PAINEWEBBER MORTGAGE ACCEPTANCE CORPORATION IV
8-K, 1997-12-12
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:  December 10, 1997
(Date of earliest event reported)

Commission File No. 333-40467

PAINEWEBBER MORTGAGE ACCEPTANCE  CORPORATION IV (as depositor under the Sale and
Servicing  Agreement,  dated as of  December  1,  1997,  relating  to the Empire
Funding  Home Loan Owner Trust  1997-5,  Home Loan Asset  Backed  Notes,  Series
1997-5)


                 PAINEWEBBER MORTGAGE ACCEPTANCE CORPORATION IV
- --------------------------------------------------------------------------------

        Delaware                                         06-1204982
- --------------------------------------------------------------------------------
(State of Incorporation)                    (I.R.S. Employer Identification No.)

1285 Avenue of the Americas
New York, New York                                                   10019
- --------------------------------------------------------------------------------
Address of principal executive offices                             (Zip Code)



                                 (212) 713-2000
- --------------------------------------------------------------------------------
               Registrant's Telephone Number, including area code



- --------------------------------------------------------------------------------
(Former  name,  former  address and former  fiscal year,  if changed  since last
report)

<PAGE>

ITEM 5. Other Events

     Attached as an exhibit are the  Computational  Materials (as defined in the
no-action  letter  dated May 20,  1994  issued by the  Securities  and  Exchange
Commission to Kidder,  Peabody Acceptance  Corporation-I,  Kidder, Peabody & Co.
Incorporated  and Kidder  Structured Asset  Corporation  (the "Kidder  Letter"))
prepared by  PaineWebber  Incorporated,  which are hereby filed pursuant to such
letter.





<PAGE>



ITEM 7.    Financial Statements and Exhibits

                    (c) Exhibits

Item 601(a)
of Regulation S-K
Exhibit No.                                  Description
- -----------                                  -----------

(99)                                    Computational   Materials   prepared  by
                                        PaineWebber  Incorporated  in connection
                                        with  Empire  Funding  Home  Loan  Owner
                                        Trust  1997-5,  Home Loan  Asset  Backed
                                        Notes, Series 1997-5




<PAGE>



     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 hereunto duly authorized.

                                  PAINEWEBBER MORTGAGE ACCEPTANCE CORPORATION IV


December 12, 1997

                                  By:  /s/ Joseph Piscina
                                       ------------------
                                       Joseph Piscina
                                       Director




<PAGE>




                                INDEX TO EXHIBITS



                                                             Paper (P) or
Exhibit No.       Description                               Electronic (E)
- -----------       -----------                               --------------

   (99)           Computational Materials                              E
                  prepared by PaineWebber Incorporated
                  in connection with Empire Funding
                  Home Loan Owner Trust 1997-5, Home
                  Loan Asset Backed Notes, Series 1997-5



EMPIRE HOME LOAN OWNER TRUST 1997-5

PAINEWEBBER INCORPORATED
PRELIMINARY BACKGROUND INFORMATION
EMPIRE HOME LOAN OWNER TRUST 1997-5
DISCLAIMER

The  information  included  herein  is  produced  and  provided  exclusively  by
PaineWebber  Incorporated  ('PW') as underwriter  for the Empire Home Loan Owner
Trust  1997-5,  and not by or as agent for Empire  Funding  Corp.  or any of its
affiliates  (collectively,  the 'Transferor').  The Transferor has not prepared,
reviewed or participated in the preparation  hereof,  is not responsible for the
accuracy hereof and has not authorized the dissemination hereof. The analysis in
this  report  is  accurate  to the  best  of  PW's  knowledge  and is  based  on
information  provided by the Transferor.  PW makes no  representations as to the
accuracy of such information provided by the Transferor.  The information herein
is preliminary,  and will be superseded by the applicable  prospectus supplement
and  prospectus  and  by any  other  information  subsequently  filed  with  the
Securities and Exchange Commission.

All opinions and  conclusions  in this report  reflect PW's  judgment as of this
date and are subject to change.  All analyses  are based on certain  assumptions
noted  herein and  different  assumptions  could yield  substantially  different
results.  You are cautioned  that there is no  universally  accepted  method for
analyzing financial instruments. You should review the assumptions; there may be
differences  between  these  assumptions  and your  actual  business  practices.
Further,  PW does not  guarantee any results and there is no guarantee as to the
liquidity of the  instruments  involved in this analysis.  The decision to adopt
any strategy remains your responsibility. PW (or any of its affiliates) or their
officers,  directors,  analysts or employees may have  positions in  securities,
commodities or derivative  instruments  thereon referred to herein,  and may, as
principal  or agent,  buy or sell such  securities,  commodities  or  derivative
instruments.  In addition,  PW may make a market in the  securities  referred to
herein. Neither the information nor the opinions expressed shall be construed to
be, or constitute, an offer to sell or buy or a solicitation of an offer to sell
or buy any securities,  commodities or derivative  instruments mentioned herein.
Finally, PW has not addressed the legal,  accounting and tax implications of the
analysis with respect to you and PW strongly  urges you to seek advice from your
counsel, accountant and tax advisor.
<PAGE>

THE  INFORMATION  CONTAINED  HEREIN WILL BE SUPERSEDED BY THE DESCRIPTION OF THE
COLLATERAL CONTAINED IN THE PROSPECTUS SUPPLEMENT.

DESCRIPTION OF INITIAL LOANS AS OF THE STATISTIC CALCULATION DATE

Approximate  characteristics  of the  pool of  Initial  Loans  identified  as of
11/30/97.  Loans equal to approximately  $180.0 Million will be delivered on the
Closing  Date.  With  Pre-Funding,  the total  deal size  will be  approx.  $240
Million.

Total Number of Loans:                     4,866
Initial Principal Balance:          $154,484,603
Average Loan Balance:                    $31,748
WA Loan Rate:                             14.276%
Range of Loan Rates:               9.990%-18.500%
WA Remaining Term (months)                   243
Range of Remaining Terms:                 23-300
WA Seasoning (months):                         1
Range of Seasoning:                         0-13
WA Original Term (months):                   243
Range of Original Terms:                  24-300
WA FICO Score:                            672.10
WA Combined LTV:                          117.09%
% of Second Liens                          98.52%
% Owner Occupied                          100.00%
Geographic concentration:             CA   29.76%
(as a Percentage of Loan Type)        MD    5.97%
                                      MO    5.66%

(States not listed account for less than 5% of the aggregate  principal  balance
of the category)

Note: A more detailed  description  of the Initial  Loans as of the  Statistical
Calculation Date can be found starting on page 11.








EMPIRE HOME LOAN OWNER TRUST 1997-5
TRANSACTION SUMMARY (a)

                                        Est.     Est.              Expected
             Approx.            Est.    Prin.    Prin.             Ratings
             Size               WAL     Lockout  Window  Stated    (S&P/Fitch/
Notes        (000's)   Coupon  (Years)  (Years)  (Years) Maturity   Duff)
- -----        -------   ------  -------  -------  ----------------   -----
Class A-1    $59,910   Float(b)  1.00     0.00     1.92   8/25/09  AAA/AAA/AAA
Class A-2    $61,590   Fixed     3.00     1.84     2.42   5/25/14  AAA/AAA/AAA
Class A-3    $16,490   Fixed     4.93     4.17     2.08   4/25/16  AAA/AAA/AAA
Class A-4    $25,210   Fixed(c) 10.00     6.17     6.58   4/25/24  AAA/AAA/AAA
Class A-4 IO $25,210(d)Fixed      -        -        -     2/25/24  AAA/AAA/AAA
Class M-1    $36,600   Fixed(c)  8.85     4.50     8.25   4/25/24    AA/AA/AA
Class M-2    $17,400   Fixed(c)  8.85     4.50     8.25   4/25/24     A/A/A
Class B-1    $15,600   Fixed(c)  8.85     4.50     8.25   4/25/24  BBB/BBB/BBB
Class B-2    $7,200    Not Offered

Notes: (a)  100% Prepayment Assumption: 3.0% CPR in month 1, and an additional
            1.0% per annum in each month thereafter until month 12.  On and
            after month 12, 14% CPR.  To 10% Optional Call.



EMPIRE HOME LOAN OWNER TRUST 1997-5
TRANSACTION SUMMARY (a) (Continued)

       (b)  The lesser of (i) One-Month  LIBOR plus 0.__ % and (ii) the weighted
            average Coupon Rate of the Loans, less [0.758]% per annum.
       (c)  Coupon  will be  increased  by [0.50%]  for each  payment  after the
            Initial Call Date.
       (d)  Notional  balance  for the first 26 months  will equal the Class A-4
            Class principal balance and will be zero thereafter.

Pricing Speed:           3% CPR, increasing to 14% over 12 months.

Payment Date:            The  25th  of  each  month  or,  if  such  day is not a
                         Business  Day,  the  next   succeeding   Business  Day,
                         commencing in January 1998.

Settlement Date:         On or about [December 22, 1997]

Cut-off Date:            The close of business on November 30, 1997.

Statistic Calculation
Date:                    The statistical information presented herein and in the
                         Prospectus  Supplement  concerning the Initial Loans is
                         based  on  the  characteristics  of a  portion  of  the
                         Initial  Loans  identified as of November 30, 1997 (the
                         "Statistic  Calculation Date"). Empire expects that the
                         actual aggregate balance of the Initial Loans as of the
                         Cut-off  Date (to be  identified  prior to the  Closing
                         Date) will equal approximately $[180.0] Million.

Payment Delay:           With the  exception  of the Class A-1  Notes,  24 Days.
                         With respect to the Class A-1 Notes, 0 days.

Payment Terms:           Monthly

Title of Securities:     Empire Home Loan Owner Trust 1997-5

Interest Accrual         With the  exception  of the Class A-1  Notes,  interest
Period:                  will  accrue on the Notes at a fixed  rate  during  the
                         month  prior to the month of the related  Payment  Date
                         based on a 30/360  year.  With respect to the Class A-1
                         Notes,  interest  will  accrue from and  including  the
                         preceding  Payment  Date  (or from  and  including  the
                         Closing Date in the case of the first  Payment Date) to
                         and including the day prior to the current Payment Date
                         at the Class A-1 Note  Interest  Rate on an  Actual/360
                         day basis.  The "Class A-1 Note Interest  Rate" will be
                         equal to the lesser of (x) with  respect to any Payment
                         Date,  One-Month  LIBOR plus 0._% per annum and (y) the
                         weighted  average  interest  rate  on the  loans,  less
                         [0.758]%  per annum (the rate  described in this clause
                         (y), the "Available Funds Cap").

Offered Notes:           Class  A-1  through  A-4  Notes  and Class A-4 IO Notes
                         (together,  the 'Senior Notes'), Class M-1 and Class M-
                         2 Notes  (the  'Mezzanine  Notes')  and Class B-1 Notes
                         (together with the Senior Notes,  the Mezzanine  Notes,
                         and the Class B-2 Notes,  the  'Notes').  The Class B-2
                         Notes and the Residual  Interest  Certificates  are NOT
                         being offered hereby.

Class A-4 IO Note:       The Class A-4 IO Notional  Balance will be equal to the
                         Class A-4 Note  Balance for each Payment Date up to and
                         including [February 25, 2000] (for the first 26 payment
                         dates).  After such Payment Date, the Notional  Balance
                         shall be zero.  The fixed rate  coupon on the Class A-4
                         IO is expected to be [6.0%]. The Class A-4 IO will have
                         no  principal  balance  and  will  not be  entitled  to
                         distributions of principal.

Offering:                Public  shelf  offering - a prospectus  and  prospectus
                         supplement will be distributed after pricing.

Form of Offering:        Book-Entry form,  same-day funds through DTC for all of
                         the Notes.

Denominations:           The Notes are issueable in minimum  denominations of an
                         original  amount of  $25,000  and  multiples  of $1,000
                         thereafter.

Owner Trustee:           Wilmington Trust Company

Indenture Trustee:       U.S.  Bank  National  Association,   d/b/a  First  Bank
                         National Association

Underwriter:             PaineWebber Incorporated

Depositor:               PaineWebber Mortgage Acceptance Corporation IV

Transferor/Servicer:     Empire Funding Corp.

Underlying Collateral:   The  Notes   will  be   secured,   in  part,   by  debt
                         consolidation,  home  improvement,  and other primarily
                         second lien home equity  loans,  with  combined loan to
                         value ratios  generally  in excess of 100%,  as well as
                         unsecured loans, representing  approximately [1.47%] of
                         the Original Pool Principal Balance.

Pre-Funding Account:     On the Closing Date,  [$60.0] Million will be deposited
                         in  an  account  (the  "Pre-Funding  Account"),   which
                         account is in the name of the Indenture  Trustee and is
                         part of the  Grantor  Trust and will be used to acquire
                         Subsequent  Loans.  During the  Pre-Funding  Period (as
                         defined  below),  the  amount  on  deposit  in the Pre-
                         Funding  Account (net of investment  earnings  thereon)
                         (the  "Pre-Funding  Amount")  will  be  reduced  by the
                         amount  thereof  used to purchase  Subsequent  Loans in
                         accordance with the Grantor Trust Agreement.  The "Pre-
                         Funding Period" is the period commencing on the Closing
                         Date and ending  generally  on the  earlier to occur of
                         (i) the date on which  the  amount  on  deposit  in the
                         Pre-Funding   Account  (net  of   investment   earnings
                         thereon)  is less  than  $50,000  and (ii)  [March  22,
                         1998].

Credit Enhancement:      Credit  enhancement  with respect to the Offered  Notes
                         will  be   provided   by  (1)  Excess   Interest,   (2)
                         Overcollateralization  and (3) the subordination of the
                         rights of holders of the Residual Interest Certificate,
                         the  Class B-2 Notes  and the  lower-rated  classes  of
                         Offered  Notes  to  receive   interest  and  principal,
                         respectively.

Excess Interest:         The  weighted  average  coupon  rate  on the  loans  is
                         generally expected to be higher than the sum of (a) the
                         servicing  fee, (b) trustee fees,  and (c) the weighted
                         average pass through rate on the Notes, thus generating
                         excess interest  collections which will be available to
                         fund payments and payments on the Notes on each Payment
                         Date.

Overcollateralization:   Excess   Interest  will  be  applied,   to  the  extent
                         available, to make accelerated payments of principal to
                         the  Notes  then   entitled  to  receive   payments  of
                         principal;  such  application  will cause the aggregate
                         principal balance of the Notes to amortize more rapidly
                         than  the  loans.  Prior  to  the  Stepdown  Date,  the
                         Overcollateralization  Target Amount equals the greater
                         of  (a)  [4.00%]  of  the  sum  of  the  Original  Pool
                         Principal Balance and the Original  Pre-Funding  Amount
                         (the  "Maximum  Collateral  Amount")  and  (b)  the Net
                         Delinquency   Calculation  Amount.  On  and  after  the
                         Stepdown Date, the Overcollateralization  Target Amount
                         equals the greater of (a) [8.00%] of the Pool Principal
                         Balance as of the end of the related Due Period and (b)
                         the   Net   Delinquency    Calculation    Amount.   The
                         Overcollateralization  Target  Amount  will  not in any
                         event be less than  [0.50%] of the  Maximum  Collateral
                         Amount (the  'Overcollateralization  Floor')or  greater
                         than the outstanding  Class  Principal  Balances of the
                         Notes.

Subordination:           The  rights  of the Class M-1  Noteholders  to  receive
                         payments  of  interest  on each  Payment  Date  will be
                         subordinate  to those of the  Senior  Noteholders,  the
                         rights of the Class M-2 Noteholders to receive payments
                         of interest on each Payment Date will be subordinate to
                         those  of the  Senior  Noteholders  and the  Class  M-1
                         Noteholders, the rights of the Class B-1 Noteholders to
                         receive  payments of interest on each Payment Date will
                         be subordinate to those of the Senior  Noteholders  and
                         Mezzanine  Noteholders,  the  rights  of the  Class B-2
                         Noteholders  to receive  Payments  of  interest on each
                         Payment  Date  will  be  subordinate  to  those  of the
                         holders  of the  Offered  Notes,  and the rights of the
                         Residual   Interest   Certificateholders   to   receive
                         distributions  on each Payment Date will be subordinate
                         to those of the Noteholders.

                         The  rights  of the Class M-1  Noteholders  to  receive
                         payments  of  principal  on each  Payment  Date will be
                         subordinate  to those of the  Senior  Noteholders,  the
                         rights of the Class M-2 Noteholders to receive payments
                         of principal  on each Payment Date will be  subordinate
                         to those of the  Senior  Noteholders  and the Class M-1
                         Noteholders, the rights of the Class B-1 Noteholders to
                         receive payments of principal on each Payment Date will
                         be subordinate to those of the Senior  Noteholders  and
                         Mezzanine  Noteholders,  the  rights  of the  Class B-2
                         Noteholders  to receive  payments of  principal on each
                         Payment  Date  will  be  subordinate  to  those  of the
                         holders  of the  Offered  Notes,  and the rights of the
                         Residual   Interest   Certificateholders   to   receive
                         distributions  on each Payment Date will be subordinate
                         to those of the Noteholders.

Net Delinquency
Calculation Amount:      With respect to any Payment Date,  the excess,  if any,
                         of (x) the  product of [1.5] and the Six Month  Rolling
                         Delinquency  Average over (y) the aggregate  amounts of
                         Excess Spread for the three  preceding  Payment  Dates.
                         The Net Delinquency  Calculation  Amount may be removed
                         if the Rating Agencies no longer require it. The Rating
                         Agencies   must  confirm  that  the  original   ratings
                         assigned  will  not be  downgraded  or  withdrawn  as a
                         result  of  such  change.  After  such  change  the Net
                         Delinquency  Calculation  Amount  would be deemed to be
                         zero for all future calculations.

Stepdown Date:           The  Stepdown   Date  means  the  first   Payment  Date
                         occurring after December 2000 as to which: (1) the Pool
                         Principal  Balance  has  been  reduced  to  50%  of the
                         Maximum  Collateral  Amount;  (2) the  Net  Delinquency
                         Calculation  Amount is less than  [4.0]% of the Maximum
                         Collateral   Amount;   and  (3)  the  aggregate   Class
                         Principal  Balance of the Senior  Notes will be able to
                         be  reduced  to the  excess  of (i) the Pool  Principal
                         Balance  as of the  preceding  Determination  Date over
                         (ii) the  greater of (a) the sum of (1)  [64.0]% of the
                         Pool   Principal    Balance   as   of   the   preceding
                         Determination  Date  and (2) the  Overcollateralization
                         Target  Amount for such Payment Date and (b) [0.50%] of
                         the Maximum Collateral Amount.

SUMMARY OF SUBORDINATION & OVERCOLLATERALIZATION TARGET AMOUNTS:

                  Initial      Before           After         After
                  Expected     Stepdown         Stepdown      Stepdown
                  Subord.(a)   O/C Target (b)   Subord. (c)   O/C Target (d)
                  ----------   --------------   -----------   --------------
Senior Notes        32.00%         4.00%          64.00%          8.00%
Class M-1 Notes     16.75%         4.00%          33.50%          8.00%
Class M-2 Notes      9.50%         4.00%          19.00%          8.00%
Class B-1 Notes      3.00%         4.00%           6.00%          8.00%
- -----------------------------------------------------------------------------

(a)  The initial amount of subordination for each class as of the Closing Date.
(b)  The Overcollateralization Target Amount prior to the Stepdown Date.
(c)  The expected subordination for each class on the Stepdown Date.
(d)  The Overcollateralization Target Amount on and after the Stepdown Date as a
     percentage of the current collateral balance,  but at no time less than the
     Overcollateralization Floor.


Payment and
Distribution Priorities: (1) interest to the holders of the Senior Notes;
             
                         (2) interest to the holders of the Class M-1 Notes;

                         (3) interest to the holders of the Class M-2 Notes;

                         (4) interest to the holders of the Class B-1 Notes;
   
                         (5) interest to the holders of the Class B-2 Notes;

                         (6) sequentially to pay principal to the holders of the
                         Class A-1, Class A-2, Class A-3, and Class A-4, in that
                         order until the  respective  Class  Principal  Balances
                         thereof are reduced to zero,  the amount  necessary  to
                         reduce the  aggregate  Class  Principal  Balance of the
                         Senior Notes (excluding the Class A- 4 IO Notes) to the
                         Senior Optimal Principal  Balance;  provided,  however,
                         that on each  Payment  Date  occurring  on or after any
                         reduction of the Class Principal  Balances of the Class
                         M and Class B Notes to zero through the  application of
                         Allocable Loss Amounts, payment shall be made among the
                         remaining Senior Notes (excluding the Class A-4 IO) pro
                         rata and not sequentially;

                         (7)  sequentially,  to the holders of the Class M-1 and
                         the Class M-2  Notes,  in that  order,  until the Class
                         Principal  Balances  thereof are reduced to the Optimal
                         Principal Balance, respectively;

                         (8) sequentially, to the holders of the Class B-1 Notes
                         and the Class B-2 Notes, in that order, until the Class
                         Principal  Balances  thereof are reduced to the Optimal
                         Principal Balance;

                         (9)  sequentially  to the Class M-1 Notes and the Class
                         M-2 Notes, in that order,  until their  respective Loss
                         Reimbursement  Deficiencies,  if any, have been paid in
                         full;

                         (10) sequentially, to the Class B-1 Notes and the Class
                         B-2 Notes,  in that order,  until the  applicable  Loss
                         Reimbursement  Deficiencies,  if any,  has been paid in
                         full; and

                         (11)  any  remaining  amounts  to  the  holders  of the
                         Residual Interest Certificates.

Application of Allocable   
Loss Amounts:            Realized  losses  will  be  absorbed  first  by  Excess
                         Interest and the reduction of the Overcollateralization
                         Amount.     Following     the    reduction    of    any
                         Overcollateralization  Amount  to zero,  any  Allocable
                         Loss  Amounts will be applied in reduction of the Class
                         Principal  Balances  of the Class B-2 Notes,  the Class
                         B-1 Notes, the Class M-2 Notes and the Class M-1 Notes,
                         in that order,  until their  respective Class Principal
                         Balances have been reduced to zero. The Class Principal
                         Balances of the Senior Notes will not be reduced by any
                         application of Allocable Loss Amounts. The reduction of
                         the Class Principal  Balance of any applicable Class of
                         Offered Notes by the  application of any Allocable Loss
                         Amounts  entitles  such  class to  reimbursement  in an
                         amount equal to its Loss  Reimbursement  Deficiency  in
                         accordance with the payment priorities specified herein
                         until the  earlier  of (x) the  payment in full of such
                         amount  and  (y)  the   occurrence  of  the  applicable
                         Maturity  Date.

Optional Termination:    The holders of an aggregate  percentage interest in the
                         Residual Interest Certificates in excess of 50% may, at
                         their  option,  effect  an  early  termination  of  the
                         Grantor Trust on or after any Payment Date on which the
                         Pool Principal  Balance  declines to 10% or less of the
                         Maximum  Collateral  Amount,  by purchasing  all of the
                         Loans  at  a  price  equal  to  or  greater   than  the
                         Termination Price.

Servicing/Other Fees:    The collateral is subject to certain fees,  including a
                         servicing fee of [.75]% per annum payable monthly,  and
                         trustee fees (equal to [0.008]% per annum).

Advancing by Servicer:   There is no required advancing of delinquent  principal
                         or interest by the Servicer or Trustee.


Tax Considerations:      The issuer will be an Owner  Trust.  The Offered  Notes
                         will be  characterized  as debt for federal  income tax
                         purposes.

ERISA Considerations:    In general,  the Offered Notes will be ERISA  eligible.
                         However,  investors  should  consult with their counsel
                         with  respect to the  consequences  under ERISA and the
                         Internal  Revenue  Code of the Plan's  acquisition  and
                         ownership of such certificates.

SMMEA Eligibility:       NONE of the Notes will be SMMEA-eligible.

Prospectus:              The  Offered  Notes are  being  offered  pursuant  to a
                         Prospectus  which  includes  a  Prospectus   Supplement
                         (together, the 'Prospectus'). Complete information with
                         respect  to the  Offered  Notes and the  collateral  is
                         contained in the  Prospectus.  The  material  presented
                         herein is qualified in its entirety by the  information
                         appearing  in the  Prospectus.  To the extent  that the
                         foregoing  is  inconsistent  with the  Prospectus,  the
                         Prospectus  shall govern in all respects.  Sales of the
                         Offered  Notes  may  not  be  consummated   unless  the
                         purchaser has received the Prospectus.

<PAGE>

DESCRIPTION OF INITIAL LOANS AS OF STATISTIC CALCULATION DATE

Aggregate Field                   Description   Count       Balance    Pool%

Geographic Distribution               Alabama     10          287,547   0.19
                                       Alaska     18          713,377   0.46
                                      Arizona    255        7,629,884   4.94
                                     Arkansas     16          563,959   0.37
                                   California   1240       45,976,484  29.76
                                     Colorado    158        4,919,561   3.18
                                  Connecticut     14          423,237   0.27
                                     Delaware      6          255,514   0.17
                         District of Columbia     10          370,785   0.24
                                      Florida    216        5,670,791   3.67
                                      Georgia    145        4,385,039   2.84
                                       Hawaii     15          600,938   0.39
                                        Idaho     33        1,087,505   0.70
                                     Illinois    150        4,951,377   3.21
                                      Indiana    125        3,605,432   2.33
                                         Iowa     50        1,588,648   1.03
                                       Kansas    132        4,118,777   2.67
                                     Kentucky     56        1,592,556   1.03
                                    Louisiana     57        1,437,189   0.93
                                        Maine     12          329,100   0.21
                                     Maryland    256        9,228,630   5.97
                                Massachusetts      9          327,483   0.21
                                     Michigan    139        4,886,740   3.16
                                    Minnesota    148        5,579,491   3.61
                                  Mississippi     26          474,251   0.31
                                     Missouri    306        8,748,968   5.66
                                      Montana      6          223,113   0.14
                                     Nebraska     49        1,423,668   0.92
                                       Nevada     83        2,841,736   1.84
                                New Hampshire      1           39,989   0.03
                                   New Jersey     15          573,569   0.37
                                   New Mexico     47        1,824,047   1.18
                                     New York     16          594,650   0.38
                               North Carolina    216        6,063,103   3.92
                                         Ohio     14          360,473   0.23
                                     Oklahoma     86        1,904,168   1.23
                                       Oregon     53        1,407,061   0.91
                                 Pennsylvania    107        3,294,296   2.13
                                 Rhode Island      3           88,574   0.06
                               South Carolina    107        3,098,753   2.01
                                 South Dakota      1           35,000   0.02
                                    Tennessee     67        1,563,802   1.01
                                        Texas     91          617,335   0.40
                                         Utah     59        1,934,990   1.25
                                     Virginia    106        3,493,364   2.26
                                   Washington    119        2,779,884   1.80
                                West Virginia      2           62,436   0.04
                                    Wisconsin     12          411,404   0.27
                                      Wyoming      4           95,930   0.06
                                               -----      -----------   ----
                                               4,866     $154,484,603 100.00%



Aggregate Field                   Description   Count       Balance    Pool%

Cut-Off Date Balance          $10,000 or less    321        1,798,755   1.16
                         $10,000.01 - $20,000    674       11,222,130   7.26
                         $20,000.01 - $30,000   1308       34,119,386  22.09
                         $30,000.01 - $40,000   1601       56,317,879  36.46
                         $40,000.01 - $50,000    564       26,488,389  17.15
                         $50,000.01 - $60,000    240       13,635,535   8.83
                         $60,000.01 - $70,000    113        7,481,965   4.84
                         $70,000.01 - $80,000     42        3,120,795   2.02
                        $80,000.01 or greater      3          299,768   0.19
                                               -----      -----------   ----
                                               4,866     $154,484,603 100.00%


Aggregate Field                   Description   Count       Balance    Pool%

Loan Rates                 9.501%  -  10.000%      1           41,811   0.03
                           10.501%  - 11.000%     42        1,596,993   1.03
                           11.001%  - 11.500%     47        1,951,533   1.26
                           11.501%  - 12.000%    180        6,577,032   4.26
                           12.001%  - 12.500%    206        7,889,475   5.11
                           12.501%  - 13.000%    754       20,746,868  13.43
                           13.001%  - 13.500%    377       13,517,421   8.75
                           13.501%  - 14.000%    751       24,215,355  15.67
                           14.001%  - 14.500%    370       12,763,669   8.26
                           14.501%  - 15.000%    789       25,863,308  16.74
                           15.001%  - 15.500%    314        9,691,100   6.27
                           15.501%  - 16.000%    564       16,281,233  10.54
                           16.001%  - 16.500%    201        5,823,423   3.77
                           16.501%  - 17.000%    222        6,150,619   3.98
                           17.001%  - 17.500%     14          423,202   0.27
                           17.501%  - 18.000%     31          872,581   0.56
                           18.001%  - 18.500%      3           78,978   0.05
                                               -----      -----------   ----
                                               4,866     $154,484,603 100.00%

Aggregate Field                   Description   Count       Balance    Pool%

Lien Priority                               1      1           14,739   0.01
                                            2   4511      152,199,300  98.52
                                    Unsecured    354        2,270,564   1.47
                                               -----      -----------   ----
                                               4,866     $154,484,603 100.00%

Aggregate Field

Combined LTV                        Unsecured    354        2,270,564   1.47
                             25.01% to 30.00%      1           14,739   0.01
                             40.01% to 45.00%      3           67,983   0.04
                             45.01% to 50.00%      3          128,735   0.08
                             80.01% to 85.00%      2           26,481   0.02
                             85.01% to 90.00%      3           98,654   0.06
                             90.01% to 95.00%      3          101,857   0.07
                            95.01% to 100.00%      4           85,204   0.06
                           100.01% to 105.00%    394       12,015,902   7.78
                           105.01% to 110.00%    577       17,619,450  11.41
                           110.01% to 115.00%    737       23,368,670  15.13
                           115.01% to 120.00%   1040       35,632,590  23.07
                           120.01% to 125.00%   1735       62,652,351  40.56
                           125.01% or greater     10          401,426   0.26
                                               -----      -----------   ----
                                               4,866     $154,484,603 100.00%


Aggregate Field                   Description   Count       Balance    Pool%

Months Since Origination        Less than one   2141       67,608,700  43.76
                                        1 - 3   2635       84,155,853  54.48
                                        4 - 6     84        2,566,642   1.66
                                        7 - 9      5          144,804   0.09
                                10 or greater      1            8,605   0.01
                                               -----      -----------   ----
                                               4,866     $154,484,603 100.00%


Aggregate Field                   Description   Count       Balance    Pool%

Remaining Term                         0 - 30      8           47,701   0.03
                                      31 - 60    143          923,307   0.60
                                      61 - 90     70          489,921   0.32
                                     91 - 120    350        6,528,300   4.23
                                    121 - 150     42          927,306   0.60
                                    151 - 180   1127       33,743,727  21.84
                                    211 - 240   1492       50,612,239  32.76
                                    271 - 300   1634       61,212,102  39.62
                                               -----      -----------   ----
                                               4,866     $154,484,603 100.00%


Aggregate Field                   Description   Count       Balance    Pool%

Original Term                          0 - 30      8           47,701   0.03
                                      31 - 60    143          923,307   0.60
                                      61 - 90     69          487,123   0.32
                                     91 - 120    351        6,531,098   4.23
                                    121 - 150     43          949,257   0.61
                                    151 - 180   1126       33,721,776  21.83
                                    211 - 240   1492       50,612,239  32.76
                                    271 - 300   1634       61,212,102  39.62
                                               -----      -----------   ----
                                               4,866     $154,484,603 100.00%

Aggregate Field                   Description   Count       Balance    Pool%

Credit Score                       560 to 579      1            9,981   0.01
                                   580 to 599      3           48,830   0.03
                                   600 to 619     27          920,670   0.60
                                   620 to 639    786       23,249,715  15.05
                                   640 to 659   1185       37,573,780  24.32
                                   660 to 679    994       33,799,425  21.88
                                   680 to 699    818       28,147,940  18.22
                                   700 to 719    522       17,121,090  11.08
                                   720 to 739    264        7,873,824   5.10
                                   740 to 759    144        3,782,153   2.45
                                   760 to 779     74        1,232,151   0.80
                                   780 to 799     33          629,924   0.41
                                   800 to 819     12           85,388   0.06
                                   820 to 839      3            9,730   0.01
                                               -----      -----------   ----
                                               4,866     $154,484,603 100.00%

Aggregate Field                   Description   Count       Balance    Pool%

Debt to Income Ratio            20.00 or less    167        3,366,744   2.18
                               20.01 to 25.00    349       10,079,224   6.52
                               25.01 to 30.00    755       22,922,514  14.84
                               30.01 to 35.00   1055       33,886,580  21.94
                               35.01 to 40.00   1268       40,401,469  26.15
                               40.01 to 45.00   1198       40,744,099  26.37
                               45.01 to 50.00     74        3,083,973   2.00
                                               -----      -----------   ----
                                               4,866     $154,484,603 100.00%


The Following Tables Run to Call:

                                       % of Prepayment Assumption
CLASS A-1                   0%      50%     75%    100%     125%    150%
Average Life (Yrs)       5.09     1.52    1.19    1.00     0.88    0.80
First Principal (Yrs)    0.08     0.08    0.08    0.08     0.08    0.08
Last Principal (Yrs)     9.75     3.17    2.33    1.92     1.58    1.42
Window (Yrs)             9.75     3.17    2.33    1.92     1.58    1.42

                                       % of Prepayment Assumption
CLASS A-2                   0%      50%     75%    100%     125%     150%
Average Life (Yrs)      12.28     5.13    3.78    3.00     2.50     2.15
First Principal (Yrs)    9.75     3.17    2.33    1.92     1.58     1.42
Last Principal (Yrs)    14.58     7.25    5.33    4.25     3.50     3.00
Window (Yrs)             4.92     4.17    3.08    2.42     2.00     1.67

                                       % of Prepayment Assumption
CLASS A-3                    0%     50%     75%    100%     125%    150%
Average Life (Yrs)       15.69    8.33    6.24    4.93     4.07    3.46
First Principal (Yrs)    14.58    7.25    5.33    4.25     3.50    3.00
Last Principal (Yrs)     17.33   10.33    7.92    6.25     5.17    4.33
Window (Yrs)              2.83    3.17  2.67    2.08     1.75    1.42

                                        % of Prepayment Assumption
CLASS A-4                    0%      50%     75%    100%    125%     150%
Average Life (Yrs)       19.78    14.70   12.10   10.00    8.41     7.16
First Principal (Yrs)    17.33    10.33    7.92    6.25    5.17     4.33
Last Principal (Yrs)     21.58    17.75   15.17   12.75   10.92     9.33
Window (Yrs)              4.33     7.50    7.33    6.58    5.83     5.08

                                        % of Prepayment Assumption
CLASS M-1                    0%      50%    75%    100%     125%     150%
Average Life (Yrs)       18.94    13.30   10.79    8.85     7.42     6.32
First Principal (Yrs)    15.33     7.83    5.83    4.58     3.83     3.25
Last Principal (Yrs)     21.58    17.75   15.17   12.75    10.92     9.33
Window (Yrs)              6.33    10.00    9.42    8.25     7.17     6.17

                                        % of Prepayment Assumption
CLASS M-2                    0%      50%    75%    100%     125%    150%
Average Life (Yrs)       18.94    13.30   10.79    8.85     7.42    6.32
First Principal (Yrs)    15.33     7.83    5.83    4.58     3.83    3.25
Last Principal (Yrs)     21.58    17.75   15.17   12.75    10.92    9.33
Window (Yrs)              6.33    10.00    9.42    8.25     7.17    6.17


                                        % of Prepayment Assumption
CLASS B-1                    0%      50%    75%    100%     125%    150%
Average Life (Yrs)       18.94    13.30   10.79    8.85     7.42    6.32
First Principal (Yrs)    15.33     7.83    5.83    4.58     3.83    3.25
Last Principal (Yrs)     21.58    17.75   15.17   12.75    10.92    9.33
Window (Yrs)              6.33    10.00    9.42    8.25     7.17    6.17

The Following Tables Run to Maturity:

                                        % of Prepayment Assumption
CLASS A-4                    0%      50%     75%    100%    125%    150%
Average Life (Yrs)       20.27    15.32   12.89   10.86    9.25    7.96
First Principal (Yrs)    17.33    10.33    7.92    6.25    5.17    4.33
Last Principal (Yrs)     24.83    24.17   23.08   21.00   19.58   18.08
Window (Yrs)              7.58    13.92   15.25   14.83   14.50   13.83


                                        % of Prepayment Assumption
CLASS M-1                    0%      50%     75%   100%     125%    150%
Average Life (Yrs)       19.30    13.75   11.37   9.49     8.04    6.90
First Principal (Yrs)    15.33     7.83    5.83   4.58     3.83    3.25
Last Principal (Yrs)     24.83    23.83   22.42  20.25    19.00   17.42
Window (Yrs)              9.58    16.08   16.67  15.75    15.25   14.25


                                        % of Prepayment Assumption
CLASS M-2                    0%      50%    75%    100%     125%    150%
Average Life (Yrs)       19.30    13.73  11.34    9.47     8.01    6.87
First Principal (Yrs)    15.33     7.83   5.83    4.58     3.83    3.25
Last Principal (Yrs)     24.67    23.08  20.83   19.42    17.83   16.00
Window (Yrs)              9.42    15.33  15.08   14.92    14.08   12.83

                                        % of Prepayment Assumption
CLASS B-1                    0%      50%    75%    100%     125%    150%
Average Life (Yrs)       19.28    13.66  11.30    9.42     7.95    6.81
First Principal (Yrs)    15.33     7.83   5.83    4.58     3.83    3.25
Last Principal (Yrs)     24.50    22.00  19.92   18.58    16.67   14.67
Window (Yrs)              9.25    14.25  14.17   14.08    12.92   11.50


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