MONEY STORE COMMERCIAL MORTGAGE INC
8-K, 1997-12-11
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) December 3, 1997

                  The Money Store Commercial Mortgage Inc. (as
                  Seller under a Pooling and Servicing
                  Agreement dated as of November 30, 1997 providing 
                  for the issuance of The Money Store Business Loan 
                  Backed Certificates, Series 1997-2, Class A and Class B)

             The Money Store Commercial Mortgage Inc. (Exact name of
                     registrant as specified in its charter)

   New Jersey                     333-32775                  22-2378261
(State or other               (Commission File             (IRS Employer ID
jurisdiction of                   Number)                      Number)
incorporation)


2840 Morris Avenue, Union, New Jersey                   07083
(Address of principal executive offices)             (Zip Code)


Registrants' Telephone Number, including area code:   (908) 686-2000


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

<PAGE>

 Item 5.   OTHER EVENTS

     This Current Report on Form 8-K is being filed to file a copy of the
Computational Materials and ABS Term Sheets (as defined below) of Prudential
Securities Incorporated (the "Underwriter") in connection with the issuance by
The Money Store Inc., as representative of The Money Store Commercial Mortgage
Inc. of $50,000,000 principal amount of The Money Store Business Loan Backed
Certificates, Series 1997-2. The terms "Computational Materials" and "ABS Term
Sheets" shall have the meanings given in the No-Action Letter of May 20, 1994
issued by the Securities and Exchange Commission to Kidder, Peabody Acceptance
Corporation I, Kidder, Peabody & Co. Incorporated and Kidder Structured Asset
Corporation, as supplemented in the No- Action Letters of May 27, 1994 and
February 17, 1995 issued by the SEC to the Public Securities Association.

Item 7.    FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

           (c)  EXHIBITS

                EXHIBIT NO. 99.1  Computational Materials and ABS Term Sheets 
of Prudential Securities Incorporated.
<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.


                                    THE MONEY STORE COMMERCIAL MORTGAGE INC.

                                            By: /S/ MICHAEL BENOFF
                                            Name:   MICHAEL BENOFF
                                            Title:  Senior Vice President

Dated: December 3, 1997

<PAGE>
                                  EXHIBIT INDEX

EXHIBIT

99.1   Computational Materials and ABS Term Sheets of Prudential Securities 
Incorporated



                                                   EXHIBIT 99.1

                                    **PRELIMINARY INFORMATION**


        The Money Store Business Loan Backed Certificates, Series 1997-2

                       [$45,500,000] Class A Certificates
                        [$4,500,000] Class B Certificates


     The analysis in this report is accurate to the best of PSI's knowledge and
is based on information provided by the Seller. PSI makes no representations as
to the accuracy of such information provided to it by the Seller. All
assumptions and information in this report reflect PSI's judgment as of this
date and are subject to change. All analyses are based on certain assumptions
noted herein and different assumptions could yield substantially different
results. You are cautioned that there is no universally accepted method for
analyzing financial instruments. You should review the assumptions; there may be
differences between these assumptions and your actual business practices.
Further, PSI does not guarantee any results and there is no guarantee as to the
liquidity of the instruments involved in this analysis. The decision to adopt
any strategy remains your responsibility. PSI (or any of its affiliates) or
their officers, directors, analysts or employees may have positions in
securities, commodities or derivative instruments thereon referred to here, and
may, as principal or agent, buy or sell such securities, commodities or
derivative instruments. In addition, PSI may make a market in the securities
referred to herein. Neither the information nor the assumptions reflected herein
shall be construed to be, or constitute, an offer to sell or buy or a
solicitation of an offer to sell or buy any securities, commodities or
derivative instruments mentioned herein. No sale of any securities, commodities
or derivative instruments should be consumated without the purchaser first
having received a prospectus and, if required, prospectus supplement. Finally,
PSI has not addressed the legal, accounting and tax implications of the analysis
with respect to you, and PSI strongly urges you to seek advice from your
counsel, accountant and tax advisor.

<PAGE>

        THE MONEY STORE BUSINESS LOAN BACKED CERTIFICATES, SERIES 1997-2


Title of Certificates:           The Money Store Business Loan Backed
                                 Certificates, Series 1997-2.

Description of Transaction:      The securities will be issued in two classes:
                                 Class A and Class B. The Class A Certificates
                                 are expected to be rated Aaa/AAA and the Class
                                 B Certificates A2/A by Moody's Investors
                                 Service and Duff & Phelps, respectively. These
                                 ratings reflect the quality of the assets and
                                 the level of credit enhancement in the
                                 transaction. The Money Store's business loans
                                 generally are originated as simple-interest,
                                 variable-rate, prime-based loans. The weighted
                                 average rate on loans in this pool is [2.011%]
                                 over the prime rate. Thus, substantial ongoing
                                 excess spread is available to credit enhance
                                 the Certificates (approximately [3.60%]). The
                                 transaction also features credit enhancement in
                                 the form of [9.0%] (estimated) subordination
                                 and a spread account with an initial balance of
                                 [TBD%] of the initial pool, growing to a
                                 balance of [6.0%] of the remaining balance of
                                 the pool plus the balance of all loans with
                                 delinquencies of greater than 180 days, subject
                                 to a floor of [3.0%] of the original pool
                                 principal balance. The subordination enhances
                                 the Class A Certificates. The excess spread and
                                 the spread account protects both the Class A
                                 and the Class B Certificates.

                                 The Trust Assets will consist primarily of a
                                 pool of loans made to small business concerns
                                 in conjunction with either the SBA 504 Loan
                                 Program (the "504 Loans"), the SBA 7(a) Program
                                 (the "Companion Loans") or the Conventional
                                 Commercial Loan Program (the "Commercial
                                 Loans", and together with the 504 Loans and the
                                 Companion Loans, the "Business Loans"). Most of
                                 the Business Loans are secured primarily by
                                 first liens on commercial property used by the
                                 borrower or its affiliates in the conduct of
                                 their business. The Business Loans also may be
                                 secured by second liens on personal real
                                 estate, personal guarantees, liens on machinery
                                 and equipment and other business assets. NONE
                                 OF THE BUSINESS LOANS ARE INSURED OR GUARANTEED
                                 BY THE UNITED STATES SMALL BUSINESS
                                 ADMINISTRATION (THE "SBA") OR ANY OTHER
                                 GOVERNMENTAL AGENCY.

                                 The Certificates will be floating rate
                                 securities based on the prime rate. The
                                 Certificates will pay monthly and adjust
                                 quarterly. Funds are passed through to the
                                 Certificateholders subject to available funds
                                 on the underlying collateral. All of the loans
                                 are self-amortizing. The Certificates receive
                                 principal on a pro rata basis. The Class B
                                 Certificates will bear all losses (if other
                                 forms of credit enhancement are exhausted)
                                 until reduced to zero.

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

                                        Class A                 Class B
                                        -------                 -------
Approximate Size:                       [$45,500,000]           [$4,500,000]

Price:                                  100-00                  100-00

Initial Coupon:                         [      %]               [      %]

Spread (bps)/Index:                     [     bp]               [     bp]

Pricing Speed:                          [ 8% CPR]               [ 8% CPR]
                                         **Actual prepayments may vary**

Average Life to Maturity:               [9.250] years           [9.250] years

Average Life to Call:                   [8.925] years           [8.925] years

Pricing Date:                           [        ]              [        ]

Settlement Date:                        [12/18/97]              [12/18/97]

Dated Date:                             [12/15/97]              [12/15/97]

Delay Days:                                 0                      0

Interest:                                30/360                 30/360

Payment Terms:                           Monthly                Monthly

Adjustment Frequency:                    Quarterly              Quarterly

Index:                                   Prime Rate             Prime Rate

First Payment Date:                      [01/15/98]             [01/15/98]

First Adjustment Date:                   [04/01/98]             [04/01/98]

Expected Maturity:                       [04/15/26]             [04/15/26]

Expected Maturity (to 10% call):         [06/15/18]             [06/15/18]

Stated Maturity:                         [02/15/29]             [02/15/29]


THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER.  IF YOU DID NOT RECEIVE SUCH 
A DISCLAIMER, PLEASE CONTACT YOUR PRUDENTIAL SECURITIES INCORPORATED FINANCIAL 
ADVISOR IMMEDIATELY.

THIS STRUCTURAL TERMSHEET SUPERSEDES ANY PREVIOUS STRUCTURAL TERMSHEETS,
AND WILL BE SUPERSEDED BY THE STRUCTURAL INFORMATION IN THE PROSPECTUS 
SUPPLEMENT.

<PAGE>

        THE MONEY STORE BUSINESS LOAN BACKED CERTIFICATES, SERIES 1997-2


Business Loans:                  The 504 Loans were originated in conjunction
                                 with the SBA 504 Loan Program, which was
                                 established to encourage lenders to provide
                                 fixed asset financing for qualifying small
                                 businesses. 504 Loans may be used for plant
                                 acquisition, construction, renovation,
                                 expansion, land and site improvements,
                                 acquisition and installation of machinery and
                                 equipment, as well as certain closing costs and
                                 professional fees and the interest on interim
                                 financing. The Seller provides approximately
                                 50% of the project costs on a conventional loan
                                 agreement with borrowers providing a minimum
                                 10% equity contribution. The SBA provides the
                                 remainder of the financing. Although each 504
                                 Loan must receive the prior approval of the
                                 SBA, such loans are not guaranteed by the SBA.
                                 504 Loans comprise approximately [87.46%] by
                                 principal balance of the initial pool of
                                 Business Loans that back the Certificates.

                                 In connection with administering the Section
                                 7(a) Program, the SBA reduced the maximum loan
                                 size to $500,000 for applications submitted
                                 between January 1, 1995 and October 12, 1995.
                                 To assist qualified borrowers in obtaining more
                                 financing when needed, the Seller introduced a
                                 Section 7(a) Companion Loan Program pursuant to
                                 which the Seller originated a Companion Loan to
                                 the related borrower in situations in which the
                                 total amount financed would otherwise have
                                 exceeded the $500,000 limit. Although Companion
                                 Loans are not guaranteed by the SBA, they are
                                 secured by a lien on the related primary
                                 collateral, which lien is first in priority to
                                 the lien of the related SBA 7(a) Loan.
                                 Companion Loans may be utilized by the borrower
                                 for all eligible SBA 7(a) Loan purposes.
                                 Companion Loans comprise approximately [3.22%]
                                 by principal balance of the initial pool of
                                 Business Loans that back the Certificates.

                                 Certain non-SBA loans ("Commercial Loans") will
                                 be made under the Conventional Commercial Loans
                                 Program. This program is intended to provide
                                 financing for creditworthy borrowers that have
                                 grown beyond SBA limits for financing. These
                                 loans may be used for the same business
                                 purposes as the 504 and 7(a) Companion Loan
                                 Programs. Loans are limited to $2,000,000 with
                                 terms not to exceed 30 years for commercial
                                 real estate loans, 15 years for durable
                                 machinery and equipment loans, or 10 years for
                                 other loan types. All loans are secured by a
                                 first lien on the financial collateral.
                                 Additional liens on secondary collateral may
                                 also be taken. Commercial Loans comprise
                                 approximately [9.32%] by principal balance of
                                 the initial pool of Business Loans that back
                                 the Certificates.

Seller:                          The Money Store Commercial Mortgage Inc.
                                 ("TMSCMI"), a New Jersey corporation. TMSCMI is
                                 a wholly-owned subsidiary of The Money Store
                                 Inc., a New Jersey Corporation.

Servicer:                        TMSCMI.

Backup Servicer:                 Marine Midland Bank.

Trustee:                         Marine Midland Bank.

Subordination:                   Distributions of interest with respect to the
                                 Class B Certificates will be subordinate to
                                 distributions of interest with respect to the
                                 Class A Certificates. Similarly, distributions
                                 of principal with respect to the Class B
                                 Certificates will be subordinate to
                                 distributions of principal with respect to the
                                 Class A Certificates.

Spread Account:                  A special-purpose affiliate of The Money Store
                                 will be required to establish a reserve account
                                 (the "Spread Account") with the Trustee. The
                                 Spread Account will not be a part of the Trust
                                 Fund but will be pledged to the Trustee for the
                                 benefit of the Certificate holders. The initial
                                 deposit is estimated to be [TBD%] of the
                                 initial pool principal balance. Thereafter,
                                 excess spread will be deposited until the
                                 Spread Account balance is the greater of (i)
                                 [TBD%] of the current pool principal balance
                                 and (ii) [TBD%] of the original pool principal
                                 balance. In addition to the above requirement,
                                 additional excess spread will be deposited up
                                 to the amount of the aggregate balances of all
                                 loans delinquent 180 or more days.

Cash Flow Priorities:            1)     Servicing Fee
                                 2)     Class A Interest
                                 3)     Class B Interest
                                 4)     Class A Principal
                                 5)     Class A Carry Forward (any previous 
                                        principal shortfall)
                                 6)     Class B Principal
                                 7)     Class B Carry Forward (any previous 
                                        principal shortfall)
                                 8)     Trustee Fee
                                 9)     Unreimbursed Servicer Advances
                                10)     Build and Replenish Reserves (Spread 
                                        Account)
                                11)     Released to TMSCMI or an affiliate 
                                        thereof

Monthly Advances:                The Servicer will advance to pay certificate
                                 interest, to the extent not covered by excess
                                 spread.

Servicing Advances:              The Servicer will make servicing advances to
                                 the extent it deems such advances recoverable.

Prepayment Interest Shortfall:   The Servicer will pay compensating interest at
                                 the weighted-average certificate rate for any
                                 prepayment interest shortfalls, up to the
                                 amount of its servicing compensation for that
                                 month.


THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER.  IF YOU DID NOT RECEIVE SUCH A 
DISCLAIMER, PLEASE CONTACT YOUR PRUDENTIAL SECURITIES INCORPORATED FINANCIAL 
ADVISOR IMMEDIATELY.

THIS STRUCTURAL TERMSHEET SUPERSEDES ANY PREVIOUS STRUCTURAL TERMSHEETS,
AND WILL BE SUPERSEDED BY THE STRUCTURAL INFORMATION IN THE PROSPECTUS
SUPPLEMENT.

<PAGE>
        THE MONEY STORE BUSINESS LOAN BACKED CERTIFICATES, SERIES 1997-2


Settlement Date:                 [December 18, 1997].

Servicing Fee:                   40 basis points per annum.

Optional                         Termination: The Servicer may purchase the
                                 trust assets at par plus accrued interest
                                 thereon on any distribution date on which the
                                 pool principal balance is less than 10% of the
                                 original pool principal balance.

Prefunding Account:              Approximately [$9,173,010.12] of the Trust
                                 Assets will be prefunded.

Denominations:                   Minimum denominations of $1,000 and integral
                                 multiples of $1,000 in excess thereof.

Form of Certificates:            The Certificates will be available in
                                 book-entry form only through DTC. The
                                 Certificates are also expected to be book-entry
                                 eligible through Euroclear and CEDEL.

Payment Date:                    The 15th day of each month or, if such day is
                                 not a business day, the next succeeding
                                 business day, beginning in January 1998.

Interest Accrual Period:         Interest will accrue on the certificates from
                                 the 15th day of the preceeding month until the
                                 14th day of the current month except in the
                                 initial accrual period in which interest will
                                 accrue from December 15, 1997.

Interest Rate:                   Class A Certificates: Prime Rate minus [ %].
                                 Class B Certificates: Prime Rate minus [ %].
                                 The Interest Rate is reset quarterly as
                                 described below.

Record Date:                     The last day of the month preceding any
                                 distribution date.

Tax Status:                      Grantor Trust.

ERISA Considerations:            The Certificates will not be ERISA eligible.

SMMEA:                           The Certificates will not be SMMEA eligible.

Expected Ratings:                Class A: Aaa/AAA; Class B: A2/A by Moody's
                                 Investors Service and Duff & Phelps Credit
                                 Rating Co., respectively.

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


THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER.  IF YOU DID NOT RECEIVE SUCH A 
DISCLAIMER, PLEASE CONTACT YOUR PRUDENTIAL SECURITIES INCORPORATED FINANCIAL 
ADVISOR IMMEDIATELY.

THIS STRUCTURAL TERMSHEET SUPERSEDES ANY PREVIOUS STRUCTURAL TERMSHEETS,
AND WILL BE SUPERSEDED BY THE STRUCTURAL INFORMATION IN THE PROSPECTUS
SUPPLEMENT.


<PAGE>

        THE MONEY STORE BUSINESS LOAN BACKED CERTIFICATES, SERIES 1997-2


Description of Transaction:

The loans pay a floating-rate, prime-based coupon that adjusts quarterly on the
first business day of each calendar quarter. On the loans, interest accrues from
the 1st to the 30th of each month and is due, along with the scheduled principal
payment, on the first day of the following month. The Certificates pay a
floating-rate, prime-based coupon that is adjusted on the first business day of
each January, April, July, and October, beginning April 1998. Interest on the
Certificates is paid on the 15th day of each month and is accrued from the 15th
day of the previous month to the 14th day of the current month. For example, the
January 2 prime rate will be used for the Certificate interest accrual periods
commencing January 15, February 15 and March 15. Interest collected on the loans
in one month will pay the interest due on the Certificates in the following
month. Please see the diagram below for a description of the interest accrual
and collection on the loans and the interest accrual and payment on the
Certificates.

ILLUSTRATION OF NOTE ACCRUAL PERIOD VS. CORRESPONDING CERTIFICATE ACCRUAL PERIOD

 JAN                FEB                MAR                APR               MAY
 1--------15--------1--------15--------1--------15--------1--------15--------1
 *                                                        *

                             Interest Accrual  Interest Collection
        Business Loan:     |------------------||-----------------|
                                  Period             Period

                                  Corresponding
                                Interest Accrual
        Certificates:          |-----------------|**
                                     Period


        * The Interest Rate adjusts every Jan.1, Apr.1, July 1, Oct.1
       ** Certificate payment date

Please note that in February, May, August and November, there may be a mismatch
in the prime rate used to accrue interest on the collateral and the prime rate
used to accrue interest on the Certificates. For example, with respect to the
February 15th remittance date, the interest rate due to the investors is based
on the prime rate as of January 2nd; however, the interest collected from the
underlying loans for such remittance date accrued from December 1st to December
30th with a coupon based on the prime rate as of October 1st. Should the prime
rate used to accrue interest on the loans be higher than the prime rate used to
accrue interest on the Certificates, excess interest will be collected and will
be passed through on a pro-rata basis to the Certificateholders (and vice versa
with lower interest should the accrual rate on the loans be lower than the
accrual rate on the Certificates).


THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A
DISCLAIMER, PLEASE CONTACT YOUR PRUDENTIAL SECURITIES INCORPORATED FINANCIAL
ADVISOR IMMEDIATELY.

THIS STRUCTURAL TERMSHEET SUPERSEDES ANY PREVIOUS STRUCTURAL TERMSHEETS, AND
WILL BE SUPERSEDED BY THE STRUCTURAL INFORMATION IN THE PROSPECTUS SUPPLEMENT.


<PAGE>


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

     -  MONEY STORE 504 1997-2
     -  Small Business Administration Loans
     -  Cutoff Date -   12/1/97
     -      $40,826,989.88
- -------------------------------------------------------------------------------

Index:                                                    Prime Rate

Number of Mortgage Loans:                                         44

Aggregate Unpaid Unguaranteed Principal Balance:      $40,826,989.88

Average Unpaid Principal Balance:                        $927,886.13
Maximum Unpaid Principal Balance:                      $2,000,000.00
Minimum Unpaid Principal Balance:                         $19,850.50

Aggregate Original Principal Balance:                 $40,868,137.00

Average Original Principal Balance:                      $928,821.30
Maximum Original Principal Balance:                    $2,000,000.00
Minimum Original Principal Balance:                       $20,000.00

Weighted Average Coupon:                                     10.511%
Gross Coupon Range:                               10.000% -  11.000%

Weighted Average Months to Maturity (Int PTD to Mat.):       328.508
Maturity Range:                                            94  - 360

Weighted Average Age in Months (Orig Term - Rem Term):         3.308
Age Range:                                                  0  -  26

Weighted Average Original Term:                              331.816
Original Term Range:                                       96  - 360

Weighted Average Number of Months Until
Next Interest Roll Date:                                       1.000
Range:                                                      1  -   1

Weighted Average Gross Margin:                                2.011%
Gross Margin Range:                                1.500% -   2.500%

Weighted Average Disc. LTV:                                  51.435% (1)
Undisc. LTV Range:                               30.930% -   90.000%

Weighted Average Undisc. LTV:                                35.091% (1)
Undisc. Orig. LTV Range:                         14.550% -   65.930%

Weighted Average Debt Service Coverage Ratio:                  1.245
Debt Service Coverage Ratio Range:                  0.200 -    2.210

Weighted Average Life Floor:                                  4.137% (2)
Life Floor Range:                                  1.500% -   6.000%

Weighted Average Life Cap (Gross):                           15.507% (3)
Life Cap Range:                                   15.000% -  16.000%
- ------------------------------------------------------------------------------

(1) LTV Calculations exclude two loans with 0 LTVs.

(2) 20 Loans without a specified life floor have gross margin as assumed life 
    floor.

(3) Excludes 20 uncapped loans.


THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A
DISCLAIMER, PLEASE CONTACT YOUR PRUDENTIAL SECURITIES INCORPORATED FINANCIAL
ADVISOR IMMEDIATELY.

THIS STRUCTURAL TERMSHEET SUPERSEDES ANY PREVIOUS STRUCTURAL TERMSHEETS, AND
WILL BE SUPERSEDED BY THE STRUCTURAL INFORMATION IN THE PROSPECTUS SUPPLEMENT.


<PAGE>
<TABLE>
<CAPTION>

                            GROSS INTEREST RATE RANGE

              Gross                              Aggregate        Percentage of
          Interest Rate            Number of    Cut-Off Date      Cut-Off Date      Percentage of
              Range                  Loans   Principal Balance  Principal Balance    Loan Count

<S>                                      <C>      <C>                 <C>               <C>  
 9.50% * Gross Coupon *= 10.00%          6        6,277,100.00        15.37             13.64
10.00% * Gross Coupon *= 10.50%         22       21,469,613.97        52.59             50.00
10.50% * Gross Coupon *= 11.00%         16       13,080,275.91        32.04             36.36
- -----------------------------------------------------------------------------------------------
Total..........                         44     $ 40,826,989.88       100.00%           100.00%
===============================================================================================
*=Less Than
</TABLE>

                                  ORIGINAL TERM
<TABLE>
<CAPTION>

                                                 Aggregate        Percentage of
                                   Number of    Cut-Off Date      Cut-Off Date      Percentage of
      Original Term                  Loans   Principal Balance  Principal Balance    Loan Count

<S>                                      <C>         <C>               <C>               <C> 
 84 * Orig. Term *=  96                  1           19,850.50         0.05%             2.27
108 * Orig. Term *= 120                  1          333,000.00         0.82%             2.27
228 * Orig. Term *= 240                  4        3,125,451.86         7.66%             9.09
288 * Orig. Term *= 300                 12       11,446,075.11        28.04%            27.27
336 * Orig. Term *= 348                  1          306,600.00         0.75%             2.27
348 * Orig. Term *= 360                 25       25,596,012.41        62.69%            56.82
- -----------------------------------------------------------------------------------------------
Total............                       44       40,826,989.88       100.00%           100.00%
===============================================================================================
*= Less Than
</TABLE>

                                           AGE OF LOAN
<TABLE>
<CAPTION>

                                                 Aggregate        Percentage of
                                   Number of    Cut-Off Date      Cut-Off Date      Percentage of
           Age                       Loans   Principal Balance  Principal Balance    Loan Count

<S>                                      <C>      <C>                 <C>               <C>  
      Age  =   0                         5        6,085,034.00        14.90%            11.36
  1 * Age *=  12                        37       34,054,201.47        83.41%            84.09
 12 * Age *=  24                         1          298,308.92         0.73%             2.27
 24 * Age *=  36                         1          389,445.49         0.95%             2.27
- -----------------------------------------------------------------------------------------------
Total............                       44       40,826,989.88       100.00%           100.00%
===============================================================================================
*=Less Than
</TABLE>

THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A
DISCLAIMER, PLEASE CONTACT YOUR PRUDENTIAL SECURITIES INCORPORATED FINANCIAL
ADVISOR IMMEDIATELY.

THIS STRUCTURAL TERMSHEET SUPERSEDES ANY PREVIOUS STRUCTURAL TERMSHEETS, AND
WILL BE SUPERSEDED BY THE STRUCTURAL INFORMATION IN THE PROSPECTUS SUPPLEMENT.


<PAGE>

                       REMAINING MONTHS TO STATED MATURITY

<TABLE>
<CAPTION>

                                                 Aggregate        Percentage of
                                   Number of    Cut-Off Date      Cut-Off Date      Percentage of
      Remaining Term                 Loans   Principal Balance  Principal Balance    Loan Count

<S>                                      <C>         <C>               <C>               <C> 
 84 * Rem Term *=  96                    1           19,850.50         0.05%             2.27
108 * Rem Term *= 120                    1          333,000.00         0.82%             2.27
216 * Rem Term *= 228                    1          298,308.92         0.73%             2.27
228 * Rem Term *= 240                    3        2,827,142.94         6.92%             6.82
264 * Rem Term *= 276                    1          389,445.49         0.95%             2.27
288 * Rem Term *= 300                   11       11,056,629.62        27.08%            25.00
336 * Rem Term *= 348                    1          306,600.00         0.75%             2.27
348 * Rem Term *= 360                   25       25,596,012.41        62.69%            56.82
- -----------------------------------------------------------------------------------------------
Total............                       44       40,826,989.88       100.00%           100.00%
===============================================================================================
*=Less Than
</TABLE>

                              YEARS OF ORIGINATION
<TABLE>
<CAPTION>

                                    Number of      Aggregate        Percentage of
  Year of                           Mortgage      Cut-Off Date      Cut-Off Date    Percentage of
Origination                           Loans    Principal Balance  Principal Balance  Loan Count

<S>                                       <C>        <C>                 <C>             <C> 
    1995                                  2          687,754.41          1.68            4.55
    1997                                 42       40,139,235.47         98.32           95.45
- ------------------------------------------------------------------------------------------------------
Total.................                   44   $   40,826,989.88        100.00%         100.00%
======================================================================================================
</TABLE>

                                 DISTRIBUTION OF
                                     MARGINS

<TABLE>
<CAPTION>

                                                    Aggregate         Percentage of
        Gross                      Number of       Cut-Off Date       Cut-Off Date      Percentage of
        Margin                       Loans      Principal Balance   Principal Balance    Loan Count

<S>                                      <C>        <C>                   <C>               <C>  
 1.0 * Margin *=  1.5                    6          6,277,100.00          15.37             13.64
 1.5 * Margin *=  2.0                   22         21,469,613.97          52.59             50.00
 2.0 * Margin *=  2.5                   16         13,080,275.91          32.04             36.36
- ------------------------------------------------------------------------------------------------------
Total.................                  44     $   40,826,989.88         100.00%           100.00%
======================================================================================================
*=Less Than
</TABLE>

THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A
DISCLAIMER, PLEASE CONTACT YOUR PRUDENTIAL SECURITIES INCORPORATED FINANCIAL
ADVISOR IMMEDIATELY.

THIS STRUCTURAL TERMSHEET SUPERSEDES ANY PREVIOUS STRUCTURAL TERMSHEETS, AND
WILL BE SUPERSEDED BY THE STRUCTURAL INFORMATION IN THE PROSPECTUS SUPPLEMENT.


<PAGE>

                      LOAN SUMMARY STRATIFIED BY LIFE FLOOR
<TABLE>
<CAPTION>

                                                    Aggregate         Percentage of
          Gross                    Number of       Cut-Off Date       Cut-Off Date      Percentage of
        Life Floor                   Loans      Principal Balance   Principal Balance    Loan Count

<S>                                      <C>       <C>                     <C>               <C> 
 1.000 * Floor *=  1.500                 3         2,265,600.00            5.55              6.82
 1.500 * Floor *=  2.000                10         8,681,199.86           21.26             22.73
 2.000 * Floor *=  2.500                 7         4,161,650.86           10.19             15.91
 4.500 * Floor *=  5.000                 7         9,079,064.01           22.24             15.91
 5.000 * Floor *=  5.500                11        10,247,151.68           25.10             25.00
 5.500 * Floor *=  6.000                 6         6,392,323.47           15.66             13.64
- ------------------------------------------------------------------------------------------------------
Total.................                  44     $ 40,826,989.88           100.00%           100.00%
======================================================================================================
*=Less Than
</TABLE>

                           LOAN SUMMARY STRATIFIED BY
                                    LIFE CAP
<TABLE>
<CAPTION>
                                                    Aggregate         Percentage of
          Gross                    Number of       Cut-Off Date       Cut-Off Date      Percentage of
         Life Cap                    Loans      Principal Balance   Principal Balance    Loan Count

<S>                                      <C>        <C>                   <C>                <C> 
14.500 * CAP *= 15.000                   4          5,164,843.04          12.65              9.09
15.000 * CAP *= 15.500                  12         12,157,461.83          29.78             27.27
15.500 * CAP *= 16.000                   8          8,396,234.29          20.57             18.18

Uncapped                                20         15,108,450.72          37.01             45.45
- ------------------------------------------------------------------------------------------------------
Total.................                  44     $   40,826,989.88         100.00%           100.00%
======================================================================================================
*= Less Than
</TABLE>

                                     ORIGINAL LOAN BALANCE
<TABLE>
<CAPTION>

                                                 Aggregate        Percentage of
            Original               Number of    Cut-Off Date      Cut-Off Date      Percentage of
        Principal Balance            Loans   Principal Balance  Principal Balance    Loan Count

<S>                                     <C>          <C>               <C>               <C> 
         0 * Balance *=    25,000       1            19,850.50         0.05              2.27
   250,000 * Balance *=   300,000       2           585,558.92         1.43              4.55
   300,000 * Balance *=   350,000       3           949,600.00         2.33              6.82
   350,000 * Balance *=   400,000       3         1,167,343.26         2.86              6.82
   400,000 * Balance *=   450,000       2           831,617.21         2.04              4.55
   450,000 * Balance *=   500,000       1           470,000.00         1.15              2.27
   500,000 * Balance *=   550,000       3         1,558,576.27         3.82              6.82
   650,000 * Balance *=   700,000       1           674,253.91         1.65              2.27
   700,000 * Balance *=   750,000       1           719,600.00         1.76              2.27
   750,000 * Balance *=   800,000       1           787,000.00         1.93              2.27
   800,000 * Balance *=   850,000       1           822,574.30         2.01              2.27
   850,000 * Balance *=   900,000       1           852,000.00         2.09              2.27
   900,000 * Balance *=   950,000       1           944,412.69         2.31              2.27
   950,000 * Balance *= 1,000,000       3         2,956,012.24         7.24              6.82
 1,000,000 * Balance *= 1,100,000       4         4,223,249.74        10.34              9.09
 1,100,000 * Balance *= 1,200,000       3         3,458,095.22         8.47              6.82
 1,200,000 * Balance *= 1,300,000       5         6,110,512.42        14.97             11.36
 1,300,000 * Balance *= 1,400,000       1         1,359,334.33         3.33              2.27
 1,500,000 * Balance *= 1,600,000       1         1,561,906.40         3.83              2.27
 1,600,000 * Balance *= 1,700,000       2         3,379,310.82         8.28              4.55
 1,700,000 * Balance *= 1,800,000       2         3,446,584.00         8.44              4.55
 1,900,000 * Balance *= 2,000,000       2         3,949,597.65         9.67              4.55
- ------------------------------------------------------------------------------------------------------
Total....................               44     $ 40,826,989.88       100.00%           100.00%
======================================================================================================
* = Less Than
</TABLE>


THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A
DISCLAIMER, PLEASE CONTACT YOUR PRUDENTIAL SECURITIES INCORPORATED FINANCIAL
ADVISOR IMMEDIATELY.

THIS STRUCTURAL TERMSHEET SUPERSEDES ANY PREVIOUS STRUCTURAL TERMSHEETS, AND
WILL BE SUPERSEDED BY THE STRUCTURAL INFORMATION IN THE PROSPECTUS SUPPLEMENT.

<PAGE>

                              CURRENT LOAN BALANCE
<TABLE>
<CAPTION>

                                                         Aggregate          Percentage of
                 Current                Number of       Cut-Off Date        Cut-Off Date      Percentage of
             Principal Balance            Loans      Principal Balance    Principal Balance    Loan Count

<S>                                          <C>            <C>                 <C>               <C> 
        0 * Balance *=    25,000             1              19,850.50           0.05              2.27
  250,000 * Balance *=   300,000             2             585,558.92           1.43              4.55
  300,000 * Balance *=   350,000             3             949,600.00           2.33              6.82
  350,000 * Balance *=   400,000             3           1,167,343.26           2.86              6.82
  400,000 * Balance *=   450,000             2             831,617.21           2.04              4.55
  450,000 * Balance *=   500,000             1             470,000.00           1.15              2.27
  500,000 * Balance *=   550,000             3           1,558,576.27           3.82              6.82
  650,000 * Balance *=   700,000             1             674,253.91           1.65              2.27
  700,000 * Balance *=   750,000             1             719,600.00           1.76              2.27
  750,000 * Balance *=   800,000             1             787,000.00           1.93              2.27
  800,000 * Balance *=   850,000             1             822,574.30           2.01              2.27
  850,000 * Balance *=   900,000             1             852,000.00           2.09              2.27
  900,000 * Balance *=   950,000             1             944,412.69           2.31              2.27
  950,000 * Balance *= 1,000,000             3           2,956,012.24           7.24              6.82
1,000,000 * Balance *= 1,100,000             4           4,223,249.74          10.34              9.09
1,100,000 * Balance *= 1,200,000             3           3,458,095.22           8.47              6.82
1,200,000 * Balance *= 1,300,000             5           6,110,512.42          14.97             11.36
1,300,000 * Balance *= 1,400,000             1           1,359,334.33           3.33              2.27
1,500,000 * Balance *= 1,600,000             1           1,561,906.40           3.83              2.27
1,600,000 * Balance *= 1,700,000             2           3,379,310.82           8.28              4.55
1,700,000 * Balance *= 1,800,000             2           3,446,584.00           8.44              4.55
1,900,000 * Balance *= 2,000,000             2           3,949,597.65           9.67              4.55
- ------------------------------------------------------------------------------------------------------
Total....................                   44      $   40,826,989.88        100.00%            100.00%
======================================================================================================
* = Less Than
</TABLE>

                 GEOGRAPHICAL DISTRIBUTION OF PROPERTIES BY LOAN
<TABLE>
<CAPTION>

                                                 Aggregate        Percentage of
                                   Number of    Cut-Off Date      Cut-Off Date      Percentage of
 State                               Loans   Principal Balance  Principal Balance    Loan Count
<S>                                      <C>      <C>                  <C>               <C> 
AL                                       4        2,274,615.50         5.57              9.09
AZ                                       1        1,949,597.65         4.78              2.27
CA                                       6        5,090,949.64        12.47             13.64
CO                                       4        4,841,259.31        11.86              9.09
FL                                       4        5,868,089.81        14.37              9.09
IN                                       1          944,412.69         2.31              2.27
MA                                       1          389,445.49         0.95              2.27
MI                                       1          298,308.92         0.73              2.27
NC                                       1          392,421.90         0.96              2.27
ND                                       1           19,850.50         0.05              2.27
NJ                                       2        1,386,000.00         3.39              4.55
NV                                       1          787,000.00         1.93              2.27
NY                                       2        2,265,375.96         5.55              4.55
OH                                       3        2,563,137.26         6.28              6.82
OK                                       2        2,210,647.03         5.41              4.55
OR                                       2        1,526,253.91         3.74              4.55
PA                                       3        4,238,986.80        10.38              6.82
TX                                       1          822,574.30         2.01              2.27
UT                                       2        1,607,813.21         3.94              4.55
VA                                       1          287,250.00         0.70              2.27
WA                                       1        1,063,000.00         2.60              2.27
- ------------------------------------------------------------------------------------------------------
Total...............                    44     $ 40,826,989.88       100.00%           100.00%
======================================================================================================
</TABLE>

THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A
DISCLAIMER, PLEASE CONTACT YOUR PRUDENTIAL SECURITIES INCORPORATED FINANCIAL
ADVISOR IMMEDIATELY.

THIS STRUCTURAL TERMSHEET SUPERSEDES ANY PREVIOUS STRUCTURAL TERMSHEETS, AND
WILL BE SUPERSEDED BY THE STRUCTURAL INFORMATION IN THE PROSPECTUS SUPPLEMENT.


<PAGE>

                           DEBT SERVICE COVERAGE RATIO
<TABLE>
<CAPTION>

          Debt Sevice                            Aggregate        Percentage of
         Coverage Ratio            Number of    Cut-Off Date      Cut-Off Date      Percentage of
             Range                   Loans   Principal Balance  Principal Balance    Loan Count

<S>                                      <C>      <C>                  <C>               <C> 
 0.00 * Dsc Ratio *=  0.50               3        3,534,988.41         8.66              6.82
 0.50 * Dsc Ratio *=  1.00               5        3,975,064.95         9.74             11.36
 1.00 * Dsc Ratio *=  1.50              29       27,032,259.13        66.21             65.91
 1.50 * Dsc Ratio *=  2.00               6        5,951,677.39        14.58             13.64
 2.00 * Dsc Ratio *=  2.50               1          333,000.00         0.82              2.27
- -------------------------------------------------------------------------------------------------------------------------------
Total.......                            44     $ 40,826,989.88       100.00%           100.00%
==============================================================================================================================
* = Less Than
</TABLE>

                                  INDUSTRY CODE

<TABLE>
<CAPTION>
                                                 Aggregate        Percentage of
                                   Number of    Cut-Off Date      Cut-Off Date      Percentage of
                                     Loans   Principal Balance  Principal Balance    Loan Count

<S>                                      <C>      <C>                  <C>               <C> 
Aircraft Parts, Aux Eq, Nec              1        1,063,000.00         2.60              2.27
Auto Exhaust Sys Repair Shops            1          298,308.92         0.73              2.27
Auto and Home Supply Stores              1          405,242.21         0.99              2.27
Body Repair and Paint Shops              2          818,838.48         2.01              4.55
Coin-Op Amusement Devices                1          426,375.00         1.04              2.27
Drinking Places (Alcoholic)              1          719,600.00         1.76              2.27
Eating Places                            1        1,182,341.65         2.90              2.27
Electrical Work                          1          822,574.30         2.01              2.27
Grocery Stores                           1          522,390.76         1.28              2.27
Hotels and Motels                       24       26,802,707.51        65.65             54.55
Motion Pic, Videotape Prodn.             1          504,597.03         1.24              2.27
Offices and Clinics-Dentists             1          333,000.00         0.82              2.27
Offices of Medical Doctors               2        2,095,249.74         5.13              4.55
Offices of Optometrists                  1           19,850.50         0.05              2.27
Physical Fitness Facilities              1          306,600.00         0.75              2.27
Printed Circuit Boards                   1          674,253.91         1.65              2.27
Public Golf Courses                      2        3,446,584.00         8.44              4.55
Refrig,Air-Cond Svc and Repair           1          385,475.87         0.94              2.27
- ------------------------------------------------------------------------------------------------------
Total...............                    44     $ 40,826,989.88       100.00%           100.00%
======================================================================================================
</TABLE>

THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A
DISCLAIMER, PLEASE CONTACT YOUR PRUDENTIAL SECURITIES INCORPORATED FINANCIAL
ADVISOR IMMEDIATELY.

THIS STRUCTURAL TERMSHEET SUPERSEDES ANY PREVIOUS STRUCTURAL TERMSHEETS, AND
WILL BE SUPERSEDED BY THE STRUCTURAL INFORMATION IN THE PROSPECTUS SUPPLEMENT.


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