OAKWOOD MORTGAGE INVESTORS INC
8-K, 1999-06-28
ASSET-BACKED SECURITIES
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


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


                                    FORM 8-K


                                 CURRENT REPORT




                     Pursuant to Section 13 or 15(d) of the

                         Securities Exchange Act of 1934



         Date of Report (Date of earliest event reported) June 25, 1999.


                        Oakwood Mortgage Investors, Inc.
                -------------------------------------------------
               (Exact name of registrant as specified in charter)



                   North Carolina       333-72621           88-0396566
         -----------------------------------------------------------------
         (State or other jurisdiction   Commission         (IRS Employer
            of incorporation)           File Number)     Identification No.)


         101 Convention Center Drive, Suite 850, Las Vegas, Nevada 89109
         ---------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)


        Registrant's telephone number, including area code (702) 949-0056



================================================================================
         (Former name or former address, if changed since last report.)



<PAGE>



Item 5.           Other Events.

        On or about June 25, 1999, the Registrant expects to enter into an
underwriting agreement with Credit Suisse First Boston Corporation, Banc of
America Securities LLC and First Union Capital Markets Corp. (the
"Underwriters"), pursuant to which the Underwriters will agreed to purchase and
offer for sale to the public, $299,286,000 aggregate initial principal amount of
the Registrant's Senior/Subordinated Pass-Through Certificates, Series 1999-C,
Class A-1, Class A-2, Class M-1, Class M-2 and Class B-1 (the "Offered
Securities"). The Offered Securities are registered for sale under the
Registrant's effective shelf Registration Statement on Form S-3 (333-72621), and
are offered pursuant to a Prospectus, dated June 25, 1999, and a related
Prospectus Supplement, dated June 25, 1999, to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended and Rule
424 thereunder.

        In connection with the offering of the Offered Securities, the
Underwriters have prepared and disseminated to potential purchasers certain
"Series Term Sheets", "Computational Materials" and/or "Structural Terms
Sheet(s)," as such terms are defined in the No-Action response letters to
Greenwood Trust Company, Discover Card Master Trust I (publicly available April
5, 1996), to Kidder, Peabody and Co. Incorporated and certain affiliates thereof
(publicly available, May 20, 1994) and the No-Action response letter to Cleary,
Gottlieb, Steen & Hamilton on behalf of the Public Securities Association
(publicly available, February 17, 1995), respectively. In accordance with such
No-Action Letter, the Registrant is filing herewith such Series Term Sheets,
Computational Materials and/or Structural Terms Sheet(s) as Exhibit 99.1.

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

       (c)    Exhibits.

99.1   Copy of "Series Term Sheets", "Computational Materials" and/or
       "Structural Terms Sheet(s)" as provided by Credit Suisse First Boston
       Corporation, Banc of America Securities LLC and First Union Capital
       Markets Corp.


                                       -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.




June 23, 1999                                   OAKWOOD MORTGAGE INVESTORS, INC.



                                                By:  /s/ Zaklina McGrew
                                                    ---------------------------
                                                Name:  Zaklina McGrew
                                                Title: Vice President















                                   -3-



<PAGE>


                                INDEX TO EXHIBITS




<TABLE>
<CAPTION>

                                                                                                        Page
                                                                                                        ----
<S>                              <C>                                                                     <C>


99.1   Copy of "Series Term Sheets", "Computational Materials" and/or
       "Structural Terms Sheet(s)" as provided by Credit Suisse First Boston
       Corporation, Banc of America Securities LLC and First Union Capital
       Markets Corp. ........................................................................... [Electronic Format]



</TABLE>












                                      -4-




                                                                    Exhibit 99.1


SUBJECT TO REVISION
SERIES TERM SHEET DATED JUNE 23, 1999

[OAKWOOD MORTGAGE LOGO APPEARS HERE]

                                  $299,286,000
                        Oakwood Mortgage Investors, Inc.,
                                    Depositor
                         Oakwood Acceptance Corporation,
                                    Servicer
           SENIOR/SUBORDINATED PASS-THROUGH CERTIFICATES, SERIES 1999-C


Attached is a preliminary Series Term Sheet describing the structure, collateral
pool and certain aspects of the Oakwood Mortgage Investors, Inc.
Senior/Subordinated Pass-Through Certificates, Series 1999-C. The Series Term
Sheet has been prepared by Oakwood Mortgage Investors, Inc. for informational
purposes only and is subject to modification or change. The information and
assumptions contained therein are preliminary and will be superseded by a
prospectus supplement and by any other additional information subsequently filed
with the Securities and Exchange Commission or incorporated by reference in the
Registration Statement.

Neither Credit Suisse First Boston, Banc of America Securities LLC, First Union
Capital Markets Corp. nor any of their respective affiliates makes any
representation as to the accuracy or completeness of any of the information set
forth in the attached Series Term Sheet. This cover sheet is not part of the
Series Term Sheet.

A REGISTRATION STATEMENT (INCLUDING A BASE PROSPECTUS) RELATING TO THE
PASS-THROUGH CERTIFICATES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION. THE FINAL PROSPECTUS SUPPLEMENT RELATING TO THE SECURITIES WILL BE
FILED AFTER THE SECURITIES HAVE BEEN PRICED AND ALL OF THE TERMS AND INFORMATION
ARE FINALIZED. THIS COMMUNICATION IS NOT AN OFFER TO SELL OR THE SOLICITATION OF
AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THE SECURITIES IN ANY STATE IN
WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION
OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. INTERESTED PERSONS
ARE REFERRED TO THE FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT TO WHICH THE
SECURITIES RELATE. ANY INVESTMENT DECISION SHOULD BE BASED ONLY UPON THE
INFORMATION IN THE FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT AS OF THEIR
PUBLICATION DATES.





Credit Suisse First Boston
                     Banc of America Securities LLC
                                               First Union Capital Markets Corp.



<PAGE>



         THIS SERIES TERM SHEET WILL BE SUPERSEDED IN ITS ENTIRETY BY THE
INFORMATION APPEARING IN THE PROSPECTUS SUPPLEMENT, THE PROSPECTUS AND THE
SERIES 1999-C POOLING AND SERVICING AGREEMENT (INCLUDING THE MAY 1999 EDITION TO
THE STANDARD TERMS) TO BE DATED AS OF JUNE 1, 1999, AMONG OAKWOOD MORTGAGE
INVESTORS, INC., AS DEPOSITOR, OAKWOOD ACCEPTANCE CORPORATION, AS SERVICER, AND
CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE.


<TABLE>
<CAPTION>
   The Offered Certificates........................
       -----------------------------------------------------------------------------------------------------------------------------
         <S>          <C>         <C>              <C>              <C>          <C>       <C>         <C>             <C>

                                                                    Average                 Modified
                      Principal                     S&P/ Fitch       Life                   Duration    First          Last
          Class       Amount(1)      Description    Ratings(2)     (yrs)(3)      Coupon    (yrs) (3)    Pay(3)        Pay(3)
       -----------------------------------------------------------------------------------------------------------------------------
        A-1       $  72,200,000    Senior SEQ        AAA / AAA       1.10        . %(4)       1.03       7/99          8/01
        A-2       $174,270,000     Senior SEQ        AAA / AAA       6.13      . %(5) (6)     4.57       8/01          6/09
        M-1       $  20,808,000    Mezzanine          AA / AA        8.17      . %(5) (6)     5.71       1/04          6/09
        M-2       $  16,004,000    Mezzanine           A / A         8.17      . %(5) (6)     5.56       1/04          6/09
        B-1       $  16,004,000    Subordinate      BBB / BBB-       6.21      . %(5) (6)     4.49       1/04          9/07
       -----------------------------------------------------------------------------------------------------------------------------


                                            (1)  The aggregate initial principal balance of the Certificates may be increased or
                                                 decreased by up to 5%. Any such increase or decrease may be allocated
                                                 disproportionately among the Classes of Certificates. Accordingly, any investor's
                                                 commitments with respect to the Certificates may be increased or decreased
                                                 correspondingly.

                                            (2)  It is a condition to the issuance of the Certificates that they be rated as above.
                                                 A security rating is not a recommendation to buy, sell or hold securities and may
                                                 be object to revision of withdrawal at any time by the assigning rating
                                                 organization.

                                            (3)  Assumed that the Optional Termination is exercised on the June 2009 Distribution
                                                 Date. Data run at a prepayment speed of 200% MHP.

                                            (4)  Based on One-Month LIBOR and subject to a cap of the Weighted Average Net Asset
                                                 Rate for the related Distribution Date. Computed on the basis of a 360-day year and
                                                 the actual number of days in each Interest Accrual Period.

                                            (5)  Computed on the basis of a 360-day year of twelve 30-day months.

                                            (6)  The lesser of (i) specified rate per annum, or (ii) the Weighted Average Net Asset
                                                 Rate for the related Distribution Date.
</TABLE>
<TABLE>
<CAPTION>
   <S>                                       <C>
   Class Designations
      CLASS A CERTIFICATES...................Class.A-1 and Class A-2 Certificates.
      CLASS M CERTIFICATES...................Class.M-1 and Class M-2 Certificates.
      CLASS B CERTIFICATES...................Class B-1 and Class B-2 Certificates.
      SUBORDINATED CERTIFICATES..............Class M, Class B, Class X and Class R Certificates.
      OFFERED CERTIFICATES...................Class.A, Class M and Class B-1 Certificates.
      OFFERED SUBORDINATED CERTIFICATES......Class M and Class B-1 Certificates.

Other Certificates...........................The Class B-2, Class X and Class R Certificates are not being offered hereby. The Class
                                             B-2 Certificates are expected to be sold in a private placement at or around the
                                             Closing Date, and will be acquired in the interim by an affiliate of the Company. The
                                             Class X and Class R Certificates are expected to be sold initially to related entities
                                             of the Company, which may offer them in the future in one or more privately negotiated
                                             transactions. The Class B-2 Certificates will have an initial Certificate Principal
                                             Balance of approximately $20,807,916.

 Denominations...............................The Offered Certificates will be Book-Entry Certificates only, in minimum denominations
                                             of $1,000 and integral multiples of $1 in excess thereof.

 Cut-off Date................................June.1, 1999.

 Distribution Dates..........................The fifteenth day of each month, (or if such fifteenth day is not a business day, the
                                             next succeeding business day) commencing in July 1999 (each, a "Distribution Date").

Record Date..................................With.respect to each Distribution Date, the close of business on the last business day
                                             of the month preceding the month in which such Distribution Date occurs (each, a
                                             "Record Date").

Interest Accrual Period......................With respect to each Distribution Date, (i) for the Class A-1 Certificates, the period
                                             commencing on the 15th day of the preceding month through the 14th day of the month in
                                             which such Distribution Date occurs (except that the first Interest Accrual Period for
                                             the Class A-1 Certificates will be the period from the Closing Date through July 14th,
                                             1999), and (ii) for all other Classes of the Offered Certificates, the calendar month
                                             preceding the month in which the

</TABLE>
                                    1

<PAGE>
<TABLE>
<CAPTION>



 <S>                                         <C>
                                             Distribution Date occurs (each, an "Interest Accrual Period").

 Distributions...............................The "Available Distribution Amount" for a Distribution Date generally will include
                                             (1)(a) Monthly Payments of principal and interest due on the Assets during the related
                                             Collection Period, to the extent such payments were actually collected from the
                                             Obligors or advanced by the Servicer and (b) unscheduled payments received with respect
                                             to the Assets during the related Prepayment Period, including Principal Prepayments,
                                             proceeds of repurchases, Net Liquidation Proceeds and Net Insurance Proceeds, less
                                             (2)(a) amounts required to reimburse the Servicer for previously unreimbursed Advances
                                             in accordance with the Agreement, (b) amounts required to reimburse the Company or the
                                             Servicer for certain reimbursable expenses in accordance with the Agreement, (c)
                                             amounts required to reimburse any party for an overpayment of a Repurchase Price for an
                                             Asset in accordance with the Agreement, (d) the Interest Deficiency Amount or portion
                                             thereof, if any, paid from collections on the Preceding Distribution Date, and (e)(i)
                                             if Oakwood is not the Servicer, Servicing Fees for the related Collection Period; (ii)
                                             if Oakwood is the Servicier, 50% of the Servicing Fee for the related Collection Period
                                             for Distribution Dates prior to June 2009, and on and after the June 2009 Distribution
                                             Date, none of the Servicing Fees for the related Collection Period.

                                             Principal distributions to Class A will, in general, be allocated sequentially to the
                                             Class A Certificates in order of their numerical designations. Principal distributions
                                             to Class M will be allocated pro rata between the Class M-1 and the Class M-2
                                             Certificates. Principal distributions to Class B will be allocated sequentially to the
                                             Class B-1 and the Class B-2 Certificates, except that prior to the June 2009
                                             Distribution Date, the Class B-2 Principal Distribution Amount will be distributed pro
                                             rata among Class A, Class M and Class B-1 Certificates. Prior to the Cross-over Date or
                                             on any Distribution Date as of which the Principal Distribution Tests are not met,
                                             principal will be allocated solely to the Class A Certificates.

                                             No principal will be distributable to the Class B-2 Certificateholders until the June
                                             2009 Distribution Date (unless the aggregate principal balance of the outstanding
                                             Assets are less than the Class B-2 Certificate balance). The Class B-2 Certificates
                                             will receive principal distributions equal to all amounts otherwise distributable in
                                             accordance with "Priority of Distributions" below after distributions on the Offered
                                             Certificates if the Class B-2 Certificates are outstanding on or after the June 2009
                                             Distribution Date.

                                             If an Interest Deficiency Event occurs on any Distribution Date with respect to the
                                             Class M-1, Class M-2 or Class B-1 Certificates, collections received after the end of
                                             the related Collection Period and prior to such Distribution Date will be applied, up
                                             to a limited amount determined by the Rating Agencies, to remedy such deficiency in
                                             order of Class seniority. Any remaining deficiency will be carried forward as shortfall
                                             for the next Distribution Date. "Interest Deficiency Event" means, with respect to the
                                             Class M-1, Class M-2 or Class B-1 Certificates and a Distribution Date, that after
                                             distribution of the Available Distribution Amount in the order of priority set forth
                                             below under "Priority of Distributions," there remains unpaid any of the Interest
                                             Distribution Amount, Carryover Interest Distribution Amount, Writedown Interest
                                             Distribution Amount or Carryover Writedown Interest Distribution Amount for such Class
                                             and Distribution Date (the "Interest Deficiency Amount").

                                             Distributions will be made on each Distribution Date to holders of record on the
                                             preceding Record Date. Distributions on a Class of Certificates will be allocated among
                                             the Certificates of such Class in proportion to their respective percentage interests.

Priority of Distributions ...................On each Distribution Date the Available Distribution Amount will be distributed in the
                                             following amounts and in the following order of priority:
</TABLE>

                                                                 2
<PAGE>
<TABLE>
<CAPTION>

 <S>                                         <C>
                                             (1) first, concurrently, to each Class of the Class A Certificates (a) first, the
                                             related Interest Distribution Amount for such Distribution Date with the Available
                                             Distribution Amount being allocated among such Classes pro rata based on their
                                             respective Interest Distribution Amounts and (b) second, the related Carryover Interest
                                             Distribution Amount, if any, for such Distribution Date, in each case with the
                                             Available Distribution Amount being allocated among the Classes of Class A Certificates
                                             pro rata based on their respective Carryover Interest Distribution Amounts;

                                             (2) second, to the Class M-1 Certificates, (a) first, the related Interest Distribution
                                             Amount for such Distribution Date and (b) second, the related Carryover Interest
                                             Distribution Amount, if any, for such Distribution Date;

                                             (3) third, to the Class M-2 Certificates, (a) first, the related Interest Distribution
                                             Amount for such Distribution Date and (b) second, the related Carryover Interest
                                             Distribution Amount, if any, for such Distribution Date;

                                             (4) fourth, to the Class B-1 Certificates, (a) first, the related Interest Distribution
                                             Amount for such Distribution Date and (b) second, the related Carryover Interest
                                             Distribution Amount, if any, for such Distribution Date;

                                             (5) fifth, concurrently, to each Class of the Class A Certificates, the related
                                             Principal Distribution Shortfall Carryover Amount for each such Class, if any, for such
                                             Distribution Date; allocated among the Class A Certificates pro rata based on their
                                             respective Principal Distribution Shortfall Carryover Amounts;

                                             (6) sixth, to the Class A-1 Certificates and the Class A-2 Certificates, the Class A
                                             Principal Distribution Amount, allocated in the following sequential order: (i) first,
                                             to the Class A-1 Certificates in reduction of the Certificate Principal Balance of such
                                             Class, until it has been reduced to zero; and (ii) second, to the Class A-2
                                             Certificates in reduction of the Certificate Principal Balance of such Class, until it
                                             has been reduced to zero; PROVIDED, HOWEVER, that on any Distribution Date on which the
                                             Pool Scheduled Principal Balance is less than the aggregate Certificate Principal
                                             Balance of the Class A Certificates immediately prior to such Distribution Date, the
                                             Class A Principal Distribution Amount will be allocated among the Class A Certificates
                                             PRO RATA based upon their respective Certificate Principal Balances;

                                             (7) seventh, to the Class M-1 Certificates, (a) first, any related Writedown Interest
                                             Distribution Amount for such Distribution Date, (b) second, any related Carryover
                                             Writedown Interest Distribution Amount for such Distribution Date, (c) third, any
                                             related Principal Distribution Shortfall Carryover Amount, and (d) fourth, any related
                                             Principal Distribution Amount until the Class M-1 Certificate Principal Balance is
                                             reduced to zero;

                                             (8) eighth, to the Class M-2 Certificates, (a) first, any related Writedown Interest
                                             Distribution Amount for such Distribution Date, (b) second, any related Carryover
                                             Writedown Distribution Amount for such Distribution Date, (c) third, any related
                                             Principal Distribution Shortfall Carryover Amount, and (d) fourth, any related
                                             Principal Distribution Amount until the Class M-2 Certificate Principal Balance is
                                             reduced to zero;

                                             (9) ninth, to the Class B-1 Certificates, (a) first, any related Writedown Interest
                                             Distribution Amount for such Distribution Date, (b) second, any related Carryover
                                             Writedown Interest Distribution Amount for such Distribution Date, (c) third, any
                                             related Principal Distribution Shortfall Carryover Amount, and (d) fourth, any related
                                             Principal Distribution Amount until the Class B-1 Certificate Principal Balance is
                                             reduced to zero;

</TABLE>

                                                                 3
<PAGE>
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<CAPTION>

 <S>                                         <C>
                                             (10) tenth, to the Class B-2 Certificates, (a) first, the related Interest Distribution
                                             Amount for such Distribution Date and (b) second, the related Carryover Interest
                                             Distribution Amount, if any, for such Distribution Date;

                                             (11) eleventh, to the Class B-2 Certificates, (a) first any related Writedown Interest
                                             Distribution Amount for such Distribution Date, (b) second, any related Carryover
                                             Writedown Interest Distribution Amount for such Distribution Date, (c) third, any
                                             related Principal Distribution Shortfall Carryover Amount, (d) fourth, any related
                                             Principal Distribution Amount, and (e) fifth, the Class B-2 Accelerated Principal
                                             Distribution Amount for such Distribution Date, until the Class B-2 Certificate
                                             Principal Balance is reduced to zero;

                                             (12) twelfth, to the Servicer, the following amounts in sequential order: (i) as long
                                             as Oakwood is the Servicer, 50% of the Servicing Fee with respect to any Distribution
                                             Date prior to June 2009, otherwise 100% of the Servicing Fee with respect to any
                                             Distribution Date; and (ii) any Servicing Fees from previous Distribution Dates
                                             remaining unpaid;

                                             (13) thirteenth, to the Class X Certificates, in the following sequential order: (i)
                                             the current Class X Strip Amount; and (ii) any Class X Strip Amounts from previous
                                             Distribution Dates remaining unpaid; and

                                             (14) finally, any remainder to the Class R Certificates.

                                             The primary credit support for the Class A Certificates is the subordination of the
                                             Subordinated Certificates; for the Class M-1 Certificates is the subordination of the
                                             Class M-2, Class B, Class X and Class R Certificates; for the Class M-2 Certificates is
                                             the subordination of the Class B, Class X and Class R Certificates; and for the Class
                                             B-1 Certificates is the subordination of the Class B-2, Class X


   Cross-over Date...........................The later to occur of (a) the Distribution Date occurring in January 2004 or (b) the
                                             first Distribution Date on which the percentage equivalent of a fraction (which shall
                                             not be greater than 1) the numerator of which is the sum of the Adjusted Certificate
                                             Principal Balance of the Subordinated Certificates and the Overcollateralization Amount
                                             for such Distribution Date and the denominator of which is the Pool Scheduled Principal
                                             Balance on such Distribution Date, equals or exceeds 1.75 times the percentage
                                             equivalent of a fraction (which shall not be greater than 1) the numerator of which is
                                             the initial aggregate Adjusted Certificate Principal Balance of the Subordinated
                                             Certificates and the denominator of which is the Pool Scheduled Principal Balance on
                                             the Cut-off Date.


   Performance Test..........................The Average 60-Day Delinquency Ratio is less than or equal to 6%, the Current Realized
                                             Loss Ratio is less than or equal to 3.25%; and the Cumulative Realized Losses are less
                                             than or equal to the percentage of the Aggregate Cut-off Date Pool Principal Balance
                                             set forth below:

                                                           7% January 2004 through June 2005,
                                                           8% July 2005 through June 2006,
                                                           9.5% July 2006 through December 2007, and
                                                           10.5% thereafter.

   Allocation of Writedown Amounts...........The "Writedown Amount" for any Distribution Date will be the amount, if any, by which
                                             the aggregate Certificate Principal Balance of all Certificates, after all
                                             distributions have been made on the Certificates on such Distribution Date, exceeds the
                                             Pool Scheduled Principal Balance of the Assets for the next Distribution Date. The
                                             Writedown Amount will be allocated among the Classes of Subordinated Certificates in
                                             the following order of priority:
</TABLE>

                                                                 4
<PAGE>
<TABLE>
<CAPTION>

<S>                                          <C>

                                             (1) first, to the Class B-2 Certificates, to be applied in reduction of the Adjusted
                                                 Certificate Principal Balance of such Class until it has been reduced to zero;


                                             (2) second, to the Class B-1 Certificates, to be applied in reduction of the Adjusted
                                                 Certificate Principal Balance of such Class until it has been reduced to zero;

                                             (3) third, to the Class M-2 Certificates, to be applied in reduction of the Adjusted
                                                 Certificate Principal Balance of such Class until it has been reduced to zero; and

                                             (4) fourth, to the Class M-1 Certificates, to be applied in reduction of the Adjusted
                                                 Certificate Principal Balance of such Class until it has been reduced to zero.

   Advances..................................For each Distribution Date, the Servicer will be obligated to make an advance (a "P&I
                                             Advance") in respect of any delinquent Monthly Payment that will, in the Servicer's
                                             judgement, be recoverable from late payments on or Liquidation Proceeds from such
                                             Asset. The Servicer will also be obligated to make Advances ("Servicing Advances" and,
                                             together with P&I Advances, "Advances") in respect of Liquidation Expenses and certain
                                             taxes and insurance premiums not paid by an Obligor on a timely basis, to the extent
                                             the Servicer deems such Servicing Advances recoverable out of Liquidation Proceeds or
                                             from subsequent collections. P&I Advances and Servicing Advances are reimbursable to
                                             the Servicer under certain circumstances. In addition, the Servicer is obligated under
                                             certain circumstances to pay Compensating Interest with respect to any Asset that
                                             prepays on a date other than on a Due Date for such Asset.

   Final Scheduled Distribution Dates........Based on the assumptions that (i) there are no defaults, prepayments or delinquencies
                                             with respect to payments due on the Assumed Contract Characteristics, and (ii) the
                                             optional termination right is not exercised by the Servicer, the Final Scheduled
                                             Distribution Dates for each of the Classes are set forth below. The actual final
                                             Distribution Date for each Class may occur earlier than the Final Schedule Distribution
                                             Dates. In the event of large losses and delinquencies on the Contracts, however, the
                                             actual payment on certain of the subordinate classes of Certificates may occur later
                                             than the Final Scheduled Distribution Dates and in certain scenarios, holders of such
                                             classes may incur a loss on their investment.

                                                                                              Final Scheduled
                                                                                             Distribution Dates

                                            Class A-1 Certificates..........                 April 15, 2010
                                            Class A-2 Certificates..........                 August 15, 2027
                                            Class M-1 Certificates..........                 August 15, 2027
                                            Class M-2 Certificates..........                 August 15, 2027
                                            Class B-1 Certificates..........                 August 15, 2027

   Optional Termination......................The Servicer at its option and subject to the limitations imposed by the Agreement,
                                             will have the option to purchase from the Trust Estate all Assets then outstanding and
                                             all other property in the Trust Estate on any Distribution Date occurring on or after
                                             the later of (i) the Distribution Date in June 2009, and (ii) the date on which the
                                             amount of outstanding assets falls to a level at which, in the reasonable opinion of
                                             the Servicer, the cost of servicing those assets becomes burdensome.


   Auction Sale..............................If the Servicer does not exercise its optional termination right within 90 days after
                                             it first becomes eligible to do so, the Trustee shall solicit bids for the purchase of
                                             all Assets then outstanding and all other property in the Trust Estate. In the event
                                             that satisfactory bids are received, the sale proceeds will be distributed to
                                             Certificateholders.
</TABLE>

                                                                 5
<PAGE>
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<CAPTION>

<S>                                          <C>

   The Assets................................The Trust will consist of (1) fixed and adjustable rate manufactured housing
                                             installment sales contracts (collectively, the "Contracts") secured by security
                                             interests in manufactured homes, as defined herein (the "Manufactured Homes"), and with
                                             respect to certain of the Contracts ("Land Secured Contracts"), secured by liens on the
                                             real estate on which the related Manufactured Homes are located, and (2) mortgage loans
                                             secured by first liens on the real estate to which the related Manufactured Homes are
                                             deemed permanently affixed (the "Mortgage Loans," and together with the Contracts, the
                                             "Assets"). The Asset Pool consists of 7,485 Assets having an aggregate Scheduled
                                             Principal Balance as of the Cut-off Date of $320,093,916.36.

                                             FIXED RATE ASSETS
                                             As of the Cut-off Date, 7,417 Assets, aggregating $313,708,370.34 are secured by fixed
                                             rate Assets ("Fixed Rate Assets"). As of the Cut-off Date, approximately 16.32% of the
                                             Assets are Mortgage Loans and approximately 1.03% of the Assets are Land Secured
                                             Contracts. Based on Cut-off Date Pool Scheduled Principal Balance, approximately 79.76%
                                             of the Fixed Rate Assets are secured by Manufactured Homes which were new,
                                             approximately 1.80% of the Fixed Rate Assets are secured by Manufactured Homes which
                                             were used, approximately 16.30% of the Fixed Rate Assets are secured by Manufactured
                                             Homes which were repossessed and approximately 2.14% of the Fixed Rate Assets are
                                             secured by Manufactured Homes which were transferred. As of the Cut-off Date, the Fixed
                                             Rate Assets were secured by Manufactured Homes or Mortgaged Properties (or Real
                                             Properties, in the case of Land Secured Contracts) located in 42 states and District of
                                             Columbia, and approximately 19.17% and 15.87% of the Fixed Rate Assets were secured by
                                             Manufactured Homes or Mortgaged Properties located in North Carolina and Texas,
                                             respectively (based on the mailing addresses of the Obligors on the Assets as of the
                                             Cut-off Date). Each Fixed Rate Asset bears interest at an annual percentage rate (an
                                             "APR") of at least 6.90% and not more than 14.50%. The weighted averaged APR of the
                                             Fixed Rate Assets as of the Cut-off Date is approximately 10.26%. The Fixed Rate Assets
                                             have remaining terms to maturity as of the Cut-off Date of at least 10 months but not
                                             more than 360 months and original terms to stated maturity of at least 12 months but
                                             not more than 360 months. As of the Cut-off Date, the Fixed Rate Assets had a weighted
                                             average original term to stated maturity of approximately 295 months, and a weighted
                                             average remaining term to stated maturity of approximately 293 months. The Fixed Rate
                                             Assets have Loan-to-Value Ratio as of the Cut-off Date of at least 8.22% but not more
                                             than 100.00%. As of the Cut-off Date, the Fixed Rate Assets had a weighted average
                                             Loan-to-Value Ratio of approximately 91.62%. The final scheduled payment date on the
                                             Fixed Rate Asset with the latest maturity occurs in June 2029.

                                             ADJUSTABLE RATE ASSETS


                                             As of the Cut-off Date, 68 Assets aggregating $6,385,546.02, are secured by adjustable
                                             rate Assets ("Adjustable Rate Assets"). As of the Cut-off Date, all Adjustable Rate
                                             Assets are Mortgage Loans secured by Manufactured Homes which were new. As of the
                                             Cut-off Date, the Adjustable Rate Assets were secured by Mortgaged Properties located
                                             in 17 states, and approximately 16.61%, 16.28%, 12.27% and 10.13% of the Adjustable
                                             Assets were secured by Mortgaged Properties located in North Carolina, Kentucky,
                                             Colorado and Washington, respectively (based on the mailing addresses of the Obligors
                                             on the Assets as of the Cut-off Date). Each Adjustable Rate Asset bears interest at an
                                             annual percentage rate (an "APR") of at least 6.125% and not more than 8.50%. The
                                             weighted averaged APR of the Adjustable Rate Assets as of the Cut-off Date is
                                             approximately 7.38%. The Adjustable Rate Assets have remaining terms to maturity as of
                                             the Cut-off Date of at least 239 months but not more than 360 months and original terms
                                             to stated maturity of at least 240 months but not more than 360 months. As of the
                                             Cut-off Date, the Adjustable Rate Assets had a
</TABLE>

                                                                 6
<PAGE>
<TABLE>
<CAPTION>

<S>                                          <C>
                                             weighted average original term to stated maturity of 355 months, and a weighted average
                                             remaining term to stated maturity of approximately 352 months. The Adjustable Rate
                                             Assets have Loan-to-Value Ratio as of the Cut-off Date of at least 67.20% but not more
                                             than 100.00%. As of the Cut-off Date, the Adjustable Rate Assets had a weighted average
                                             Loan-to-Value Ratio of approximately 93.92%. All Adjustable Rate Assets adjust annually
                                             based on the monthly average yield on United States treasury securities adjusted to a
                                             constant maturity of one year. All Adjustable Rate Assets have annual caps of 2%. The
                                             weighted average lifetime cap of the Adjustable Rate Assets as of the Cut-off Date is
                                             approximately 13%. The Adjustable Rate Assets have gross margins as of the Cut-off Date
                                             of at least 3.25% but not more than 4.50%. The weighted average gross margin of the
                                             Adjustable Rate Assets as of the Cut-off Date is approximately 4.35%. The final
                                             scheduled payment date on the Adjustable Rate Asset with the latest maturity occurs in
                                             June 2029.

                                             The Servicer will be required to cause to be maintained one or more standard hazard
                                             insurance policies with respect to each Manufactured Home and Mortgaged Property.

   Certain Federal Income Tax
     Consequences............................For federal income tax purposes, the Trust Estate will be treated as one or more real
                                             estate mortgage investment conduits (each, a"REMIC"). The Class A, Class M, Class B and
                                             Class X Certificates will constitute "regular interests" in a REMIC for federal income
                                             tax purposes. The Class R Certificates will be treated as the sole class of "residual
                                             interests" in each REMIC for federal income tax purposes.

   Recent Developments.......................Oakwood Homes, the parent corporation of both Oakwood Acceptance and Oakwood
                                             Mortgage, announced on June 18, 1999 that its board of directors will be exploring
                                             strategic alternatives to enhance shareholder value including a merger or sale of
                                             Oakwood Homes. The board of directors stated that Oakwood Homes' management was
                                             pursuing the possibility of a management led buyout. Discussion of these matters is
                                             preliminary, and there can be no assurance that a transaction will result. Oakwood
                                             Homes' board of directors will engage a financial advisor to advise it in its
                                             consideration of strategic alternatives.

                                             During November and December, 1998, Oakwood Homes and some of its officers and
                                             directors were named as defendants in lawsuits filed on behalf of purchasers of Oakwood
                                             Homes' common stock between April 11, 1997 and July 21, 1998. These suits were filed in
                                             the United States District Court for the Middle District of North Carolina and in the
                                             United States District Court for the Eastern District of Arkansas. They allege
                                             violations of the Exchange Act in the statements made by Oakwood Homes concerning its
                                             business and financial operations. Oakwood Homes intends to defend these suits
                                             vigorously. Oakwood Mortgage believes that these lawsuits will not adversely affect .


   ERISA Considerations......................Fiduciaries of employee benefit plans and certain other retirement plans and
                                             arrangements, including individual retirement accounts and annuities, Keogh plans, and
                                             collective investment funds in which such plans, accounts, annuities or arrangements
                                             are invested, that are subject to the Employee Retirement Income Security Act of 1974,
                                             as amended ("ERISA"), or corresponding provisions of the Code (any of the foregoing, a
                                             "Plan"), persons acting on behalf of a Plan, or persons using the assets of a Plan
                                             ("Plan Investors") should consult with their own counsel to determine whether the
                                             purchase or holding of the Offered Certificates could give rise to a transaction that
                                             is prohibited either under ERISA or the Code.

                                             BECAUSE THE OFFERED SUBORDINATED CERTIFICATES ARE SUBORDINATED SECURITIES, THEY WILL
                                             NOT SATISFY THE REQUIREMENTS OF CERTAIN PROHIBITED TRANSACTION EXEMPTIONS. AS A RESULT,
                                             THE PURCHASE OR HOLDING OF ANY OF THE OFFERED SUBORDINATED CERTIFICATES BY A PLAN
                                             INVESTOR MAY CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION OR RESULT IN THE IMPOSITION
                                             OF EXCISE
</TABLE>

                                                                 7
<PAGE>
<TABLE>
<CAPTION>

<S>                                          <C>
                                             TAXES OR CIVIL PENALTIES. ACCORDINGLY, NONE OF THE OFFERED SUBORDINATED CERTIFICATES
                                             ARE OFFERED FOR SALE, AND ARE NOT TRANSFERABLE, TO A PLAN INVESTOR, UNLESS SUCH PLAN
                                             INVESTOR PROVIDES THE SELLER AND THE TRUSTEE WITH A BENEFIT PLAN OPINION, OR THE
                                             CIRCUMSTANCES DESCRIBED IN CLAUSE (II) BELOW ARE SATISFIED. UNLESS SUCH OPINION IS
                                             DELIVERED, EACH PERSON ACQUIRING AN OFFERED SUBORDINATED CERTIFICATE WILL BE DEEMED TO
                                             REPRESENT TO THE TRUSTEE, THE SELLER AND THE SERVICER THAT EITHER (I) SUCH PERSON IS
                                             NOT A PLAN INVESTOR SUBJECT TO ERISA OR SECTION 4975 OF THE CODE, OR (II) SUCH PERSON
                                             IS AN INSURANCE COMPANY THAT IS PURCHASING AN OFFERED SUBORDINATED CERTIFICATE WITH
                                             FUNDS FROM ITS "GENERAL ACCOUNT" AND THE PROVISIONS OF PROHIBITED TRANSACTION CLASS
                                             EXEMPTION 95-60 WILL APPLY TO EXEMPT THE PURCHASE, HOLDING AND RESALE OF SUCH
                                             CERTIFICATE, AND TRANSACTIONS IN CONNECTION WITH THE SERVICING, OPERATION AND
                                             MANAGEMENT OF THE TRUST FROM THE


   Legal Investment Considerations...........The Class A and Class M-1 Certificates are expected to constitute "mortgage related
                                             securities" for purposes of the Secondary Mortgage Market Enhancement Act of 1984
                                             ("SMMEA").

                                             THE CLASS M-2 AND CLASS B-1 CERTIFICATES ARE NOT "MORTGAGE RELATED SECURITIES" FOR
                                             PURPOSES OF SMMEA BECAUSE SUCH CERTIFICATES ARE NOT RATED IN ONE OF THE TWO HIGHEST
                                             RATING CATEGORIES BY A NATIONALLY RECOGNIZED RATING AGENCY.
</TABLE>


                                                                 8
<PAGE>

DELINQUENCY, LOAN LOSS AND REPOSSESSION EXPERIENCE

         The following tables set forth certain information, for the periods
indicated, concerning (1) the asset servicing portfolio, (2) the delinquency
experience and (3) the loan loss and repossession experience of the portfolio of
manufactured housing installment sales contracts and residential mortgage loans
serviced by Oakwood. Because delinquencies, losses and repossessions are
affected by a variety of economic, geographic and other factors, there can be no
assurance that the delinquency and loss experience of the Assets will be
comparable to that set forth below.

<TABLE>
<CAPTION>

                                             ASSET SERVICING PORTFOLIO
                                              (DOLLARS IN THOUSANDS)


                                                           AT SEPTEMBER 30,                              MARCH 31,
                                     -------------------------------------------------------------- ---------------------
                                         1994       1995        1996         1997          1998         1998         1999
                                     ---------  ----------  -----------  -----------   -----------  -----------  --------
<S>                                  <C>         <C>         <C>          <C>          <C>           <C>          <C>
Total Number of Serviced Assets
     Oakwood Originated..........        39,273     51,566      67,120       89,411     111,351       99,878      117,673
     Acquired Portfolios.........         5,773      4,872       4,177        3,602       2,818        3,221        2,471
Aggregate Outstanding Principal
Balance of Serviced Assets
     Oakwood Originated..........      $757,640 $1,130,378  $1,687,406   $2,499,794    $3,536,657    $2,937,886   $3,874,548
     Acquired Portfolios.........       $85,227    $70,853     $57,837      $47,027       $35,882       $40,919      $30,532
Average Outstanding Principal
Balance per Serviced Asset
     Oakwood Originated..........        $19.3      $21.9       $25.1        $28.0          $31.8        $29.4        $32.9
     Acquired Portfolios.........        $14.8      $14.5       $13.8        $13.1          $12.7        $12.7        $12.4
Weighted Average Interest Rate
of Serviced Assets
     Oakwood Originated..........        12.2%      12.0%       11.5%        11.0%         10.8%        11.0%        10.7%
     Acquired Portfolios.........        11.0%      11.3%       11.2%        11.1%         11.0%        11.1%        10.9%

</TABLE>

<TABLE>
<CAPTION>

                                            DELINQUENCY EXPERIENCE (1)
                                              (DOLLARS IN THOUSANDS)


                                                              AT SEPTEMBER 30,                        MARCH 31,
                                             --------------------------------------------------- --------------------
                                                 1994      1995       1996      1997       1998      1998        1999
                                             --------  --------   --------  --------   --------  --------    --------
<S>                                          <C>        <C>        <C>       <C>       <C>        <C>         <C>
Total Number of Serviced Assets
     Oakwood Originated..................       39,273    51,566     67,120    89,411  111,351      99,878     117,673
     Acquired Portfolios.................        5,773     4,872      4,177     3,602    2,818       3,221       2,471
Number of Delinquent Assets (2)..........
     Oakwood Originated:.................
      30-59 Days.........................          350       601        835     1,171    2,345       1,445       1,560
      60-89 Days.........................           97       185        308       476      906         499         630
      90 Days or More....................          198       267        492       716    1,222       1,004       1,474
     Total Number of Assets Delinquent             645     1,053      1,635     2,363    4,473       2,948       3,664
     Acquired Portfolios.................
      30-59 Days.........................          127        63         66        90       75          72          32
      60-89 Days.........................           49        17         23        23       31          31          14
      90 Days or More....................           98        76         62        75       57          61          60
     Total Number of Assets Delinquent             274       156        151       188      163         164         106
Total Delinquencies as a Percentage of
     Serviced Assets (3).................
     Oakwood Originated..................       1.6%      2.0%        2.4%      2.6%      4.0%       3.0%        3.1%
     Acquired Portfolios.................       4.7%      3.2%        3.6%      5.2%      5.8%       5.1%        4.3%

</TABLE>

(1) Assets that are already the subject of repossession or foreclosure
    procedures are not included in "delinquent assets" for purposes of this
    table.
(2) The period of delinquency is based on the number of days payments are
    contractually past due (assuming 30-day months). Consequently, a payment due
    on the first day of a month is not 30 days delinquent until the first day of
    the next month.
(3) By number of assets.


                                       9
<PAGE>



                                          LOAN LOSS/REPOSSESSION EXPERIENCE
                                               (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>


                                                      AT OR FOR THE FISCAL YEAR                    AT OR FOR THE SIX MONTHS
                                                            SEPTEMBER 30,                              ENDED MARCH 31,
                                     ------------------------------------------------------------ -------------------------
                                         1994       1995        1996        1997         1998         1998          1999
                                     ---------  ----------  ----------  -----------  -----------  -----------   -----------
<S>                                  <C>         <C>         <C>         <C>          <C>          <C>           <C>
Total Number of Serviced
     Assets (1).................         45,046      56,438     71,297      93,013      114,169      103,099       120,144
Average Number of Serviced
     Assets During Period.......         37,788      50,742     63,868      82,155      103,591       98,056       117,157
Number of Serviced
     Assets Repossessed.........          1,241       1,718      2,746       3,885        5,411        2,429         3,810
Serviced Assets Repossessed as a
     Percentage of Total Serviced
     Assets (2).................         2.75%      3.04%       3.85%      4.18%       4.74%        4.71%(6)      6.34%(6)
Serviced Assets Repossessed as a
     Percentage of Average Number
     of Serviced Assets.........         3.28%      3.39%       4.30%      4.73%       5.22%        4.95%(6)      6.50%(6)
Average Outstanding Principal
     Balance of Assets (3)......
     Oakwood Originated.........      $701,875   $976,905   $1,409,467  $2,065,033   $2,978,235   $2,677,949    $3,663,991
     Acquired Portfolios........       $30,432    $30,235      $27,351     $22,943      $19,179     $20,088       $15,721
Net Losses from Asset
     Liquidation(4):
     Total Dollars (3)..........
       Oakwood Originated.......         $4,630      $7,303    $14,248     $26,872      $45,189      $19,767       $36,984
       Acquired Portfolios......           $203        $473       $592        $528         $220         $135          $105
     As a Percentage of Average
     Outstanding Principal Balance
     of Assets (3) (5)
       Oakwood Originated.......        0.66%      0.75%       1.01%       1.30%       1.52%        1.48%(6)      2.02%(6)
       Acquired Portfolios......        0.67%      1.56%       2.16%       2.30%       1.15%        1.34%(6)      1.34%(6)
</TABLE>

(1) As of period end.
(2) Total number of serviced assets repossessed during the applicable period
    expressed as a percentage of the total number of serviced assets at the end
    of the applicable period.
(3) Includes assets originated by Oakwood Acceptance Corporation and serviced by
    Oakwood Acceptance Corporation and others.
(4) Net losses represent all losses incurred on Oakwood Acceptance
    Corporation-serviced portfolios. Such amounts include estimates of net
    losses with respect to certain defaulted assets. Charges to the losses
    reserves in respect of a defaulted asset generally are made before the
    defaulted asset becomes a liquidated asset. The length of the accrual period
    for the amount of accrued and unpaid interest include in the calculation of
    the net loss varies depending upon the period in which the loss was charged
    and whether the asset was owned by an entity other than Oakwood Acceptance
    Corporation.
(5) Total net losses incurred on assets liquidated during the applicable period
    expressed as a percentage of the average outstanding principal balance of
    all assets at the end of the applicable period.
(6) Annualized.


         The data presented in the foregoing tables are for illustrative
purposes only and there is no assurance that the delinquency, loan loss or
repossession experience of the Assets will be similar to that set forth above.
The delinquency, loan loss and repossession experience of manufactured housing
contracts historically has been sharply affected by a downturn in regional or
local economic conditions. These regional or local economic conditions are often
volatile, and no predictions can be made regarding future economic conditions in
any particular area. These downturns have tended to increase the severity of
loss on repossession because of the increased supply of used manufactured homes,
which in turn may affect the supply in other regions.

                                       10
<PAGE>


         Whenever reference is made herein to a percentage of the Assets (or to
a percentage of the Scheduled Principal Balance of the Assets), the percentage
is calculated based on the Scheduled Principal Balances ("SPB") of the Assets as
of the Cut-off Date. In addition, numbers in any columns in the tables below may
not sum exactly to the total number at the bottom of the column due to rounding.

FIXED RATE ASSETS:
<TABLE>
<CAPTION>

                                GEOGRAPHICAL DISTRIBUTION OF MANUFACTURED HOMES(1)

                                  NUMBER OF                                PERCENTAGE OF
                                 FIXED RATE     AGGREGATE SCHEDULED    FIXED RATE ASSET POOL
GEOGRAPHIC LOCATION                ASSETS        PRINCIPAL BALANCE             BY SPB
- -------------------              ----------     -------------------    ----------------------
<S>                              <C>            <C>                    <C>
Alabama....................           263       $   10,319,228                 3.29%
Arizona....................           263           15,421,265                 4.92
Arkansas...................           148            5,930,396                 1.89
California.................            38            2,360,285                 0.75
Colorado...................            81            4,070,989                 1.30
Connecticut................             1               30,118                 0.01
Delaware...................            52            2,012,030                 0.64
Florida....................           180            7,631,975                 2.43
Georgia....................           361           14,643,691                 4.67
Idaho......................            91            5,197,072                 1.66
Illinois...................            10              349,139                 0.11
Indiana....................             9              263,136                 0.08
Iowa.......................             2               55,588                 0.02
Kansas.....................            72            3,117,201                 0.99
Kentucky...................           178            6,631,937                 2.11
Louisiana..................           274           10,912,854                 3.48
Maryland...................            22              876,928                 0.28
Massachusetts..............             1               36,480                 0.01
Michigan...................            63            3,305,969                 1.05
Minnesota..................             2               96,022                 0.03
Mississippi................           281           10,584,016                 3.37
Missouri...................           122            4,663,568                 1.49
Montana....................             2              169,714                 0.05
Nevada.....................            35            1,877,269                 0.60
New Jersey.................             5              261,041                 0.08
New Mexico.................           208            8,729,619                 2.78
New York...................             3              118,264                 0.04
North Carolina.............         1,523           60,150,066                19.17
Ohio.......................            85            3,232,359                 1.03
Oklahoma...................           121            4,987,707                 1.59
Oregon.....................            73            5,909,362                 1.88
Pennsylvania...............             5              164,089                 0.05
South Carolina.............           596           22,655,059                 7.22
South Dakota...............             1               49,556                 0.02
Tennessee..................           377           14,438,841                 4.60
Texas......................         1,187           49,771,100                15.87
Utah.......................            26            1,419,844                 0.45
Virginia...................           387           14,863,000                 4.74
Washington.................           129           11,570,173                 3.69
Washington DC..............             1               42,991                 0.01
West Virginia..............           129            4,366,667                 1.39
Wisconsin..................             2              121,889                 0.04
Wyoming....................             8              299,876                 0.10
                                 --------              -------               --------

   Total...................         7,417         $313,708,370               100.00%
                                    =====         ============               ======

</TABLE>
(1) Based on the mailing address of the Obligor on the related Fixed Rate Asset
as of the Cut-off Date.

                                       11

<PAGE>

<TABLE>
<CAPTION>

                                    YEAR OF ORIGINATION OF FIXED RATE ASSETS (1)

                                 NUMBER OF         AGGREGATE              PERCENTAGE OF
                                FIXED RATE         SCHEDULED          FIXED RATE ASSET POOL
YEAR OF ORIGINATION               ASSETS        PRINCIPAL BALANCE             BY SPB
- -------------------             ----------      -----------------     ----------------------
<S>                             <C>             <C>                   <C>
    1990.....................          1          $   31,413                  0.01%
    1991.....................          1              12,475                  0.00
    1993.....................          1              15,428                  0.00
    1995.....................          2              34,730                  0.01
    1996.....................          1              17,258                  0.01
    1997.....................          6             332,863                  0.11
    1998.....................        103           5,746,750                  1.83
    1999.....................      7,302         307,517,454                 98.03
                                   -----       -------------               -------

         Total...............      7,417        $313,708,370                100.00%
                                   =====        ============                ======
</TABLE>
- ------------------
(1) The weighted average seasoning of the Fixed Rate Assets was approximately 2
months as of the Cut-off Date.


<TABLE>
<CAPTION>
                                DISTRIBUTION OF ORIGINAL FIXED RATE ASSET AMOUNTS(1)

                                   NUMBER OF         AGGREGATE              PERCENTAGE OF
ORIGINAL FIXED RATE ASSET         FIXED RATE         SCHEDULED          FIXED RATE ASSET POOL
AMOUNT                              ASSETS        PRINCIPAL BALANCE             BY SPB
- ------                            ----------      -----------------     ----------------------
<S>                               <C>          <C>                      <C>
$   4,999 or less..............         16     $         61,340                 0.02%
$   5,000 - $    9,999.........         96             716,418                  0.23
$  10,000 - $  14,999..........        149           1,847,789                  0.59
$  15,000 - $  19,999..........        314           5,499,883                  1.75
$  20,000 - $  24,999..........        643          14,545,486                  4.64
$  25,000 - $  29,999..........        968          26,721,292                  8.52
$  30,000 - $  34,999..........      1,163          37,496,918                 11.95
$  35,000 - $  39,999..........        801          29,810,550                  9.50
$  40,000 - $  44,999..........        546          23,177,172                  7.39
$  45,000 - $  49,999..........        592          28,158,828                  8.98
$  50,000 - $  54,999..........        520          27,212,488                  8.67
$  55,000 - $  59,999..........        483          27,742,608                  8.84
$  60,000 - $  64,999..........        317          19,698,340                  6.28
$  65,000 - $  69,999..........        178          12,017,274                  3.83
$  70,000 - $  74,999..........        146          10,527,415                  3.36
$  75,000 - $  79,999..........        106           8,204,211                  2.62
$  80,000 - $  84,999..........         68           5,573,816                  1.78
$  85,000 - $  89,999..........         43           3,746,470                  1.19
$  90,000 - $  94,999..........         48           4,425,557                  1.41
$  95,000 - $  99,999..........         37           3,599,963                  1.15
$100,000 or more...............        183          22,924,554                  7.31
                                    ------      --------------              --------

     Total.....................      7,417        $313,708,370                100.00%
                                     =====        ============                ======
</TABLE>

  (1) The highest original Fixed Rate Asset amount was $205,736, which
  represents approximately 0.07% of the aggregate principal balance of the Fixed
  Rate Assets at origination. The average original principal amount of the Fixed
  Rate Assets was approximately $42,296 as of the Cut-off Date.

                                       12

<PAGE>

<TABLE>
<CAPTION>

                                            FIXED RATE ASSET RATES (1)

                                 NUMBER OF                                  PERCENTAGE OF
                                FIXED RATE      AGGREGATE SCHEDULED     FIXED RATE ASSET POOL
ASSET RATE                         ASSETS        PRINCIPAL BALANCE              BY SPB
- ----------                      ----------      -------------------     ----------------------
<S>                             <C>              <C>                    <C>
6.000% - 6.999%............           40          $  2,360,370                  0.75%
7.000% - 7.999%............          791            53,533,140                 17.06
8.000% - 8.999%...........           973            54,413,406                 17.35
9.000% -   9.999%..........          917            48,890,061                 15.58
10.000% - 10.999%..........          719            31,331,874                  9.99
11.000% - 11.999%..........        1,450            43,680,242                 13.92
12.000% - 12.999%..........        2,281            71,634,771                 22.83
13.000% - 13.999%..........          243             7,805,773                  2.49
14.000% - 14.999%..........            3                58,733                  0.02
                                   -----         -------------                ------

     Total.................        7,417          $313,708,370                100.00%
                                   =====          ============                ======


(1) The weighted average Fixed Rate Asset Rate was approximately 10.26% as of
    the Cut-off Date. This table reflects the Fixed Rate Asset Rates of the
    Step-up Rate Loans as of the Cut-off Date and does not reflect any
    subsequent increases in the Rates of the Step-up Rate Loans.

</TABLE>

<TABLE>
<CAPTION>

                         REMAINING TERMS TO MATURITY OF FIXED RATE ASSETS (IN MONTHS) (1)

                                 NUMBER OF                                  PERCENTAGE OF
REMAINING TERM                  FIXED RATE      AGGREGATE SCHEDULED     FIXED RATE ASSET POOL
TO MATURITY                        ASSETS        PRINCIPAL BALANCE              BY SPB
- ---------------                 ----------     ---------------------    ----------------------
<S>                             <C>            <C>                       <C>
   1 -   60 months.........          125       $     1,015,625                  0.32%
  61 -   96 months.........          124             1,759,669                  0.56
  97 - 120 months..........          233             4,505,741                  1.44
121 - 156 months...........          328             7,245,738                  2.31
157 - 180 months...........          750            21,698,775                  6.92
181 - 216 months...........          148             4,469,607                  1.42
217 - 240 months...........        2,178            72,906,268                 23.24
241 - 300 months...........        1,337            58,721,144                 18.72
301 - 360 months...........        2,194           141,385,803                 45.07
                                   -----         -------------               -------

  Total....................        7,417          $313,708,370                100.00%
                                   =====          ============                ======

</TABLE>
(1) The weighted  average  remaining term to maturity of the Fixed Rate Assets
    was  approximately  293 months as of the Cut-off Date.

<TABLE>
<CAPTION>

                          ORIGINAL TERMS TO MATURITY OF FIXED RATE ASSETS (IN MONTHS) (1)

                                 NUMBER OF                                  PERCENTAGE OF
ORIGINAL TERM                   FIXED RATE      AGGREGATE SCHEDULED     FIXED RATE ASSET POOL
TO MATURITY                        ASSETS        PRINCIPAL BALANCE              BY SPB
- -------------                   ----------     --------------------     ----------------------
<S>                             <C>            <C>                      <C>
   1 -   60 months.........          124       $     1,001,755                  0.32%
  61 -   96 months.........          123             1,743,806                  0.56
  97 - 120 months..........          230             4,453,358                  1.42
121 - 156 months...........          329             7,265,221                  2.32
157 - 180 months...........          754            21,761,407                  6.94
181 - 216 months...........          146             4,401,687                  1.40
217 - 240 months...........        2,179            72,939,185                 23.25
241 - 300 months...........        1,338            58,756,147                 18.73
301 - 360 months...........        2,194           141,385,803                 45.07
                                   -----         -------------               -------

  Total....................        7,417          $313,708,370                100.00%
                                   =====          ============                ======
</TABLE>

(1) The weighted  average  original  term to maturity of the Fixed Rate Assets
    was  approximately  295 months as of the Cut-off Date.

                                       13
<PAGE>

<TABLE>
<CAPTION>

                        DISTRIBUTION OF ORIGINAL LOAN-TO-VALUE RATIOS OF FIXED RATE ASSETS(1)

                                    NUMBER OF                              PERCENTAGE OF
                                   FIXED RATE    AGGREGATE SCHEDULED   FIXED RATE ASSET POOL
LOAN-TO VALUE RATIO(2)                ASSETS      PRINCIPAL BALANCE            BY SPB
- ----------------------             ----------    -------------------   ----------------------
<S>                                <C>            <C>                   <C>
50%  or  less................            66        $   1,827,209                0.58%
51% - 55%....................            20              641,586                0.20
56% - 60%....................            27              863,730                0.28
61% - 65%....................            45            1,646,507                0.52
66% - 70%....................            92            3,645,058                1.16
71% - 75%....................           148            5,697,060                1.82
76% - 80%....................           281           10,695,896                3.41
81% - 85%....................           679           24,376,428                7.77
86% - 90%....................         1,493           56,841,825               18.12
91% - 95%....................         2,478          105,800,001               33.73
96% - 100%...................         2,088          101,673,072               32.41
                                      -----         ------------            --------

     Total...................         7,417         $313,708,370              100.00%
                                      =====         ============              ======
</TABLE>
(1) The weighted average original Loan-to-Value Ratio of the Fixed Rate Assets
    was approximately 91.62% as of the Cut-off Date.
(2) Rounded to nearest 1%.

         "Loan-to-Value Ratio" means, (a) with respect to each Contract, (i) as
to each Contract with respect to which a lien on land is required for
underwriting purposes, the ratio, expressed as a percentage, of the principal
amount of such Contract to the sum of the purchase price of the home (including
taxes, insurance and any land improvements), the tax value or appraised value of
the land and the amount of any prepaid finance charges or closing costs that are
financed; and (ii) as to each other Contract, the ratio, expressed as a
percentage, of the principal amount of such Contract to the purchase price of
the home (including taxes, insurance and any land improvements) and the amount
of any prepaid finance charges or closing costs that are financed; and (b) with
respect to each Mortgage Loan, the ratio, expressed as a percentage, of the
principal amount of such Mortgage Loan at the time of determination, to either
(i) the sum of the appraised value of the land and improvements, and the amount
of any prepaid finance charges or closing costs that are financed or (ii) the
sum of the purchase price of the home (including taxes, insurance and any land
improvements), the appraised value of the land and the amount of any prepaid
finance charges or closing costs that are financed:


<TABLE>
<CAPTION>

ADJUSTABLE RATE ASSETS:
- -----------------------
                                GEOGRAPHICAL DISTRIBUTION OF MANUFACTURED HOMES(1)

                                   NUMBER OF                                PERCENTAGE OF
                                  ADJUSTABLE          AGGREGATE            ADJUSTABLE RATE
                                     RATE             SCHEDULED               ASSET POOL
GEOGRAPHIC LOCATION                 ASSETS        PRINCIPAL BALANCE             BY SPB
- -------------------               -----------     -----------------        ---------------
<S>                               <C>             <C>                      <C>
Arizona....................             1           $     88,402               1.38%
Colorado...................             7                783,486              12.27
Georgia....................             1                 87,907               1.38
Idaho......................             2                230,971               3.62
Indiana....................             1                 92,449               1.45
Kansas.....................             2                193,187               3.03
Kentucky...................            13              1,039,490              16.28
New Mexico.................             2                182,618               2.86
North Carolina.............            12              1,060,710              16.61
Ohio.......................             2                156,485               2.45
Oklahoma...................             2                216,124               3.38
Oregon.....................             6                579,364               9.07
Tennessee..................             7                575,819               9.02
Texas......................             1                118,230               1.85
Utah.......................             1                 88,422               1.38
Virginia...................             3                244,970               3.84
Washington.................             5                646,911              10.13
                                      ---          -------------           --------

   Total...................            68             $6,385,546             100.00%
                                       ==             ==========             ======

</TABLE>

(1) Based on the mailing address of the Obligor on the related Adjustable Rate
    Asset as of the Cut-off Date.

                                       14

<PAGE>
<TABLE>
<CAPTION>
                                  YEAR OF ORIGINATION OF ADJUSTABLE RATE ASSETS (1)

                                  NUMBER OF                                PERCENTAGE OF
                                 ADJUSTABLE                               ADJUSTABLE RATE
                                    RATE       AGGREGATE SCHEDULED           ASSET POOL
YEAR OF ORIGINATION                ASSETS       PRINCIPAL BALANCE              BY SPB
- -------------------              -----------   -------------------        ---------------
<S>                               <C>           <C>                       <C>
    1998.....................         18           $ 1,775,133               27.80%
    1999.....................         50             4,610,413               72.20
                                      --             ---------             -------

         Total...............         68            $6,385,546              100.00%
                                      ==            ==========              ======
</TABLE>
- ------------------
(1) The weighted average seasoning of the Adjustable  Rate Assets was
    approximately 3 months as of the Cut-off Date.


<TABLE>
<CAPTION>

                               DISTRIBUTION OF ADJUSTABLE RATE ASSETS GROSS MARGINS(1)

                                  NUMBER OF                                PERCENTAGE OF
                                 ADJUSTABLE                               ADJUSTABLE RATE
                                    RATE       AGGREGATE SCHEDULED           ASSET POOL
GROSS MARGINS                      ASSETS       PRINCIPAL BALANCE              BY SPB
- -------------                    ----------    -------------------        ----------------
<S>                              <C>            <C>                        <C>
3.250% - 3.500%............           10           $   913,361               14.30%
4.250% - 4.500%...........            58             5,472,185               85.70
                                      --           -----------             -------

         Total...............         68            $6,385,546              100.00%
                                      ==            ==========              ======
</TABLE>
- ------------------
(1) The weighted average gross margin of the Adjustable Rate Assets was
    approximately 4.35% as of the Cut-off Date.


<TABLE>
<CAPTION>

                               DISTRIBUTION OF ORIGINAL ADJUSTABLE RATE ASSET AMOUNTS(1)

                                                                                 PERCENTAGE OF
                                     NUMBER OF                                  ADJUSTABLE RATE
ORIGINAL ADJUSTABLE RATE ASSET    ADJUSTABLE RATE   AGGREGATE SCHEDULED           ASSET POOL
AMOUNT                                ASSETS         PRINCIPAL BALANCE               BY SPB
- ------                            ---------------   -------------------         ----------------
<S>                               <C>                <C>                        <C>
$  55,000 - $  59,999..........          1             $    55,244                  0.87%
$  60,000 - $  64,999..........          1                  64,816                  1.02
$  65,000 - $  69,999..........          2                 138,741                  2.17
$  70,000 - $  74,999..........          9                 645,307                 10.11
$  75,000 - $  79,999..........          5                 391,631                  6.13
$  80,000 - $  84,999..........          8                 651,800                 10.21
$  85,000 - $  89,999..........          8                 700,414                 10.97
$  90,000 - $  94,999..........          4                372,566                   5.83
$  95,000 - $  99,999..........          5                 485,009                  7.60
$100,000 or more...............         25               2,880,019                 45.10
                                      ----            ------------              --------

     Total.....................         68              $6,385,546                100.00%
                                      ====              ==========                ======

</TABLE>

(1) The highest original Adjustable Rate Asset amount was $165,401, which
    represents approximately 2.59% of the aggregate principal balance of the
    Adjustable Assets at origination. The average original principal amount of
    the Adjustable Rate Assets was approximately $93,905 as of the Cut-off Date.

                                       15

<PAGE>

<TABLE>
<CAPTION>

                                      ADJUSTABLE RATE CURRENT ASSET RATES (1)

                                                                                PERCENTAGE OF
                                    NUMBER OF                                  ADJUSTABLE RATE
CURRENT                          ADJUSTABLE RATE    AGGREGATE SCHEDULED           ASSET POOL
ASSET RATE                           ASSETS          PRINCIPAL BALANCE              BY SPB
- ----------                       ---------------    -------------------        ---------------
<S>                              <C>                <C>                        <C>
6.000% - 6.999%............           11             $    1,099,319               17.22%
7.000% - 7.999%...........            43                  3,843,004               60.18
8.000% - 8.999%...........            14                  1,443,223               22.60
                                      --            ---------------            --------

     Total.................           68             $    6,385,546              100.00%
                                      ==             ==============              ======
</TABLE>

(1) The weighted average Adjustable Rate Asset Rate was approximately 7.38% as
    of the Cut-off Date. This table reflects the Asset Rates of the Adjustable
    Rate Loans as of the Cut-off Date and does not reflect any subsequent
    increases in the Asset Rates of the Adjustable Rate Loans.

<TABLE>
<CAPTION>
                       REMAINING TERMS TO MATURITY OF ADJUSTABLE RATE ASSETS (IN MONTHS) (1)

                                                                                PERCENTAGE OF
                                    NUMBER OF                                  ADJUSTABLE RATE
REMAINING TERM                   ADJUSTABLE RATE    AGGREGATE SCHEDULED           ASSET POOL
TO MATURITY                          ASSETS          PRINCIPAL BALANCE              BY SPB
- -----------                      ---------------    -------------------        ---------------
<S>                              <C>                <C>                        <C>
217 - 240 months...........            2                $   143,014                2.24%
241 - 300 months...........            3                    252,836                3.96
301 - 360 months...........           63                  5,989,696               93.80
                                      --                  ---------               -----

  Total....................           68                 $6,385,546              100.00%
                                      ==                 ==========              ======
</TABLE>

(1) The weighted average remaining term to maturity of the Adjustable Assets was
    approximately  352 months as of the Cut-off Date.

<TABLE>
<CAPTION>

                       ORIGINAL TERMS TO MATURITY OF ADJUSTABLE RATE ASSETS (IN MONTHS) (1)

                                                                                PERCENTAGE OF
                                    NUMBER OF                                  ADJUSTABLE RATE
ORIGINAL TERM                    ADJUSTABLE RATE    AGGREGATE SCHEDULED           ASSET POOL
TO MATURITY                          ASSETS          PRINCIPAL BALANCE              BY SPB
- -----------                      ---------------    -------------------        ---------------
<S>                              <C>                <C>                        <C>
240 months.................            2                $   143,014                2.24%
300 months.................            3                    252,836                3.96
360 months.................           63                  5,989,696               93.80
                                      --                  ---------               -----

  Total....................           68                 $6,385,546              100.00%
                                      ==                 ==========              ======
</TABLE>

(1) The weighted average original term to maturity of each Adjustable Asset was
    355 months as of the Cut-off Date.

                                       16

<PAGE>

<TABLE>
<CAPTION>

                    DISTRIBUTION OF ORIGINAL LOAN-TO-VALUE RATIOS OF ADJUSTABLE RATE ASSETS(1)

                                     NUMBER OF                                  PERCENTAGE OF
                                     ADJUSTABLE                                ADJUSTABLE RATE
                                        RATE       AGGREGATE SCHEDULED            ASSET POOL
LOAN-TO VALUE RATIO(2)                 ASSETS       PRINCIPAL BALANCE               BY SPB
- ----------------------               ----------    -------------------         ---------------
<S>                                  <C>           <C>                         <C>
66% - 70%....................             2             $  192,402                 3.01%
71% - 75%....................             2                185,074                 2.90
76% - 80%....................             4                315,168                 4.94
81% - 85%....................             4                380,379                 5.96
86% - 90%....................             3                295,818                 4.63
91% - 95%....................            11                971,808                15.22
96% - 100%...................            42              4,044,897                63.34
                                        ---             ----------             --------

     Total...................            68             $6,385,546               100.00%
                                         ==             ==========               ======
</TABLE>

(1) The weighted average original Loan-to-Value Ratio of the Adjustable Assets
    was approximately 93.92% as of the Cut-off Date.
(2) Rounded to nearest 1%.

         "Loan-to-Value Ratio" means, (a) with respect to each Contract, (i) as
to each Contract with respect to which a lien on land is required for
underwriting purposes, the ratio, expressed as a percentage, of the principal
amount of such Contract to the sum of the purchase price of the home (including
taxes, insurance and any land improvements), the tax value or appraised value of
the land and the amount of any prepaid finance charges or closing costs that are
financed; and (ii) as to each other Contract, the ratio, expressed as a
percentage, of the principal amount of such Contract to the purchase price of
the home (including taxes, insurance and any land improvements) and the amount
of any prepaid finance charges or closing costs that are financed; and (b) with
respect to each Mortgage Loan, the ratio, expressed as a percentage, of the
principal amount of such Mortgage Loan at the time of determination, to either
(i) the sum of the appraised value of the land and improvements, and the amount
of any prepaid finance charges or closing costs that are financed or (ii) the
sum of the purchase price of the home (including taxes, insurance and any land
improvements), the appraised value of the land and the amount of any prepaid
finance charges or closing costs that are financed:

<TABLE>
<CAPTION>
                     DISTRIBUTION OF NEXT CONTRACT RATE CHANGE DATE OF ADJUSTABLE RATE ASSETS

                                                                                PERCENTAGE OF
                                    NUMBER OF                                  ADJUSTABLE RATE
NEXT CONTRACT RATE               ADJUSTABLE RATE    AGGREGATE SCHEDULED           ASSET POOL
CHANGE DATE                           ASSETS         PRINCIPAL BALANCE              BY SPB
- -----------                      ---------------    -------------------        ---------------
<S>                              <C>                <C>                        <C>
August 1, 1999.............             1              $     99,552                1.56%
December 1, 1999...........             1                    77,512                1.21
January 1, 2000............             8                   751,860               11.77
February 1, 2000...........            10                 1,071,724               16.78
March 1, 2000..............             8                   794,108               12.44
April 1, 2000..............            21                 1,938,072               30.35
May 1, 2000................            13                 1,161,104               18.18
June 1, 2000...............             6                   491,614                7.70
                                      ---              ------------            --------

  Total....................            68                $6,385,546              100.00%
                                       ==                ==========              ======


</TABLE>

                                       17


<PAGE>

<TABLE>
<CAPTION>
                                           MHP PREPAYMENT SENSITIVITIES


                                     0% MHP                100% MHP              150% MHP
                                     ------                --------              --------

                                 WAL      Maturity      WAL      Maturity     WAL      Maturity
        TO CALL
        <S>                         <C>       <C>          <C>       <C>         <C>       <C>
        Class A-1                   6.23      06/09        1.86      02/03       1.38      02/02
        Class A-2                   9.96      06/09        8.04      06/09       7.03      06/09
        Class M-1                   9.96      06/09        9.65      06/09       8.91      06/09
        Class M-2                   9.96      06/09        9.65      06/09       8.91      06/09
        Class B-1                   9.96      06/09        9.24      06/09       7.54      06/09

        TO MATURITY
        Class A-1                   6.28      04/10        1.86      02/03       1.38      02/02
        Class A-2                  18.76      08/27       10.97      02/24       8.81      03/22
        Class M-1                  21.90      08/27       14.36      02/24      11.79      03/22
        Class M-2                  21.90      08/27       14.36      02/24      11.79      03/22
        Class B-1                  21.90      08/27       12.21      02/24       7.64      03/22



                                    200% MHP               250% MHP              300% MHP
                                    --------               --------              --------

                                 WAL      Maturity      WAL      Maturity     WAL      Maturity
        TO CALL
        Class A-1                   1.10      08/01        0.92      04/01       0.79      01/01
        Class A-2                   6.13      06/09        5.19      06/09       4.39      06/09
        Class M-1                   8.17      06/09        7.83      06/09       7.49      06/09
        Class M-2                   8.17      06/09        7.83      06/09       7.49      06/09
        Class B-1                   6.21      09/07        5.90      01/07       5.67      07/06

        TO MATURITY
        Class A-1                   1.10      08/01        0.92      04/01       0.79      01/01
        Class A-2                   7.12      04/20        5.69      11/18       4.60      02/18
        Class M-1                   9.86      04/20        8.93      11/18       8.12      02/18
        Class M-2                   9.86      04/20        8.93      11/18       8.12      02/18
        Class B-1                   6.21      09/07        5.90      01/07       5.67      07/06

</TABLE>


The above analysis is not intended to be a prospectus and any investment
decision with respect to the security should be made by you based solely upon
all of the information contained in the final prospectus. Under no circumstances
shall the information presented constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of the securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such jurisdiction.
The securities may not be sold nor may an offer to buy be accepted prior to the
delivery of a final prospectus relating to the securities. The above preliminary
description of the underlying assets has been provided by the issuer and has not
been independently verified by Credit Suisse First Boston. All information
described above is preliminary, limited in nature and subject to completion or
amendment. Credit Suisse First Boston makes no representations that the above
referenced security will actually perform as described in any scenario
presented.

                                       18

<PAGE>

                         [Banc of America Secuties Logo]
- --------------------------------------------------------------------------------


ABS NEW ISSUE TERM SHEET

$299,286,000 CERTIFICATES (APPROXIMATE)

MANUFACTURED HOUSING CONTRACT SENIOR/SUBORDINATE
PASS-THROUGH CERTIFICATES, SERIES 1999-C

CLASSES A-1, A-2, M-1, M-2, B-1 AND B-2

OAKWOOD MORTGAGE INVESTORS, INC.,
DEPOSITOR
OAKWOOD ACCEPTANCE CORPORATION,
SERVICER

JUNE 23, 1999


                                 [Oakwood Logo]


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

This Structural Term Sheet, Collateral Term Sheet, or Computational Materials,
as appropriate (the "material"), is for your private information and Banc of
America Securities LLC (the "Underwriter") is not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriter considers reliable, but the Underwriter does not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriter makes no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriter and its affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. This material is furnished solely by the Underwriter and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriter is acting as underwriter and not acting as agent
for the issuer in connection with the proposed transaction.

<PAGE>



SUBJECT TO REVISION
SERIES TERM SHEET DATED JUNE 23, 1999



                                  $299,286,000
                        Oakwood Mortgage Investors, Inc.,
                                    Depositor
                         Oakwood Acceptance Corporation,
[Oakwood Logo]                      Servicer
          SENIOR/SUBORDINATED PASS-THROUGH CERTIFICATES, SERIES 1999-C


Attached is a preliminary Series Term Sheet describing the structure, collateral
pool and certain aspects of the Oakwood Mortgage Investors, Inc.
Senior/Subordinated Pass-Through Certificates, Series 1999-C. The Series Term
Sheet has been prepared by Oakwood Mortgage Investors, Inc. for informational
purposes only and is subject to modification or change. The information and
assumptions contained therein are preliminary and will be superseded by a
prospectus supplement and by any other additional information subsequently filed
with the Securities and Exchange Commission or incorporated by reference in the
Registration Statement.

Neither Credit Suisse First Boston, Banc of America Securities LLC, First Union
Capital Markets Corp. nor any of their respective affiliates makes any
representation as to the accuracy or completeness of any of the information set
forth in the attached Series Term Sheet. This cover sheet is not part of the
Series Term Sheet.

A REGISTRATION STATEMENT (INCLUDING A BASE PROSPECTUS) RELATING TO THE
PASS-THROUGH CERTIFICATES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION. THE FINAL PROSPECTUS SUPPLEMENT RELATING TO THE SECURITIES WILL BE
FILED AFTER THE SECURITIES HAVE BEEN PRICED AND ALL OF THE TERMS AND INFORMATION
ARE FINALIZED. THIS COMMUNICATION IS NOT AN OFFER TO SELL OR THE SOLICITATION OF
AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THE SECURITIES IN ANY STATE IN
WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION
OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. INTERESTED PERSONS
ARE REFERRED TO THE FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT TO WHICH THE
SECURITIES RELATE. ANY INVESTMENT DECISION SHOULD BE BASED ONLY UPON THE
INFORMATION IN THE FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT AS OF THEIR
PUBLICATION DATES.

Credit Suisse First Boston
                      Banc of America Securities LLC
                                              First Union Capital Markets Corp.

- --------------------------------------------------------------------------------
This Structural Term Sheet, Collateral Term Sheet, or Computational Materials,
as appropriate (the "material"), is for your private information and Banc of
America Securities LLC (the "Underwriter") is not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriter considers reliable, but the Underwriter does not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriter makes no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriter and its affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. This material is furnished solely by the Underwriter and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriter is acting as underwriter and not acting as agent
for the issuer in connection with the proposed transaction.

<PAGE>

THIS SERIES TERM SHEET WILL BE SUPERSEDED IN ITS ENTIRETY BY THE INFORMATION
APPEARING IN THE PROSPECTUS SUPPLEMENT, THE PROSPECTUS AND THE SERIES 1999-C
POOLING AND SERVICING AGREEMENT (INCLUDING THE MAY 1999 EDITION TO THE STANDARD
TERMS) TO BE DATED AS OF JUNE 1, 1999, AMONG OAKWOOD MORTGAGE INVESTORS, INC.,
AS DEPOSITOR, OAKWOOD ACCEPTANCE CORPORATION, AS SERVICER, AND CHASE MANHATTAN
TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE.
<TABLE>
<CAPTION>

   The Offered Certificates........................
       -----------------------------------------------------------------------------------------------------------------------------
          <S>           <C>             <C>             <C>           <C>          <C>         <C>        <C>           <C>
                                                                    Average                 Modified
                      Principal                     S&P/ Fitch       Life                   Duration    First          Last
          Class       Amount(1)      Description    Ratings(2)     (yrs)(3)      Coupon    (yrs) (3)    Pay(3)        Pay(3)
       -----------------------------------------------------------------------------------------------------------------------------
        A-1       $  72,200,000    Senior SEQ        AAA / AAA       1.10        . %(4)       1.03       7/99          8/01
        A-2       $174,270,000     Senior SEQ        AAA / AAA       6.13      . %(5) (6)     4.57       8/01          6/09
        M-1       $  20,808,000    Mezzanine          AA / AA        8.17      . %(5) (6)     5.71       1/04          6/09
        M-2       $  16,004,000    Mezzanine           A / A         8.17      . %(5) (6)     5.56       1/04          6/09
        B-1       $  16,004,000    Subordinate      BBB / BBB-       6.21      . %(5) (6)     4.49       1/04          9/07
       -----------------------------------------------------------------------------------------------------------------------------


                                            (1)  The aggregate initial principal balance of the Certificates may be increased or
                                                 decreased by up to 5%. Any such increase or decrease may be allocated
                                                 disproportionately among the Classes of Certificates. Accordingly, any investor's
                                                 commitments with respect to the Certificates may be increased or decreased
                                                 correspondingly.
                                            (2)  It is a condition to the issuance of the Certificates that they be rated as above.
                                                 A security rating is not a recommendation to buy, sell or hold securities and may
                                                 be object to revision of withdrawal at any time by the assigning rating
                                                 organization.
                                            (3)  Assumed that the Optional Termination is exercised on the June 2009 Distribution
                                                 Date. Data run at a prepayment speed of 200% MHP.
                                            (4)  Based on One-Month LIBOR and subject to a cap of the Weighted Average Net Asset
                                                 Rate for the related Distribution Date. Computed on the basis of a 360-day year and
                                                 the actual number of days in each Interest Accrual Period.
                                            (5)  Computed on the basis of a 360-day year of twelve 30-day months.
                                            (6)  The lesser of (i) specified rate per annum, or (ii) the Weighted Average Net Asset
                                                 Rate for the related Distribution Date.

   Class Designations
      CLASS A CERTIFICATES...................Class.A-1 and Class A-2 Certificates.

      CLASS M CERTIFICATES...................Class.M-1 and Class M-2 Certificates.

      CLASS B CERTIFICATES...................Class B-1 and Class B-2 Certificates.

      SUBORDINATED CERTIFICATES..............Class M, Class B, Class X and Class R Certificates.

      OFFERED CERTIFICATES...................Class.A, Class M and Class B-1 Certificates.

      OFFERED SUBORDINATED CERTIFICATES......Class M and Class B-1 Certificates.

   Other Certificates........................The Class B-2, Class X and Class R Certificates are not being offered hereby. The Class
                                             B-2 Certificates are expected to be sold in a private placement at or around the
                                             Closing Date, and will be acquired in the interim by an affiliate of the Company. The
                                             Class X and Class R Certificates are expected to be sold initially to related entities
                                             of the Company, which may offer them in the future in one or more privately negotiated
                                             transactions. The Class B-2 Certificates will have an initial Certificate Principal
                                             Balance of approximately $20,807,916.

   Denominations.............................The Offered Certificates will be Book-Entry Certificates only, in minimum
                                             denominations of $1,000 and integral multiples of $1 in excess thereof.

   Cut-off Date..............................June.1, 1999.

   Distribution Dates........................The fifteenth day of each month, (or if such fifteenth day is not a business day, the
                                             next succeeding business day) commencing in July 1999 (each, a "Distribution Date").

   Record Date...............................With.respect to each Distribution Date, the close of business on the last business day
                                             of the month preceding the month in which such Distribution Date occurs (each, a
                                             "Record Date").

   Interest Accrual Period...................With. respect to each Distribution Date, (i) for the Class A-1 Certificates, the period
                                             commencing on the 15th day of the preceding month through the 14th day of the month in
                                             which such Distribution Date occurs (except that the first Interest Accrual Period for
                                             the Class A-1 Certificates will be the period from the


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                                             Closing Date through July 14th, 1999), and (ii) for all other Classes of the Offered
                                             Certificates, the calendar month preceding the month in which the Distribution Date
                                             occurs (each, an "Interest Accrual Period").

   Distributions.............................The "Available Distribution Amount" for a Distribution Date generally will include
                                             (1)(a) Monthly Payments of principal and interest due on the Assets during the related
                                             Collection Period, to the extent such payments were actually collected from the
                                             Obligors or advanced by the Servicer and (b) unscheduled payments received with respect
                                             to the Assets during the related Prepayment Period, including Principal Prepayments,
                                             proceeds of repurchases, Net Liquidation Proceeds and Net Insurance Proceeds, less
                                             (2)(a) amounts required to reimburse the Servicer for previously unreimbursed Advances
                                             in accordance with the Agreement, (b) amounts required to reimburse the Company or the
                                             Servicer for certain reimbursable expenses in accordance with the Agreement, (c)
                                             amounts required to reimburse any party for an overpayment of a Repurchase Price for an
                                             Asset in accordance with the Agreement, (d) the Interest Deficiency Amount or portion
                                             thereof, if any, paid from collections on the Preceding Distribution Date, and (e)(i)
                                             if Oakwood is not the Servicer, Servicing Fees for the related Collection Period; (ii)
                                             if Oakwood is the Servicier, 50% of the Servicing Fee for the related Collection Period
                                             for Distribution Dates prior to June 2009, and on and after the June 2009 Distribution
                                             Date, none of the Servicing Fees for the related Collection Period.

                                             Principal distributions to Class A will, in general, be allocated sequentially to the
                                             Class A Certificates in order of their numerical designations. Principal distributions
                                             to Class M will be allocated pro rata between the Class M-1 and the Class M-2
                                             Certificates. Principal distributions to Class B will be allocated sequentially to the
                                             Class B-1 and the Class B-2 Certificates, except that prior to the June 2009
                                             Distribution Date, the Class B-2 Principal Distribution Amount will be distributed pro
                                             rata among Class A, Class M and Class B-1 Certificates. Prior to the Cross-over Date or
                                             on any Distribution Date as of which the Principal Distribution Tests are not met,
                                             principal will be allocated solely to the Class A Certificates.

                                             No principal will be distributable to the Class B-2 Certificateholders until the June
                                             2009 Distribution Date (unless the aggregate principal balance of the outstanding
                                             Assets are less than the Class B-2 Certificate balance). The Class B-2 Certificates
                                             will receive principal distributions equal to all amounts otherwise distributable in
                                             accordance with "Priority of Distributions" below after distributions on the Offered
                                             Certificates if the Class B-2 Certificates are outstanding on or after the June 2009
                                             Distribution Date.

                                             If an Interest Deficiency Event occurs on any Distribution Date with respect to the
                                             Class M-1, Class M-2 or Class B-1 Certificates, collections received after the end of
                                             the related Collection Period and prior to such Distribution Date will be applied, up
                                             to a limited amount determined by the Rating Agencies, to remedy such deficiency in
                                             order of Class seniority. Any remaining deficiency will be carried forward as shortfall
                                             for the next Distribution Date. "Interest Deficiency Event" means, with respect to the
                                             Class M-1, Class M-2 or Class B-1 Certificates and a Distribution Date, that after
                                             distribution of the Available Distribution Amount in the order of priority set forth
                                             below under "Priority of Distributions," there remains unpaid any of the Interest
                                             Distribution Amount, Carryover Interest Distribution Amount, Writedown Interest
                                             Distribution Amount or Carryover Writedown Interest Distribution Amount for such Class
                                             and Distribution Date (the "Interest Deficiency Amount").

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                                              Distributions will be made on each Distribution Date to holders of record on the
                                              preceding Record Date. Distributions on a Class of Certificates will be allocated
                                              among the Certificates of such Class in proportion to their respective percentage
                                              interests.

   Priority of Distributions..................On.each Distribution Date the Available Distribution Amount will be distributed in the
                                              following amounts and in the following order of priority:

                                              (1) first, concurrently, to each Class of the Class A Certificates (a) first, the
                                              related Interest Distribution Amount for such Distribution Date with the Available
                                              Distribution Amount being allocated among such Classes pro rata based on their
                                              respective Interest Distribution Amounts and (b) second, the related Carryover
                                              Interest Distribution Amount, if any, for such Distribution Date, in each case with
                                              the Available Distribution Amount being allocated among the Classes of Class A
                                              Certificates pro rata based on their respective Carryover Interest Distribution
                                              Amounts;

                                              (2) second, to the Class M-1 Certificates, (a) first, the related Interest
                                              Distribution Amount for such Distribution Date and (b) second, the related Carryover
                                              Interest Distribution Amount, if any, for such Distribution Date;

                                              (3) third, to the Class M-2 Certificates, (a) first, the related Interest Distribution
                                              Amount for such Distribution Date and (b) second, the related Carryover Interest
                                              Distribution Amount, if any, for such Distribution Date;

                                              (4) fourth, to the Class B-1 Certificates, (a) first, the related Interest
                                              Distribution Amount for such Distribution Date and (b) second, the related Carryover
                                              Interest Distribution Amount, if any, for such Distribution Date;

                                              (5) fifth, concurrently, to each Class of the Class A Certificates, the related
                                              Principal Distribution Shortfall Carryover Amount for each such Class, if any, for
                                              such Distribution Date; allocated among the Class A Certificates pro rata based on
                                              their respective Principal Distribution Shortfall Carryover Amounts;

                                              (6) sixth, to the Class A-1 Certificates and the Class A-2 Certificates, the Class A
                                              Principal Distribution Amount, allocated in the following sequential order: (i) first,
                                              to the Class A-1 Certificates in reduction of the Certificate Principal Balance of
                                              such Class, until it has been reduced to zero; and (ii) second, to the Class A-2
                                              Certificates in reduction of the Certificate Principal Balance of such Class, until it
                                              has been reduced to zero; PROVIDED, HOWEVER, that on any Distribution Date on which
                                              the Pool Scheduled Principal Balance is less than the aggregate Certificate Principal
                                              Balance of the Class A Certificates immediately prior to such Distribution Date, the
                                              Class A Principal Distribution Amount will be allocated among the Class A Certificates
                                              PRO RATA based upon their respective Certificate Principal Balances;

                                              (7) seventh, to the Class M-1 Certificates, (a) first, any related Writedown Interest
                                              Distribution Amount for such Distribution Date, (b) second, any related Carryover
                                              Writedown Interest Distribution Amount for such Distribution Date, (c) third, any
                                              related Principal Distribution Shortfall Carryover Amount, and (d) fourth, any related
                                              Principal Distribution Amount until the Class M-1 Certificate Principal Balance is
                                              reduced to zero;

                                              (8) eighth, to the Class M-2 Certificates, (a) first, any related Writedown Interest
                                              Distribution Amount for such Distribution Date, (b) second, any related Carryover
                                              Writedown Distribution Amount for such Distribution Date, (c) third,

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                                              any related Principal Distribution Shortfall Carryover Amount, and (d) fourth, any
                                              related Principal Distribution Amount until the Class M-2 Certificate Principal
                                              Balance is reduced to zero;

                                              (9) ninth, to the Class B-1 Certificates, (a) first, any related Writedown Interest
                                              Distribution Amount for such Distribution Date, (b) second, any related Carryover
                                              Writedown Interest Distribution Amount for such Distribution Date, (c) third, any
                                              related Principal Distribution Shortfall Carryover Amount, and (d) fourth, any related
                                              Principal Distribution Amount until the Class B-1 Certificate Principal Balance is
                                              reduced to zero;

                                              (10) tenth, to the Class B-2 Certificates, (a) first, the related Interest
                                              Distribution Amount for such Distribution Date and (b) second, the related Carryover
                                              Interest Distribution Amount, if any, for such Distribution Date;

                                              (11) eleventh, to the Class B-2 Certificates, (a) first any related Writedown Interest
                                              Distribution Amount for such Distribution Date, (b) second, any related Carryover
                                              Writedown Interest Distribution Amount for such Distribution Date, (c) third, any
                                              related Principal Distribution Shortfall Carryover Amount, (d) fourth, any related
                                              Principal Distribution Amount, and (e) fifth, the Class B-2 Accelerated Principal
                                              Distribution Amount for such Distribution Date, until the Class B-2 Certificate
                                              Principal Balance is reduced to zero;

                                              (12) twelfth, to the Servicer, the following amounts in sequential order: (i) as long
                                              as Oakwood is the Servicer, 50% of the Servicing Fee with respect to any Distribution
                                              Date prior to June 2009, otherwise 100% of the Servicing Fee with respect to any
                                              Distribution Date; and (ii) any Servicing Fees from previous Distribution Dates
                                              remaining unpaid;

                                              (13) thirteenth, to the Class X Certificates, in the following sequential order: (i)
                                              the current Class X Strip Amount; and (ii) any Class X Strip Amounts from previous
                                              Distribution Dates remaining unpaid; and

                                              (14) finally, any remainder to the Class R Certificates.

                                              The primary credit support for the Class A Certificates is the subordination of the
                                              Subordinated Certificates; for the Class M-1 Certificates is the subordination of the
                                              Class M-2, Class B, Class X and Class R Certificates; for the Class M-2 Certificates
                                              is the subordination of the Class B, Class X and Class R Certificates; and for the
                                              Class B-1 Certificates is the subordination of the Class B-2, Class X and Class R
                                              Certificates.

   Cross-over Date............................The later to occur of (a) the Distribution Date occurring in January 2004 or (b) the
                                              first Distribution Date on which the percentage equivalent of a fraction (which shall
                                              not be greater than 1) the numerator of which is the sum of the Adjusted Certificate
                                              Principal Balance of the Subordinated Certificates and the Overcollateralization
                                              Amount for such Distribution Date and the denominator of which is the Pool Scheduled
                                              Principal Balance on such Distribution Date, equals or exceeds 1.75 times the
                                              percentage equivalent of a fraction (which shall not be greater than 1) the numerator
                                              of which is the initial aggregate Adjusted Certificate Principal Balance of the
                                              Subordinated Certificates and the denominator of which is the Pool Scheduled Principal
                                              Balance on the Cut-off Date.

   Performance Test...........................The Average 60-Day Delinquency Ratio is less than or equal to 6%, the Current
                                              Realized Loss Ratio is less than or equal to 3.25%; and the Cumulative Realized Losses
                                              are less than or equal to the percentage of the Aggregate Cut-off Date

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                                              Pool Principal Balance set forth below:

                                                           7% January 2004 through June 2005,
                                                           8% July 2005 through June 2006,
                                                           9.5% July 2006 through December 2007, and
                                                           10.5% thereafter.

   Allocation of Writedown Amounts............The "Writedown Amount" for any Distribution Date will be the amount, if any, by which
                                              the aggregate Certificate Principal Balance of all Certificates, after all
                                              distributions have been made on the Certificates on such Distribution Date, exceeds
                                              the Pool Scheduled Principal Balance of the Assets for the next Distribution Date. The
                                              Writedown Amount will be allocated among the Classes of Subordinated Certificates in
                                              the following order of priority:

                                              (1)   first, to the Class B-2 Certificates, to be applied in reduction of the
                                                    Adjusted Certificate Principal Balance of such Class until it has been reduced
                                                    to zero;

                                              (2)   second, to the Class B-1 Certificates, to be applied in reduction of the
                                                    Adjusted Certificate Principal Balance of such Class until it has been reduced
                                                    to zero;

                                              (3)   third, to the Class M-2 Certificates, to be applied in reduction of the
                                                    Adjusted Certificate Principal Balance of such Class until it has been reduced
                                                    to zero; and

                                              (4)   fourth, to the Class M-1 Certificates, to be applied in reduction of the
                                                    Adjusted Certificate Principal Balance of such Class until it has been reduced
                                                    to zero.

   Advances...................................For.each Distribution Date, the Servicer will be obligated to make an advance (a "P&I
                                              Advance") in respect of any delinquent Monthly Payment that will, in the Servicer's
                                              judgement, be recoverable from late payments on or Liquidation Proceeds from such
                                              Asset. The Servicer will also be obligated to make Advances ("Servicing Advances" and,
                                              together with P&I Advances, "Advances") in respect of Liquidation Expenses and certain
                                              taxes and insurance premiums not paid by an Obligor on a timely basis, to the extent
                                              the Servicer deems such Servicing Advances recoverable out of Liquidation Proceeds or
                                              from subsequent collections. P&I Advances and Servicing Advances are reimbursable to
                                              the Servicer under certain circumstances. In addition, the Servicer is obligated under
                                              certain circumstances to pay Compensating Interest with respect to any Asset that
                                              prepays on a date other than on a Due Date for such Asset.

   Final Scheduled Distribution Dates.........Based on the assumptions that (i) there are no defaults, prepayments or delinquencies
                                              with respect to payments due on the Assumed Contract Characteristics, and (ii) the
                                              optional termination right is not exercised by the Servicer, the Final Scheduled
                                              Distribution Dates for each of the Classes are set forth below. The actual final
                                              Distribution Date for each Class may occur earlier than the Final Schedule
                                              Distribution Dates. In the event of large losses and delinquencies on the Contracts,
                                              however, the actual payment on certain of the subordinate classes of Certificates may
                                              occur later than the Final Scheduled Distribution Dates and in certain scenarios,
                                              holders of such classes may incur a loss on their investment.

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                                                                                              Final Scheduled
                                                                                             Distribution Dates

                                            Class A-1 Certificates..........                 April 15, 2010
                                            Class A-2 Certificates..........                 August 15, 2027
                                            Class M-1 Certificates..........                 August 15, 2027
                                            Class M-2 Certificates..........                 August 15, 2027
                                            Class B-1 Certificates..........                 August 15, 2027

   Optional Termination.......................The Servicer at its option and subject to the limitations imposed by the Agreement,
                                              will have the option to purchase from the Trust Estate all Assets then outstanding and
                                              all other property in the Trust Estate on any Distribution Date occurring on or after
                                              the later of (i) the Distribution Date in June 2009, and (ii) the date on which the
                                              amount of outstanding assets falls to a level at which, in the reasonable opinion of
                                              the Servicer, the cost of servicing those assets becomes burdensome.

   Auction Sale...............................If the Servicer does not exercise its optional termination right within 90 days after
                                              it first becomes eligible to do so, the Trustee shall solicit bids for the purchase of
                                              all Assets then outstanding and all other property in the Trust Estate. In the event
                                              that satisfactory bids are received, the sale proceeds will be distributed to
                                              Certificateholders.

   The Assets.................................The Trust will consist of (1) fixed and adjustable rate manufactured housing
                                              installment sales contracts (collectively, the "Contracts") secured by security
                                              interests in manufactured homes, as defined herein (the "Manufactured Homes"), and
                                              with respect to certain of the Contracts ("Land Secured Contracts"), secured by liens
                                              on the real estate on which the related Manufactured Homes are located, and (2)
                                              mortgage loans secured by first liens on the real estate to which the related
                                              Manufactured Homes are deemed permanently affixed (the "Mortgage Loans," and together
                                              with the Contracts, the "Assets"). The Asset Pool consists of 7,485 Assets having an
                                              aggregate Scheduled Principal Balance as of the Cut-off Date of $320,093,916.36.

                                              FIXED RATE ASSETS
                                              As of the Cut-off Date, 7,417 Assets, aggregating $313,708,370.34 are secured by fixed
                                              rate Assets ("Fixed Rate Assets"). As of the Cut-off Date, approximately 16.32% of the
                                              Assets are Mortgage Loans and approximately 1.03% of the Assets are Land Secured
                                              Contracts. Based on Cut-off Date Pool Scheduled Principal Balance, approximately
                                              79.76% of the Fixed Rate Assets are secured by Manufactured Homes which were new,
                                              approximately 1.80% of the Fixed Rate Assets are secured by Manufactured Homes which
                                              were used, approximately 16.30% of the Fixed Rate Assets are secured by Manufactured
                                              Homes which were repossessed and approximately 2.14% of the Fixed Rate Assets are
                                              secured by Manufactured Homes which were transferred. As of the Cut-off Date, the
                                              Fixed Rate Assets were secured by Manufactured Homes or Mortgaged Properties (or Real
                                              Properties, in the case of Land Secured Contracts) located in 42 states and District
                                              of Columbia, and approximately 19.17% and 15.87% of the Fixed Rate Assets were secured
                                              by Manufactured Homes or Mortgaged Properties located in North Carolina and Texas,
                                              respectively (based on the mailing addresses of the Obligors on the Assets as of the
                                              Cut-off Date). Each Fixed Rate Asset bears interest at an annual percentage rate (an
                                              "APR") of at least 6.90% and not more than 14.50%. The weighted averaged APR of the
                                              Fixed Rate Assets as of the Cut-off Date is approximately 10.26%. The Fixed Rate
                                              Assets have remaining terms to maturity as of the Cut-off Date of at least 10 months
                                              but not more than 360 months and original terms



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                                              to stated maturity of at least 12 months but not more than 360 months. As of the
                                              Cut-off Date, the Fixed Rate Assets had a weighted average original term to stated
                                              maturity of approximately 295 months, and a weighted average remaining term to stated
                                              maturity of approximately 293 months. The Fixed Rate Assets have Loan-to-Value Ratio
                                              as of the Cut-off Date of at least 8.22% but not more than 100.00%. As of the Cut-off
                                              Date, the Fixed Rate Assets had a weighted average Loan-to-Value Ratio of
                                              approximately 91.62%. The final scheduled payment date on the Fixed Rate Asset with
                                              the latest maturity occurs in June 2029.

                                              ADJUSTABLE RATE ASSETS
                                              As of the Cut-off Date, 68 Assets aggregating $6,385,546.02, are secured by adjustable
                                              rate Assets ("Adjustable Rate Assets"). As of the Cut-off Date, all Adjustable Rate
                                              Assets are Mortgage Loans secured by Manufactured Homes which were new. As of the
                                              Cut-off Date, the Adjustable Rate Assets were secured by Mortgaged Properties located
                                              in 17 states, and approximately 16.61%, 16.28%, 12.27% and 10.13% of the Adjustable
                                              Assets were secured by Mortgaged Properties located in North Carolina, Kentucky,
                                              Colorado and Washington, respectively (based on the mailing addresses of the Obligors
                                              on the Assets as of the Cut-off Date). Each Adjustable Rate Asset bears interest at an
                                              annual percentage rate (an "APR") of at least 6.125% and not more than 8.50%. The
                                              weighted averaged APR of the Adjustable Rate Assets as of the Cut-off Date is
                                              approximately 7.38%. The Adjustable Rate Assets have remaining terms to maturity as of
                                              the Cut-off Date of at least 239 months but not more than 360 months and original
                                              terms to stated maturity of at least 240 months but not more than 360 months. As of
                                              the Cut-off Date, the Adjustable Rate Assets had a weighted average original term to
                                              stated maturity of 355 months, and a weighted average remaining term to stated
                                              maturity of approximately 352 months. The Adjustable Rate Assets have Loan-to-Value
                                              Ratio as of the Cut-off Date of at least 67.20% but not more than 100.00%. As of the
                                              Cut-off Date, the Adjustable Rate Assets had a weighted average Loan-to-Value Ratio of
                                              approximately 93.92%. All Adjustable Rate Assets adjust annually based on the monthly
                                              average yield on United States treasury securities adjusted to a constant maturity of
                                              one year. All Adjustable Rate Assets have annual caps of 2%. The weighted average
                                              lifetime cap of the Adjustable Rate Assets as of the Cut-off Date is approximately
                                              13%. The Adjustable Rate Assets have gross margins as of the Cut-off Date of at least
                                              3.25% but not more than 4.50%. The weighted average gross margin of the Adjustable
                                              Rate Assets as of the Cut-off Date is approximately 4.35%. The final scheduled payment
                                              date on the Adjustable Rate Asset with the latest maturity occurs in June 2029.

                                              The Servicer will be required to cause to be maintained one or more standard hazard
                                              insurance policies with respect to each Manufactured Home and Mortgaged Property.

    Certain Federal Income Tax
      Consequences............................For federal income tax purposes, the Trust Estate will be treated as one or more
                                              real estate mortgage investment conduits (each, a"REMIC"). The Class A, Class M, Class
                                              B and Class X Certificates will constitute "regular interests" in a REMIC for federal
                                              income tax purposes. The Class R Certificates will be treated as the sole class of
                                              "residual interests" in each REMIC for federal income tax purposes. .

   Recent Developments........................Oakwood  Homes,  the  parent  corporation  of both  Oakwood  Acceptance  and  Oakwood
                                              Mortgage,  announced on June 18, 1999 that its board of  directors  will be exploring
                                              strategic  alternatives  to enhance  shareholder  value including a merger or sale of
                                              Oakwood  Homes.  The board of directors  stated that Oakwood  Homes'  management  was
                                              pursuing the  possibility of a management led buyout.  Discussion of these matters is
                                              preliminary,  and there can be no

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                                              assurance that a transaction will result. Oakwood Homes' board of directors will
                                              engage a financial advisor to advise it in its consideration of strategic
                                              alternatives.

                                              During November and December, 1998, Oakwood Homes and some of its officers and
                                              directors were named as defendants in lawsuits filed on behalf of purchasers of
                                              Oakwood Homes' common stock between April 11, 1997 and July 21, 1998. These suits were
                                              filed in the United States District Court for the Middle District of North Carolina
                                              and in the United States District Court for the Eastern District of Arkansas. They
                                              allege violations of the Exchange Act in the statements made by Oakwood Homes
                                              concerning its business and financial operations. Oakwood Homes intends to defend
                                              these suits vigorously. Oakwood Mortgage believes that these lawsuits will not
                                              adversely affect payments to be made on your certificates.

   ERISA Considerations.......................Fiduciaries of employee benefit plans and certain other retirement plans and
                                              arrangements, including individual retirement accounts and annuities, Keogh plans, and
                                              collective investment funds in which such plans, accounts, annuities or arrangements
                                              are invested, that are subject to the Employee Retirement Income Security Act of 1974,
                                              as amended ("ERISA"), or corresponding provisions of the Code (any of the foregoing, a
                                              "Plan"), persons acting on behalf of a Plan, or persons using the assets of a Plan
                                              ("Plan Investors") should consult with their own counsel to determine whether the
                                              purchase or holding of the Offered Certificates could give rise to a transaction that
                                              is prohibited either under ERISA or the Code.

                                              BECAUSE THE OFFERED SUBORDINATED CERTIFICATES ARE SUBORDINATED SECURITIES, THEY WILL
                                              NOT SATISFY THE REQUIREMENTS OF CERTAIN PROHIBITED TRANSACTION EXEMPTIONS. AS A
                                              RESULT, THE PURCHASE OR HOLDING OF ANY OF THE OFFERED SUBORDINATED CERTIFICATES BY A
                                              PLAN INVESTOR MAY CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION OR RESULT IN THE
                                              IMPOSITION OF EXCISE TAXES OR CIVIL PENALTIES. ACCORDINGLY, NONE OF THE OFFERED
                                              SUBORDINATED CERTIFICATES ARE OFFERED FOR SALE, AND ARE NOT TRANSFERABLE, TO A PLAN
                                              INVESTOR, UNLESS SUCH PLAN INVESTOR PROVIDES THE SELLER AND THE TRUSTEE WITH A BENEFIT
                                              PLAN OPINION, OR THE CIRCUMSTANCES DESCRIBED IN CLAUSE (II) BELOW ARE SATISFIED.
                                              UNLESS SUCH OPINION IS DELIVERED, EACH PERSON ACQUIRING AN OFFERED SUBORDINATED
                                              CERTIFICATE WILL BE DEEMED TO REPRESENT TO THE TRUSTEE, THE SELLER AND THE SERVICER
                                              THAT EITHER (I) SUCH PERSON IS NOT A PLAN INVESTOR SUBJECT TO ERISA OR SECTION 4975 OF
                                              THE CODE, OR (II) SUCH PERSON IS AN INSURANCE COMPANY THAT IS PURCHASING AN OFFERED
                                              SUBORDINATED CERTIFICATE WITH FUNDS FROM ITS "GENERAL ACCOUNT" AND THE PROVISIONS OF
                                              PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL APPLY TO EXEMPT THE PURCHASE,
                                              HOLDING AND RESALE OF SUCH CERTIFICATE, AND TRANSACTIONS IN CONNECTION WITH THE
                                              SERVICING, OPERATION AND MANAGEMENT OF THE TRUST FROM THE PROHIBITED TRANSACTION RULES
                                              OF ERISA AND THE CODE.

   Legal Investment Considerations............The.Class A and Class M-1 Certificates are expected to constitute "mortgage related
                                              securities" for purposes of the Secondary Mortgage Market Enhancement Act of 1984
                                              ("SMMEA").

                                              THE CLASS M-2 AND CLASS B-1 CERTIFICATES ARE NOT "MORTGAGE RELATED SECURITIES" FOR
                                              PURPOSES OF SMMEA BECAUSE SUCH CERTIFICATES ARE NOT RATED IN ONE OF THE TWO HIGHEST
                                              RATING CATEGORIES BY A NATIONALLY RECOGNIZED RATING AGENCY.


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</TABLE>
<PAGE>


DELINQUENCY, LOAN LOSS AND REPOSSESSION EXPERIENCE

         The following tables set forth certain information, for the periods
indicated, concerning (1) the asset servicing portfolio, (2) the delinquency
experience and (3) the loan loss and repossession experience of the portfolio of
manufactured housing installment sales contracts and residential mortgage loans
serviced by Oakwood. Because delinquencies, losses and repossessions are
affected by a variety of economic, geographic and other factors, there can be no
assurance that the delinquency and loss experience of the Assets will be
comparable to that set forth below.

                                             ASSET SERVICING PORTFOLIO
                                              (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>


                                                           AT SEPTEMBER 30,                                MARCH 31,
                                     -------------------------------------------------------------- ---------------------
                                         1994       1995        1996         1997          1998         1998         1999
                                     ---------  ----------  -----------  -----------   -----------  -----------  --------
<S>                                      <C>        <C>         <C>          <C>        <C>           <C>         <C>
Total Number of Serviced Assets
     Oakwood Originated..........        39,273     51,566      67,120       89,411     111,351       99,878      117,673
     Acquired Portfolios.........         5,773      4,872       4,177        3,602       2,818        3,221        2,471
Aggregate Outstanding Principal
Balance of Serviced Assets
     Oakwood Originated..........      $757,640 $1,130,378  $1,687,406   $2,499,794    $3,536,657    $2,937,886   $3,874,548
     Acquired Portfolios.........       $85,227    $70,853     $57,837      $47,027       $35,882       $40,919      $30,532
Average Outstanding Principal
Balance per Serviced Asset
     Oakwood Originated..........        $19.3      $21.9       $25.1        $28.0          $31.8        $29.4        $32.9
     Acquired Portfolios.........        $14.8      $14.5       $13.8        $13.1          $12.7        $12.7        $12.4
Weighted Average Interest Rate
of Serviced Assets
     Oakwood Originated..........        12.2%      12.0%       11.5%        11.0%         10.8%        11.0%        10.7%
     Acquired Portfolios.........        11.0%      11.3%       11.2%        11.1%         11.0%        11.1%        10.9%
</TABLE>


                                            DELINQUENCY EXPERIENCE (1)
                                              (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>


                                                              AT SEPTEMBER 30,                            MARCH 31,
                                             --------------------------------------------------- --------------------
                                                 1994      1995       1996      1997       1998      1998        1999
                                             --------  --------   --------  --------   --------  --------    --------
<S>                                             <C>       <C>        <C>       <C>     <C>          <C>        <C>
Total Number of Serviced Assets
     Oakwood Originated..................       39,273    51,566     67,120    89,411  111,351      99,878     117,673
     Acquired Portfolios.................        5,773     4,872      4,177     3,602    2,818       3,221       2,471
Number of Delinquent Assets (2)..........
     Oakwood Originated:.................
      30-59 Days.........................          350       601        835     1,171    2,345       1,445       1,560
      60-89 Days.........................           97       185        308       476      906         499         630
      90 Days or More....................          198       267        492       716    1,222       1,004       1,474
     Total Number of Assets Delinquent             645     1,053      1,635     2,363    4,473       2,948       3,664
     Acquired Portfolios.................
      30-59 Days.........................          127        63         66        90       75          72          32
      60-89 Days.........................           49        17         23        23       31          31          14
      90 Days or More....................           98        76         62        75       57          61          60
     Total Number of Assets Delinquent             274       156        151       188      163         164         106
Total Delinquencies as a Percentage of
     Serviced Assets (3).................
     Oakwood Originated..................       1.6%      2.0%        2.4%      2.6%      4.0%       3.0%        3.1%
     Acquired Portfolios.................       4.7%      3.2%        3.6%      5.2%      5.8%       5.1%        4.3%


(1) Assets that are already the subject of repossession or foreclosure procedures are not included in "delinquent assets" for
    purposes of this table.
(2) The period of delinquency is based on the number of days payments are contractually past due (assuming 30-day months).
    Consequently, a payment due on the first day of a month is not 30 days delinquent until the first day of the next month.
(3) By number of assets.

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</TABLE>
<PAGE>

<TABLE>
<CAPTION>


                                          LOAN LOSS/REPOSSESSION EXPERIENCE
                                               (DOLLARS IN THOUSANDS)


                                                      AT OR FOR THE FISCAL YEAR                     AT OR FOR THE SIX MONTHS
                                                                ENDED                                        ENDED
                                                            SEPTEMBER 30,                                  MARCH 31,
                                     ------------------------------------------------------------ --------------------------
                                         1994       1995        1996        1997         1998         1998          1999
                                     ---------  ----------  ----------  -----------  -----------  -----------   ------------
<S>                                      <C>         <C>        <C>         <C>         <C>          <C>           <C>
Total Number of Serviced
     Assets (1).................         45,046      56,438     71,297      93,013      114,169      103,099       120,144
Average Number of Serviced
     Assets During Period.......         37,788      50,742     63,868      82,155      103,591       98,056       117,157
Number of Serviced
     Assets Repossessed.........          1,241       1,718      2,746       3,885        5,411        2,429         3,810
Serviced Assets Repossessed as a
     Percentage of Total Serviced
     Assets (2).................         2.75%      3.04%       3.85%      4.18%       4.74%        4.71%(6)      6.34%(6)
Serviced Assets Repossessed as a
     Percentage of Average Number
     of Serviced Assets.........         3.28%      3.39%       4.30%      4.73%       5.22%        4.95%(6)      6.50%(6)
Average Outstanding Principal
     Balance of Assets (3)......
     Oakwood Originated.........      $701,875   $976,905   $1,409,467  $2,065,033   $2,978,235   $2,677,949    $3,663,991
     Acquired Portfolios........       $30,432    $30,235      $27,351     $22,943      $19,179     $20,088       $15,721
Net Losses from Asset
     Liquidation(4):
     Total Dollars (3)..........
       Oakwood Originated.......         $4,630      $7,303    $14,248     $26,872      $45,189      $19,767       $36,984
       Acquired Portfolios......           $203        $473       $592        $528         $220         $135          $105
     As a Percentage of Average
     Outstanding Principal Balance
     of Assets (3) (5)
       Oakwood Originated.......        0.66%      0.75%       1.01%       1.30%       1.52%        1.48%(6)      2.02%(6)
       Acquired Portfolios......        0.67%      1.56%       2.16%       2.30%       1.15%        1.34%(6)      1.34%(6)

(1) As of period end.
(2) Total number of serviced assets repossessed during the applicable period expressed as a percentage of the total number of
    serviced assets at the end of the applicable period.
(3) Includes assets originated by Oakwood Acceptance Corporation and serviced by Oakwood Acceptance Corporation and others.
(4) Net losses represent all losses incurred on Oakwood Acceptance Corporation-serviced portfolios. Such amounts include estimates
    of net losses with respect to certain defaulted assets. Charges to the losses reserves in respect of a defaulted asset generally
    are made before the defaulted asset becomes a liquidated asset. The length of the accrual period for the amount of accrued and
    unpaid interest include in the calculation of the net loss varies depending upon the period in which the loss was charged and
    whether the asset was owned by an entity other than Oakwood Acceptance Corporation.
(5) Total net losses incurred on assets liquidated during the applicable period expressed as a percentage of the average outstanding
    principal balance of all assets at the end of the applicable period.
(6) Annualized.


         The data presented in the foregoing tables are for illustrative purposes only and there is no assurance that the
delinquency, loan loss or repossession experience of the Assets will be similar to that set forth above. The delinquency, loan loss
and repossession experience of manufactured housing contracts historically has been sharply affected by a downturn in regional or
local economic conditions. These regional or local economic conditions are often volatile, and no predictions can be made regarding
future economic conditions in any particular area. These downturns have tended to increase the severity of loss on repossession
because of the increased supply of used manufactured homes, which in turn may affect the supply in other regions.

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</TABLE>
<PAGE>


         Whenever reference is made herein to a percentage of the Assets (or to
a percentage of the Scheduled Principal Balance of the Assets), the percentage
is calculated based on the Scheduled Principal Balances ("SPB") of the Assets as
of the Cut-off Date. In addition, numbers in any columns in the tables below may
not sum exactly to the total number at the bottom of the column due to rounding.

FIXED RATE ASSETS:
<TABLE>
<CAPTION>

                                GEOGRAPHICAL DISTRIBUTION OF MANUFACTURED HOMES(1)

                                  NUMBER OF                                PERCENTAGE OF
                                 FIXED RATE     AGGREGATE SCHEDULED    FIXED RATE ASSET POOL
GEOGRAPHIC LOCATION                ASSETS        PRINCIPAL BALANCE             BY SPB
- -------------------                ------        -----------------             ------

<S>                                   <C>       <C>                            <C>
Alabama....................           263       $   10,319,228                 3.29%
Arizona....................           263           15,421,265                 4.92
Arkansas...................           148            5,930,396                 1.89
California.................            38            2,360,285                 0.75
Colorado...................            81            4,070,989                 1.30
Connecticut................             1               30,118                 0.01
Delaware...................            52            2,012,030                 0.64
Florida....................           180            7,631,975                 2.43
Georgia....................           361           14,643,691                 4.67
Idaho......................            91            5,197,072                 1.66
Illinois...................            10              349,139                 0.11
Indiana....................             9              263,136                 0.08
Iowa.......................             2               55,588                 0.02
Kansas.....................            72            3,117,201                 0.99
Kentucky...................           178            6,631,937                 2.11
Louisiana..................           274           10,912,854                 3.48
Maryland...................            22              876,928                 0.28
Massachusetts..............             1               36,480                 0.01
Michigan...................            63            3,305,969                 1.05
Minnesota..................             2               96,022                 0.03
Mississippi................           281           10,584,016                 3.37
Missouri...................           122            4,663,568                 1.49
Montana....................             2              169,714                 0.05
Nevada.....................            35            1,877,269                 0.60
New Jersey.................             5              261,041                 0.08
New Mexico.................           208            8,729,619                 2.78
New York...................             3              118,264                 0.04
North Carolina.............         1,523           60,150,066                19.17
Ohio.......................            85            3,232,359                 1.03
Oklahoma...................           121            4,987,707                 1.59
Oregon.....................            73            5,909,362                 1.88
Pennsylvania...............             5              164,089                 0.05
South Carolina.............           596           22,655,059                 7.22
South Dakota...............             1               49,556                 0.02
Tennessee..................           377           14,438,841                 4.60
Texas......................         1,187           49,771,100                15.87
Utah.......................            26            1,419,844                 0.45
Virginia...................           387           14,863,000                 4.74
Washington.................           129           11,570,173                 3.69
Washington DC..............             1               42,991                 0.01
West Virginia..............           129            4,366,667                 1.39
Wisconsin..................             2              121,889                 0.04
Wyoming....................             8              299,876                 0.10
                                 --------         ------------               ------
   Total...................         7,417         $313,708,370               100.00%
                                 ========         ============               ======

(1) Based on the mailing address of the Obligor on the related Fixed Rate Asset as of the Cut-off Date.

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</TABLE>

<PAGE>
<TABLE>
<CAPTION>



                                    YEAR OF ORIGINATION OF FIXED RATE ASSETS (1)

                                 NUMBER OF         AGGREGATE              PERCENTAGE OF
                                FIXED RATE         SCHEDULED          FIXED RATE ASSET POOL
YEAR OF ORIGINATION               ASSETS        PRINCIPAL BALANCE             BY SPB
- -------------------               ------        -----------------             ------

    <S>                            <C>                 <C>                     <C>
    1990.....................          1          $   31,413                  0.01%
    1991.....................          1              12,475                  0.00
    1993.....................          1              15,428                  0.00
    1995.....................          2              34,730                  0.01
    1996.....................          1              17,258                  0.01
    1997.....................          6             332,863                  0.11
    1998.....................        103           5,746,750                  1.83
    1999.....................      7,302         307,517,454                 98.03
                                   -----       -------------               -------

         Total...............      7,417        $313,708,370                100.00%
                                   =====        ============                ======

- ------------------
(1) The weighted average seasoning of the Fixed Rate Assets was approximately 2 months as of the Cut-off Date.
</TABLE>
<TABLE>
<CAPTION>


                                DISTRIBUTION OF ORIGINAL FIXED RATE ASSET AMOUNTS(1)

                                   NUMBER OF         AGGREGATE              PERCENTAGE OF
ORIGINAL FIXED RATE ASSET         FIXED RATE         SCHEDULED          FIXED RATE ASSET POOL
AMOUNT                              ASSETS        PRINCIPAL BALANCE             BY SPB
- ------                              ------        -----------------             ------

<S>                                     <C>    <C>                              <C>
$   4,999 or less..............         16     $        61,340                  0.02%
$   5,000 - $   9,999..........         96             716,418                  0.23
$  10,000 - $  14,999..........        149           1,847,789                  0.59
$  15,000 - $  19,999..........        314           5,499,883                  1.75
$  20,000 - $  24,999..........        643          14,545,486                  4.64
$  25,000 - $  29,999..........        968          26,721,292                  8.52
$  30,000 - $  34,999..........      1,163          37,496,918                 11.95
$  35,000 - $  39,999..........        801          29,810,550                  9.50
$  40,000 - $  44,999..........        546          23,177,172                  7.39
$  45,000 - $  49,999..........        592          28,158,828                  8.98
$  50,000 - $  54,999..........        520          27,212,488                  8.67
$  55,000 - $  59,999..........        483          27,742,608                  8.84
$  60,000 - $  64,999..........        317          19,698,340                  6.28
$  65,000 - $  69,999..........        178          12,017,274                  3.83
$  70,000 - $  74,999..........        146          10,527,415                  3.36
$  75,000 - $  79,999..........        106           8,204,211                  2.62
$  80,000 - $  84,999..........         68           5,573,816                  1.78
$  85,000 - $  89,999..........         43           3,746,470                  1.19
$  90,000 - $  94,999..........         48           4,425,557                  1.41
$  95,000 - $  99,999..........         37           3,599,963                  1.15
$100,000 or more...............        183          22,924,554                  7.31
                                    ------      --------------              --------
     Total.....................      7,417        $313,708,370                100.00%
                                    ======      ==============              ========

  (1) The highest original Fixed Rate Asset amount was $205,736, which represents approximately 0.07% of the aggregate principal
  balance of the Fixed Rate Assets at origination. The average original principal amount of the Fixed Rate Assets was approximately
  $42,296 as of the Cut-off Date.

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</TABLE>
<PAGE>
<TABLE>
<CAPTION>



                                            FIXED RATE ASSET RATES (1)

                                 NUMBER OF                                  PERCENTAGE OF
                                FIXED RATE      AGGREGATE SCHEDULED     FIXED RATE ASSET POOL
ASSET RATE                         ASSETS        PRINCIPAL BALANCE              BY SPB
- ----------                         ------        -----------------              ------

<S>      <C>                          <C>         <C>                           <C>
6.000% - 6.999%............           40          $  2,360,370                  0.75%
7.000% - 7.999%............          791            53,533,140                 17.06
8.000% - 8.999%...........           973            54,413,406                 17.35
9.000% -   9.999%..........          917            48,890,061                 15.58
10.000% - 10.999%..........          719            31,331,874                  9.99
11.000% - 11.999%..........        1,450            43,680,242                 13.92
12.000% - 12.999%..........        2,281            71,634,771                 22.83
13.000% - 13.999%..........          243             7,805,773                  2.49
14.000% - 14.999%..........            3                58,733                  0.02
                                   -----         -------------                ------
     Total.................        7,417          $313,708,370                100.00%
                                   =====         =============                ======
</TABLE>

(1) The weighted average Fixed Rate Asset Rate was approximately 10.26% as of
    the Cut-off Date. This table reflects the Fixed Rate Asset Rates of the
    Step-up Rate Loans as of the Cut-off Date and does not reflect any
    subsequent increases in the Rates of the Step-up Rate Loans.

<TABLE>
<CAPTION>


                         REMAINING TERMS TO MATURITY OF FIXED RATE ASSETS (IN MONTHS) (1)

                                 NUMBER OF                                  PERCENTAGE OF
REMAINING TERM                  FIXED RATE      AGGREGATE SCHEDULED     FIXED RATE ASSET POOL
TO MATURITY                        ASSETS        PRINCIPAL BALANCE              BY SPB
- -----------                        ------        -----------------              ------

<S>    <C>                           <C>       <C>                              <C>
  1 -  60 months...........          125       $     1,015,625                  0.32%
 61 -  96 months...........          124             1,759,669                  0.56
 97 - 120 months...........          233             4,505,741                  1.44
121 - 156 months...........          328             7,245,738                  2.31
157 - 180 months...........          750            21,698,775                  6.92
181 - 216 months...........          148             4,469,607                  1.42
217 - 240 months...........        2,178            72,906,268                 23.24
241 - 300 months...........        1,337            58,721,144                 18.72
301 - 360 months...........        2,194           141,385,803                 45.07
                                   -----         -------------               -------
  Total....................        7,417          $313,708,370                100.00%
                                   =====         =============                ======
</TABLE>

(1) The weighted average remaining term to maturity of the Fixed Rate Assets was
    approximately 293 months as of the Cut-off Date.

<TABLE>
<CAPTION>


                          ORIGINAL TERMS TO MATURITY OF FIXED RATE ASSETS (IN MONTHS) (1)

                                 NUMBER OF                                  PERCENTAGE OF
ORIGINAL TERM                   FIXED RATE      AGGREGATE SCHEDULED     FIXED RATE ASSET POOL
TO MATURITY                        ASSETS        PRINCIPAL BALANCE              BY SPB
- -----------                        ------        -----------------              ------

<S>    <C>                           <C>       <C>                              <C>
  1 -  60 months...........          124       $     1,001,755                  0.32%
 61 -  96 months...........          123             1,743,806                  0.56
 97 - 120 months...........          230             4,453,358                  1.42
121 - 156 months...........          329             7,265,221                  2.32
157 - 180 months...........          754            21,761,407                  6.94
181 - 216 months...........          146             4,401,687                  1.40
217 - 240 months...........        2,179            72,939,185                 23.25
241 - 300 months...........        1,338            58,756,147                 18.73
301 - 360 months...........        2,194           141,385,803                 45.07
                                   -----         -------------               -------
  Total....................        7,417          $313,708,370                100.00%
                                   =====         =============               =======

(1) The weighted average original term to maturity of the Fixed Rate Assets was
    approximately 295 months as of the Cut-off Date.

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</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                        DISTRIBUTION OF ORIGINAL LOAN-TO-VALUE RATIOS OF FIXED RATE ASSETS(1)

                                    NUMBER OF                              PERCENTAGE OF
                                   FIXED RATE    AGGREGATE SCHEDULED   FIXED RATE ASSET POOL
LOAN-TO VALUE RATIO(2)                ASSETS      PRINCIPAL BALANCE            BY SPB
- ----------------------                ------      -----------------            ------

<S>                                      <C>       <C>                          <C>
50%  or  less................            66        $   1,827,209                0.58%
51% - 55%....................            20              641,586                0.20
56% - 60%....................            27              863,730                0.28
61% - 65%....................            45            1,646,507                0.52
66% - 70%....................            92            3,645,058                1.16
71% - 75%....................           148            5,697,060                1.82
76% - 80%....................           281           10,695,896                3.41
81% - 85%....................           679           24,376,428                7.77
86% - 90%....................         1,493           56,841,825               18.12
91% - 95%....................         2,478          105,800,001               33.73
96% - 100%...................         2,088          101,673,072               32.41
                                      -----         ------------            --------
     Total...................         7,417         $313,708,370              100.00%
                                      =====         ============              ======
</TABLE>

(1) The weighted average original Loan-to-Value Ratio of the Fixed Rate Assets
    was approximately 91.62% as of the Cut-off Date.
(2) Rounded to nearest 1%.

         "Loan-to-Value Ratio" means, (a) with respect to each Contract, (i) as
to each Contract with respect to which a lien on land is required for
underwriting purposes, the ratio, expressed as a percentage, of the principal
amount of such Contract to the sum of the purchase price of the home (including
taxes, insurance and any land improvements), the tax value or appraised value of
the land and the amount of any prepaid finance charges or closing costs that are
financed; and (ii) as to each other Contract, the ratio, expressed as a
percentage, of the principal amount of such Contract to the purchase price of
the home (including taxes, insurance and any land improvements) and the amount
of any prepaid finance charges or closing costs that are financed; and (b) with
respect to each Mortgage Loan, the ratio, expressed as a percentage, of the
principal amount of such Mortgage Loan at the time of determination, to either
(i) the sum of the appraised value of the land and improvements, and the amount
of any prepaid finance charges or closing costs that are financed or (ii) the
sum of the purchase price of the home (including taxes, insurance and any land
improvements), the appraised value of the land and the amount of any prepaid
finance charges or closing costs that are financed:
<TABLE>
<CAPTION>


ADJUSTABLE RATE ASSETS:
- -----------------------

                                GEOGRAPHICAL DISTRIBUTION OF MANUFACTURED HOMES(1)

                                   NUMBER OF                                PERCENTAGE OF
                                  ADJUSTABLE          AGGREGATE            ADJUSTABLE RATE
                                     RATE             SCHEDULED               ASSET POOL
GEOGRAPHIC LOCATION                 ASSETS        PRINCIPAL BALANCE             BY SPB
- -------------------                 ------        -----------------             ------

<S>                                     <C>         <C>                        <C>
Arizona....................             1           $     88,402               1.38%
Colorado...................             7                783,486              12.27
Georgia....................             1                 87,907               1.38
Idaho......................             2                230,971               3.62
Indiana....................             1                 92,449               1.45
Kansas.....................             2                193,187               3.03
Kentucky...................            13              1,039,490              16.28
New Mexico.................             2                182,618               2.86
North Carolina.............            12              1,060,710              16.61
Ohio.......................             2                156,485               2.45
Oklahoma...................             2                216,124               3.38
Oregon.....................             6                579,364               9.07
Tennessee..................             7                575,819               9.02
Texas......................             1                118,230               1.85
Utah.......................             1                 88,422               1.38
Virginia...................             3                244,970               3.84
Washington.................             5                646,911              10.13
                                      ---          -------------           --------
   Total...................            68             $6,385,546             100.00%
                                       ==             ==========             ======
</TABLE>

(1) Based on the mailing address of the Obligor on the related Adjustable Rate
    Asset as of the Cut-off Date.

[Banc of America Securities Logo]
                                       14

- --------------------------------------------------------------------------------
This page must be accompanied by the disclaimer on the back page of these
materials. If you did not receive such a disclaimer please contact your
Financial Advisor at Banc of America Securities LLC.
<PAGE>
<TABLE>
<CAPTION>


                                  YEAR OF ORIGINATION OF ADJUSTABLE RATE ASSETS (1)

                                  NUMBER OF                                PERCENTAGE OF
                                 ADJUSTABLE                               ADJUSTABLE RATE
                                    RATE       AGGREGATE SCHEDULED           ASSET POOL
YEAR OF ORIGINATION                ASSETS       PRINCIPAL BALANCE              BY SPB
- -------------------                ------       -----------------              ------

<S> <C>                               <C>          <C>                       <C>
    1998.....................         18           $ 1,775,133               27.80%
    1999.....................         50             4,610,413               72.20
                                      --             ---------             -------
         Total...............         68            $6,385,546              100.00%
                                      ==            ==========              ======
</TABLE>
- ------------------

(1) The weighted average seasoning of the Adjustable Rate Assets was
    approximately 3 months as of the Cut-off Date.
<TABLE>
<CAPTION>


                               DISTRIBUTION OF ADJUSTABLE RATE ASSETS GROSS MARGINS(1)

                                  NUMBER OF                                PERCENTAGE OF
                                 ADJUSTABLE                               ADJUSTABLE RATE
                                    RATE       AGGREGATE SCHEDULED           ASSET POOL
GROSS MARGINS                      ASSETS       PRINCIPAL BALANCE              BY SPB
- -------------                      ------       -----------------              ------

<S>      <C>                          <C>          <C>                       <C>
3.250% - 3.500%............           10           $   913,361               14.30%
4.250% - 4.500%...........            58             5,472,185               85.70
                                      --           -----------             -------
         Total...............         68            $6,385,546              100.00%
                                      ==            ==========              ======
</TABLE>

- ------------------
(1) The weighted average gross margin of the Adjustable Rate Assets was
    approximately 4.35% as of the Cut-off Date.
<TABLE>
<CAPTION>



                               DISTRIBUTION OF ORIGINAL ADJUSTABLE RATE ASSET AMOUNTS(1)

                                                                                 PERCENTAGE OF
                                     NUMBER OF                                  ADJUSTABLE RATE
ORIGINAL ADJUSTABLE RATE ASSET    ADJUSTABLE RATE   AGGREGATE SCHEDULED           ASSET POOL
AMOUNT                                ASSETS         PRINCIPAL BALANCE               BY SPB
- ------                                ------         -----------------               ------

<S>         <C>                          <C>           <C>                          <C>
$  55,000 - $  59,999..........          1             $    55,244                  0.87%
$  60,000 - $  64,999..........          1                  64,816                  1.02
$  65,000 - $  69,999..........          2                 138,741                  2.17
$  70,000 - $  74,999..........          9                 645,307                 10.11
$  75,000 - $  79,999..........          5                 391,631                  6.13
$  80,000 - $  84,999..........          8                 651,800                 10.21
$  85,000 - $  89,999..........          8                 700,414                 10.97
$  90,000 - $  94,999..........          4                372,566                   5.83
$  95,000 - $  99,999..........          5                 485,009                  7.60
$100,000 or more...............         25               2,880,019                 45.10
                                      ----            ------------              --------
     Total.....................         68              $6,385,546                100.00%
                                      ====              ==========                ======

(1) The highest original Adjustable Rate Asset amount was $165,401, which
    represents approximately 2.59% of the aggregate principal balance of the
    Adjustable Assets at origination. The average original principal amount of
    the Adjustable Rate Assets was approximately $93,905 as of the Cut-off Date.
</TABLE>

[Banc of America Securities Logo]
                                       15
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This page must be accompanied by the disclaimer on the back page of these
materials. If you did not receive such a disclaimer please contact your
Financial Advisor at Banc of America Securities LLC.

<PAGE>
<TABLE>
<CAPTION>



                                      ADJUSTABLE RATE CURRENT ASSET RATES (1)

                                                                                PERCENTAGE OF
                                    NUMBER OF                                  ADJUSTABLE RATE
CURRENT                          ADJUSTABLE RATE    AGGREGATE SCHEDULED           ASSET POOL
ASSET RATE                           ASSETS          PRINCIPAL BALANCE              BY SPB
- ----------                           ------          -----------------              ------

<S>      <C>                          <C>            <C>                          <C>
6.000% - 6.999%............           11             $    1,099,319               17.22%
7.000% - 7.999%...........            43                  3,843,004               60.18
8.000% - 8.999%...........            14                  1,443,223               22.60
                                      --            ---------------            --------
     Total.................           68             $    6,385,546              100.00%
                                      ==             ==============              ======
</TABLE>

(1) The weighted average Adjustable Rate Asset Rate was approximately 7.38% as
    of the Cut-off Date. This table reflects the Asset Rates of the Adjustable
    Rate Loans as of the Cut-off Date and does not reflect any subsequent
    increases in the Asset Rates of the Adjustable Rate Loans.

<TABLE>
<CAPTION>

                       REMAINING TERMS TO MATURITY OF ADJUSTABLE RATE ASSETS (IN MONTHS) (1)

                                                                                PERCENTAGE OF
                                    NUMBER OF                                  ADJUSTABLE RATE
REMAINING TERM                   ADJUSTABLE RATE    AGGREGATE SCHEDULED           ASSET POOL
TO MATURITY                          ASSETS          PRINCIPAL BALANCE              BY SPB
- -----------                          ------          -----------------              ------

<S>   <C>                              <C>              <C>                        <C>
217 - 240 months...........            2                $   143,014                2.24%
241 - 300 months...........            3                    252,836                3.96
301 - 360 months...........           63                  5,989,696               93.80
                                      --                  ---------               -----
  Total....................           68                 $6,385,546              100.00%
                                      ==                 ==========              ======
</TABLE>

(1) The weighted average remaining term to maturity of the Adjustable Assets was
    approximately 352 months as of the Cut-off Date.
<TABLE>
<CAPTION>


                       ORIGINAL TERMS TO MATURITY OF ADJUSTABLE RATE ASSETS (IN MONTHS) (1)

                                                                                PERCENTAGE OF
                                    NUMBER OF                                  ADJUSTABLE RATE
ORIGINAL TERM                    ADJUSTABLE RATE    AGGREGATE SCHEDULED           ASSET POOL
TO MATURITY                          ASSETS          PRINCIPAL BALANCE              BY SPB
- -----------                          ------          -----------------              ------

<S>                                    <C>              <C>                        <C>
240 months.................            2                $   143,014                2.24%
300 months.................            3                    252,836                3.96
360 months.................           63                  5,989,696               93.80
                                      --                  ---------               -----
  Total....................           68                 $6,385,546              100.00%
                                      ==                 ==========              ======
</TABLE>

(1) The weighted average original term to maturity of each Adjustable Asset was
    355 months as of the Cut-off Date.

[Banc of America Securities Logo]
                                       16
- -------------------------------------------------------------------------------
This page must be accompanied by the disclaimer on the back page of these
materials. If you did not receive such a disclaimer please contact your
Financial Advisor at Banc of America Securities LLC.

<PAGE>

<TABLE>
<CAPTION>



                    DISTRIBUTION OF ORIGINAL LOAN-TO-VALUE RATIOS OF ADJUSTABLE RATE ASSETS(1)

                                     NUMBER OF                                  PERCENTAGE OF
                                     ADJUSTABLE                                ADJUSTABLE RATE
                                        RATE       AGGREGATE SCHEDULED            ASSET POOL
LOAN-TO VALUE RATIO(2)                 ASSETS       PRINCIPAL BALANCE               BY SPB
- ----------------------                 ------       -----------------               ------

<S>   <C>                                 <C>           <C>                        <C>
66% - 70%....................             2             $  192,402                 3.01%
71% - 75%....................             2                185,074                 2.90
76% - 80%....................             4                315,168                 4.94
81% - 85%....................             4                380,379                 5.96
86% - 90%....................             3                295,818                 4.63
91% - 95%....................            11                971,808                15.22
96% - 100%...................            42              4,044,897                63.34
                                        ---             ----------             --------
     Total...................            68             $6,385,546               100.00%
                                        ===             ==========               ======
</TABLE>

(1) The weighted average original Loan-to-Value Ratio of the Adjustable Assets
    was approximately 93.92% as of the Cut-off Date.
(2) Rounded to nearest 1%.

         "Loan-to-Value Ratio" means, (a) with respect to each Contract, (i) as
to each Contract with respect to which a lien on land is required for
underwriting purposes, the ratio, expressed as a percentage, of the principal
amount of such Contract to the sum of the purchase price of the home (including
taxes, insurance and any land improvements), the tax value or appraised value of
the land and the amount of any prepaid finance charges or closing costs that are
financed; and (ii) as to each other Contract, the ratio, expressed as a
percentage, of the principal amount of such Contract to the purchase price of
the home (including taxes, insurance and any land improvements) and the amount
of any prepaid finance charges or closing costs that are financed; and (b) with
respect to each Mortgage Loan, the ratio, expressed as a percentage, of the
principal amount of such Mortgage Loan at the time of determination, to either
(i) the sum of the appraised value of the land and improvements, and the amount
of any prepaid finance charges or closing costs that are financed or (ii) the
sum of the purchase price of the home (including taxes, insurance and any land
improvements), the appraised value of the land and the amount of any prepaid
finance charges or closing costs that are financed:

<TABLE>
<CAPTION>

                     DISTRIBUTION OF NEXT CONTRACT RATE CHANGE DATE OF ADJUSTABLE RATE ASSETS

                                                                                PERCENTAGE OF
                                    NUMBER OF                                  ADJUSTABLE RATE
NEXT CONTRACT RATE               ADJUSTABLE RATE    AGGREGATE SCHEDULED           ASSET POOL
CHANGE DATE                           ASSETS         PRINCIPAL BALANCE              BY SPB
- -----------                           ------         -----------------              ------

<S>                                     <C>            <C>                         <C>
August 1, 1999.............             1              $     99,552                1.56%
December 1, 1999...........             1                    77,512                1.21
January 1, 2000............             8                   751,860               11.77
February 1, 2000...........            10                 1,071,724               16.78
March 1, 2000..............             8                   794,108               12.44
April 1, 2000..............            21                 1,938,072               30.35
May 1, 2000................            13                 1,161,104               18.18
June 1, 2000...............             6                   491,614                7.70
                                      ---              ------------            --------

  Total....................            68                $6,385,546              100.00%
                                      ===              ============            ========

</TABLE>


[Banc of America Securities Logo]
                                       17
- -------------------------------------------------------------------------------
This page must be accompanied by the disclaimer on the back page of these
materials. If you did not receive such a disclaimer please contact your
Financial Advisor at Banc of America Securities LLC.

<PAGE>
<TABLE>
<CAPTION>


                                           MHP PREPAYMENT SENSITIVITIES


                                     0% MHP                100% MHP              150% MHP
                                     ------                --------              --------

                                 WAL      Maturity      WAL      Maturity     WAL      Maturity
        TO CALL
        <S>                         <C>       <C>          <C>       <C>         <C>       <C>
        Class A-1                   6.23      06/09        1.86      02/03       1.38      02/02
        Class A-2                   9.96      06/09        8.04      06/09       7.03      06/09
        Class M-1                   9.96      06/09        9.65      06/09       8.91      06/09
        Class M-2                   9.96      06/09        9.65      06/09       8.91      06/09
        Class B-1                   9.96      06/09        9.24      06/09       7.54      06/09

        TO MATURITY
        Class A-1                   6.28      04/10        1.86      02/03       1.38      02/02
        Class A-2                  18.76      08/27       10.97      02/24       8.81      03/22
        Class M-1                  21.90      08/27       14.36      02/24      11.79      03/22
        Class M-2                  21.90      08/27       14.36      02/24      11.79      03/22
        Class B-1                  21.90      08/27       12.21      02/24       7.64      03/22



                                    200% MHP               250% MHP              300% MHP
                                    --------               --------              --------

                                 WAL      Maturity      WAL      Maturity     WAL      Maturity
        TO CALL
        Class A-1                   1.10      08/01        0.92      04/01       0.79      01/01
        Class A-2                   6.13      06/09        5.19      06/09       4.39      06/09
        Class M-1                   8.17      06/09        7.83      06/09       7.49      06/09
        Class M-2                   8.17      06/09        7.83      06/09       7.49      06/09
        Class B-1                   6.21      09/07        5.90      01/07       5.67      07/06

        TO MATURITY
        Class A-1                   1.10      08/01        0.92      04/01       0.79      01/01
        Class A-2                   7.12      04/20        5.69      11/18       4.60      02/18
        Class M-1                   9.86      04/20        8.93      11/18       8.12      02/18
        Class M-2                   9.86      04/20        8.93      11/18       8.12      02/18
        Class B-1                   6.21      09/07        5.90      01/07       5.67      07/06
</TABLE>

[Banc of America Securities Logo]
                                       18
- -------------------------------------------------------------------------------
This page must be accompanied by the disclaimer on the back page of these
materials. If you did not receive such a disclaimer please contact your
Financial Advisor at Banc of America Securities LLC.
<PAGE>


The attached tables and other statistical analyses (the "Term Sheet") are
privileged and confidential and are intended for use by the addressee only. This
Term Sheet is furnished to you solely by Banc of America Securities LLC ("Banc
of America") and not by the issuer of the securities or any of its affiliates.
The issuer of these securities has not prepared or taken part in the preparation
of these materials. Neither Banc of America, the issuer of the securities nor
any of its affiliates makes any representation as to the accuracy or
completeness of the information herein. The information herein is preliminary,
and will be subsequently filed with the Securities and Exchange Commission. They
may not be provided to any third party other than the addressee's legal, tax,
financial and/or accounting advisors for the purposes of evaluating said
material.
         Numerous assumptions were used in preparing the Term Sheet which may or
may not be stated therein. As such, no assurance can be given as to the
accuracy, appropriateness or completeness of the Term Sheet in any particular
context; or as to whether the Term Sheet and/or the assumptions upon which it is
based reflect present market conditions or future market performance. This Term
Sheet should not be construed as either projections or predictions or as legal,
tax, financial or accounting advice.
         Any yields or weighted average lives shown in the Term Sheet are based
on prepayment assumptions and actual prepayment experience may dramatically
affect such yields or weighted average lives. In addition, it is possible that
prepayments on the underlying assets will occur at rates slower or faster than
the rates assumed in the attached Term Sheet. Furthermore, unless otherwise
provided, the Term Sheet assumes no losses on the underlying assets and no
interest shortfall. The specific characteristics of the securities may differ
from those shown in the Term Sheet due to differences between the actual
underlying assets and the hypothetical assets used in preparing the Term Sheet.
The principal amount and designation of any security described in the Term Sheet
are subject to change prior to issuance. Although a registration statement
(including the prospectus) relating to the securities discussed in this
communication has been filed with the Securities and Exchange Commission and is
effective, the final prospectus supplement relating to the securities discussed
in this communication has not been filed with the Securities and Exchange
Commission. This communication shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the securities
discussed in this communication in any state in which such offer, solicitations
or sale would be unlawful prior to registration or qualification under the
securities laws of any such state. Prospective purchasers are referred to the
final prospectus and prospectus supplement relating to the securities discussed
in this communication for final information on any matter discussed in this
communication. All information in this Term Sheet will be superseded by the
information in the final prospectus and prospectus supplement. A final
prospectus and prospectus supplement may be obtained by contacting Banc of
America Syndicate Desk at (704) 386-9690.
         Please be advised that asset-backed securities may not be appropriate
for all investors. Potential investors must be willing to assume, among other
things, market price volatility, prepayments, yield curve and interest rate
risk. Investors should fully consider the risk of an investment in these
securities.
         If you have received this communication in error, please notify the
sending party immediately by telephone and return the original to such party by
mail.


[Banc of America Securities Logo]
                                       19
- -------------------------------------------------------------------------------
This page must be accompanied by the disclaimer on the back page of these
materials. If you did not receive such a disclaimer please contact your
Financial Advisor at Banc of America Securities LLC.

<PAGE>

SUBJECT TO REVISION
SERIES TERM SHEET DATED JUNE 23, 1999

[OAKWOOD MORTGAGE LOGO APPEARS HERE]



                                  $299,286,000
                        Oakwood Mortgage Investors, Inc.,
                                    Depositor
                         Oakwood Acceptance Corporation,
                                    Servicer
          SENIOR/SUBORDINATED PASS-THROUGH CERTIFICATES, SERIES 1999-C


The attached Series Term Sheet (the "Series Term Sheet") is privileged and
confidential and is intended for use by the addressee only. This Series Term
Sheet is furnished to you solely by First Union Capital Markets Corp., Credit
Suisse First Boston, and Banc of America Securities LLC (the "Underwriters") and
not by the issuer of the certificates identified above (the "Certificates") or
any other party. The Series Term Sheet is based upon information made available
to the Underwriters. Neither the Underwriters, the issuer of the Certificates,
nor any other party makes any representation to the accuracy or completeness of
the information therein. The information herein is preliminary, and will be
superseded by the applicable prospectus supplement and by any other information
subsequently filed with the Securities and Exchange Commission. The information
herein may not be provided to any third party other than the addressee's legal,
tax, financial and/or accounting advisors for the purpose of evaluating such
information.

No assurance can be given as to the accuracy, appropriateness or completeness of
the Series Term Sheet in any particular context; or as to whether the Series
Term Sheet reflects future performance. This Series Term Sheet should not be
construed as either a prediction or as legal, tax, and financial or accounting
advice.

Any yields or weighted average lives shown in the Series Term Sheet are based on
prepayment and other assumptions. Actual experience may dramatically affect such
yields or weighted average lives. The principal amount and designation of any
security described in the Series Term Sheet are subject to change prior to
issuance.

Although a registration statement (including the prospectus) relating to the
Certificates has been filed with the Securities and Exchange Commission and is
effective, the final prospectus supplement relating to the Certificates has not
been filed with the Securities and Exchange Commission. This communication shall
not constitute an offer to sell or a solicitation of an offer to buy nor shall
there be any sale of the Offered Certificates in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state. Prospective purchasers are referred
to the final prospectus and prospectus supplement relating to the Offered
Certificates for definitive terms of the Offered Certificates and the
collateral.

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

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


                        [FIRST UNION LOGO APPEARS HERE]
                       FIRST UNION CAPITAL MARKETS CORP.
<PAGE>

         THIS SERIES TERM SHEET WILL BE SUPERSEDED IN ITS ENTIRETY BY THE
INFORMATION APPEARING IN THE PROSPECTUS SUPPLEMENT, THE PROSPECTUS AND THE
SERIES 1999-C POOLING AND SERVICING AGREEMENT (INCLUDING THE MAY 1999 EDITION TO
THE STANDARD TERMS) TO BE DATED AS OF JUNE 1, 1999, AMONG OAKWOOD MORTGAGE
INVESTORS, INC., AS DEPOSITOR, OAKWOOD ACCEPTANCE CORPORATION, AS SERVICER, AND
CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE.

<TABLE>
<CAPTION>

   The Offered Certificates........................
       -----------------------------------------------------------------------------------------------------------------------------
       <S>           <C>           <C>             <C>              <C>          <C>        <C>         <C>           <C>
                                                                    Average                 Modified
                      Principal                     S&P/ Fitch       Life                   Duration    First          Last
          Class       Amount(1)      Description    Ratings(2)     (yrs)(3)      Coupon    (yrs) (3)    Pay(3)        Pay(3)
       -----------------------------------------------------------------------------------------------------------------------------
        A-1       $  72,200,000    Senior SEQ        AAA / AAA       1.10        . %(4)       1.03       7/99          8/01
        A-2       $ 174,270,000    Senior SEQ        AAA / AAA       6.13      . %(5) (6)     4.57       8/01          6/09
        M-1       $  20,808,000    Mezzanine          AA / AA        8.17      . %(5) (6)     5.71       1/04          6/09
        M-2       $  16,004,000    Mezzanine           A / A         8.17      . %(5) (6)     5.56       1/04          6/09
        B-1       $  16,004,000    Subordinate      BBB / BBB-       6.21      . %(5) (6)     4.49       1/04          9/07
       -----------------------------------------------------------------------------------------------------------------------------


                                              (1) The aggregate initial principal balance of the Certificates may be increased
                                                  or decreased by up to 5%. Any such increase or decrease may be allocated
                                                  disproportionately among the Classes of Certificates. Accordingly, any
                                                  investor's commitments with respect to the Certificates may be increased or
                                                  decreased correspondingly.

                                              (2) It is a condition to the issuance of the Certificates that they be rated as
                                                  above. A security rating is not a recommendation to buy, sell or hold securities
                                                  and may be object to revision of withdrawal at any time by the assigning rating
                                                  organization.

                                              (3) Assumed that the Optional Termination is exercised on the June
                                                  2009 Distribution Date. Data run at a prepayment speed of 200% MHP. (4) Based on
                                                  One-Month LIBOR and subject to a cap of the Weighted Average Net Asset Rate for
                                                  the related Distribution Date. Computed on the basis of a 360-day year and the
                                                  actual number of days in each Interest Accrual Period. (5) Computed on the basis
                                                  of a 360-day year of twelve 30-day months. (6) The lesser of (i) specified rate
                                                  per annum, or (ii) the Weighted Average Net Asset Rate for the related
                                                  Distribution Date.
</TABLE>
<TABLE>
<CAPTION>
<S>                                          <C>
   Class Designations

      CLASS A CERTIFICATES...................Class.A-1 and Class A-2 Certificates.
      CLASS M CERTIFICATES...................Class.M-1 and Class M-2 Certificates.
      CLASS B CERTIFICATES...................Class B-1 and Class B-2 Certificates.
      SUBORDINATED CERTIFICATES..............Class M, Class B, Class X and Class R Certificates.
      OFFERED CERTIFICATES...................Class.A, Class M and Class B-1 Certificates.
      OFFERED SUBORDINATED CERTIFICATES......Class M and Class B-1 Certificates.

    Other Certificates.......................The Class B-2, Class X and Class R Certificates are not being offered hereby.
                                             The Class B-2 Certificates are expected to be sold in a private placement at or
                                             around the Closing Date, and will be acquired in the interim by an affiliate of
                                             the Company. The Class X and Class R Certificates are expected to be sold
                                             initially to related entities of the Company, which may offer them in the future
                                             in one or more privately negotiated transactions. The Class B-2 Certificates
                                             will have an initial Certificate Principal Balance of approximately $20,807,916.

    Denominations............................The Offered Certificates will be Book-Entry Certificates only, in minimum
                                             denominations of $1,000 and integral multiples of $1 in excess thereof.

    Cut-off Date.............................June.1, 1999.

    Distribution Dates.......................The fifteenth day of each month, (or if such fifteenth day is not a
                                             business day, the next succeeding business day) commencing in July 1999 (each, a
                                             "Distribution Date").

Record Date..................................With.respect to each Distribution Date, the close of business on the last
                                             business day of the month preceding the month in which such Distribution Date
                                             occurs (each, a "Record Date").

Interest Accrual Period......................With. respect to each Distribution Date, (i) for the Class A-1 Certificates,
                                             the period commencing on the 15th day of the preceding month through the 14th
                                             day of the month in which such Distribution Date occurs (except that the first
                                             Interest Accrual Period for the Class A-1 Certificates will be the period from
                                             the Closing Date through July 14th, 1999), and (ii) for all other Classes of the
                                             Offered Certificates, the calendar month preceding the month in which the
                                             Distribution Date occurs (each, an "Interest Accrual Period").
</TABLE>

- --------------------------------------------------------------------------------
FIRST UNION CAPITAL MARKETS CORP.

This document does not constitute either an offer to sell or a solicitation of
an offer to buy any of the securities described herein. Offers to sell and
solicitations of offers to buy are made only by, and this document must be read
in conjunction with, the final offering circular supplement. 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 circular supplement. The
descriptions of the securities have been prepared on the basis of certain
assumptions regarding payments, interest rates and other factors described in
the prospectus supplement.

                                       1

<PAGE>

<TABLE>
<CAPTION>

<S>                                         <C>
Distributions.............................The "Available Distribution Amount" for a Distribution Date generally will
                                          include (1)(a) Monthly Payments of principal and interest due on the Assets
                                          during the related Collection Period, to the extent such payments were actually
                                          collected from the Obligors or advanced by the Servicer and (b) unscheduled
                                          payments received with respect to the Assets during the related Prepayment
                                          Period, including Principal Prepayments, proceeds of repurchases, Net
                                          Liquidation Proceeds and Net Insurance Proceeds, less (2)(a) amounts required to
                                          reimburse the Servicer for previously unreimbursed Advances in accordance with
                                          the Agreement, (b) amounts required to reimburse the Company or the Servicer for
                                          certain reimbursable expenses in accordance with the Agreement, (c) amounts
                                          required to reimburse any party for an overpayment of a Repurchase Price for an
                                          Asset in accordance with the Agreement, (d) the Interest Deficiency Amount or
                                          portion thereof, if any, paid from collections on the Preceding Distribution
                                          Date, and (e)(i) if Oakwood is not the Servicer, Servicing Fees for the related
                                          Collection Period; (ii) if Oakwood is the Servicier, 50% of the Servicing Fee
                                          for the related Collection Period for Distribution Dates prior to June 2009, and
                                          on and after the June 2009 Distribution Date, none of the Servicing Fees for the
                                          related Collection Period.

                                          Principal distributions to Class A will, in general, be allocated sequentially
                                          to the Class A Certificates in order of their numerical designations. Principal
                                          distributions to Class M will be allocated pro rata between the Class M-1 and
                                          the Class M-2 Certificates. Principal distributions to Class B will be allocated
                                          sequentially to the Class B-1 and the Class B-2 Certificates, except that prior
                                          to the June 2009 Distribution Date, the Class B-2 Principal Distribution Amount
                                          will be distributed pro rata among Class A, Class M and Class B-1 Certificates.
                                          Prior to the Cross-over Date or on any Distribution Date as of which the
                                          Principal Distribution Tests are not met, principal will be allocated solely to
                                          the Class A Certificates.

                                          No principal will be distributable to the Class B-2 Certificateholders until the
                                          June 2009 Distribution Date (unless the aggregate principal balance of the
                                          outstanding Assets are less than the Class B-2 Certificate balance). The Class
                                          B-2 Certificates will receive principal distributions equal to all amounts
                                          otherwise distributable in accordance with "Priority of Distributions" below
                                          after distributions on the Offered Certificates if the Class B-2 Certificates
                                          are outstanding on or after the June 2009 Distribution Date.

                                          If an Interest Deficiency Event occurs on any Distribution Date with respect to
                                          the Class M-1, Class M-2 or Class B-1 Certificates, collections received after
                                          the end of the related Collection Period and prior to such Distribution Date
                                          will be applied, up to a limited amount determined by the Rating Agencies, to
                                          remedy such deficiency in order of Class seniority. Any remaining deficiency
                                          will be carried forward as shortfall for the next Distribution Date. "Interest
                                          Deficiency Event" means, with respect to the Class M-1, Class M-2 or Class B-1
                                          Certificates and a Distribution Date, that after distribution of the Available
                                          Distribution Amount in the order of priority set forth below under "Priority of
                                          Distributions," there remains unpaid any of the Interest Distribution Amount,
                                          Carryover Interest Distribution Amount, Writedown Interest Distribution Amount
                                          or Carryover Writedown Interest Distribution Amount for such Class and
                                          Distribution Date (the "Interest Deficiency Amount").

                                          Distributions will be made on each Distribution Date to holders of record on the
                                          preceding Record Date. Distributions on a Class of Certificates will be
                                          allocated among the Certificates of such Class in proportion to their respective
                                          percentage interests.

Priority of Distributions.................On.each Distribution Date the Available Distribution Amount will be distributed
                                          in the following amounts and in the following order of priority:

</TABLE>

- --------------------------------------------------------------------------------
FIRST UNION CAPITAL MARKETS CORP.

This document does not constitute either an offer to sell or a solicitation of
an offer to buy any of the securities described herein. Offers to sell and
solicitations of offers to buy are made only by, and this document must be read
in conjunction with, the final offering circular supplement. 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 circular supplement. The
descriptions of the securities have been prepared on the basis of certain
assumptions regarding payments, interest rates and other factors described in
the prospectus supplement.

                                       2

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<TABLE>
<CAPTION>
<S>                                        <C>

                                          (1) first, concurrently, to each Class of the Class A Certificates (a) first,
                                          the related Interest Distribution Amount for such Distribution Date with the
                                          Available Distribution Amount being allocated among such Classes pro rata based
                                          on their respective Interest Distribution Amounts and (b) second, the related
                                          Carryover Interest Distribution Amount, if any, for such Distribution Date, in
                                          each case with the Available Distribution Amount being allocated among the
                                          Classes of Class A Certificates pro rata based on their respective Carryover
                                          Interest Distribution Amounts;

                                          (2) second, to the Class M-1 Certificates, (a) first, the related Interest
                                          Distribution Amount for such Distribution Date and (b) second, the related
                                          Carryover Interest Distribution Amount, if any, for such Distribution Date;

                                          (3) third, to the Class M-2 Certificates, (a) first, the related Interest
                                          Distribution Amount for such Distribution Date and (b) second, the related
                                          Carryover Interest Distribution Amount, if any, for such Distribution Date;

                                          (4) fourth, to the Class B-1 Certificates, (a) first, the related Interest
                                          Distribution Amount for such Distribution Date and (b) second, the related
                                          Carryover Interest Distribution Amount, if any, for such Distribution Date;

                                          (5) fifth, concurrently, to each Class of the Class A Certificates, the related
                                          Principal Distribution Shortfall Carryover Amount for each such Class, if any,
                                          for such Distribution Date; allocated among the Class A Certificates pro rata
                                          based on their respective Principal Distribution Shortfall Carryover Amounts;

                                          (6) sixth, to the Class A-1 Certificates and the Class A-2 Certificates, the
                                          Class A Principal Distribution Amount, allocated in the following sequential
                                          order: (i) first, to the Class A-1 Certificates in reduction of the Certificate
                                          Principal Balance of such Class, until it has been reduced to zero; and (ii)
                                          second, to the Class A-2 Certificates in reduction of the Certificate Principal
                                          Balance of such Class, until it has been reduced to zero; PROVIDED, HOWEVER,
                                          that on any Distribution Date on which the Pool Scheduled Principal Balance is
                                          less than the aggregate Certificate Principal Balance of the Class A
                                          Certificates immediately prior to such Distribution Date, the Class A Principal
                                          Distribution Amount will be allocated among the Class A Certificates PRO RATA
                                          based upon their respective Certificate Principal Balances;

                                          (7) seventh, to the Class M-1 Certificates, (a) first, any related Writedown
                                          Interest Distribution Amount for such Distribution Date, (b) second, any related
                                          Carryover Writedown Interest Distribution Amount for such Distribution Date, (c)
                                          third, any related Principal Distribution Shortfall Carryover Amount, and (d)
                                          fourth, any related Principal Distribution Amount until the Class M-1
                                          Certificate Principal Balance is reduced to zero;

                                          (8) eighth, to the Class M-2 Certificates, (a) first, any related Writedown
                                          Interest Distribution Amount for such Distribution Date, (b) second, any related
                                          Carryover Writedown Distribution Amount for such Distribution Date, (c) third,
                                          any related Principal Distribution Shortfall Carryover Amount, and (d) fourth,
                                          any related Principal Distribution Amount until the Class M-2 Certificate
                                          Principal Balance is reduced to zero;

                                          (9) ninth, to the Class B-1 Certificates, (a) first, any related Writedown
                                          Interest Distribution Amount for such Distribution Date, (b) second, any related
                                          Carryover Writedown Interest Distribution Amount for such Distribution Date, (c)
                                          third, any related Principal Distribution Shortfall Carryover Amount, and (d)
                                          fourth, any related Principal Distribution Amount until the Class B-1
                                          Certificate Principal Balance is reduced to zero;

</TABLE>

- --------------------------------------------------------------------------------
FIRST UNION CAPITAL MARKETS CORP.

This document does not constitute either an offer to sell or a solicitation of
an offer to buy any of the securities described herein. Offers to sell and
solicitations of offers to buy are made only by, and this document must be read
in conjunction with, the final offering circular supplement. 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 circular supplement. The
descriptions of the securities have been prepared on the basis of certain
assumptions regarding payments, interest rates and other factors described in
the prospectus supplement.


                                       3

<TABLE>
<CAPTION>
<S>                                       <C>

                                          (10) tenth, to the Class B-2 Certificates, (a) first, the related Interest
                                          Distribution Amount for such Distribution Date and (b) second, the related
                                          Carryover Interest Distribution Amount, if any, for such Distribution Date;

                                          (11) eleventh, to the Class B-2 Certificates, (a) first any related Writedown
                                          Interest Distribution Amount for such Distribution Date, (b) second, any related
                                          Carryover Writedown Interest Distribution Amount for such Distribution Date, (c)
                                          third, any related Principal Distribution Shortfall Carryover Amount, (d)
                                          fourth, any related Principal Distribution Amount, and (e) fifth, the Class B-2
                                          Accelerated Principal Distribution Amount for such Distribution Date, until the
                                          Class B-2 Certificate Principal Balance is reduced to zero;

                                          (12) twelfth, to the Servicer, the following amounts in sequential order: (i) as
                                          long as Oakwood is the Servicer, 50% of the Servicing Fee with respect to any
                                          Distribution Date prior to June 2009, otherwise 100% of the Servicing Fee with
                                          respect to any Distribution Date; and (ii) any Servicing Fees from previous
                                          Distribution Dates remaining unpaid;

                                          (13) thirteenth, to the Class X Certificates, in the following sequential order:
                                          (i) the current Class X Strip Amount; and (ii) any Class X Strip Amounts from
                                          previous Distribution Dates remaining unpaid; and

                                          (14) finally, any remainder to the Class R Certificates.

                                          The primary credit support for the Class A Certificates is the subordination of
                                          the Subordinated Certificates; for the Class M-1 Certificates is the
                                          subordination of the Class M-2, Class B, Class X and Class R Certificates; for
                                          the Class M-2 Certificates is the subordination of the Class B, Class X and
                                          Class R Certificates; and for the Class B-1 Certificates is the subordination of
                                          the Class B-2, Class X and Class R Certificates.


Cross-over Date...........................The later to occur of (a) the Distribution Date occurring in January 2004 or
                                          (b) the first Distribution Date on which the percentage equivalent of a fraction
                                          (which shall not be greater than 1) the numerator of which is the sum of the
                                          Adjusted Certificate Principal Balance of the Subordinated Certificates and the
                                          Overcollateralization Amount for such Distribution Date and the denominator of
                                          which is the Pool Scheduled Principal Balance on such Distribution Date, equals
                                          or exceeds 1.75 times the percentage equivalent of a fraction (which shall not
                                          be greater than 1) the numerator of which is the initial aggregate Adjusted
                                          Certificate Principal Balance of the Subordinated Certificates and the
                                          denominator of which is the Pool Scheduled Principal Balance on the Cut-off
                                          Date.


Performance Test..........................The Average 60-Day Delinquency Ratio is less than or equal to 6%, the Current
                                          Realized Loss Ratio is less than or equal to 3.25%; and the Cumulative Realized
                                          Losses are less than or equal to the percentage of the Aggregate Cut-off Date
                                          Pool Principal Balance set forth below:

                                                    7% January 2004 through June 2005,
                                                    8% July 2005 through June 2006,
                                                    9.5% July 2006 through December 2007, and
                                                    10.5% thereafter.

Allocation of Writedown Amounts..........The "Writedown Amount" for any Distribution Date will be the amount, if any, by
                                         which the aggregate Certificate Principal Balance of all Certificates, after all
                                         distributions have been made on the Certificates on such Distribution Date,
                                         exceeds the Pool Scheduled Principal Balance of the Assets for the next
                                         Distribution Date. The Writedown Amount will be allocated among the Classes of
                                         Subordinated Certificates in the following order of priority:

</TABLE>

- --------------------------------------------------------------------------------
FIRST UNION CAPITAL MARKETS CORP.

This document does not constitute either an offer to sell or a solicitation of
an offer to buy any of the securities described herein. Offers to sell and
solicitations of offers to buy are made only by, and this document must be read
in conjunction with, the final offering circular supplement. 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 circular supplement. The
descriptions of the securities have been prepared on the basis of certain
assumptions regarding payments, interest rates and other factors described in
the prospectus supplement.

                                       4

<PAGE>

<TABLE>
<CAPTION>
<S>                                        <C>
                                          (1) first, to the Class B-2 Certificates, to be applied in reduction of the
                                              Adjusted Certificate Principal Balance of such Class until it has been reduced
                                              to zero;

                                          (2) second, to the Class B-1 Certificates, to be applied in reduction of
                                              the Adjusted Certificate Principal Balance of such Class until it has been
                                              reduced to zero;

                                          (3) third, to the Class M-2 Certificates, to be applied in reduction of the
                                              Adjusted Certificate Principal Balance of such Class until it has been reduced
                                              to zero; and

                                          (4) fourth, to the Class M-1 Certificates, to be applied in reduction of
                                              the Adjusted Certificate Principal Balance of such Class until it has been
                                              reduced to zero.



   Advances..................................For.each Distribution Date, the Servicer will be obligated to make an advance
                                             (a "P&I Advance") in respect of any delinquent Monthly Payment that will, in the
                                             Servicer's judgement, be recoverable from late payments on or Liquidation
                                             Proceeds from such Asset. The Servicer will also be obligated to make Advances
                                             ("Servicing Advances" and, together with P&I Advances, "Advances") in respect of
                                             Liquidation Expenses and certain taxes and insurance premiums not paid by an
                                             Obligor on a timely basis, to the extent the Servicer deems such Servicing
                                             Advances recoverable out of Liquidation Proceeds or from subsequent collections.
                                             P&I Advances and Servicing Advances are reimbursable to the Servicer under
                                             certain circumstances. In addition, the Servicer is obligated under certain
                                             circumstances to pay Compensating Interest with respect to any Asset that
                                             prepays on a date other than on a Due Date for such Asset.



Final Scheduled Distribution Dates.......... Based on the assumptions that (i) there are no defaults, prepayments or
                                             delinquencies with respect to payments due on the Assumed Contract
                                             Characteristics, and (ii) the optional termination right is not exercised by the
                                             Servicer, the Final Scheduled Distribution Dates for each of the Classes are set
                                             forth below. The actual final Distribution Date for each Class may occur earlier
                                             than the Final Schedule Distribution Dates. In the event of large losses and
                                             delinquencies on the Contracts, however, the actual payment on certain of the
                                             subordinate classes of Certificates may occur later than the Final Scheduled
                                             Distribution Dates and in certain scenarios, holders of such classes may incur a
                                             loss on their investment.
                                                                                                     Final Scheduled
                                                                                                    Distribution Dates

                                            Class A-1 Certificates..........                 April 15, 2010
                                            Class A-2 Certificates..........                 August 15, 2027
                                            Class M-1 Certificates..........                 August 15, 2027
                                            Class M-2 Certificates..........                 August 15, 2027
                                            Class B-1 Certificates..........                 August 15, 2027

Optional Termination........................The Servicer at its option and subject to the limitations imposed by the
                                            Agreement, will have the option to purchase from the Trust Estate all Assets
                                            then outstanding and all other property in the Trust Estate on any Distribution
                                            Date occurring on or after the later of (i) the Distribution Date in June 2009,
                                            and (ii) the date on which the amount of outstanding assets falls to a level at
                                            which, in the reasonable opinion of the Servicer, the cost of servicing those
                                            assets becomes burdensome.

Auction Sale................................If the Servicer does not exercise its optional termination right within 90 days
                                            after it first becomes eligible to do so, the Trustee shall solicit bids for the
                                            purchase of all Assets then outstanding and all other property in the Trust
                                            Estate. In the event that satisfactory bids are received, the sale proceeds will
                                            be distributed to Certificateholders.
</TABLE>
- --------------------------------------------------------------------------------
FIRST UNION CAPITAL MARKETS CORP.

This document does not constitute either an offer to sell or a solicitation of
an offer to buy any of the securities described herein. Offers to sell and
solicitations of offers to buy are made only by, and this document must be read
in conjunction with, the final offering circular supplement. 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 circular supplement. The
descriptions of the securities have been prepared on the basis of certain
assumptions regarding payments, interest rates and other factors described in
the prospectus supplement.


                                       5

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<TABLE>
<CAPTION>
<S>                                        <C>

 The Assets................................The.Trust will consist of (1) fixed and adjustable rate manufactured housing
                                           installment sales contracts (collectively, the "Contracts") secured by security
                                           interests in manufactured homes, as defined herein (the "Manufactured Homes"),
                                           and with respect to certain of the Contracts ("Land Secured Contracts"), secured
                                           by liens on the real estate on which the related Manufactured Homes are located,
                                           and (2) mortgage loans secured by first liens on the real estate to which the
                                           related Manufactured Homes are deemed permanently affixed (the "Mortgage Loans,"
                                           and together with the Contracts, the "Assets"). The Asset Pool consists of 7,485
                                           Assets having an aggregate Scheduled Principal Balance as of the Cut-off Date of
                                           $320,093,916.36.

                                           FIXED RATE ASSETS
                                           As of the Cut-off Date, 7,417 Assets, aggregating $313,708,370.34 are secured by
                                           fixed rate Assets ("Fixed Rate Assets"). As of the Cut-off Date, approximately
                                           16.32% of the Assets are Mortgage Loans and approximately 1.03% of the Assets
                                           are Land Secured Contracts. Based on Cut-off Date Pool Scheduled Principal
                                           Balance, approximately 79.76% of the Fixed Rate Assets are secured by
                                           Manufactured Homes which were new, approximately 1.80% of the Fixed Rate Assets
                                           are secured by Manufactured Homes which were used, approximately 16.30% of the
                                           Fixed Rate Assets are secured by Manufactured Homes which were repossessed and
                                           approximately 2.14% of the Fixed Rate Assets are secured by Manufactured Homes
                                           which were transferred. As of the Cut-off Date, the Fixed Rate Assets were
                                           secured by Manufactured Homes or Mortgaged Properties (or Real Properties, in
                                           the case of Land Secured Contracts) located in 42 states and District of
                                           Columbia, and approximately 19.17% and 15.87% of the Fixed Rate Assets were
                                           secured by Manufactured Homes or Mortgaged Properties located in North Carolina
                                           and Texas, respectively (based on the mailing addresses of the Obligors on the
                                           Assets as of the Cut-off Date). Each Fixed Rate Asset bears interest at an
                                           annual percentage rate (an "APR") of at least 6.90% and not more than 14.50%.
                                           The weighted averaged APR of the Fixed Rate Assets as of the Cut-off Date is
                                           approximately 10.26%. The Fixed Rate Assets have remaining terms to maturity as
                                           of the Cut-off Date of at least 10 months but not more than 360 months and
                                           original terms to stated maturity of at least 12 months but not more than 360
                                           months. As of the Cut-off Date, the Fixed Rate Assets had a weighted average
                                           original term to stated maturity of approximately 295 months, and a weighted
                                           average remaining term to stated maturity of approximately 293 months. The Fixed
                                           Rate Assets have Loan-to-Value Ratio as of the Cut-off Date of at least 8.22%
                                           but not more than 100.00%. As of the Cut-off Date, the Fixed Rate Assets had a
                                           weighted average Loan-to-Value Ratio of approximately 91.62%. The final
                                           scheduled payment date on the Fixed Rate Asset with the latest maturity occurs
                                           in June 2029.

                                           ADJUSTABLE RATE ASSETS
                                           As of the Cut-off Date, 68 Assets aggregating $6,385,546.02, are secured by
                                           adjustable rate Assets ("Adjustable Rate Assets"). As of the Cut-off Date, all
                                           Adjustable Rate Assets are Mortgage Loans secured by Manufactured Homes which
                                           were new. As of the Cut-off Date, the Adjustable Rate Assets were secured by
                                           Mortgaged Properties located in 17 states, and approximately 16.61%, 16.28%,
                                           12.27% and 10.13% of the Adjustable Assets were secured by Mortgaged Properties
                                           located in North Carolina, Kentucky, Colorado and Washington, respectively
                                           (based on the mailing addresses of the Obligors on the Assets as of the Cut-off
                                           Date). Each Adjustable Rate Asset bears interest at an annual percentage rate
                                           (an "APR") of at least 6.125% and not more than 8.50%. The weighted averaged APR
                                           of the Adjustable Rate Assets as of the Cut-off Date is approximately 7.38%. The
                                           Adjustable Rate Assets have remaining terms to maturity as of the Cut-off Date
                                           of at least 239 months but not more than 360 months and original terms to stated
                                           maturity of at least 240 months but not more than 360 months. As of the Cut-off
                                           Date, the Adjustable Rate Assets had a

</TABLE>
- --------------------------------------------------------------------------------
FIRST UNION CAPITAL MARKETS CORP.

This document does not constitute either an offer to sell or a solicitation of
an offer to buy any of the securities described herein. Offers to sell and
solicitations of offers to buy are made only by, and this document must be read
in conjunction with, the final offering circular supplement. 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 circular supplement. The
descriptions of the securities have been prepared on the basis of certain
assumptions regarding payments, interest rates and other factors described in
the prospectus supplement.


                                       6

<PAGE>

<TABLE>
<CAPTION>
<S>                                        <C>
                                           weighted average original term to stated maturity of 355 months, and a weighted
                                           average remaining term to stated maturity of approximately 352 months. The
                                           Adjustable Rate Assets have Loan-to-Value Ratio as of the Cut-off Date of at
                                           least 67.20% but not more than 100.00%. As of the Cut-off Date, the Adjustable
                                           Rate Assets had a weighted average Loan-to-Value Ratio of approximately 93.92%.
                                           All Adjustable Rate Assets adjust annually based on the monthly average yield on
                                           United States treasury securities adjusted to a constant maturity of one year.
                                           All Adjustable Rate Assets have annual caps of 2%. The weighted average lifetime
                                           cap of the Adjustable Rate Assets as of the Cut-off Date is approximately 13%.
                                           The Adjustable Rate Assets have gross margins as of the Cut-off Date of at least
                                           3.25% but not more than 4.50%. The weighted average gross margin of the
                                           Adjustable Rate Assets as of the Cut-off Date is approximately 4.35%. The final
                                           scheduled payment date on the Adjustable Rate Asset with the latest maturity
                                           occurs in June 2029.

                                           The Servicer will be required to cause to be maintained one or more standard hazard
                                           insurance policies with respect to each Manufactured Home and Mortgaged Property.




Certain Federal Income Tax
  Consequences............................ For federal income tax purposes, the Trust Estate will be treated as one or
                                           more real estate mortgage investment conduits (each, a"REMIC"). The Class A,
                                           Class M, Class B and Class X Certificates will constitute "regular interests" in
                                           a REMIC for federal income tax purposes. The Class R Certificates will be
                                           treated as the sole class of "residual interests" in each REMIC for federal
                                           income tax purposes.


Recent Developments........................Oakwood Homes, the parent corporation of both Oakwood Acceptance and Oakwood
                                           Mortgage, announced on June 18, 1999 that its board of directors will be
                                           exploring strategic alternatives to enhance shareholder value including a merger
                                           or sale of Oakwood Homes. The board of directors stated that Oakwood Homes'
                                           management was pursuing the possibility of a management led buyout. Discussion
                                           of these matters is preliminary, and there can be no assurance that a
                                           transaction will result. Oakwood Homes' board of directors will engage a
                                           financial advisor to advise it in its consideration of strategic alternatives.

                                           During November and December, 1998, Oakwood Homes and some of its officers and
                                           directors were named as defendants in lawsuits filed on behalf of purchasers of
                                           Oakwood Homes' common stock between April 11, 1997 and July 21, 1998. These
                                           suits were filed in the United States District Court for the Middle District of
                                           North Carolina and in the United States District Court for the Eastern District
                                           of Arkansas. They allege violations of the Exchange Act in the statements made
                                           by Oakwood Homes concerning its business and financial operations. Oakwood Homes
                                           intends to defend these suits vigorously. Oakwood Mortgage believes that these
                                           lawsuits will not adversely affect payments to be made on your certificates.


ERISA Considerations...................... Fiduciaries of employee benefit plans and certain other retirement plans and
                                           arrangements, including individual retirement accounts and annuities, Keogh
                                           plans, and collective investment funds in which such plans, accounts, annuities
                                           or arrangements are invested, that are subject to the Employee Retirement Income
                                           Security Act of 1974, as amended ("ERISA"), or corresponding provisions of the
                                           Code (any of the foregoing, a "Plan"), persons acting on behalf of a Plan, or
                                           persons using the assets of a Plan ("Plan Investors") should consult with their
                                           own counsel to determine whether the purchase or holding of the Offered
                                           Certificates could give rise to a transaction that is prohibited either under
                                           ERISA or the Code.

                                           BECAUSE THE OFFERED SUBORDINATED CERTIFICATES ARE SUBORDINATED SECURITIES, THEY
                                           WILL NOT SATISFY THE REQUIREMENTS OF CERTAIN PROHIBITED TRANSACTION EXEMPTIONS.
                                           AS A RESULT, THE PURCHASE OR HOLDING OF ANY OF THE OFFERED SUBORDINATED
                                           CERTIFICATES BY A PLAN INVESTOR MAY CONSTITUTE A NON-EXEMPT PROHIBITED
                                           TRANSACTION OR RESULT IN THE IMPOSITION OF EXCISE

</TABLE>
- --------------------------------------------------------------------------------
FIRST UNION CAPITAL MARKETS CORP.

This document does not constitute either an offer to sell or a solicitation of
an offer to buy any of the securities described herein. Offers to sell and
solicitations of offers to buy are made only by, and this document must be read
in conjunction with, the final offering circular supplement. 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 circular supplement. The
descriptions of the securities have been prepared on the basis of certain
assumptions regarding payments, interest rates and other factors described in
the prospectus supplement.


                                       7

<PAGE>

<TABLE>
<CAPTION>
<S>                                        <C>
                                           TAXES OR CIVIL PENALTIES. ACCORDINGLY, NONE OF THE OFFERED SUBORDINATED
                                           CERTIFICATES ARE OFFERED FOR SALE, AND ARE NOT TRANSFERABLE, TO A PLAN INVESTOR,
                                           UNLESS SUCH PLAN INVESTOR PROVIDES THE SELLER AND THE TRUSTEE WITH A BENEFIT
                                           PLAN OPINION, OR THE CIRCUMSTANCES DESCRIBED IN CLAUSE (II) BELOW ARE SATISFIED.
                                           UNLESS SUCH OPINION IS DELIVERED, EACH PERSON ACQUIRING AN OFFERED SUBORDINATED
                                           CERTIFICATE WILL BE DEEMED TO REPRESENT TO THE TRUSTEE, THE SELLER AND THE
                                           SERVICER THAT EITHER (I) SUCH PERSON IS NOT A PLAN INVESTOR SUBJECT TO ERISA OR
                                           SECTION 4975 OF THE CODE, OR (II) SUCH PERSON IS AN INSURANCE COMPANY THAT IS
                                           PURCHASING AN OFFERED SUBORDINATED CERTIFICATE WITH FUNDS FROM ITS "GENERAL
                                           ACCOUNT" AND THE PROVISIONS OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL
                                           APPLY TO EXEMPT THE PURCHASE, HOLDING AND RESALE OF SUCH CERTIFICATE, AND
                                           TRANSACTIONS IN CONNECTION WITH THE SERVICING, OPERATION AND MANAGEMENT OF THE
                                           TRUST FROM THE PROHIBITED TRANSACTION RULES OF ERISA AND THE CODE.





Legal Investment Considerations............The Class A and Class M-1 Certificates are expected to constitute "mortgage
                                           related securities" for purposes of the Secondary Mortgage Market Enhancement
                                           Act of 1984 ("SMMEA").

                                           THE CLASS M-2 AND CLASS B-1 CERTIFICATES ARE NOT "MORTGAGE RELATED SECURITIES"
                                           FOR PURPOSES OF SMMEA BECAUSE SUCH CERTIFICATES ARE NOT RATED IN ONE OF THE TWO
                                           HIGHEST RATING CATEGORIES BY A NATIONALLY RECOGNIZED RATING AGENCY.

</TABLE>
- --------------------------------------------------------------------------------
FIRST UNION CAPITAL MARKETS CORP.

This document does not constitute either an offer to sell or a solicitation of
an offer to buy any of the securities described herein. Offers to sell and
solicitations of offers to buy are made only by, and this document must be read
in conjunction with, the final offering circular supplement. 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 circular supplement. The
descriptions of the securities have been prepared on the basis of certain
assumptions regarding payments, interest rates and other factors described in
the prospectus supplement.


                                       8

<PAGE>



DELINQUENCY, LOAN LOSS AND REPOSSESSION EXPERIENCE

         The following tables set forth certain information, for the periods
indicated, concerning (1) the asset servicing portfolio, (2) the delinquency
experience and (3) the loan loss and repossession experience of the portfolio of
manufactured housing installment sales contracts and residential mortgage loans
serviced by Oakwood. Because delinquencies, losses and repossessions are
affected by a variety of economic, geographic and other factors, there can be no
assurance that the delinquency and loss experience of the Assets will be
comparable to that set forth below.

<TABLE>
<CAPTION>


                                             ASSET SERVICING PORTFOLIO
                                              (DOLLARS IN THOUSANDS)


                                                           AT SEPTEMBER 30,                                MARCH 31,
                                     -------------------------------------------------------------- ---------------------
                                         1994       1995        1996         1997          1998         1998         1999
                                     ---------  ----------  -----------  -----------   -----------  -----------  --------
<S>                                   <C>         <C>         <C>          <C>         <C>           <C>         <C>
Total Number of Serviced Assets
     Oakwood Originated..........        39,273     51,566      67,120       89,411     111,351       99,878      117,673
     Acquired Portfolios.........         5,773      4,872       4,177        3,602       2,818        3,221        2,471
Aggregate Outstanding Principal
Balance of Serviced Assets
     Oakwood Originated..........      $757,640 $1,130,378  $1,687,406   $2,499,794    $3,536,657    $2,937,886   $3,874,548
     Acquired Portfolios.........       $85,227    $70,853     $57,837      $47,027       $35,882       $40,919      $30,532
Average Outstanding Principal
Balance per Serviced Asset
     Oakwood Originated..........        $19.3      $21.9       $25.1        $28.0          $31.8        $29.4        $32.9
     Acquired Portfolios.........        $14.8      $14.5       $13.8        $13.1          $12.7        $12.7        $12.4
Weighted Average Interest Rate
of Serviced Assets
     Oakwood Originated..........        12.2%      12.0%       11.5%        11.0%         10.8%        11.0%        10.7%
     Acquired Portfolios.........        11.0%      11.3%       11.2%        11.1%         11.0%        11.1%        10.9%

</TABLE>

<TABLE>
<CAPTION>



                                            DELINQUENCY EXPERIENCE (1)
                                              (DOLLARS IN THOUSANDS)


                                                              AT SEPTEMBER 30,                       MARCH 31,
                                             --------------------------------------------------- --------------------
                                                 1994      1995       1996      1997       1998      1998        1999
                                             --------  --------   --------  --------   --------  --------    --------
<S>                                          <C>       <C>        <C>       <C>        <C>       <C>         <C>

Total Number of Serviced Assets
     Oakwood Originated..................       39,273    51,566     67,120    89,411  111,351      99,878     117,673
     Acquired Portfolios.................        5,773     4,872      4,177     3,602    2,818       3,221       2,471
Number of Delinquent Assets (2)..........
     Oakwood Originated:.................
      30-59 Days.........................          350       601        835     1,171    2,345       1,445       1,560
      60-89 Days.........................           97       185        308       476      906         499         630
      90 Days or More....................          198       267        492       716    1,222       1,004       1,474
     Total Number of Assets Delinquent             645     1,053      1,635     2,363    4,473       2,948       3,664
     Acquired Portfolios.................
      30-59 Days.........................          127        63         66        90       75          72          32
      60-89 Days.........................           49        17         23        23       31          31          14
      90 Days or More....................           98        76         62        75       57          61          60
     Total Number of Assets Delinquent             274       156        151       188      163         164         106
Total Delinquencies as a Percentage of
     Serviced Assets (3).................
     Oakwood Originated..................       1.6%      2.0%        2.4%      2.6%      4.0%       3.0%        3.1%
     Acquired Portfolios.................       4.7%      3.2%        3.6%      5.2%      5.8%       5.1%        4.3%

</TABLE>


(1) Assets that are already the subject of repossession or foreclosure
    procedures are not included in "delinquent assets" for purposes of this
    table.
(2) The period of delinquency is based on the number of days payments are
    contractually past due (assuming 30-day months). Consequently, a payment due
    on the first day of a month is not 30 days delinquent until the first day of
    the next month.
(3) By number of assets.



- --------------------------------------------------------------------------------
FIRST UNION CAPITAL MARKETS CORP.

This document does not constitute either an offer to sell or a solicitation of
an offer to buy any of the securities described herein. Offers to sell and
solicitations of offers to buy are made only by, and this document must be read
in conjunction with, the final offering circular supplement. 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 circular supplement. The
descriptions of the securities have been prepared on the basis of certain
assumptions regarding payments, interest rates and other factors described in
the prospectus supplement.


                                       9

<PAGE>
<TABLE>
<CAPTION>


                                          LOAN LOSS/REPOSSESSION EXPERIENCE
                                               (DOLLARS IN THOUSANDS)


                                                      AT OR FOR THE FISCAL YEAR                    AT OR FOR THE SIX MONTHS
                                                                ENDED                                      ENDED
                                                            SEPTEMBER 30,                                MARCH  31,
                                     ------------------------------------------------------------ -------------------------
                                         1994       1995        1996        1997         1998         1998          1999
                                     ---------  ----------  ----------  -----------  -----------  -----------   -----------
<S>                                  <C>          <C>        <C>        <C>          <C>          <C>           <C>
Total Number of Serviced
     Assets (1).................         45,046      56,438     71,297      93,013      114,169      103,099       120,144
Average Number of Serviced
     Assets During Period.......         37,788      50,742     63,868      82,155      103,591       98,056       117,157
Number of Serviced
     Assets Repossessed.........          1,241       1,718      2,746       3,885        5,411        2,429         3,810
Serviced Assets Repossessed as a
     Percentage of Total Serviced
     Assets (2).................         2.75%      3.04%       3.85%      4.18%       4.74%        4.71%(6)      6.34%(6)
Serviced Assets Repossessed as a
     Percentage of Average Number
     of Serviced Assets.........         3.28%      3.39%       4.30%      4.73%       5.22%        4.95%(6)      6.50%(6)
Average Outstanding Principal
     Balance of Assets (3)......
     Oakwood Originated.........      $701,875   $976,905   $1,409,467  $2,065,033   $2,978,235   $2,677,949    $3,663,991
     Acquired Portfolios........       $30,432    $30,235      $27,351     $22,943      $19,179     $20,088       $15,721
Net Losses from Asset
     Liquidation(4):
     Total Dollars (3)..........
       Oakwood Originated.......         $4,630      $7,303    $14,248     $26,872      $45,189      $19,767       $36,984
       Acquired Portfolios......           $203        $473       $592        $528         $220         $135          $105
     As a Percentage of Average
     Outstanding Principal Balance
     of Assets (3) (5)
       Oakwood Originated.......        0.66%      0.75%       1.01%       1.30%       1.52%        1.48%(6)      2.02%(6)
       Acquired Portfolios......        0.67%      1.56%       2.16%       2.30%       1.15%        1.34%(6)      1.34%(6)
</TABLE>


(1) As of period end.
(2) Total number of serviced assets repossessed during the applicable period
    expressed as a percentage of the total number of serviced assets at the end
    of the applicable period.
(3) Includes assets originated by Oakwood Acceptance Corporation and serviced by
    Oakwood Acceptance Corporation and others.
(4) Net losses represent all losses incurred on Oakwood Acceptance
    Corporation-serviced portfolios. Such amounts include estimates of net
    losses with respect to certain defaulted assets. Charges to the losses
    reserves in respect of a defaulted asset generally are made before the
    defaulted asset becomes a liquidated asset. The length of the accrual period
    for the amount of accrued and unpaid interest include in the calculation of
    the net loss varies depending upon the period in which the loss was charged
    and whether the asset was owned by an entity other than Oakwood Acceptance
    Corporation.
(5) Total net losses incurred on assets liquidated during the applicable period
    expressed as a percentage of the average outstanding principal balance of
    all assets at the end of the applicable period.
(6) Annualized.


         The data presented in the foregoing tables are for illustrative
purposes only and there is no assurance that the delinquency, loan loss or
repossession experience of the Assets will be similar to that set forth above.
The delinquency, loan loss and repossession experience of manufactured housing
contracts historically has been sharply affected by a downturn in regional or
local economic conditions. These regional or local economic conditions are often
volatile, and no predictions can be made regarding future economic conditions in
any particular area. These downturns have tended to increase the severity of
loss on repossession because of the increased supply of used manufactured homes,
which in turn may affect the supply in other regions.

- --------------------------------------------------------------------------------
FIRST UNION CAPITAL MARKETS CORP.

This document does not constitute either an offer to sell or a solicitation of
an offer to buy any of the securities described herein. Offers to sell and
solicitations of offers to buy are made only by, and this document must be read
in conjunction with, the final offering circular supplement. 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 circular supplement. The
descriptions of the securities have been prepared on the basis of certain
assumptions regarding payments, interest rates and other factors described in
the prospectus supplement.

                                       10

<PAGE>


         Whenever reference is made herein to a percentage of the Assets (or to
a percentage of the Scheduled Principal Balance of the Assets), the percentage
is calculated based on the Scheduled Principal Balances ("SPB") of the Assets as
of the Cut-off Date. In addition, numbers in any columns in the tables below may
not sum exactly to the total number at the bottom of the column due to rounding.

FIXED RATE ASSETS:

<TABLE>
<CAPTION>

                                GEOGRAPHICAL DISTRIBUTION OF MANUFACTURED HOMES(1)

                                  NUMBER OF                                PERCENTAGE OF
                                 FIXED RATE     AGGREGATE SCHEDULED    FIXED RATE ASSET POOL
GEOGRAPHIC LOCATION                ASSETS        PRINCIPAL BALANCE             BY SPB
- -------------------              ----------    --------------------    ---------------------
<S>                              <C>            <C>                    <C>
Alabama....................           263       $   10,319,228                 3.29%
Arizona....................           263           15,421,265                 4.92
Arkansas...................           148            5,930,396                 1.89
California.................            38            2,360,285                 0.75
Colorado...................            81            4,070,989                 1.30
Connecticut................             1               30,118                 0.01
Delaware...................            52            2,012,030                 0.64
Florida....................           180            7,631,975                 2.43
Georgia....................           361           14,643,691                 4.67
Idaho......................            91            5,197,072                 1.66
Illinois...................            10              349,139                 0.11
Indiana....................             9              263,136                 0.08
Iowa.......................             2               55,588                 0.02
Kansas.....................            72            3,117,201                 0.99
Kentucky...................           178            6,631,937                 2.11
Louisiana..................           274           10,912,854                 3.48
Maryland...................            22              876,928                 0.28
Massachusetts..............             1               36,480                 0.01
Michigan...................            63            3,305,969                 1.05
Minnesota..................             2               96,022                 0.03
Mississippi................           281           10,584,016                 3.37
Missouri...................           122            4,663,568                 1.49
Montana....................             2              169,714                 0.05
Nevada.....................            35            1,877,269                 0.60
New Jersey.................             5              261,041                 0.08
New Mexico.................           208            8,729,619                 2.78
New York...................             3              118,264                 0.04
North Carolina.............         1,523           60,150,066                19.17
Ohio.......................            85            3,232,359                 1.03
Oklahoma...................           121            4,987,707                 1.59
Oregon.....................            73            5,909,362                 1.88
Pennsylvania...............             5              164,089                 0.05
South Carolina.............           596           22,655,059                 7.22
South Dakota...............             1               49,556                 0.02
Tennessee..................           377           14,438,841                 4.60
Texas......................         1,187           49,771,100                15.87
Utah.......................            26            1,419,844                 0.45
Virginia...................           387           14,863,000                 4.74
Washington.................           129           11,570,173                 3.69
Washington DC..............             1               42,991                 0.01
West Virginia..............           129            4,366,667                 1.39
Wisconsin..................             2              121,889                 0.04

Wyoming....................             8              299,876                 0.10
                                 --------              -------               --------

   Total...................         7,417         $313,708,370               100.00%
                                    =====         ============               ======
</TABLE>

(1) Based on the mailing address of the Obligor on the related Fixed Rate Asset
as of the Cut-off Date.

- --------------------------------------------------------------------------------
FIRST UNION CAPITAL MARKETS CORP.

This document does not constitute either an offer to sell or a solicitation of
an offer to buy any of the securities described herein. Offers to sell and
solicitations of offers to buy are made only by, and this document must be read
in conjunction with, the final offering circular supplement. 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 circular supplement. The
descriptions of the securities have been prepared on the basis of certain
assumptions regarding payments, interest rates and other factors described in
the prospectus supplement.

                                       11

<PAGE>

<TABLE>
<CAPTION>


                                    YEAR OF ORIGINATION OF FIXED RATE ASSETS (1)

                                 NUMBER OF         AGGREGATE              PERCENTAGE OF
                                FIXED RATE         SCHEDULED          FIXED RATE ASSET POOL
YEAR OF ORIGINATION               ASSETS        PRINCIPAL BALANCE             BY SPB
- -------------------             ----------      -----------------     ---------------------
<S>                             <C>             <C>                   <C>
    1990.....................          1          $   31,413                  0.01%
    1991.....................          1              12,475                  0.00
    1993.....................          1              15,428                  0.00
    1995.....................          2              34,730                  0.01
    1996.....................          1              17,258                  0.01
    1997.....................          6             332,863                  0.11
    1998.....................        103           5,746,750                  1.83
    1999.....................      7,302         307,517,454                 98.03
                                   -----       -------------               -------

         Total...............      7,417        $313,708,370                100.00%
                                   =====        ============                ======
</TABLE>
- ------------------
(1) The weighted average seasoning of the Fixed Rate Assets was approximately 2
months as of the Cut-off Date.

<TABLE>
<CAPTION>

                                DISTRIBUTION OF ORIGINAL FIXED RATE ASSET AMOUNTS(1)

                                   NUMBER OF         AGGREGATE              PERCENTAGE OF
ORIGINAL FIXED RATE ASSET         FIXED RATE         SCHEDULED          FIXED RATE ASSET POOL
AMOUNT                              ASSETS        PRINCIPAL BALANCE             BY SPB
- ------                            ----------      -----------------     ---------------------
<S>                               <C>             <C>                   <C>
$   4,999 or less..............         16     $         61,340                 0.02%
$   5,000 - $    9,999.........         96             716,418                  0.23
$  10,000 - $  14,999..........        149           1,847,789                  0.59
$  15,000 - $  19,999..........        314           5,499,883                  1.75
$  20,000 - $  24,999..........        643          14,545,486                  4.64
$  25,000 - $  29,999..........        968          26,721,292                  8.52
$  30,000 - $  34,999..........      1,163          37,496,918                 11.95
$  35,000 - $  39,999..........        801          29,810,550                  9.50
$  40,000 - $  44,999..........        546          23,177,172                  7.39
$  45,000 - $  49,999..........        592          28,158,828                  8.98
$  50,000 - $  54,999..........        520          27,212,488                  8.67
$  55,000 - $  59,999..........        483          27,742,608                  8.84
$  60,000 - $  64,999..........        317          19,698,340                  6.28
$  65,000 - $  69,999..........        178          12,017,274                  3.83
$  70,000 - $  74,999..........        146          10,527,415                  3.36
$  75,000 - $  79,999..........        106           8,204,211                  2.62
$  80,000 - $  84,999..........         68           5,573,816                  1.78
$  85,000 - $  89,999..........         43           3,746,470                  1.19
$  90,000 - $  94,999..........         48           4,425,557                  1.41
$  95,000 - $  99,999..........         37           3,599,963                  1.15
$100,000 or more...............        183          22,924,554                  7.31
                                    ------      --------------              --------

     Total.....................      7,417        $313,708,370                100.00%
                                     =====        ============                ======
</TABLE>

  (1) The highest original Fixed Rate Asset amount was $205,736, which
  represents approximately 0.07% of the aggregate principal balance of the Fixed
  Rate Assets at origination. The average original principal amount of the Fixed
  Rate Assets was approximately $42,296 as of the Cut-off Date.

- --------------------------------------------------------------------------------
FIRST UNION CAPITAL MARKETS CORP.

This document does not constitute either an offer to sell or a solicitation of
an offer to buy any of the securities described herein. Offers to sell and
solicitations of offers to buy are made only by, and this document must be read
in conjunction with, the final offering circular supplement. 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 circular supplement. The
descriptions of the securities have been prepared on the basis of certain
assumptions regarding payments, interest rates and other factors described in
the prospectus supplement.

                                       12
<PAGE>
<TABLE>
<CAPTION>



                                            FIXED RATE ASSET RATES (1)

                                 NUMBER OF                                  PERCENTAGE OF
                                FIXED RATE      AGGREGATE SCHEDULED     FIXED RATE ASSET POOL
ASSET RATE                         ASSETS        PRINCIPAL BALANCE              BY SPB
- ----------                      ----------      -------------------     ----------------------
<S>                             <C>              <C>                     <C>
6.000% - 6.999%............           40          $  2,360,370                  0.75%
7.000% - 7.999%............          791            53,533,140                 17.06
8.000% - 8.999%...........           973            54,413,406                 17.35
9.000% -   9.999%..........          917            48,890,061                 15.58
10.000% - 10.999%..........          719            31,331,874                  9.99
11.000% - 11.999%..........        1,450            43,680,242                 13.92
12.000% - 12.999%..........        2,281            71,634,771                 22.83
13.000% - 13.999%..........          243             7,805,773                  2.49
14.000% - 14.999%..........            3                58,733                  0.02
                                   -----         -------------                ------

     Total.................        7,417          $313,708,370                100.00%
                                   =====          ============                ======

(1) The weighted average Fixed Rate Asset Rate was approximately 10.26% as of
    the Cut-off Date. This table reflects the Fixed Rate Asset Rates of the
    Step-up Rate Loans as of the Cut-off Date and does not reflect any
    subsequent increases in the Rates of the Step-up Rate Loans.

</TABLE>
<TABLE>
<CAPTION>


                         REMAINING TERMS TO MATURITY OF FIXED RATE ASSETS (IN MONTHS) (1)

                                 NUMBER OF                                  PERCENTAGE OF
REMAINING TERM                  FIXED RATE      AGGREGATE SCHEDULED     FIXED RATE ASSET POOL
TO MATURITY                        ASSETS        PRINCIPAL BALANCE              BY SPB
- -----------                     ----------     --------------------     ---------------------
<S>                             <C>              <C>                    <C>
   1 -   60 months.........          125       $     1,015,625                  0.32%
  61 -   96 months.........          124             1,759,669                  0.56
  97 - 120 months..........          233             4,505,741                  1.44
121 - 156 months...........          328             7,245,738                  2.31
157 - 180 months...........          750            21,698,775                  6.92
181 - 216 months...........          148             4,469,607                  1.42
217 - 240 months...........        2,178            72,906,268                 23.24
241 - 300 months...........        1,337            58,721,144                 18.72
301 - 360 months...........        2,194           141,385,803                 45.07
                                   -----         -------------               -------

  Total....................        7,417          $313,708,370                100.00%
                                   =====          ============                ======
</TABLE>

(1) The weighted  average  remaining term to maturity of the Fixed Rate Assets
    was  approximately  293 months as of the Cut-off Date.

<TABLE>
<CAPTION>

                          ORIGINAL TERMS TO MATURITY OF FIXED RATE ASSETS (IN MONTHS) (1)

                                 NUMBER OF                                  PERCENTAGE OF
ORIGINAL TERM                   FIXED RATE      AGGREGATE SCHEDULED     FIXED RATE ASSET POOL
TO MATURITY                        ASSETS        PRINCIPAL BALANCE              BY SPB
- -------------                   ----------     --------------------    -----------------------
<S>                             <C>             <C>                     <C>
   1 -   60 months.........          124       $     1,001,755                  0.32%
  61 -   96 months.........          123             1,743,806                  0.56
  97 - 120 months..........          230             4,453,358                  1.42
121 - 156 months...........          329             7,265,221                  2.32
157 - 180 months...........          754            21,761,407                  6.94
181 - 216 months...........          146             4,401,687                  1.40
217 - 240 months...........        2,179            72,939,185                 23.25
241 - 300 months...........        1,338            58,756,147                 18.73
301 - 360 months...........        2,194           141,385,803                 45.07
                                   -----         -------------               -------

  Total....................        7,417          $313,708,370                100.00%
                                   =====          ============                ======
</TABLE>

(1) The weighted  average  original  term to maturity of the Fixed Rate Assets
    was  approximately  295 months as of the Cut-off Date.


- --------------------------------------------------------------------------------
FIRST UNION CAPITAL MARKETS CORP.

This document does not constitute either an offer to sell or a solicitation of
an offer to buy any of the securities described herein. Offers to sell and
solicitations of offers to buy are made only by, and this document must be read
in conjunction with, the final offering circular supplement. 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 circular supplement. The
descriptions of the securities have been prepared on the basis of certain
assumptions regarding payments, interest rates and other factors described in
the prospectus supplement.

                                       13

<PAGE>
<TABLE>
<CAPTION>


                        DISTRIBUTION OF ORIGINAL LOAN-TO-VALUE RATIOS OF FIXED RATE ASSETS(1)

                                    NUMBER OF                              PERCENTAGE OF
                                   FIXED RATE    AGGREGATE SCHEDULED   FIXED RATE ASSET POOL
LOAN-TO VALUE RATIO(2)                ASSETS      PRINCIPAL BALANCE            BY SPB
- ----------------------             ----------    -------------------   ---------------------
<S>                                <C>           <C>                   <C>
50%  or  less................            66        $   1,827,209                0.58%
51% - 55%....................            20              641,586                0.20
56% - 60%....................            27              863,730                0.28
61% - 65%....................            45            1,646,507                0.52
66% - 70%....................            92            3,645,058                1.16
71% - 75%....................           148            5,697,060                1.82
76% - 80%....................           281           10,695,896                3.41
81% - 85%....................           679           24,376,428                7.77
86% - 90%....................         1,493           56,841,825               18.12
91% - 95%....................         2,478          105,800,001               33.73
96% - 100%...................         2,088          101,673,072               32.41
                                      -----         ------------            --------

     Total...................         7,417         $313,708,370              100.00%
                                      =====         ============              ======
</TABLE>

(1) The weighted average original Loan-to-Value Ratio of the Fixed Rate Assets
    was approximately 91.62% as of the Cut-off Date.
(2) Rounded to nearest 1%.

         "Loan-to-Value Ratio" means, (a) with respect to each Contract, (i) as
to each Contract with respect to which a lien on land is required for
underwriting purposes, the ratio, expressed as a percentage, of the principal
amount of such Contract to the sum of the purchase price of the home (including
taxes, insurance and any land improvements), the tax value or appraised value of
the land and the amount of any prepaid finance charges or closing costs that are
financed; and (ii) as to each other Contract, the ratio, expressed as a
percentage, of the principal amount of such Contract to the purchase price of
the home (including taxes, insurance and any land improvements) and the amount
of any prepaid finance charges or closing costs that are financed; and (b) with
respect to each Mortgage Loan, the ratio, expressed as a percentage, of the
principal amount of such Mortgage Loan at the time of determination, to either
(i) the sum of the appraised value of the land and improvements, and the amount
of any prepaid finance charges or closing costs that are financed or (ii) the
sum of the purchase price of the home (including taxes, insurance and any land
improvements), the appraised value of the land and the amount of any prepaid
finance charges or closing costs that are financed:

<TABLE>
<CAPTION>


ADJUSTABLE RATE ASSETS:
- -----------------------
                                GEOGRAPHICAL DISTRIBUTION OF MANUFACTURED HOMES(1)

                                   NUMBER OF                                PERCENTAGE OF
                                  ADJUSTABLE          AGGREGATE            ADJUSTABLE RATE
                                     RATE             SCHEDULED               ASSET POOL
GEOGRAPHIC LOCATION                 ASSETS        PRINCIPAL BALANCE             BY SPB
- -------------------              -----------      -----------------       ----------------
<S>                              <C>              <C>                     <C>
Arizona....................             1           $     88,402               1.38%
Colorado...................             7                783,486              12.27
Georgia....................             1                 87,907               1.38
Idaho......................             2                230,971               3.62
Indiana....................             1                 92,449               1.45
Kansas.....................             2                193,187               3.03
Kentucky...................            13              1,039,490              16.28
New Mexico.................             2                182,618               2.86
North Carolina.............            12              1,060,710              16.61
Ohio.......................             2                156,485               2.45
Oklahoma...................             2                216,124               3.38
Oregon.....................             6                579,364               9.07
Tennessee..................             7                575,819               9.02
Texas......................             1                118,230               1.85
Utah.......................             1                 88,422               1.38
Virginia...................             3                244,970               3.84
Washington.................             5                646,911              10.13
                                      ---          -------------           --------

   Total...................            68             $6,385,546             100.00%
                                       ==             ==========             ======
</TABLE>

(1) Based on the mailing address of the Obligor on the related Adjustable Rate
    Asset as of the Cut-off Date.

- --------------------------------------------------------------------------------
FIRST UNION CAPITAL MARKETS CORP.

This document does not constitute either an offer to sell or a solicitation of
an offer to buy any of the securities described herein. Offers to sell and
solicitations of offers to buy are made only by, and this document must be read
in conjunction with, the final offering circular supplement. 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 circular supplement. The
descriptions of the securities have been prepared on the basis of certain
assumptions regarding payments, interest rates and other factors described in
the prospectus supplement.

                                       14

<PAGE>
<TABLE>
<CAPTION>


                                  YEAR OF ORIGINATION OF ADJUSTABLE RATE ASSETS (1)

                                  NUMBER OF                                PERCENTAGE OF
                                 ADJUSTABLE                               ADJUSTABLE RATE
                                    RATE       AGGREGATE SCHEDULED           ASSET POOL
YEAR OF ORIGINATION                ASSETS       PRINCIPAL BALANCE              BY SPB
- -------------------              -----------  --------------------        ---------------
<S>                              <C>           <C>                        <C>

    1998.....................         18           $ 1,775,133               27.80%
    1999.....................         50             4,610,413               72.20
                                      --             ---------             -------

         Total...............         68            $6,385,546              100.00%
                                      ==            ==========              ======
         .........
</TABLE>
- ------------------
(1) The weighted average seasoning of the Adjustable Rate Assets was
    approximately 3 months as of the Cut-off Date.

<TABLE>
<CAPTION>

                               DISTRIBUTION OF ADJUSTABLE RATE ASSETS GROSS MARGINS(1)

                                  NUMBER OF                                PERCENTAGE OF
                                 ADJUSTABLE                               ADJUSTABLE RATE
                                    RATE       AGGREGATE SCHEDULED           ASSET POOL
GROSS MARGINS                      ASSETS       PRINCIPAL BALANCE              BY SPB
- -------------                   -----------    -------------------        ---------------
<S>                             <C>            <C>                        <C>

3.250% - 3.500%............           10           $   913,361               14.30%
4.250% - 4.500%...........            58             5,472,185               85.70
                                      --           -----------             -------

         Total...............         68            $6,385,546              100.00%
                                      ==            ==========              ======
</TABLE>
- ------------------
(1) The weighted average gross margin of the Adjustable Rate Assets was
    approximately 4.35% as of the Cut-off Date.

<TABLE>
<CAPTION>


                               DISTRIBUTION OF ORIGINAL ADJUSTABLE RATE ASSET AMOUNTS(1)

                                                                                 PERCENTAGE OF
                                     NUMBER OF                                  ADJUSTABLE RATE
ORIGINAL ADJUSTABLE RATE ASSET    ADJUSTABLE RATE   AGGREGATE SCHEDULED           ASSET POOL
AMOUNT                                ASSETS         PRINCIPAL BALANCE               BY SPB
- ------                            ---------------   -------------------         ---------------
<S>                               <C>               <C>                         <C>
$  55,000 - $  59,999..........          1             $    55,244                  0.87%
$  60,000 - $  64,999..........          1                  64,816                  1.02
$  65,000 - $  69,999..........          2                 138,741                  2.17
$  70,000 - $  74,999..........          9                 645,307                 10.11
$  75,000 - $  79,999..........          5                 391,631                  6.13
$  80,000 - $  84,999..........          8                 651,800                 10.21
$  85,000 - $  89,999..........          8                 700,414                 10.97
$  90,000 - $  94,999..........          4                372,566                   5.83
$  95,000 - $  99,999..........          5                 485,009                  7.60
$100,000 or more...............         25               2,880,019                 45.10
                                      ----            ------------              --------

     Total.....................         68              $6,385,546                100.00%
                                      ====              ==========                ======
</TABLE>

(1) The highest original Adjustable Rate Asset amount was $165,401, which
    represents approximately 2.59% of the aggregate principal balance of the
    Adjustable Assets at origination. The average original principal amount of
    the Adjustable Rate Assets was approximately $93,905 as of the Cut-off Date.

- --------------------------------------------------------------------------------
FIRST UNION CAPITAL MARKETS CORP.

This document does not constitute either an offer to sell or a solicitation of
an offer to buy any of the securities described herein. Offers to sell and
solicitations of offers to buy are made only by, and this document must be read
in conjunction with, the final offering circular supplement. 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 circular supplement. The
descriptions of the securities have been prepared on the basis of certain
assumptions regarding payments, interest rates and other factors described in
the prospectus supplement.


                                       15

<PAGE>

<TABLE>
<CAPTION>



                                      ADJUSTABLE RATE CURRENT ASSET RATES (1)

                                                                                PERCENTAGE OF
                                    NUMBER OF                                  ADJUSTABLE RATE
CURRENT                          ADJUSTABLE RATE    AGGREGATE SCHEDULED           ASSET POOL
ASSET RATE                           ASSETS          PRINCIPAL BALANCE              BY SPB
- ----------                       ----------------   -------------------        ----------------
<S>                              <C>                 <C>                       <C>

6.000% - 6.999%............           11             $    1,099,319               17.22%
7.000% - 7.999%...........            43                  3,843,004               60.18
8.000% - 8.999%...........            14                  1,443,223               22.60
                                      --            ---------------            --------

     Total.................           68             $    6,385,546              100.00%
                                      ==             ==============              ======
</TABLE>

(1) The weighted average Adjustable Rate Asset Rate was approximately 7.38% as
    of the Cut-off Date. This table reflects the Asset Rates of the Adjustable
    Rate Loans as of the Cut-off Date and does not reflect any subsequent
    increases in the Asset Rates of the Adjustable Rate Loans.

<TABLE>
<CAPTION>


                       REMAINING TERMS TO MATURITY OF ADJUSTABLE RATE ASSETS (IN MONTHS) (1)

                                                                                PERCENTAGE OF
                                    NUMBER OF                                  ADJUSTABLE RATE
REMAINING TERM                   ADJUSTABLE RATE    AGGREGATE SCHEDULED           ASSET POOL
TO MATURITY                          ASSETS          PRINCIPAL BALANCE              BY SPB
- -----------                      ---------------    -------------------        ---------------
<S>                              <C>                <C>                        <C>
217 - 240 months...........            2                $   143,014                2.24%
241 - 300 months...........            3                    252,836                3.96
301 - 360 months...........           63                  5,989,696               93.80
                                      --                  ---------               -----

  Total....................           68                 $6,385,546              100.00%
                                      ==                 ==========              ======
</TABLE>
(1) The weighted average  remaining term to maturity of the Adjustable  Assets
    was  approximately  352 months as of the Cut-off Date.



<TABLE>
<CAPTION>

                       ORIGINAL TERMS TO MATURITY OF ADJUSTABLE RATE ASSETS (IN MONTHS) (1)

                                                                                PERCENTAGE OF
                                    NUMBER OF                                  ADJUSTABLE RATE
ORIGINAL TERM                    ADJUSTABLE RATE    AGGREGATE SCHEDULED           ASSET POOL
TO MATURITY                          ASSETS          PRINCIPAL BALANCE              BY SPB
- -----------                      ---------------    -------------------        ---------------
<S>                              <C>                <C>                         <C>

240 months.................            2                $   143,014                2.24%
300 months.................            3                    252,836                3.96
360 months.................           63                  5,989,696               93.80
                                      --                  ---------               -----

  Total....................           68                 $6,385,546              100.00%
                                      ==                 ==========              ======

</TABLE>

(1) The weighted average original term to maturity of each Adjustable Asset was
    355 months as of the Cut-off Date.

- --------------------------------------------------------------------------------
FIRST UNION CAPITAL MARKETS CORP.

This document does not constitute either an offer to sell or a solicitation of
an offer to buy any of the securities described herein. Offers to sell and
solicitations of offers to buy are made only by, and this document must be read
in conjunction with, the final offering circular supplement. 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 circular supplement. The
descriptions of the securities have been prepared on the basis of certain
assumptions regarding payments, interest rates and other factors described in
the prospectus supplement.

                                       16

<PAGE>

<TABLE>
<CAPTION>



                    DISTRIBUTION OF ORIGINAL LOAN-TO-VALUE RATIOS OF ADJUSTABLE RATE ASSETS(1)

                                     NUMBER OF                                  PERCENTAGE OF
                                     ADJUSTABLE                                ADJUSTABLE RATE
                                        RATE       AGGREGATE SCHEDULED            ASSET POOL
LOAN-TO VALUE RATIO(2)                 ASSETS       PRINCIPAL BALANCE               BY SPB
- ----------------------               ----------    -------------------         ---------------
<S>                                  <C>           <C>                         <C>

66% - 70%....................             2             $  192,402                 3.01%
71% - 75%....................             2                185,074                 2.90
76% - 80%....................             4                315,168                 4.94
81% - 85%....................             4                380,379                 5.96
86% - 90%....................             3                295,818                 4.63
91% - 95%....................            11                971,808                15.22
96% - 100%...................            42              4,044,897                63.34
                                        ---             ----------             --------

     Total...................            68             $6,385,546               100.00%
                                         ==             ==========               ======
</TABLE>

(1) The weighted average original Loan-to-Value Ratio of the Adjustable Assets
    was approximately 93.92% as of the Cut-off Date.
(2) Rounded to nearest 1%.

         "Loan-to-Value Ratio" means, (a) with respect to each Contract, (i) as
to each Contract with respect to which a lien on land is required for
underwriting purposes, the ratio, expressed as a percentage, of the principal
amount of such Contract to the sum of the purchase price of the home (including
taxes, insurance and any land improvements), the tax value or appraised value of
the land and the amount of any prepaid finance charges or closing costs that are
financed; and (ii) as to each other Contract, the ratio, expressed as a
percentage, of the principal amount of such Contract to the purchase price of
the home (including taxes, insurance and any land improvements) and the amount
of any prepaid finance charges or closing costs that are financed; and (b) with
respect to each Mortgage Loan, the ratio, expressed as a percentage, of the
principal amount of such Mortgage Loan at the time of determination, to either
(i) the sum of the appraised value of the land and improvements, and the amount
of any prepaid finance charges or closing costs that are financed or (ii) the
sum of the purchase price of the home (including taxes, insurance and any land
improvements), the appraised value of the land and the amount of any prepaid
finance charges or closing costs that are financed:

<TABLE>
<CAPTION>


                     DISTRIBUTION OF NEXT CONTRACT RATE CHANGE DATE OF ADJUSTABLE RATE ASSETS

                                                                                PERCENTAGE OF
                                    NUMBER OF                                  ADJUSTABLE RATE
NEXT CONTRACT RATE               ADJUSTABLE RATE    AGGREGATE SCHEDULED           ASSET POOL
CHANGE DATE                           ASSETS         PRINCIPAL BALANCE              BY SPB
- -----------                      ----------------   -------------------        ---------------
<S>                              <C>                <C>                        <C>
August 1, 1999.............             1              $     99,552                1.56%
December 1, 1999...........             1                    77,512                1.21
January 1, 2000............             8                   751,860               11.77
February 1, 2000...........            10                 1,071,724               16.78
March 1, 2000..............             8                   794,108               12.44
April 1, 2000..............            21                 1,938,072               30.35
May 1, 2000................            13                 1,161,104               18.18
June 1, 2000...............             6                   491,614                7.70
                                      ---              ------------            --------

  Total....................            68                $6,385,546              100.00%
                                       ==                ==========              ======
</TABLE>

- --------------------------------------------------------------------------------
FIRST UNION CAPITAL MARKETS CORP.

This document does not constitute either an offer to sell or a solicitation of
an offer to buy any of the securities described herein. Offers to sell and
solicitations of offers to buy are made only by, and this document must be read
in conjunction with, the final offering circular supplement. 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 circular supplement. The
descriptions of the securities have been prepared on the basis of certain
assumptions regarding payments, interest rates and other factors described in
the prospectus supplement.


                                       17


<PAGE>

<TABLE>
<CAPTION>


                                           MHP PREPAYMENT SENSITIVITIES


                                     0% MHP                100% MHP              150% MHP
                                     ------                --------              --------

                                 WAL      Maturity      WAL      Maturity     WAL      Maturity
        TO CALL
        <S>                      <C>      <C>           <C>      <C>          <C>       <C>
        Classs A-1                  6.23      06/09        1.86      02/03       1.38      02/02
        Class A-2                   9.96      06/09        8.04      06/09       7.03      06/09
        Class M-1                   9.96      06/09        9.65      06/09       8.91      06/09
        Class M-2                   9.96      06/09        9.65      06/09       8.91      06/09
        Class B-1                   9.96      06/09        9.24      06/09       7.54      06/09

        TO MATURITY
        Class A-1                   6.28      04/10        1.86      02/03       1.38      02/02
        Class A-2                  18.76      08/27       10.97      02/24       8.81      03/22
        Class M-1                  21.90      08/27       14.36      02/24      11.79      03/22
        Class M-2                  21.90      08/27       14.36      02/24      11.79      03/22
        Class B-1                  21.90      08/27       12.21      02/24       7.64      03/22



                                    200% MHP               250% MHP              300% MHP
                                    --------               --------              --------

                                 WAL      Maturity      WAL      Maturity     WAL      Maturity
        TO CALL
        Class A-1                   1.10      08/01        0.92      04/01       0.79      01/01
        Class A-2                   6.13      06/09        5.19      06/09       4.39      06/09
        Class M-1                   8.17      06/09        7.83      06/09       7.49      06/09
        Class M-2                   8.17      06/09        7.83      06/09       7.49      06/09
        Class B-1                   6.21      09/07        5.90      01/07       5.67      07/06

        TO MATURITY
        Class A-1                   1.10      08/01        0.92      04/01       0.79      01/01
        Class A-2                   7.12      04/20        5.69      11/18       4.60      02/18
        Class M-1                   9.86      04/20        8.93      11/18       8.12      02/18
        Class M-2                   9.86      04/20        8.93      11/18       8.12      02/18
        Class B-1                   6.21      09/07        5.90      01/07       5.67      07/06

</TABLE>



- --------------------------------------------------------------------------------
FIRST UNION CAPITAL MARKETS CORP.

This document does not constitute either an offer to sell or a solicitation of
an offer to buy any of the securities described herein. Offers to sell and
solicitations of offers to buy are made only by, and this document must be read
in conjunction with, the final offering circular supplement. 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 circular supplement. The
descriptions of the securities have been prepared on the basis of certain
assumptions regarding payments, interest rates and other factors described in
the prospectus supplement.


                                       18





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