           7,555,909         3.85
741 -    760                          45           6,785,333         3.46
761 -    780                          14           2,170,138         1.11
781 -    800                           9           1,122,331         0.57
801 -    820                           2             183,733         0.09
                                       -            --------         ----
Total                               1,299       $196,093,393       100.00%
<PAGE>
                             MAXIMUM MORTGAGE RATES

                                               AGGREGATE      % OF AGGREGATE
                                                PRINCIPAL       PRINCIPAL
                                                  BALANCE        BALANCE
                                               OUTSTANDING AS  OUTSTANDING AS
                                    NUMBER       OF THE               OF
MAXIMUM MORTGAGE RATE              OF LOANS    CUT-OFF DATE   THE CUT-OFF DATE

 12.500-12.999                         5         $ 1,328,906          0.44
 13.000-13.499                         7           1,310,275          0.44
 13.500-13.999                        91          16,169,979          5.39
14.000- 14.499                       296          47,204,353         15.73
14.500- 14.999                       512          78,715,586         26.23
15.000- 15.499                       358          51,654,295         17.21
 15.500-15.999                       411          61,540,350         20.51
16.000- 16.499                       162          21,596,416          7.20
 16.500-16.999                       106          12,574,267          4.19
 17.000-17.499                        38           4,753,517          1.58
17.500- 17.999                        19           2,161,558          0.72
 18.000-18.499                         8             777,663          0.26
18.500- 18.999                         5             309,029          0.1
                                       -            --------
Total                              2,018        $300,096,194        100.00%
<PAGE>
                             MINIMUM MORTGAGE RATES

                                               AGGREGATE      % OF AGGREGATE
                                                PRINCIPAL       PRINCIPAL
                                                  BALANCE        BALANCE
                                               OUTSTANDING AS  OUTSTANDING AS
                                    NUMBER       OF THE               OF
MINIMUM MORTGAGE RATES             OF LOANS    CUT-OFF DATE   THE CUT-OFF DATE

 6.500-6.999                            5        $ 1,328,906        0.44
 7.000-7.499                            7          1,310,275        0.44
 7.500-7.999                           91         16,169,979        5.39
 8.000-8.499                          296         47,204,353       15.73
 8.500-8.999                          512         78,715,586       26.23
 9.000-9.499                          358         51,654,295       17.21
 9.500-9.999                          411         61,540,350       20.51
10.000-10.499                         162         21,596,416        7.20
10.500-10.999                         106         12,574,267        4.19
11.000-11.499                          38          4,753,517        1.58
11.500-11.999                          19          2,161,558        0.72
12.000-12.499                           8            777,663        0.26
12.500-12.999                           5            309,029        0.10
                                        -          --------       ------
Total                               2,018       $300,096,194      100.00%
<PAGE>
                                  GROSS MARGIN


                                               AGGREGATE      % OF AGGREGATE
                                                PRINCIPAL       PRINCIPAL
                                                  BALANCE        BALANCE
                                               OUTSTANDING AS  OUTSTANDING AS
                                    NUMBER       OF THE               OF
GROSS MARGIN                       OF LOANS    CUT-OFF DATE   THE CUT-OFF DATE

3.250-3.499                             4        $1,065,422          0.36
3.500-3.749                            15         2,727,305          0.91
3.750-3.999                            57         8,624,809          2.87
4.000-4.249                           217        34,298,341          11.43
4.250-4.499                           181        26,349,996          8.78
4.500-4.749                           239        35,754,561          11.91
4.750-4.999                           226        36,359,525          12.12
5.000-5.249                           256        41,133,466          13.71
5.250-5.499                           228        32,297,293          10.76
5.500-5.749                           206        30,803,400          10.26
5.750-5.999                           143        18,988,344          6.33
6.000-6.249                            87        11,385,242          3.79
6.250-6.499                            72         9,507,371          3.17
6.500-6.749                            44         5,673,332          1.89
6.750-6.999                            22         3,208,998          1.07
7.000-7.249                            11         1,176,457          0.39
7.250-7.499                             7           563,747          0.19
7.500-7.749                             2           125,000          0.04
8.000-8.249                             1            53,585          0.02
                                        -           -------          ----
Total                               2,018      $300,096,194        100.00%
<PAGE>
                  NEXT ADJUSTMENT DATES FOR THE MORTGAGE LOANS

                                               AGGREGATE      % OF AGGREGATE
                                                PRINCIPAL       PRINCIPAL
                                                  BALANCE        BALANCE
                                               OUTSTANDING AS  OUTSTANDING AS
                                    NUMBER       OF THE               OF
MONTH OF NEXT ADJUSTMENT DATE      OF LOANS    CUT-OFF DATE   THE CUT-OFF DATE


12/1/97                                1           $ 483,771         0.16
 1/1/98                                4             370,100         0.12
 2/1/98                                5           1,134,060         0.38
 3/1/98                               22           2,965,479         0.99
 4/1/98                               21           2,776,893         0.93
 5/1/98                               34           5,540,418         1.85
 6/1/98                                7           1,287,065         0.43
 7/1/98                                7           1,576,100         0.53
 8/1/98                               17           3,068,048         1.02
 9/1/98                               94          15,701,392         5.23
10/1/98                               95          15,932,976         5.31
11/1/98                              104          19,033,457         6.34
 1/1/99                                1             159,205         0.05
 3/1/99                                1             101,724         0.03
 4/1/99                                1              83,760         0.03
 5/1/99                                4             728,095         0.24
 6/1/99                               34           4,400,489         1.47
 7/1/99                               40           5,415,154         1.80
 8/1/99                               94          12,077,792         4.02
 9/1/99                              505          72,100,396        24.03
10/1/99                              463          68,536,796        22.84
11/1/99                              463          66,474,274        22.15
12/1/99                                1             148,750         0.05
                                       -            --------         ----
Total                                 2,018      $300,096,194      100.00%
<PAGE>
                                     COMPUTATIONAL
                                       MATERIALS


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