DELTA FUNDING CORP /DE/
8-K, 1997-09-24
BLANK CHECKS
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<PAGE>
                       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) September 24,1997

                            Delta Funding Corporation
             (Exact name of registrant as specified in its charter)

                New York                  333-3418         11-2609517
      (State or other jurisdiction      (Commission       (IRS Employer
           of incorporation)            File Number)        ID Number)

             1000 Woodbury Road, Woodbury, New York         11797
            (Address of principal executive offices)      (Zip Code)

       Registrant's Telephone Number, including area code: (516) 364-8500

                                      N/A
          (Former name or former address, if changed since last report)

<PAGE>
Item 5. Other Events

Filing of Computational Materials and Consent of Independent Accountants.

     This Current Report on Form 8-K is being filed to file a copy of the
Computational Materials (as defined below) prepared by Lehman Brothers, as an
underwriter, in connection with the issuance by Delta Funding Home Equity Loan
Trust 1997-3 of Home Equity Loan Asset-Backed Certificates, Series 1997-3. The
term "Computational Materials" shall have the meaning given in the No-Action
Letter of May 20, 1994 issued by the Securities and Exchange Commission (the
"SEC") to Kidder, Peabody Acceptance Corporation I, Kidder, Peabody & Co.
Incorporated and Kidder Structured Asset Corporation, as made applicable to
other issuers and underwriters by the Commission in response to the request of
the Public Securities Association dated May 24, 1994, and the supplemented in
the No-Action Letter of February 17, 1995 issued by the SEC to the Public
Securities Association.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Exhibits:

     8.1   Opinion of Stroock & Stroock & Lavan LLP regarding certain tax
           matters.

    23.2   Consent of Stroock & Stroock & Lavan (included in Exhibit 8.1)

    99.1   Computational Materials.

                                       2

<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.

                                       DELTA FUNDING CORPORATION

                                       By: /s/ Richard Blass
                                           Name: Richard Blass
                                           Title: Senior Vice President

Dated: September 24, 1997

                                       3
<PAGE>
                                  EXHIBIT INDEX
Exhibit                                                                    Page
- -------                                                                    ----
 8.1    Opinion of Stroock & Stroock & Lavan LLP regarding certain tax
        matters.

23.2    Consent of Stroock & Stroock & Lavan LLP (included in Exhibit 8.1).

99.1    Computational Materials.



<PAGE>
                                                                     Exhibit 8.1

                          Stroock & Stroock & Lavan LLP
                                 180 Maiden Lane
                          New York, New York 10038-4982

September 24, 1997

Delta Funding Corporation
1000 Woodbury Road
Woodbury, New York  11797

Re: Delta Funding Corporation
    Registration Statement on Form S-3
    (No. 333-3418)

Ladies and Gentlemen:

We have acted as counsel for Delta Funding Corporation ("Delta") in connection
with the issuance of $340,000,000 aggregate principal amount of Home Equity Loan
Asset-Backed Certificates, Series 1997-3 (the "Certificates"). A Registration
Statement on Form S-3 relating to the Certificates (No. 333-3418) (the
"Registration Statement") has been filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act"),
and was declared effective on January 17, 1997. As set forth in the Prospectus
dated September 23, 1997 and the Prospectus Supplement dated September 23, 1997,
the Certificates will be issued by a trust established by Delta pursuant to the
provisions of a Pooling and Servicing Agreement dated as of August 31, 1997 (the
"Pooling and Servicing Agreement") between Delta, as Seller and Servicer, and
Bankers Trust Company of California, N.A., as Trustee.

We have examined a form of the Pooling and Servicing Agreement, a form of the
Certificates, and a form of the Prospectus and Prospectus Supplement referred to
above. We also have examined such other documents, papers, statutes and
authorities as we have deemed necessary to form the basis for the opinions
hereinafter expressed. In our examination of such material, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity to original documents of copies of documents
submitted to us.

On the basis of the foregoing, we are of the opinion that the information in the
Prospectus Supplement under the caption "Federal Income Tax Considerations," and
in the Prospectus under the caption "Federal Income Tax Considerations," to the
extent that it constitutes matters of law or legal conclusions, is correct in
all material respects.

<PAGE>
This opinion is based on current provisions of the Internal Revenue Code of
1986, as amended, the Treasury regulations promulgated thereunder, and judicial
and administrative interpretations thereof.

Except as provided below, this opinion is solely for the benefit of the
addressee hereof and may not be relied upon in any manner by any other person or
entity.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, to the references to us in the Prospectus Supplement,
and to the filing of this opinion as an exhibit to an application made by or on
behalf of Delta or any dealer in connection with the registration of the
Certificates under the securities or blue sky laws of any state or jurisdiction.
In giving such permission, we do not admit hereby that we come within the
category of persons whose consent is required under Section 7 of the Securities
Act or the General Rules and Regulations of the Securities and Exchange
Commission thereunder.

Very truly yours,

/s/ Stroock & Stroock & Lavan LLP

STROOCK & STROOCK & LAVAN LLP



<PAGE>

                                                                 LEHMAN BROTHERS

                               DERIVED INFORMATION


                            $340,000,000 Certificates


                      Delta Funding Home Equity Loan Trust
                                     1997-3
                   Home Equity Loan Asset-Backed Certificates


                            Delta Funding Corporation
                             as Seller and Servicer




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

This information does not constitute either an offer to sell or a solicitation
of an offer to buy any of the securities referred to herein. Offers to sell and
solicitations of offers to buy the securities are made only by, and this
information must be read in conjunction with, the final Prospectus Supplement
and the related Prospectus or, if not registered under the securities laws, the
final Offering Memorandum (the "Offering Document"). Information contained
herein does not purport to be complete and is subject to the same qualifications
and assumptions, and should be considered by investors only in the light of the
same warnings, lack of assurances and representations and other precautionary
matters, as disclosed in the Offering Document. Information regarding the
underlying assets has been provided by the issuer of the securities or an
affiliate thereof and has not been independently verified by Lehman Brothers
Inc. or any affiliate. The analyses contained herein have been prepared and
delivered by Lehman Brothers Inc. and the contents and accuracy thereof have not
been reviewed by the issuer. This information was prepared on the basis of
certain assumptions (including, in certain cases, assumptions specified by the
recipient hereof) regarding payments, interest rates, weighted average lives,
weighted average loan age, losses and other matters, including, but not limited
to, the assumptions described in the Offering Document. Lehman Brothers Inc.,
and any of its affiliates, make no representation or warranty as to the actual
rate or timing of payments on any of the underlying assets or the payments or
yield on the securities. This information supersedes any prior versions hereof
and will be deemed to be superseded by any subsequent versions (including, with
respect to any description of the securities or underlying assets, the
information contained in the Offering Document).

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

<PAGE>

                                                                 LEHMAN BROTHERS

Securities Offered:
To Maturity:

<TABLE>
<CAPTION>
- ------------------ ------------- -------- ------------- --------------- ------------- ----------- ----------- --------------
                                                                         Estimated                               Expected
                                                          Estimated      Principal     Expected     Stated        Ratings
                     Expected    Group                     WAL/MDUR         Pmt.         Final       Final       (Moody's/
   Securities          Size        No.     Benchmark        (yrs)          Window      Maturity     Maturity      Fitch)
- ---------------    ------------- -------- ------------- --------------- ------------- ----------- ----------- --------------
<S>                <C>            <C>     <C>           <C>             <C>           <C>         <C>         <C>   
Class A-1F (1)      $91,302,000     I      1 mo LIBOR        1.00        22 months     7/25/99     7/25/12       Aaa/AAA
Class A-2F (1)      $17,395,000     I       2 yr Tsy      2.00/1.82       5 months     11/25/99    9/25/12       Aaa/AAA
Class A-3F (1)      $55,396,000     I       3 yr Tsy      3.02/2.65      28 months     2/25/02     8/25/21       Aaa/AAA
Class A-4F (1)      $14,014,000     I       5 yr Tsy      5.00/4.09      17 months     6/25/03     7/25/24       Aaa/AAA
Class A-5F (1)      $20,643,000     I      10 yr Tsy      9.94/6.70      126 months    11/25/13    10/25/28      Aaa/AAA
Class A-6F (1)      $26,500,000     I        Curve        6.61/5.08      141 months    7/25/12     10/25/28      Aaa/AAA
Class M-1F (1)      $16,562,500     I        Curve        6.10/4.63      135 months    12/25/11    10/25/28     Aa2/[AA]
Class M-2F (1)      $12,587,500     I        Curve        6.00/4.54      117 months    6/25/10     10/25/28      A2/[A+]
Class B-1F (1)      $10,600,000     I        Curve        5.57/4.28      91 months     4/25/08     10/25/28   [Baa3]/[BBB]
Class A-1A (2)      $59,250,000    II      1 mo LIBOR        2.88        216 months    9/25/15     10/25/28      Aaa/AAA
Class M-1A (2)       $6,750,000    II      1 mo LIBOR        6.84        152 months    11/25/13    10/25/28     Aa2/[AA]
Class M-2A (2)       $5,250,000    II      1 mo LIBOR        6.75        132 months    3/25/12     10/25/28      A2/[A+]
Class B-1A (2)       $3,750,000    II      1 mo LIBOR        6.34        101 months    8/25/09     10/25/28   [Baa3]/[BBB]
</TABLE>
- -------------------------------------------------------------------------------

Class A-IO:
- -------------------------------------------------------------------------------
There will be a Aaa/AAA rated interest-only class (Class A-IO) off Group I with
a notional balance equal to the balance of Class A6 and a coupon of 6.5% for 
the first 36 months.
- -------------------------------------------------------------------------------

(1) Prepayments are sized at 120% of the prepayment assumption. A 100%
    prepayment assumption assumes that prepayments start at 4% CPR in month one,
    increase by approximately 1.455% each month to 20% CPR by month 12, and
    remain at 20% CPR thereafter.

(2) Prepayments are sized at 125% of the prepayment assumption. A 100%
    prepayment assumption assumes that prepayments start at 4% CPR in month one,
    increase by approximately 1.455% each month to 20% CPR by month 12, and
    remain at 20% CPR thereafter.


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

This information does not constitute either an offer to sell or a solicitation
of an offer to buy any of the securities referred to herein. Offers to sell and

solicitations of offers to buy the securities are made only by , and this
information must be read in conjunction with, the final Prospectus Supplement
and the related Prospectus or, if not registered under the securities laws, the
final Offering Memorandum (the "Offering Document"). Information contained
herein does not purport to be complete and is subject to the same qualifications
and assumptions, and should be considered by investors only in the light of the
same warnings, lack of assurances and representations and other precautionary
matters, as disclosed in the Offering Document. Information regarding the
underlying assets has been provided by the issuer of the securities or an
affiliate thereof and has not been independently verified by Lehman Brothers
Inc. or any affiliate. The analyses contained herein have been prepared and
delivered by Lehman Brothers Inc. and the contents and accuracy thereof have not
been reviewed by the issuer. This information was prepared on the basis of
certain assumptions (including, in certain cases, assumptions specified by the
recipient hereof) regarding payments, interest rates, weighted average lives,
weighted average loan age, losses and other matters, including, but not limited
to, the assumptions described in the Offering Document. Lehman Brothers Inc.,
and any of its affiliates, make no representation or warranty as to the actual
rate or timing of payments on any of the underlying assets or the payments or
yield on the securities. This information supersedes any prior versions hereof
and will be deemed to be superseded by any subsequent versions (including, with
respect to any description of the securities or underlying assets, the
information contained in the Offering Document).

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

<PAGE>

                                                                 LEHMAN BROTHERS

Securities Offered:
To 10% Clean-up Call:

<TABLE>
<CAPTION>
- ------------------ ------------- -------- ------------- --------------- ------------- ----------- ----------- --------------
                                                                          Estimated                              Expected
                                                          Estimated       Principal    Expected    Stated         Ratings
                      Expected     Group                  WAL/MDUR          Pmt.         Final      Final       (Moody's/
   Securities           Size         No.    Benchmark       (yrs)          Window      Maturity    Maturity       Fitch)
- --------------      -----------    -----    ---------     ---------     ------------  ---------   ---------    ------------
<S>                 <C>            <C>     <C>            <C>            <C>           <C>         <C>        <C>   
Class A-1F (1)      $91,302,000       I    1 mo LIBOR        1.00        22 months     7/25/99     7/25/12       Aaa/AAA
Class A-2F (1)      $17,395,000       I     2 yr Tsy      2.00/1.82       5 months     11/25/99    9/25/12       Aaa/AAA
Class A-3F (1)      $55,396,000       I     3 yr Tsy      3.02/2.65      28 months     2/25/02     8/25/21       Aaa/AAA
Class A-4F (1)      $14,014,000       I     5 yr Tsy      5.00/4.09      17 months     6/25/03     7/25/24       Aaa/AAA
Class A-5F (1)      $20,643,000       I    10 yr Tsy      7.70/5.69      32 months     1/25/06     10/25/28      Aaa/AAA
Class A-6F (1)      $26,500,000       I      Curve        6.44/4.99      63 months     1/25/06     10/25/28      Aaa/AAA
Class M-1F (1)      $16,562,500       I      Curve        5.58/4.38      64 months     1/25/06     10/25/28     Aa2/[AA]
Class M-2F (1)      $12,587,500       I      Curve        5.58/4.34      64 months     1/25/06     10/25/28      A2/[A+]
Class B-1F (1)      $10,600,000       I      Curve        5.44/4.22      64 months     1/25/06     10/25/28   [Baa3]/[BBB]
Class A-1A (2)      $59,250,000      II    1 mo LIBOR        2.71        100 months    1/25/06     10/25/28      Aaa/AAA
Class M-1A (2)       $6,750,000      II    1 mo LIBOR        6.12        58 months     1/25/06     10/25/28     Aa2/[AA]
Class M-2A (2)       $5,250,000      II    1 mo LIBOR        6.12        58 months     1/25/06     10/25/28      A2/[A+]
Class B-1A (2)       $3,750,000      II    1 mo LIBOR        6.05        58 months     1/25/06     10/25/28   [Baa3]/[BBB]
</TABLE>

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

Class A-IO:

- -------------------------------------------------------------------------------
There will be a Aaa/AAA rated interest-only class (Class A-IO) off Group I with
a notional balance equal to the balance of Class A6 and a coupon of 6.5% for the
first 36 months.

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

(1) Prepayments are sized at 120% of the prepayment assumption. A 100%
    prepayment assumption assumes that prepayments start at 4% CPR in month one,
    increase by approximately 1.455% each month to 20% CPR by month 12, and
    remain at 20% CPR thereafter.

(2) Prepayments are sized at 125% of the prepayment assumption. A 100%
prepayment assumption assumes that prepayments start at 4% CPR in month one,
increase by approximately 1.455% each month to 20% CPR by month 12, and remain
at 20% CPR thereafter.
- -----------------------------------------------------------------------------

This information does not constitute either an offer to sell or a solicitation

of an offer to buy any of the securities referred to herein. Offers to sell and
solicitations of offers to buy the securities are made only by , and this
information must be read in conjunction with, the final Prospectus Supplement
and the related Prospectus or, if not registered under the securities laws, the
final Offering Memorandum (the "Offering Document"). Information contained
herein does not purport to be complete and is subject to the same qualifications
and assumptions, and should be considered by investors only in the light of the
same warnings, lack of assurances and representations and other precautionary
matters, as disclosed in the Offering Document. Information regarding the
underlying assets has been provided by the issuer of the securities or an
affiliate thereof and has not been independently verified by Lehman Brothers
Inc. or any affiliate. The analyses contained herein have been prepared and
delivered by Lehman Brothers Inc. and the contents and accuracy thereof have not
been reviewed by the issuer. This information was prepared on the basis of
certain assumptions (including, in certain cases, assumptions specified by the
recipient hereof) regarding payments, interest rates, weighted average lives,
weighted average loan age, losses and other matters, including, but not limited
to, the assumptions described in the Offering Document. Lehman Brothers Inc.,
and any of its affiliates, make no representation or warranty as to the actual
rate or timing of payments on any of the underlying assets or the payments or
yield on the securities. This information supersedes any prior versions hereof
and will be deemed to be superseded by any subsequent versions (including, with
respect to any description of the securities or underlying assets, the
information contained in the Offering Document).

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

<PAGE>

                                                                 LEHMAN BROTHERS

Sensitivity Analysis

                              Projected Performance
                      Under Varying Prepayment Assumptions

Group I Loans
To Maturity


<TABLE>
<S>                            <C>         <C>       <C>        <C>          <C>         <C>          <C>
Group I % Prepay Assumption      0.0%      75.0%     100.0%      120.0%     150.0%      175.0%        200.0%
Implied Seasoned CPR             0.0%      15.0%      20.0%       24.0%      30.0%       35.0%         40.0%
Group II % Prepay Assumption     0.0%      75.0%     100.0%      125.0%     150.0%      175.0%        200.0%

Class A-1F
Avg. Life (yrs)                  9.90       1.41       1.14        1.00        0.85        0.77          0.70
Window (begin-end) (mths)      1 - 178     1 - 33     1 - 26      1 - 22     1 - 18      1 - 16        1 - 14
Expected Final Maturity        7/25/12     6/25/00   11/25/99     7/25/99    3/25/99    1/25/99       11/25/98

Class A-2F
Avg. Life (yrs)                 14.84       3.02       2.35        2.00        1.65        1.45         1.30
Mod Duration (yrs)               9.20       2.66       2.11        1.82        1.52        1.34         1.21
Window (begin-end) (mths)     178 - 179   33 - 40    26 - 31     22 - 26     18 - 22     16 - 19      14 - 17
Expected Final Maturity        8/25/12    1/25/01    4/25/00    11/25/99     7/25/99     4/25/99      2/25/99
Yield @ 99.991%                  6.64       6.53       6.49        6.46        6.41        6.37         6.34

Class A-3F
Avg. Life (yrs)                 17.90       5.04       3.67        3.02        2.33        2.02         1.78
Mod Duration (yrs)              10.09       4.12       3.14        2.65        2.10        1.83         1.63
Window (begin-end) (mths)     179 - 287   40 - 104    31 - 66     26 - 53     22 - 35     19 - 30      17 - 27
Expected Final Maturity        8/25/21     5/25/06    3/25/03     2/25/02     8/25/00     3/25/00     12/25/99
Yield @ 99.975%                  6.72       6.66       6.63        6.61        6.56        6.53         6.51

Class A-4F
Avg. Life (yrs)                 25.45      10.25       6.56        5.00        3.64        2.70         2.36
Mod Duration (yrs)              11.59       7.10       5.09        4.09        3.11        2.39         2.11
Window (begin-end) (mths)     287 - 322  104 - 143    66 - 104    53 - 69     35 - 51     30 - 34      27 - 30
Expected Final Maturity        7/25/24    8/25/09     5/25/06     6/25/03    12/25/01     7/25/00      3/25/00
Yield @ 99.990%                  7.03       7.01       6.98        6.96        6.93        6.88         6.86

Class A-5F
Avg. Life (yrs)                 28.44      15.29      12.36       9.94        6.68         4.08         2.74
Mod Duration (yrs)              11.65       8.87       7.82       6.70        4.96         3.39         2.40
Window (begin-end) (mths)     322 - 357  143 - 280  104 - 226   69 - 194    51 - 171     34 - 145      30 - 36
Expected Final Maturity        6/25/27    1/25/21    7/25/16    11/25/13    12/25/11     10/25/09      9/25/00
Yield @ 99.968%                  7.36       7.35       7.34        7.33       7.31         7.27         7.21
</TABLE>

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


This information does not constitute either an offer to sell or a solicitation
of an offer to buy any of the securities referred to herein. Offers to sell and
solicitations of offers to buy the securities are made only by , and this
information must be read in conjunction with, the final Prospectus Supplement
and the related Prospectus or, if not registered under the securities laws, the
final Offering Memorandum (the "Offering Document"). Information contained
herein does not purport to be complete and is subject to the same qualifications
and assumptions, and should be considered by investors only in the light of the
same warnings, lack of assurances and representations and other precautionary
matters, as disclosed in the Offering Document. Information regarding the
underlying assets has been provided by the issuer of the securities or an
affiliate thereof and has not been independently verified by Lehman Brothers
Inc. or any affiliate. The analyses contained herein have been prepared and
delivered by Lehman Brothers Inc. and the contents and accuracy thereof have not
been reviewed by the issuer. This information was prepared on the basis of
certain assumptions (including, in certain cases, assumptions specified by the
recipient hereof) regarding payments, interest rates, weighted average lives,
weighted average loan age, losses and other matters, including, but not limited
to, the assumptions described in the Offering Document. Lehman Brothers Inc.,
and any of its affiliates, make no representation or warranty as to the actual
rate or timing of payments on any of the underlying assets or the payments or
yield on the securities. This information supersedes any prior versions hereof
and will be deemed to be superseded by any subsequent versions (including, with
respect to any description of the securities or underlying assets, the
information contained in the Offering Document).

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

<PAGE>

                                                                 LEHMAN BROTHERS

Sensitivity Analysis (continued)

                              Projected Performance
                      Under Varying Prepayment Assumptions

Group I Loans
To Maturity

<TABLE>
<S>                              <C>               <C>             <C>         <C>          <C>          <C>           <C>  
Group I % Prepay Assumption          0.0%            75.0%          100.0%       120.0%         150.0%     175.0%         200.0%
Implied Seasoned CPR                 0.0%            15.0%           20.0%       24.0%          30.0%       35.0%          40.0%
Group II % Prepay Assumption         0.0%            75.0%          100.0%       125.0%         150.0%     175.0%         200.0%

Class A-6F
Avg. Life (yrs)                     11.82            7.26            6.81         6.61           6.51       6.61           5.80
Mod Duration (yrs)                   7.70            5.43            5.18         5.08           5.02       5.07           4.57
Window (begin-end) (mths)          37 - 178        37 - 269        37 - 219     38 - 178       42 - 168   45 - 143       36 - 125
Expected Final Maturity            7/25/12         2/25/20         12/25/15      7/25/12        9/25/11    8/25/09       2/25/08
Yield @ 99.995%                      6.97            6.95            6.94         6.94           6.94       6.94           6.93

Class M-1F
Avg. Life (yrs)                     21.48            9.12            7.19         6.10           5.05       4.59           4.40
Mod Duration (yrs)                  10.48            6.26            5.25         4.63           4.01       3.73           3.63
Window (begin-end) (mths)         179 - 354        52 - 225        40 - 180     37 - 171       39 - 137   41 - 116       43 - 100
Expected Final Maturity            3/25/27          6/25/16         9/25/12     12/25/11        2/25/09    5/25/07        1/25/06
Yield @ 99.978%                      7.20            7.17            7.16         7.15           7.13       7.13           7.12

Class M-2F
Avg. Life (yrs)                     21.46            9.01            7.13         6.00           4.92       4.38           4.06
Mod Duration (yrs)                  10.26            6.15            5.18         4.54           3.90       3.57           3.37
Window (begin-end) (mths)         179 - 352        52 - 201        40 - 178     37 - 153       38 - 122   38 - 103        39 - 89
Expected Final Maturity            1/25/27         6/25/14         7/25/12      6/25/10        11/25/07    4/25/06        2/25/05
Yield @ 99.988%                      7.46            7.43            7.41         7.40           7.38       7.37           7.36

Class B-1F
Avg. Life (yrs)                     21.10            8.58            6.63         5.57           4.55       4.02           3.69
Mod Duration (yrs)                   9.93            5.90            4.89         4.28           3.65       3.31           3.09
Window (begin-end) (mths)         179 - 344        52 - 178        40 - 151     37 - 127       37 - 101    37 - 86        37 - 74
Expected Final Maturity            5/25/26          7/25/12         4/25/10      4/25/08        2/25/06   11/25/04       11/25/03
Yield @ 99.989%                      7.80            7.77            7.75         7.74           7.72       7.70           7.69
</TABLE>

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

This information does not constitute either an offer to sell or a solicitation
of an offer to buy any of the securities referred to herein. Offers to sell and
solicitations of offers to buy the securities are made only by , and this
information must be read in conjunction with, the final Prospectus Supplement
and the related Prospectus or, if not registered under the securities laws, the

final Offering Memorandum (the "Offering Document"). Information contained
herein does not purport to be complete and is subject to the same qualifications
and assumptions, and should be considered by investors only in the light of the
same warnings, lack of assurances and representations and other precautionary
matters, as disclosed in the Offering Document. Information regarding the
underlying assets has been provided by the issuer of the securities or an
affiliate thereof and has not been independently verified by Lehman Brothers
Inc. or any affiliate. The analyses contained herein have been prepared and
delivered by Lehman Brothers Inc. and the contents and accuracy thereof have not
been reviewed by the issuer. This information was prepared on the basis of
certain assumptions (including, in certain cases, assumptions specified by the
recipient hereof) regarding payments, interest rates, weighted average lives,
weighted average loan age, losses and other matters, including, but not limited
to, the assumptions described in the Offering Document. Lehman Brothers Inc.,
and any of its affiliates, make no representation or warranty as to the actual
rate or timing of payments on any of the underlying assets or the payments or
yield on the securities. This information supersedes any prior versions hereof
and will be deemed to be superseded by any subsequent versions (including, with
respect to any description of the securities or underlying assets, the
information contained in the Offering Document).

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

<PAGE>

                                                                 LEHMAN BROTHERS

Sensitivity Analysis (continued)

                              Projected Performance
                      Under Varying Prepayment Assumptions

Group I Loans
To Call

<TABLE>
<S>                                <C>            <C>        <C>  <C>          <C>          <C>         <C>
Group I % Prepay Assumption              0.0%       75.0%      100.0%       120.0%       150.0%       175.0%       200.0%
Implied Seasoned CPR                     0.0%       15.0%       20.0%        24.0%        30.0%        35.0%        40.0%
Group II % Prepay Assumption             0.0%       75.0%      100.0%       125.0%       150.0%       175.0%       200.0%

Class A-1F
Avg. Life (yrs)                         9.90        1.41        1.14         1.00         0.85         0.77         0.70
Window (begin-end) (mths)             1 - 178     1 - 33      1 - 26       1 - 22       1 - 18       1 - 16       1 - 14
Expected Final Maturity               7/25/12     6/25/00     11/25/99     7/25/99      3/25/99      1/25/99      11/25/98

Class A-2F
Avg. Life (yrs)                        14.84        3.02        2.35         2.00         1.65         1.45         1.30
Mod Duration (yrs)                      9.20        2.66        2.11         1.82         1.52         1.34         1.21
Window (begin-end) (mths)             178 - 179   33 - 40     26 - 31      22 - 26      18 - 22       16 - 19     14 - 17
Expected Final Maturity               8/25/12     1/25/01     4/25/00      11/25/99     7/25/99       4/25/99     2/25/99
Yield @ 99.991%                         6.64        6.53        6.49         6.46         6.41         6.37         6.34

Class A-3F
Avg. Life (yrs)                        17.90        5.04        3.67         3.02         2.33         2.02         1.78
Mod Duration (yrs)                     10.09        4.12        3.14         2.65         2.10         1.83         1.63
Window (begin-end) (mths)             179 - 287   40 - 104    31 - 66      26 - 53      22 - 35      19 - 30      17 - 27
Expected Final Maturity               8/25/21     5/25/06     3/25/03      2/25/02      8/25/00      3/25/00      12/25/99
Yield @ 99.975%                         6.72        6.66        6.63         6.61         6.56         6.53         6.51

Class A-4F
Avg. Life (yrs)                        25.45       10.25        6.56         5.00         3.64         2.70         2.36
Mod Duration (yrs)                     11.59        7.10        5.09         4.09         3.11         2.39         2.11
Window (begin-end) (mths)             287 - 322   104 - 143   66 - 104     53 - 69      35 - 51      30 - 34      27 - 30
Expected Final Maturity               7/25/24     8/25/09     5/25/06      6/25/03      12/25/01     7/25/00      3/25/00
Yield @ 99.990%                         7.03        7.01        6.98         6.96         6.93         6.88         6.86

Class A-5F
Avg. Life (yrs)                        27.91       12.90        9.86         7.70         5.50         4.01         2.74
Mod Duration (yrs)                     11.59        8.11        6.82         5.69         4.37         3.35         2.40
Window (begin-end) (mths)             322 - 338   143 - 156   104 - 120    69 - 100     51 - 80      34 - 67      30 - 36
Expected Final Maturity               11/25/25    9/25/10     9/25/07      1/25/06      5/25/04      4/25/03      9/25/00
Yield @ 99.968%                         7.36        7.35        7.34         7.32         7.30         7.27         7.21
</TABLE>

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


This information does not constitute either an offer to sell or a solicitation
of an offer to buy any of the securities referred to herein. Offers to sell and
solicitations of offers to buy the securities are made only by , and this
information must be read in conjunction with, the final Prospectus Supplement
and the related Prospectus or, if not registered under the securities laws, the
final Offering Memorandum (the "Offering Document"). Information contained
herein does not purport to be complete and is subject to the same qualifications
and assumptions, and should be considered by investors only in the light of the
same warnings, lack of assurances and representations and other precautionary
matters, as disclosed in the Offering Document. Information regarding the
underlying assets has been provided by the issuer of the securities or an
affiliate thereof and has not been independently verified by Lehman Brothers
Inc. or any affiliate. The analyses contained herein have been prepared and
delivered by Lehman Brothers Inc. and the contents and accuracy thereof have not
been reviewed by the issuer. This information was prepared on the basis of
certain assumptions (including, in certain cases, assumptions specified by the
recipient hereof) regarding payments, interest rates, weighted average lives,
weighted average loan age, losses and other matters, including, but not limited
to, the assumptions described in the Offering Document. Lehman Brothers Inc.,
and any of its affiliates, make no representation or warranty as to the actual
rate or timing of payments on any of the underlying assets or the payments or
yield on the securities. This information supersedes any prior versions hereof
and will be deemed to be superseded by any subsequent versions (including, with
respect to any description of the securities or underlying assets, the
information contained in the Offering Document).

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

<PAGE>

                                                                 LEHMAN BROTHERS

Sensitivity Analysis (continued)

                              Projected Performance
                      Under Varying Prepayment Assumptions

Group I Loans
To Call

<TABLE>
<S>                                   <C>         <C>         <C>          <C>          <C>          <C>          <C>
Group I % Prepay Assumption              0.0%       75.0%      100.0%       120.0%       150.0%       175.0%       200.0%
Implied Seasoned CPR                     0.0%       15.0%       20.0%        24.0%        30.0%        35.0%        40.0%
Group II % Prepay Assumption             0.0%       75.0%      100.0%       125.0%       150.0%       175.0%       200.0%

Class A-6F
Avg. Life (yrs)                        11.82        7.24        6.74         6.44         5.84         5.28         4.64
Mod Duration (yrs)                      7.70        5.43        5.15         4.99         4.64         4.29         3.84
Window (begin-end) (mths)             37 - 178    37 - 156    37 - 120     38 - 100     42 - 80      45 - 67      36 - 58
Expected Final Maturity               7/25/12     9/25/10     9/25/07      1/25/06      5/25/04      4/25/03      7/25/02
Yield @ 99.995%                         6.97        6.95        6.94         6.94         6.93         6.92         6.91

Class M-1F
Avg. Life (yrs)                        21.37        8.66        6.65         5.58         4.64         4.23         4.10
Mod Duration (yrs)                     10.46        6.10        5.02         4.38         3.79         3.52         3.44
Window (begin-end) (mths)             179 - 338   52 - 156    40 - 120     37 - 100     39 - 80      41 - 67      43 - 58
Expected Final Maturity               11/25/25    9/25/10     9/25/07      1/25/06      5/25/04      4/25/03      7/25/02
Yield @ 99.978%                         7.20        7.17        7.16         7.14         7.13         7.12         7.12

Class M-2F
Avg. Life (yrs)                        21.37        8.66        6.65         5.58         4.59         4.09         3.82
Mod Duration (yrs)                     10.25        6.03        4.98         4.34         3.72         3.40         3.21
Window (begin-end) (mths)             179 - 338   52 - 156    40 - 120     37 - 100     38 - 80      38 - 67      39 - 58
Expected Final Maturity               11/25/25    9/25/10     9/25/07      1/25/06      5/25/04      4/25/03      7/25/02
Yield @ 99.988%                         7.46        7.43        7.41         7.39         7.38         7.36         7.36

Class B-1F
Avg. Life (yrs)                        21.08        8.45        6.49         5.44         4.45         3.94         3.62
Mod Duration (yrs)                      9.92        5.85        4.83         4.22         3.60         3.26         3.04
Window (begin-end) (mths)             179 - 338   52 - 156    40 - 120     37 - 100     37 - 80      37 - 67      37 - 58
Expected Final Maturity               11/25/25    9/25/10     9/25/07      1/25/06      5/25/04      4/25/03      7/25/02
Yield @ 99.989%                         7.80        7.77        7.75         7.74         7.72         7.70         7.69
</TABLE>

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

This information does not constitute either an offer to sell or a solicitation
of an offer to buy any of the securities referred to herein. Offers to sell and
solicitations of offers to buy the securities are made only by , and this
information must be read in conjunction with, the final Prospectus Supplement
and the related Prospectus or, if not registered under the securities laws, the

final Offering Memorandum (the "Offering Document"). Information contained
herein does not purport to be complete and is subject to the same qualifications
and assumptions, and should be considered by investors only in the light of the
same warnings, lack of assurances and representations and other precautionary
matters, as disclosed in the Offering Document. Information regarding the
underlying assets has been provided by the issuer of the securities or an
affiliate thereof and has not been independently verified by Lehman Brothers
Inc. or any affiliate. The analyses contained herein have been prepared and
delivered by Lehman Brothers Inc. and the contents and accuracy thereof have not
been reviewed by the issuer. This information was prepared on the basis of
certain assumptions (including, in certain cases, assumptions specified by the
recipient hereof) regarding payments, interest rates, weighted average lives,
weighted average loan age, losses and other matters, including, but not limited
to, the assumptions described in the Offering Document. Lehman Brothers Inc.,
and any of its affiliates, make no representation or warranty as to the actual
rate or timing of payments on any of the underlying assets or the payments or
yield on the securities. This information supersedes any prior versions hereof
and will be deemed to be superseded by any subsequent versions (including, with
respect to any description of the securities or underlying assets, the
information contained in the Offering Document).

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

<PAGE>

                                                                 LEHMAN BROTHERS

Sensitivity Analysis (continued)

                              Projected Performance
                      Under Varying Prepayment Assumptions

Group II Loans
To Maturity

<TABLE>
<S>                                   <C>         <C>         <C>          <C>          <C>          <C>         <C>
Group II % Prepay Assumption             0.0%       75.0%      100.0%       125.0%       150.0%       175.0%       200.0%
Implied Seasoned CPR                     0.0%       15.0%       20.0%        25.0%        30.0%        35.0%        40.0%
Group I % Prepay Assumption              0.0%       75.0%      100.0%       120.0%       150.0%       175.0%       200.0%

Class A-1A
Avg. Life (yrs)                        20.83        4.66        3.57         2.88         2.41         2.04         1.69
Window (begin-end) (mths)             1 - 360     1 - 319     1 - 266      1 - 216      1 - 179      1 - 150      1 - 128
Expected Final Maturity               9/25/27     4/25/24     11/25/19     9/25/15      8/25/12      3/25/10      5/25/08

Class M-1A
Avg. Life (yrs)                        28.14       11.32        8.60         6.84         5.64         4.96         4.83
Window (begin-end) (mths)             312 - 359   70 - 298    53 - 241     43 - 194     37 - 160     40 - 134     43 - 114
Expected Final Maturity               8/25/27     7/25/22     10/25/17     11/25/13     1/25/11      11/25/08     3/25/07

Class M-2A
Avg. Life (yrs)                        28.14       11.21        8.49         6.75         5.57         4.80         4.35
Window (begin-end) (mths)             312 - 358   70 - 275    53 - 217     43 - 174     37 - 143     38 - 120     39 - 102
Expected Final Maturity               7/25/27     8/25/20     10/25/15     3/25/12      8/25/09      9/25/07      3/25/06

Class B-1A
Avg. Life (yrs)                        28.07       10.58        7.98         6.34         5.23         4.48         4.00
Window (begin-end) (mths)             312 - 356   70 - 234    53 - 180     43 - 143     37 - 117     37 - 99      37 - 84
Expected Final Maturity               5/25/27     3/25/17     9/25/12      8/25/09      6/25/07      12/25/05     9/25/04
</TABLE>

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

This information does not constitute either an offer to sell or a solicitation
of an offer to buy any of the securities referred to herein. Offers to sell and
solicitations of offers to buy the securities are made only by , and this
information must be read in conjunction with, the final Prospectus Supplement
and the related Prospectus or, if not registered under the securities laws, the
final Offering Memorandum (the "Offering Document"). Information contained
herein does not purport to be complete and is subject to the same qualifications
and assumptions, and should be considered by investors only in the light of the
same warnings, lack of assurances and representations and other precautionary
matters, as disclosed in the Offering Document. Information regarding the
underlying assets has been provided by the issuer of the securities or an
affiliate thereof and has not been independently verified by Lehman Brothers
Inc. or any affiliate. The analyses contained herein have been prepared and

delivered by Lehman Brothers Inc. and the contents and accuracy thereof have not
been reviewed by the issuer. This information was prepared on the basis of
certain assumptions (including, in certain cases, assumptions specified by the
recipient hereof) regarding payments, interest rates, weighted average lives,
weighted average loan age, losses and other matters, including, but not limited
to, the assumptions described in the Offering Document. Lehman Brothers Inc.,
and any of its affiliates, make no representation or warranty as to the actual
rate or timing of payments on any of the underlying assets or the payments or
yield on the securities. This information supersedes any prior versions hereof
and will be deemed to be superseded by any subsequent versions (including, with
respect to any description of the securities or underlying assets, the
information contained in the Offering Document).

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

<PAGE>

                                                                 LEHMAN BROTHERS

Sensitivity Analysis (continued)

                            Projected Performance
                     Under Varying Prepayment Assumptions

Group II Loans
To Call

<TABLE>
<S>                                   <C>        <C>          <C>         <C>        <C>        <C>       <C>         
Group II % Prepay Assumption            0.0%        75.0%      100.0%      125.0%    150.0%     175.0%     200.0%
Implied Seasoned CPR                    0.0%        15.0%       20.0%       25.0%     30.0%      35.0%      40.0%
Group I % Prepay Assumption             0.0%        75.0%      100.0%      120.0%    150.0%     175.0%     200.0%

Class A-1A
Avg. Life (yrs)                        20.72         4.34        3.32        2.71      2.26       1.91       1.59
Window (begin-end) (mths)             1 - 338      1 - 156     1 - 120     1 - 100    1 - 80     1 - 67     1 - 58
Expected Final Maturity              11/25/25      9/25/10     9/25/07     1/25/06    5/25/04    4/25/03    7/25/02

Class M-1A
Avg. Life (yrs)                       27.66          9.99        7.57        6.12      5.00       4.42       4.37
Window (begin-end) (mths)           312 - 338     70 - 156     53 - 120    43 - 100   37 - 80    40 - 67    43 - 58
Expected Final Maturity             11/25/25       9/25/10     9/25/07     1/25/06    5/25/04    4/25/03    7/25/02

Class M-2A
Avg. Life (yrs)                       27.66          9.99        7.57       6.12       5.00       4.32       3.95
Window (begin-end) (mths)           312 - 338     70 - 156     53 - 120   43 - 100    37 - 80    38 - 67    39 - 58
Expected Final Maturity             11/25/25       9/25/10     9/25/07    1/25/06     5/25/04    4/25/03    7/25/02

Class B-1A
Avg. Life (yrs)                       27.66          9.92        7.51       6.05       4.96       4.25       3.81
Window (begin-end) (mths)           312 - 338     70 - 156     53 - 120   43 - 100    37 - 80    37 - 67    37 - 58
Expected Final Maturity             11/25/25       9/25/10     9/25/07    1/25/06     5/25/04    4/25/03    7/25/02
</TABLE>

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

This information does not constitute either an offer to sell or a solicitation
of an offer to buy any of the securities referred to herein. Offers to sell and
solicitations of offers to buy the securities are made only by , and this
information must be read in conjunction with, the final Prospectus Supplement
and the related Prospectus or, if not registered under the securities laws, the
final Offering Memorandum (the "Offering Document"). Information contained
herein does not purport to be complete and is subject to the same qualifications
and assumptions, and should be considered by investors only in the light of the
same warnings, lack of assurances and representations and other precautionary
matters, as disclosed in the Offering Document. Information regarding the
underlying assets has been provided by the issuer of the securities or an
affiliate thereof and has not been independently verified by Lehman Brothers
Inc. or any affiliate. The analyses contained herein have been prepared and

delivered by Lehman Brothers Inc. and the contents and accuracy thereof have not
been reviewed by the issuer. This information was prepared on the basis of
certain assumptions (including, in certain cases, assumptions specified by the
recipient hereof) regarding payments, interest rates, weighted average lives,
weighted average loan age, losses and other matters, including, but not limited
to, the assumptions described in the Offering Document. Lehman Brothers Inc.,
and any of its affiliates, make no representation or warranty as to the actual
rate or timing of payments on any of the underlying assets or the payments or
yield on the securities. This information supersedes any prior versions hereof
and will be deemed to be superseded by any subsequent versions (including, with
respect to any description of the securities or underlying assets, the
information contained in the Offering Document).

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

<PAGE>

                                                                 LEHMAN BROTHERS

Collateral Summary

- -------------------------------------------------------------------------------
                              Initial Group I Loans
- -------------------------------------------------------------------------------
<TABLE>
<S>                                                                   <C>   <C>                  <C>
Number of Loans                                                                       2,281
Total Outstanding Principal Balance                                         $169,622,928.54
       Balloon (% of Total)                                                          30.80%
       Level Pay (% of Total)                                                        69.20%
Average Principal Balance                                                        $74,363.41      $9,570.00 - $695,500.00
Weighted Average Loan Rate                                                           11.13%      8.25% - 17.99%
Weighted Average Original Term (mos.)                                                   259      60 - 360
Weighted Average Remaining Term (mos.)                                                  257      51 - 360
Weighted Average CLTV                                                                71.91%      4.90% - 90.27%
Weighted Average Second Mortgage Ratio                                               41.60%      (for second liens only)

Lien Position (first/second)                                                   91.92%/8.08%

Property Type
        Single Family                                                                68.15%
        Two-to-Four Family                                                           24.07%
        Five-to-Eight Family                                                          2.80%
        Mixed Use                                                                     3.16%
        Condo                                                                         1.74%
        Other                                                                         0.08%

Occupancy Status
        Owner Occupied                                                               87.13%
        Investor Owner                                                               12.87%

Geographic Distribution

other states account individually for less than                         NY           45.48%      PA             4.56%
3% of Group I pool balance                                              OH            7.36%      IN             4.06%
                                                                        NJ            7.08%      IL             3.62
                                                                        GA            4.98%      FL             3.35

Origination Year                                                      1997           99.92%      1996           0.08%

Credit Class                                                             A           45.69%      C              18.44%
                                                                         B           30.08%      D              5.79%
</TABLE>

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

This information does not constitute either an offer to sell or a solicitation
of an offer to buy any of the securities referred to herein. Offers to sell and
solicitations of offers to buy the securities are made only by , and this

information must be read in conjunction with, the final Prospectus Supplement
and the related Prospectus or, if not registered under the securities laws, the
final Offering Memorandum (the "Offering Document"). Information contained
herein does not purport to be complete and is subject to the same qualifications
and assumptions, and should be considered by investors only in the light of the
same warnings, lack of assurances and representations and other precautionary
matters, as disclosed in the Offering Document. Information regarding the
underlying assets has been provided by the issuer of the securities or an
affiliate thereof and has not been independently verified by Lehman Brothers
Inc. or any affiliate. The analyses contained herein have been prepared and
delivered by Lehman Brothers Inc. and the contents and accuracy thereof have not
been reviewed by the issuer. This information was prepared on the basis of
certain assumptions (including, in certain cases, assumptions specified by the
recipient hereof) regarding payments, interest rates, weighted average lives,
weighted average loan age, losses and other matters, including, but not limited
to, the assumptions described in the Offering Document. Lehman Brothers Inc.,
and any of its affiliates, make no representation or warranty as to the actual
rate or timing of payments on any of the underlying assets or the payments or
yield on the securities. This information supersedes any prior versions hereof
and will be deemed to be superseded by any subsequent versions (including, with
respect to any description of the securities or underlying assets, the
information contained in the Offering Document).

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

<PAGE>

                                                                 LEHMAN BROTHERS

Collateral Summary (continued)

- -------------------------------------------------------------------------------
                             Initial Group II Loans
- -------------------------------------------------------------------------------
<TABLE>
<S>                                                               <C>     <C>               <C>
Number of Loans                                                                     524
Total Outstanding Principal Balance                                       $50,069,826.89
      Balloon (% of Total)                                                        0.00%
      Level Pay (% of Total)                                                    100.00%
Average Principal Balance                                                    $95,553.10     $14,000.00 - $599,771.30
Weighted Average Loan Rate                                                       10.84%     7.80% - 15.50%
Weighted Average Margin                                                           6.69%     3.70% - 10.25%
Weighted Average Original Term (mos.)                                               360     240 - 360
Weighted Average Remaining Term (mos.)                                              359     239 - 360
Weighted Average Life Cap                                                        16.94%     13.75% - 21.50%
Weighted Average Periodic Cap                                                     1.00%     1.00% - 1.00%
Weighted Average Floor                                                           10.29%     4.40% - 14.90%
Index                                                                     6 month LIBOR     100.00%
Weighted Average CLTV                                                            77.19%     18.88% - 90.46%

Lien Position (first/second)                                                    100.00%

Property Type
        Single Family                                                            81.72%
        Two-to-Four Family                                                       13.90%
        Mixed Use                                                                 0.06%
        Condo                                                                     4.32%

Occupancy Status
        Owner Occupied / Investor Owned                                    92.67%/7.33%

Geographic Distribution

other states account individually for less than                     NY           17.89%     MA             6.70%
3% of Group II principal balance                                    OH           13.91%     PA             5.72%
                                                                    NJ           13.04%     MI             5.56%
                                                                    IL           10.07%     NH             3.45%
                                                                    GA            8.49%

Origination Year                                                  1997           99.78%     1996          0.22%

Credit Class                                                         A           51.56%     C             20.01%
                                                                     B           24.43%     D             4.00%
</TABLE>

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

This information does not constitute either an offer to sell or a solicitation

of an offer to buy any of the securities referred to herein. Offers to sell and
solicitations of offers to buy the securities are made only by , and this
information must be read in conjunction with, the final Prospectus Supplement
and the related Prospectus or, if not registered under the securities laws, the
final Offering Memorandum (the "Offering Document"). Information contained
herein does not purport to be complete and is subject to the same qualifications
and assumptions, and should be considered by investors only in the light of the
same warnings, lack of assurances and representations and other precautionary
matters, as disclosed in the Offering Document. Information regarding the
underlying assets has been provided by the issuer of the securities or an
affiliate thereof and has not been independently verified by Lehman Brothers
Inc. or any affiliate. The analyses contained herein have been prepared and
delivered by Lehman Brothers Inc. and the contents and accuracy thereof have not
been reviewed by the issuer. This information was prepared on the basis of
certain assumptions (including, in certain cases, assumptions specified by the
recipient hereof) regarding payments, interest rates, weighted average lives,
weighted average loan age, losses and other matters, including, but not limited
to, the assumptions described in the Offering Document. Lehman Brothers Inc.,
and any of its affiliates, make no representation or warranty as to the actual
rate or timing of payments on any of the underlying assets or the payments or
yield on the securities. This information supersedes any prior versions hereof
and will be deemed to be superseded by any subsequent versions (including, with
respect to any description of the securities or underlying assets, the
information contained in the Offering Document).

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

<PAGE>

                                                                LEHMAN BROTHERS

Collateral Summary (continued)

- ------------------------------------------------------------------------------
                             Initial Group II Loans
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- ---------------------------   -----------    -----------   ---------   ------------    -------------   ----------
      Loan Type                  % by        Wtd. Avg.       Wtd.      Periodic Cap    Periodic Cap     Wtd. Avg.
                               Principal     Loan Rate       Avg.      (1st Reset)     (Subs. Reset)    Life Cap
                                Balance                     Margin
- ---------------------------   -----------    -----------   ---------   ------------    -------------   ----------
<S>                           <C>            <C>           <C>         <C>             <C>             <C>
             6 mo LIBOR          41.25%          10.72%      6.89%           1.04%           1.00%        16.83%
   2 Yr Fix, 6 mo LIBOR          58.06%          10.93%      6.55%           2.97%           1.00%        17.01%
   3 Yr Fix, 6 mo LIBOR           0.69%          11.06%      6.53%           3.00%           1.00%        17.06%
- ---------------------------   -----------    -----------   ---------   ------------    -------------   ----------
</TABLE>

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

This information does not constitute either an offer to sell or a solicitation
of an offer to buy any of the securities referred to herein. Offers to sell and
solicitations of offers to buy the securities are made only by , and this
information must be read in conjunction with, the final Prospectus Supplement
and the related Prospectus or, if not registered under the securities laws, the
final Offering Memorandum (the "Offering Document"). Information contained
herein does not purport to be complete and is subject to the same qualifications
and assumptions, and should be considered by investors only in the light of the
same warnings, lack of assurances and representations and other precautionary
matters, as disclosed in the Offering Document. Information regarding the
underlying assets has been provided by the issuer of the securities or an
affiliate thereof and has not been independently verified by Lehman Brothers
Inc. or any affiliate. The analyses contained herein have been prepared and
delivered by Lehman Brothers Inc. and the contents and accuracy thereof have not
been reviewed by the issuer. This information was prepared on the basis of
certain assumptions (including, in certain cases, assumptions specified by the
recipient hereof) regarding payments, interest rates, weighted average lives,
weighted average loan age, losses and other matters, including, but not limited
to, the assumptions described in the Offering Document. Lehman Brothers Inc.,
and any of its affiliates, make no representation or warranty as to the actual
rate or timing of payments on any of the underlying assets or the payments or
yield on the securities. This information supersedes any prior versions hereof
and will be deemed to be superseded by any subsequent versions (including, with
respect to any description of the securities or underlying assets, the
information contained in the Offering Document).

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