<PAGE>
Rule 424(b)(5)
File # 33-84910
SUPPLEMENT
TO PROSPECTUS SUPPLEMENT DATED SEPTEMBER 19, 1995
(To Prospectus dated November 23, 1994)
CWMBS, INC.
Depositor
(LOGO) Independent
National
Mortgage Corporation
Seller and Master Servicer
Mortgage Pass-Through Certificates, Series 1995-Q
-------------------------
This Supplement relates to the offering by the Seller of the Class B-1
and Class B-2 Certificates of the Series referenced above. This Supplement
does not contain complete information about the offering of the Class B-1 and
Class B-2 Certificates. Additional information is contained in the
Prospectus Supplement dated September 19, 1995 (the "Prospectus Supplement")
prepared in connection with the offering of the Offered Certificates of the
Series referenced above and in the Prospectus of the Depositor dated November
23, 1994 (the "Prospectus"). Purchasers are urged to read this Supplement,
the Prospectus Supplement and the Prospectus in full.
As of April 25, 1996 (the "Certificate Date"), the Class Certificate
Balances of the Class B-1 and Class B-2 Certificates were approximately
$6,775,639 and $3,387,321, respectively.
THE CLASS B-1 AND CLASS B-2 CERTIFICATES DO NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE SELLER, THE MASTER SERVICER, THE
TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CLASS B-1 NOR
CLASS B-2 CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY
ANY GOVERNMENTAL ENTITY, THE DEPOSITOR, THE SELLER, THE MASTER SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES OR ANY OTHER PERSON. DISTRIBUTIONS ON THE
CLASS B-1 AND CLASS B-2 CERTIFICATES WILL BE PAYABLE SOLELY FROM THE ASSETS
TRANSFERRED TO THE TRUST FUND FOR THE BENEFIT OF CERTIFICATEHOLDERS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS SUPPLEMENT, THE PROSPECTUS SUPPLEMENT OR
THE PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
The Class B-1 and Class B-2 Certificates offered hereby will be sold
directly by the Seller. Proceeds to the Seller from the sale of the Class
B-1 Certificates are expected to be approximately 94.09375% of the aggregate
principal balance of the Class B-1 Certificates as of the Certificate Date
and the proceeds to the Seller from the sale of the Class B-2 Certificates
are expected to be approximately 92.06250% of the aggregate principal balance
of the Class B-2 Certificates as of the Certificate Date, in each case before
deducting sale expenses payable by the Seller.
It is expected that the Class B-1 and Class B-2 Certificates will be
delivered by the Seller on or about May 14, 1996.
MAY 14, 1996
<PAGE>
UNTIL NINETY DAYS AFTER THE DATE OF THIS SUPPLEMENT, ALL DEALERS
EFFECTING TRANSACTIONS IN THE CLASS B-1 AND CLASS B-2 CERTIFICATES, WHETHER
OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A
SUPPLEMENT, THE PROSPECTUS SUPPLEMENT AND THE PROSPECTUS. THIS IS IN
ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A SUPPLEMENT, THE PROSPECTUS
SUPPLEMENT AND THE PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT
TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
This Supplement is qualified in its entirety by reference to the
detailed information appearing in the accompanying Prospectus Supplement and
Prospectus. Certain capitalized terms used in this Supplement are defined
in the Prospectus Supplement or the Prospectus.
SS-2
<PAGE>
THE MORTGAGE POOL
As of April 1, 1996 (the "Reference Date"), the Mortgage Pool included
approximately 1,077 Mortgage Loans having an aggregate Stated Principal
Balance of approximately $148,296,477.
The following table summarizes the delinquency and foreclosure
experience of the Mortgage Loans as of the Reference Date.
<TABLE>
<CAPTION>
AS OF
APRIL 1, 1996
-------------
<S> <C>
Total Number of Mortgage Loans . . . . . . . . . . . . . . . . . . . . . . 1,077
Delinquent Mortgage Loans and Pending Foreclosures at Period End (1)
30-59 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.86%
60-89 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.28
90 days or more (excluding pending foreclosures) . . . . . . . . . . . 0.28
----
Total Delinquencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.42%
====
Foreclosures Pending . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.19%
----
Total delinquencies and foreclosures pending . . . . . . . . . . . . . . . 2.61%
====
</TABLE>
- ----------------------
(1) As a percentage of the total number of Mortgage Loans as of the
Reference Date.
None of the Mortgage Loans has been converted to REO since the Reference
Date and, as of the Reference Date, there have been no Realized Losses.
Certain information as to the Mortgage Loans as of the Reference Date
is set forth in Exhibit 2 in tabular format. Other than with respect to
rates of interest, percentages (approximate) are stated in such tables by
Stated Principal Balance of the Mortgage Loans as of the Reference Date and
have been rounded in order to total 100.00%.
SS-3
<PAGE>
SERVICING OF MORTGAGE LOANS
THE MASTER SERVICER
INMC will continue to act as Master Servicer under the Agreement.
FORECLOSURE AND DELINQUENCY EXPERIENCE
The following table summarizes the delinquency and foreclosure
experience, respectively, as of December 31, 1994, December 31, 1995 and
March 31, 1996 on approximately $6.8 billion, $9.4 billion and $9.9 billion,
respectively, in outstanding principal balance of conventional mortgage loans
master serviced by the Master Servicer. INMC commenced master servicing
conventional mortgage loans during April 1993. The delinquency and
foreclosure percentages may be affected by the size and relative lack of
seasoning of the servicing portfolio because many of such mortgage loans were
not outstanding long enough to give rise to some or all of the indicated
periods of delinquency. Accordingly, the information should not be
considered as a basis for assessing the likelihood, amount or severity of
delinquency or losses on the Mortgage Loans, and no assurances can be given
that the foreclosure and delinquency experience presented in the table below
will be indicative of such experience on the Mortgage Loans in the future:
<TABLE>
<CAPTION>
As of As of
December 31, March 31,
------------------ ---------
1994 1995 1996
------------------ ----
<S> <C> <C> <C>
Total Number of Conventional Mortgage Loans in
Portfolio . . . . . . . . . . . . . . . . . . . . 30,803 53,101 57,435
Delinquent Mortgage Loans and Pending Foreclosures at
Period End(1):
30-59 days . . . . . . . . . . . . . . . . . 0.83% 2.30% 2.12%
60-89 days . . . . . . . . . . . . . . . . . 0.13 0.42 0.46
90 days or more (excluding pending foreclosures) . . . 0.09 0.38 0.42
---- ---- ----
Total Delinquencies . . . . . . . . . . . . . . . 1.05% 3.10% 3.00%
==== ==== ====
Foreclosures pending . . . . . . . . . . . . . . . . . 0.07 0.30 0.43
---- ---- ----
Total delinquencies and foreclosures pending . . . . . 1.12% 3.40% 3.43%
==== ==== ====
</TABLE>
______________
(1) As a percentage of the total number of loans master serviced.
DESCRIPTION OF THE CLASS B-1 AND CLASS B-2 CERTIFICATES
The Class B-1 and Class B-2 Certificates are Subordinated Certificates.
To the extent funds are available therefor, the Class B-1 and Class B-2
Certificates will be entitled to receive interest in the amount of the
Interest Distribution Amount for such Class as described in the Prospectus
Supplement under "Description of the Certificates -- Interest". The Class
B-1 and Class B-2 Certificates are allocated amounts received in respect of
principal on the Mortgage Loans based on the Subordinated Principal
Distribution Amount as described in the Prospectus Supplement under
"Description of the Certificates -- Principal -- Subordinated Principal
Distribution Amount". Distributions of principal of the Subordinated
Certificates will be made sequentially to the Classes of Subordinated
Certificates in the order of their numerical Class designations, beginning
with the Class B-1 Certificates, until the respective Class Certificate
Balances thereof have been reduced to zero. Realized Losses will be
allocated to the Class B-1 and Class B-2 Certificates as described in the
Prospectus Supplement under "Description of the Certificates -- Allocation
of Losses". Additional information relating to distributions of certain
unscheduled payments in respect of principal (including, but not limited to,
partial principal prepayments
SS-4
<PAGE>
and principal prepayments in full) are set forth in the Prospectus Supplement
under "Description of the Certificates -- Principal".
As of the Certificate Date, the Class Certificate Balance of the Class
B-1 Certificates was approximately $6,775,639, evidencing a beneficial
ownership interest of approximately 4.57% in the Trust Fund. As of the
Certificate Date, the Class B-2 Certificates had an aggregate principal
balance of approximately $3,387,321, evidencing in the aggregate a beneficial
ownership interest of approximately 2.28% in the Trust Fund. As of the
Certificate Date, the Senior Certificates had an aggregate principal balance
of approximately $132,627,187 and evidenced in the aggregate a beneficial
ownership interest of approximately 89.43% in the Trust Fund. As of the
Certificate Date, the Class B-3, Class B-4, Class B-5 and Class B-6
Certificates had aggregate principal balances of $2,541,488, $1,100,880,
$677,464 and $1,186,497, respectively, and evidenced in the aggregate a
beneficial ownership interest of approximately 1.71%, 0.74%, 0.46% and 0.80%,
respectively, in the Trust Fund. The Class B-2, Class B-3, Class B-4, Class
B-5 and Class B-6 Certificates are the only Certificates supporting the Class
B-1 Certificates. The Class B-3, Class B-4, Class B-5 and Class B-6
Certificates are the only Certificates supporting the Class B-2 Certificates.
For additional information with respect to the Class B-1 and Class B-2
Certificates, see "Description of the Certificates" in the Prospectus
Supplement.
REPORTS TO CERTIFICATEHOLDERS
The most recent monthly statement that has been furnished to
Certificateholders of record on the most recent Distribution Date is included
herein at Exhibit 1.
CREDIT ENHANCEMENT
SUBORDINATION OF CERTAIN CLASSES
As of the Reference Date, the Special Hazard Loss Coverage Amount,
Bankruptcy Loss Coverage Amount and Fraud Loss Coverage Amount were
approximately $1,892,943, $100,000 and $3,400,473, respectively.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
Prospective purchasers of the Class B-1 and Class B-2 Certificates
should consider carefully the income tax consequences of an investment in the
Class B-1 and Class B-2 Certificates discussed under "Certain Federal Income
Tax Consequences" in the Prospectus Supplement and in the Prospectus. Such
purchasers should also consult their own tax advisors with respect to those
consequences.
ERISA CONSIDERATIONS
Prospective purchasers of the Class B-1 and Class B-2 Certificates
should consider carefully the ERISA consequences of an investment in the
Class B-1 and Class B-2 Certificates discussed under "ERISA Considerations"
in the Prospectus, the Prospectus Supplement and herein, and should consult
their own advisors with respect to those consequences. As described in the
Prospectus Supplement, the Class B-1 and Class B-2 Certificates do not
qualify for purposes of the Exemption, PTCE 83-1, or any other issued
exemption under ERISA.
RATINGS
SS-5
<PAGE>
The Class B-1 and Class B-2 Certificates are currently rated "AA" and
"A", respectively, by Fitch Investors Service, L.P. See "Ratings" in the
Prospectus Supplement.
USE OF PROCEEDS
The Seller intends to use the net proceeds from the sale of the Class
B-1 and Class B-2 Certificates for general corporate purposes.
SS-6
<PAGE>
EXHIBIT 1
Most Recent Statement to Certificateholders
THE BANK OF NEW YORK
CORPORATE TRUST AND AGENCY SERVICES
101 BARCLAY STREET
NEW YORK, NEW YORK 10286
CWMBS, INC.
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1995-Q
STATEMENT TO CERTIFICATEHOLDERS PREPARED PURSUANT TO SECTION 4.04 OF THE
POOLING AND SERVICING AGREEMENTS DATED SEPTEMBER 1, 1995
CUSIP #126691
<TABLE>
<CAPTION>
4.06(i) Reduction of the Stated Amount of SINGLE TOTAL
Certificates CERTIFICATE AMOUNT
<S> <C> <C> <C>
Class A-1 Certificates KQ6 $24.49714646 $154,870.96
Class A-2 Certificates KR4 $23.52946823 $1,155,532.18
Class A-3 Certificates KS2 $16.89425830 $1,014,500.21
Class A-4 Certificates KT0 ($0.00000000) ($0.00)
Class A-5 Certificates KU7 $0.00000000 $0.00
Class A-6 Certificates KV5 ($0.00000000) ($0.00)
Class A-7 Certificates KW3 $0.00000000 $0.00
Class A-8 Certificates KX1 ($0.00000000) ($0.00)
Class A-9 Certificates KY9 $0.00000000 $0.00
Class A-10 Certificates KZ6 $0.00000000 $0.00
Class A-11 Certificates LA0 $0.55769891 $4,740.44
Class PO Certificates LB8 $1.46893186 $174.38
Class X Certificates KK9 N/A N/A
Class A-R Certificates KL7 $0.00000000 $0.00
Class B-1 Certificates KM5 $0.55769891 $3,792.91
Class B-2 Certificates KN3 $0.55769891 $1,896.18
Class B-3 Certificates KP8 $0.55769891 $1,422.69
Class B-4 Certificates $0.55769891 $616.26
Class B-5 Certificates $0.55769891 $379.24
Class B-6 Certificates $0.55769891 $664.18
Total Amount 2,338,589.63
Aggregate amount of any Principal Prepayments 2,254,312.91
</TABLE>
<TABLE>
<CAPTION>
SINGLE TOTAL
4.06(ii) Amount of distribution representing interest CERTIFICATE AMOUNT
<S> <C> <C>
Class A-1 Certificates $4.98595439 $31,521.20
Class A-2 Certificates $5.03588630 $247,312.38
Class A-3 Certificates $5.37826120 $322,964.59
Class A-4 Certificates $6.04166667 $32,153.75
Class A-5 Certificates $6.25000000 $31,250.00
Class A-6 Certificates $6.66666667 $11,200.00
SS-7
<PAGE>
Class A-7 Certificates $6.25000000 $28,125.00
Class A-8 Certificates $6.25000000 $52,356.25
Class A-9 Certificates $6.16666667 $32,775.83
Class A-10 Certificates $0.01666667 $88.58
Class A-11 Certificates $6.23017990 $52,956.53
Class PO Certificates N/A N/A
Class X Certificates $1.03762614 $175,615.22
Class A-R Certificates $0.00000000 $0.00
Class B-1 Certificates $6.23017990 $42,371.45
Class B-2 Certificates $6.23017990 $21,182.61
Class B-3 Certificates $6.23017990 $15,893.19
Class B-4 Certificates $6.23017990 $6,884.35
Class B-5 Certificates $6.23017990 $4,236.52
Class B-6 Certificates $6.23017990 $7,419.76
Total Amount 1,116,307.21
4.06(iii) Amount of interest shortfall 0.00
</TABLE>
<TABLE>
<CAPTION>
4.06(iv) Stated Amount of Certificates
after this Distribution
ORIGINAL SINGLE TOTAL
BALANCE CERTIFICATE AMOUNT
<S> <C> <C> <C>
Class A-1 Certificates 5,043,392.58 $773.25555593 $4,888,521.62
Class A-2 Certificates 39,569,980.22 $782.21234041 $38,414,448.04
Class A-3 Certificates 51,674,333.62 $843.62753384 $50,659,833.41
Class A-4 Certificates 5,322,000.00 $1,000.00000000 $5,322,000.00
Class A-5 Certificates 5,000,000.00 $1,000.00000000 $5,000,000.00
Class A-6 Certificates 1,680,000.00 $1,000.00000000 $1,680,000.00
Class A-7 Certificates 4,500,000.00 $1,000.00000000 $4,500,000.00
Class A-8 Certificates 8,377,000.00 $1,000.00000000 $8,377,000.00
Class A-9 Certificates 5,315,000.00 $1,000.00000000 $5,315,000.00
Class A-10 Certificates 5,315,000.00 $1,000.00000000 $5,315,000.00
Class A-11 Certificates 8,473,044.67 $996.27108521 $8,468,304.22
Class PO Certificates 118,712.11 $17.51798700 $2,079.60
Class X Certificates 169,247,104.09 $874.81952767 $148,060,671.66
Class A-R Certificates 0.00 $0.00 $0.00
Class B-1 Certificates 6,779,432.56 $996.27108521 $6,775,639.65
Class B-2 Certificates 3,389,217.87 $996.27108521 $3,387,321.69
Class B-3 Certificates 2,542,910.23 $996.27108521 $2,541,487.54
Class B-4 Certificates 1,101,495.81 $996.27108521 $1,100,879.55
Class B-5 Certificates 677,843.57 $996.27108521 $677,464.34
Class B-6 Certificates 1,187,161.24 $996.27108521 $1,186,497.05
Total $148,296,476.71
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
4.06(v) The Pool Stated Principal Balance for the following
Distribution Date $148,296,477.35
4.06(vi) Senior Percentage for this Distribution Date 89.5918684465%
Subordinated Percentage for this Distribution Date 10.4081315535%
4.06(vii) Amount of the Master Servicing Fees paid to or retained by the Master
Servicer with respect to such Distribution Date 37,870.44
</TABLE>
SS-8
<PAGE>
<TABLE>
<CAPTION>
4.06(viii) Pass-Through Rate and for
each Class of Certificates
<S> <C>
Class A-1 Certificates 7.50000000%
Class A-2 Certificates 7.50000000%
Class A-3 Certificates 7.50000000%
Class A-4 Certificates 7.25000000%
Class A-5 Certificates 7.50000000%
Class A-6 Certificates 8.00000000%
Class A-7 Certificates 7.50000000%
Class A-8 Certificates 7.50000000%
Class A-9 Certificates 7.40000000%
Class A-10 Certificates 0.02000000%
Class A-11 Certificates 7.50000000%
Class PO Certificates N/A
Class X Certificates 1.40124039%
Class A-R Certificates 7.50000000%
Class B-1 Certificates 7.50000000%
Class B-2 Certificates 7.50000000%
Class B-3 Certificates 7.50000000%
Class B-4 Certificates 7.50000000%
Class B-5 Certificates 7.50000000%
Class B-6 Certificates 7.50000000%
4.06(ix) Amount of Advances included in the distribution on such Distribution
Date 32,978.49
Aggregate amount of Advances outstanding as of the close of
business on such Distribution Date 45,707.47
</TABLE>
<TABLE>
<CAPTION>
4.06(x) The number and aggregate principal amounts of
Mortgage Loans delinquent
<S> <C> <C>
30 to 59 days 20 $2,835,044.63
60 to 89 days 3 $664,564.79
90 or more 3 $430,947.32
The number and aggregate principal amounts of
Mortgage Loans in foreclosure and delinquent
30 to 59 days 20 $2,835,044.63
60 to 89 days 3 $664,564.79
90 or more 5 $1,044,296.47
Bankruptcy 1 $633,394.71
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
4.06(xi) The aggregate dollar amount of Scheduled Payments
for each of Mortgage Loan for the preceding 12 calendar
months or all calendar months since cut-off date
(a) All outstanding Mortgage Loans on each Due Date 0.00
(b) Delinquent 60 days or more on each of the Due Dates 0.00
4.06(xii) Loan number and Stated Principal Balance of any
Mortgage Loan that became an REO Property during
the preceding calendar month 0 $0.00
4.06(xiii) Total number and principal balance of any REO
Properties as of the close of business on the
Determination Date preceding such Distribution Date 0 $0.00
</TABLE>
SS-9
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
4.06(xiv) Senior Prepayment Percentage 100.0000000000%
4.06(xv) Aggregate amount of Realized Losses incurred during
the preceding calendar month $0.00
Aggregate amount of Realized Losses through
Distribution Date $0.00
4.06(xvi) Special Hazard Loss Coverage Amount 1,892,943.22
Required Fraud Loss Coverage 3,400,473.00
Current Bankruptcy Amount 100,000.00
</TABLE>
<TABLE>
<CAPTION>
4.06(xvii) Guaranteed Distributions for such Distribution date
and amounts in respect of the Guaranteed Distributions
paid under the applicable Policy
<S> <C>
A-4 $0.00
A-6 $0.00
A-9 $0.00
4.06(xviii) Withdrawal from Reserve Fund for such Distribution Date
A-4 $0.00
A-5 $0.00
A-6 $0.00
A-9 $0.00
4.06(xix) Amount remaining in the Reserve Fund after taking into
account amounts withdrawn for such distribution date
A-4 $5,628.15
A-5 $13,276.67
A-6 $1,965.15
A-9 $12,024.95
</TABLE>
SS-10
<PAGE>
EXHIBIT 2
Mortgage Rates(1)
-----------------
<TABLE>
<CAPTION> Aggregate
Number of Principal
Mortgage Rates Mortgage Balance Percent of
(%) Loans Outstanding Mortgage Pool
-------------- ---------- ----------- -------------
<S> <C> <C> <C>
7.625 1 $ 53,899 0.04%
7.875 1 181,907 0.12
8.000 1 93,086 0.06
8.125 3 498,080 0.34
8.250 5 1,358,661 0.92
8.375 3 592,996 0.40
8.430 1 253,438 0.17
8.500 19 3,264,283 2.20
8.505 1 99,501 0.07
8.575 1 149,266 0.10
8.625 22 3,678,833 2.48
8.750 26 4,470,834 3.01
8.780 1 358,808 0.24
8.875 89 15,041,104 10.14
8.905 2 75,802 0.05
8.950 1 74,959 0.05
8.975 1 108,544 0.07
8.990 1 101,741 0.07
9.000 107 14,416,511 9.72
9.025 1 128,101 0.09
9.030 1 243,766 0.16
9.100 1 91,542 0.06
9.125 92 12,729,586 8.58
9.205 1 83,592 0.06
9.210 1 34,850 0.02
9.250 142 20,571,123 13.87
9.375 107 14,826,030 10.00
9.455 1 80,825 0.05
9.500 141 17,726,632 11.95
9.580 1 93,577 0.06
9.625 96 11,957,900 8.06
9.750 104 12,796,288 8.63
9.780 1 283,788 0.19
9.875 47 6,002,690 4.05
10.000 16 2,229,729 1.50
10.023 1 92,663 0.06
10.125 13 1,242,951 0.84
10.250 13 1,209,065 0.82
10.375 7 625,719 0.42
10.500 2 187,438 0.13
10.625 2 186,371 0.13
----- ------------- -------
Total 1077 $ 148,296,477 100.00%
===== ============= =======
</TABLE>
<PAGE>
(1) As of the Reference Date, the weighted average Mortgage Rate of the
Mortgage Loans is expected to be approximately 9.283% per annum.
SS-2
<PAGE>
Original Loan-to-Value Ratio(1)
-------------------------------
<TABLE>
<CAPTION> Aggregate
Original Number of Principal
Loan-to-Value Mortgage Balance Percent of
Ratios (%) Loans Outstanding Mortgage Pool
------------- --------- ----------- -------------
<S> <C> <C> <C>
60.00 and Below 148 $ 16,211,708 10.93%
60.01 -- 65.00 70 9,702,025 6.54
65.01 -- 70.00 160 18,391,258 12.40
70.01 -- 75.00 221 33,704,623 22.73
75.01 -- 80.00 341 47,778,294 32.22
80.01 -- 85.00 5 976,655 0.66
85.01 -- 90.00 98 14,574,023 9.83
90.01 -- 95.00 34 6,957,892 4.69
---- -------------- ------
Total 1077 $ 148,296,477 100.00%
==== ============== ======
</TABLE>
(1) The weighted average original Loan-to-Value Ratio of the Mortgage Loans
is execpted to be approximately 74.75%.
Current Mortgage Loan Principal Balances(1)
-------------------------------------------
<TABLE>
<CAPTION> Aggregate
Range of Current Number of Principal
Mortgage Loan Mortgage Balance Percent of
Principal Balances Loans Outstanding Mortgage Pool
------------------ --------- ----------- -------------
<S> <C> <C> <C>
$0 -- $50,000 101 $ 4,134,397 2.79%
$50,001 -- $100,000 380 28,664,712 19.33
$100,001 -- $150,000 273 33,404,272 22.53
$150,001 -- $200,000 119 20,554,832 13.86
$200,001 -- $250,000 93 20,874,751 14.08
$250,001 -- $300,000 38 10,344,757 6.98
$300,001 -- $350,000 30 9,753,376 6.58
$350,001 -- $400,000 13 4,859,335 3.28
$400,001 -- $450,000 9 3,868,643 2.61
$450,001 -- $500,000 8 3,876,794 2.61
$500,001 -- $550,000 3 1,609,584 1.09
$550,001 -- $600,000 5 2,826,335 1.91
$600,001 -- $650,000 3 1,925,142 1.30
$650,001 -- $700,000 1 653,595 0.44
$900,001 -- $950,000 1 945,952 0.64
--- ----------- ------
Total 1077 $ 148,296,477 100.00%
==== ============== ======
</TABLE>
(1) As of Reference Date, the average current Mortgage Loan principal
balance is expected to be approximately $137,694.
SS-3
<PAGE>
Original Terms to Maturity(1)
-----------------------------
<TABLE>
<CAPTION> Aggregate
Number of Principal
Original Term to Mortgage Balance Percent of
Maturity (Months) Loans Outstanding Mortgage Pool
----------------- --------- ----------- -------------
<S> <C> <C> <C>
360 1077 $ 148,296,477 100.00%
---- ------------- ------
Total 1077 $ 148,296,477 100.00%
==== ============= ======
</TABLE>
(1) As of the Reference Date, the weighted average remaining term to
maturity of the Mortgage Loans is expected to be approximately 352 months.
Documentation for Mortgage Loans
--------------------------------
<TABLE>
<CAPTION> Aggregate
Number of Principal
Type of Mortgage Balance Percent of
Program Loans Outstanding Mortgage Pool
------- --------- ----------- -------------
<S> <C> <C> <C>
Full 301 $ 43,236,701 29.16%
Alternative 71 9,957,102 6.71
Reduced 701 94,650,758 63.83
No Income/No Asset 4 451,916 0.30
---- -------------- ------
Total 1077 $ 148,296,477 100.00%
==== ============== ======
</TABLE>
SS-4
<PAGE>
State Distributions of Mortgaged Properties(1)
----------------------------------------------
<TABLE>
<CAPTION> Aggregate
Number of Principal
Mortgage Balance Percent of
State Loans Outstanding Mortgage Pool
----- --------- ----------- -------------
<S> <C> <C> <C>
Arizona 67 $ 7,167,027 4.83%
California 319 58,504,739 39.45
Colorado 58 7,491,406 5.05
Florida 103 9,877,569 6.66
Hawaii 14 4,199,229 2.83
Massachusetts 28 3,231,876 2.18
New Jersey 47 5,987,822 4.04
Nevada 45 5,348,729 3.61
New York 32 4,937,895 3.33
Oregon 42 4,537,082 3.06
Texas 34 3,851,884 2.60
Washington 55 6,517,153 4.39
Other 233 26,644,066 17.97
---- ------------- ------
Total 1077 $ 148,296,477 100.00%
==== ============= ======
</TABLE>
(1) Other includes 29 other states, the District of Columbia, with under 2%
concentration individually. No more than approximately 0.86% of the
Mortgage Loans will be secured by Mortgaged Properties located in any
one postal zip code area.
Purpose of Mortgage Loans
-------------------------
<TABLE>
<CAPTION> Aggregate
Number of Principal
Mortgage Balance Percent of
Loan Purpose Loans Outstanding Mortgage Pool
------------ --------- ----------- -------------
<S> <C> <C> <C>
Purchase 599 $ 78,409,638 52.87%
Refinance (Rate or
Term) 164 29,524,576 19.91
Refinance (cash-out) 314 40,362,262 27.22
---- -------------- ------
Total 1077 $ 148,296,477 100.00%
==== ============== ======
</TABLE>
SS-5
<PAGE>
Type of Mortgaged Properties
----------------------------
<TABLE>
<CAPTION> Aggregate
Number of Principal
Mortgage Balance Percent of
Property Type Loans Outstanding Mortgage Pool
------------- --------- ----------- -------------
<S> <C> <C> <C>
Single Family 873 $ 123,430,088 83.23%
Planned Unit
Development (PUD) 18 2,747,148 1.85
Low Rise Condominium 66 6,001,708 4.05
2-4 Units 105 14,731,180 9.93
Cooperative 5 374,507 0.25
High Rise Condominium 6 504,171 0.34
Condo-Hotel 3 258,970 0.17
Townhome 1 248,706 0.17
---- -------------- ------
Total 1077 $ 148,296,477 100.00%
==== ============== ======
</TABLE>
Occupancy Types(1)
------------------
<TABLE>
<CAPTION> Aggregate
Number of Principal
Mortgage Balance Percent of
Occupancy Type Loans Outstanding Mortgage Pool
-------------- --------- ----------- -------------
<S> <C> <C> <C>
Primary Home 778 $ 120,230,327 81.07%
Second Home 34 4,265,405 2.88
Investor 265 23,800,745 16.05
---- --------------
Total 1077 $ 148,296,477 100.00%
==== ============== ======
</TABLE>
(1) Based upon representation of the related Mortgagors at the time of
origination.
SS-6
