Vanderbilt Mortgage & Finance Inc, et al. · 424B5 · Vanderbilt Mort & Fin Inc Man Ho Co Se Su Pa Th Ce S 1999d · On 11/24/99

Filed On 11/24/99   ·   SEC Files 333-75405, -01, -04   ·   Accession Number 891092-99-761

Prospectus   ·   Rule 424(b)(5)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B5       Pros. Supp.                                          147    908K 

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Prospectus Supplement                                                           
(To Prospectus dated November 23, 1999)                                         

$267,858,000
 (Approximate)

 Vanderbilt Mortgage and Finance, Inc.
 Seller and Servicer

 Manufactured Housing Contract
Senior/Subordinate Pass-Through Certificates, Series 1999D

  You should consider the risk factors  starting on page S-11 of this prospectus
supplement and page 4 of the prospectus.                                    

  The certificates  represent obligations of the trust only and do not represent
  an interest in or  obligation of Vanderbilt  Mortgage and Finance,  Inc.,  The
  Bank of New York or any of  their  affiliates  (except  to the  extent  of the
  limited  guarantee of the Class I B-2 and Class II B-4 Certificates by Clayton
Homes, Inc.).                                                               

  This prospectus supplement may be used to offer and sell the certificates only
if accompanied by the prospectus.                                           

The Trust Fund will:                                                            
o Issue eleven Classes of offered certificates described in the table below.    

o Consist primarily of manufactured housing installment sales contracts and     
installment loan agreements.                                                

o Make an election to be treated as a REMIC for federal income tax purposes.    

The Certificates:                                                               

o Represent ownership interests in a trust fund.                                

o Include the Group I Certificates which generally relate to the fixed rate     
contracts and the Group II Certificates which generally relate to the       
adjustable rate contracts.                                                  

o Currently have no trading market.                                             

o Receive distributions on the 7th day of each month (or if such day is not a   
business day, the next business day) beginning on December 7, 1999.         

                                                        · Enlarge/Download Table


                                       Original                                                               
                                      Certificate           Price to         Underwriting       Proceeds to   
Offered Certificates                    Balance              Public            Discount        Vanderbilt(2)  
--------------------------------------------------------------------------------------------------------------
                                                                                                              
Class I A-1 Certificates .......... $ 43,000,000           100.000000%           0.200%         99.800000%    
Class I A-2 Certificates(1) ....... $ 31,000,000           100.000000%           0.250%         99.750000%    
Class I A-3 Certificates(1) ....... $ 26,000,000           100.000000%           0.300%         99.700000%    
Class I A-4 Certificates(1) ....... $ 25,483,000           100.000000%           0.410%         99.590000%    
Class I A-5 Certificates(1) ....... $  6,972,000           100.000000%           0.550%         99.450000%    
Class I M-1 Certificates(1) ....... $  6,197,000           100.000000%           0.650%         99.350000%    
Class I B-1 Certificates(1) ....... $  6,197,000            98.328125%           0.750%         97.578125%    
Class II A-1 Certificates ......... $100,522,000           100.000000%           0.255%         99.745000%    
Class II B-1 Certificates ......... $ 13,227,000           100.000000%           0.575%         99.425000%    
Class II B-2 Certificates ......... $  3,969,000           100.000000%           0.675%         99.325000%    
Class II B-3 Certificates ......... $  5,291,000           100.000000%           0.750%         99.250000%    
--------------------------------------------------------------------------------------------------------------
Total ............................. $267,858,000.00   $267,754,393.91      $869,943.90    $266,884,450.01     

(1) Plus accrued interest, if any, at the applicable rate from November 1, 1999.
(2) Before deducting expenses, estimated to be $250,000.                        

The underwriters named below will offer these securities to the public at the   
price to public set forth above and they will receive the discount listed above.

Neither the Securities and Exchange Commission nor any state securities         
commission has approved or disapproved these securities or determined if this   
prospectus supplement or the prospectus is accurate or complete. Any            
representation to the contrary is a criminal offense.                           

Prudential Securities                           Banc of America Securities LLC  

November 23, 1999                                                               

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    You should rely only on the information contained in this document or to
which we have referred you. We have not authorized anyone to provide you with   
information that is different. This document may only be used where it is legal 
to sell these securities. The information in this document may only be accurate 
on the date of this document.                                                   

      We provide information about the certificates to you through this document
which consists of two parts: (a) the accompanying prospectus, which provides    
general information, some of which may not apply to your certificates and (b)   
this prospectus supplement, which describes the specific terms of your          
certificates. This prospectus supplement may be used to offer and sell the      
certificates only if accompanied by the prospectus.                             

      If there is a conflict between the terms of this prospectus supplement and
the accompanying prospectus, you should rely on the information in this         
prospectus supplement.                                                          

This prospectus supplement and the accompanying prospectus include  
cross-references to captions in these materials where you can find further      
related discussions. The following table of contents and the table of contents  
included in the accompanying prospectus provide the pages on which these        
captions are located.                                                           

      We have filed preliminary information regarding the trust's assets and the
certificates with the Securities and Exchange Commission. The information       
contained in this document supersedes all of that preliminary information, which
was prepared by the underwriters for prospective investors.                     

 TABLE OF CONTENTS

                Page
                ----

PROSPECTUS SUPPLEMENT                               

Summary Information .........................  S-3                              
Risk Factors ................................ S-11                              
The Contract Pool ........................... S-15                              
Vanderbilt Mortgage and Finance, Inc. ....... S-26                              
Ratio of Earnings to Fixed Charges for CHI .. S-29                              
Yield and Prepayment Considerations ......... S-29                              
Description of the Certificates ............. S-50                              
Use of Proceeds ............................. S-76                              
Certain Federal Income Tax Consequences ..... S-76                              
State Tax Considerations .................... S-78                              
ERISA Considerations ........................ S-78                              
Legal Investment Considerations ............. S-79                              
Certificate Rating .......................... S-80                              
Underwriting ................................ S-80                              
Legal Matters ............................... S-81                              
Index of Defined Terms ...................... S-82                              
Annex I .....................................  I-1                              

                Page
                ----

PROSPECTUS                                

Important Notice About Information in this                                      
Prospectus and the Accompanying                                             
Prospectus Supplement .....................    2                            
Reports to Holders of the Certificates ......    2                              
Where You Can Find More Information .........    2                              
Risk Factors ................................    4                              
The Trust Fund ..............................    7                              
Use of Proceeds .............................    8                              
Vanderbilt Mortgage and Finance, Inc. .......    8                              
Underwriting Policies .......................    9                              
Yield Considerations ........................   10                              
Maturity and Prepayment Considerations ......   11                              
Description of the Certificates .............   11                              
Description of FHA Insurance and                                                
VA Guarantees .............................   25                            
Certain Legal Aspects of the Contracts ......   26                              
ERISA Considerations ........................   31                              
Certain Federal Income Tax Consequences .....   34                              
State and Local Tax Considerations ..........   53                              
Legal Investment Considerations .............   54                              
Ratings .....................................   54                              
Underwriting ................................   55                              
Legal Matters ...............................   55                              
Experts .....................................   55                              
Glossary ....................................   56                              

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 SUMMARY INFORMATION

    This summary highlights selected information from this document and does
not contain all of the information to make your investment decision. Please read
this entire prospectus supplement and the accompanying prospectus carefully for 
additional information about the Offered Certificates.                          

                                                        · Enlarge/Download Table


                              Manufactured Housing Contract                                  
                     Senior/Subordinate Pass-Through Certificates,                           
                                      Series 1999D                                           

                                                                        Initial Rating of    
                                                                         Certificates(5)     
                           Original               Remittance         ------------------------
                        Class Principal              Rate             Moody's          Fitch 
Class                     Balance(1)              (per annum)         Rating          Rating 
-----                    -------------            -----------         -------         ------ 
                                                                                             
Offered Certificates                                                                         
Class I A-1              $ 43,000,000            LIBOR +0.20%(2)(3)    Aaa             AAA   
Class I A-2              $ 31,000,000                  6.815%(2)       Aaa             AAA   
Class I A-3              $ 26,000,000                  7.060%(2)       Aaa             AAA   
Class I A-4              $ 25,483,000                  7.320%(2)       Aaa             AAA   
Class I A-5              $  6,972,000                  7.755%(2)       Aa3             AA-   
Class I M-1              $  6,197,000                  8.050%(2)       A2               A    
Class I B-1              $  6,197,000                  8.750%(2)      Baa2             BBB   
Class II A-1             $100,522,000           LIBOR + 0.35%(3)(4)    Aaa             AAA   
Class II B-1             $ 13,227,000          LIBOR + 0.680%(3)(4)    Aa3             AA-   
Class II B-2             $  3,969,000           LIBOR + 1.35%(3)(4)    A2               A    
Class II B-3             $  5,291,000           LIBOR + 3.15%(3)(4)   Baa2             BBB   

Non-Offered Certificates                                                                     
Class I B-2              $ 10,070,000                  8.750%(2)      Baa2             BBB   
Class II B-4             $  9,259,000           LIBOR + 3.25%(3)(4)   Baa2             BBB   
Class R                       N/A                     N/A              N/A             N/A   

---------------                                                                 
(1) This amount is subject to a variance of plus or minus 5%.                   

(2) Subject to a maximum rate equal to (a) the weighted average contract rate of
  the Group I Contracts less (b) the applicable servicing fee (if Vanderbilt
Mortgage and Finance, Inc. is no longer the servicer).                  

(3) Interest will accrue at a variable rate based on one-month LIBOR plus the   
  applicable spread subject to certain caps described in "Description of the
Certificates--Distributions--Interest Distributions".                   

(4) The spread will increase if the option to repurchase the Contracts is not   
exercised. See "Description of the Certificates--Distributions--Interest
Distributions--Remittance Rates of the Certificates" herein.            

(5) A description of the ratings of the Certificates is set forth under the     
heading "Certificate Rating" in this prospectus supplement.             

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The Trust Fund                                                                  

A trust fund will be established pursuant to a pooling and servicing
agreement, dated as of October 26, 1999, among Vanderbilt Mortgage and Finance, 
Inc. ("Vanderbilt"), as seller and servicer, Clayton Homes, Inc. ("CHI"), as    
provider of the limited guarantee, and The Bank of New York, as trustee (the    
"Trustee").                                                                     

Seller                                                                          
     o Vanderbilt Mortgage and Finance, Inc. maintains its principal office at
500 Alcoa Trail, Maryville, Tennessee 37804. Its telephone number is (423)      
380-3000.                                                                       

Servicer                                                                        

o Vanderbilt Mortgage and Finance, Inc.                             

o The Servicer will service all of the Contracts either directly or 
through one or more sub-servicers.                                              

Trustee                                                                         

o The Bank of New York.                                             

Cut-off Date                                                                    

o October 26, 1999.                                                 

Closing Date                                                                    

o November 30, 1999.                                                

Remittance Date                                                                 

      o The 7th day of each month or if such day is not a business day, the next
business day. The first Remittance Date will be December 7, 1999.               

Designations                                                                    

o Offered Certificates--Class I A-1, Class I A-2, Class I A-3, Class I A-4,     
Class I A-5, Class I M-1, Class I B-1, Class II A-1, Class II B-1, Class II B-2 
and Class II B-3.                                                               

o Group I Certificates--Class I A-1, Class I A-2, Class I A-3, Class I A-4,     
Class I A-5, Class I M-1, Class I B-1 and Class I B-2.                          

o Group II Certificates--Class II A-1, Class II B-1, Class II B-2, Class II B-3 
and Class II B-4.                                                               

o Group I Senior Certificates--Class I A-1, Class I A-2, Class I A-3 and Class I
A-4.                                                                            

o Group II Senior Certificates--Class II A-1.                                   

o Senior Certificates--Class I A-1, Class I A-2, Class I A-3, Class I A-4 and   
Class II A-1.                                                                   

o Group I Subordinate Certificates--Class I A-5, Class I M-1, Class I B-1 and   
Class I B-2.                                                                    

o Group II Subordinate Certificates--Class II B-1, Class II B-2, Class II B-3   
and Class II B-4.                                                               

o Subordinate Certificates--Class I A-5, Class I M-1, Class I B-1, Class I B-2, 
Class II B-1, Class II B-2, Class II B-3 and Class II B-4.                      

o Fixed Rate Certificates--Class I A-2, Class I A-3, Class I A-4, Class I A-5,  
Class I M-1, Class I B-1 and Class I B-2.                                       

o Floating Rate Certificates--Class I A-1 and the Group II Certificates.        

The Contracts                                                                   

       The trust fund will consist of two separate pools of manufactured housing
installment sales contracts, installment loan agreements and mortgage loans (the
"Contracts"). Generally, the Group I Certificates relate to the fixed rate      
contracts (the "Group I Contracts") and the Group II Certificates relate to the 
adjustable rate contracts (the "Group II Contracts").                           

6,904 Contracts, with an aggregate unpaid principal balance of      
approximately $253,280,800.17 as of the Cut-off Date, are manufactured housing  
installment sales contracts or installment loan agreements originated by        
manufactured housing dealers and purchased by Vanderbilt from such dealers or   
originated directly by Vanderbilt. Certain of these dealers are affiliates of   
CHI.                                                                            

 Vanderbilt purchased the remaining Contracts from different financing
companies and financial institutions. A portion of such Contracts were          
originated or acquired by 21st Century Mortgage Corporation.                    

For additional information with respect to the Contracts, we refer you to the   
table below and "The Contract Pool" in this prospectus supplement for more      
detail.                                                                         

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 Summary of Contract
Characteristics as of the Cut-off Date
 (Approximate)

                                                        · Enlarge/Download Table


All Contracts                                                                                                  

                                                                                                               
Pool Balance                                                                                    $287,188,126.63
Number of Contracts                                                                                       7,635
Average Contract Balance                                                                             $37,614.69
Location of homes                                                                                     44 states
Percentage by outstanding principal balance with Monthly Payments                                       73.528%
Percentage by outstanding principal balance with Bi-Weekly Payments                                     26.458%
Percentage by outstanding principal balance with Semi-Monthly Payments                                   0.014%

Group I Contracts                                                                                              

Pool Balance                                                                                    $154,919,226.84
Number of Contracts                                                                                       4,366
Average Contract Balance                                                                             $35,483.10
Weighted Average Annual Percentage Rate of Interest ("APR")                                             10.452%
Range of APRs                                                                                 7.750% to 18.000%
Weighted Average Original Term to Scheduled Maturity (at origination)                                241 months
Weighted Average Remaining Term to Scheduled Maturity (at Cut-off Date)                              238 months
Latest maturity date of any Group I Contract                                                   December 1, 2029

Group II Contracts*                                                                                            

Pool Balance                                                                                   $132,268,899.79 
Number of Contracts                                                                                      3,269 
Average Contract Balance                                                                            $40,461.58 
Percentage by outstanding principal balance with no Periodic Cap                                        0.069% 
Percentage by outstanding principal balance with Periodic Caps of 1%                                   41.437% 
Percentage by outstanding principal balance with Periodic Caps of 2%                                   58.494% 
Percentage by outstanding principal balance with no Lifetime Cap                                        0.069% 
Percentage by outstanding principal balance with a Lifetime Cap of 5% over the initial APR             21.129% 
Percentage by outstanding principal balance with a Lifetime Cap of 6% over the initial APR             78.802% 
Weighted Average APR as of the Cut-off Date                                                            10.180% 
Range of APR as of the Cut-off Date                                                          7.990% to 15.500% 
Weighted Average Maximum APR+                                                                          15.970% 
Range of Maximum APR+                                                                       12.990% to 21.500% 
Weighted Average Minimum APR++                                                                          4.487% 
Range of Minimum APR++                                                                        2.150% to 9.820% 
Weighted Average Gross Margin                                                                           4.487% 
Range of Gross Margins                                                                        2.150% to 9.820% 
Weighted Average Original Term to Scheduled Maturity (at origination)                               239 months 
Weighted Average Remaining Term to Scheduled Maturity (at Cut-off Date)                             238 months 
Latest maturity date of any Group II Contract                                                December 15, 2029 

*   The Group II Contracts are variable rate contracts that adjust annually     
(initially at the date set forth in the related Contract and at regular 
intervals thereafter). Except with respect to 2 Contracts, the Group II 
Contracts bear interest at a rate equal to the sum of (i) the monthly   
    average yield on U.S. Treasury securities adjusted to a constant maturity of
  five years and (ii) the Gross Margin set forth in the Contract, subject to
 rounding and the effects of the applicable Periodic Cap, Lifetime Cap and
Lifetime Floor.                                                         

+   Excludes loans with no Maximum APR.                                         

++  Assumes Minimum APR to be equal to the Gross Margin.                        

We refer you to "The Contract Pool" in this prospectus supplement for more      
detail.                                                                         

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Final Scheduled Remittance Dates                                                

The Final Scheduled Remittance Date of each                         
Class of Certificates is as follows:                                            

     Final Scheduled
Class                              Remittance Date                              
-----                              --------------                               

Class I A-1(1)                   January 7, 2008                                
Class I A-2(1)                   August 7, 2012                                 
Class I A-3(1)                   October 7, 2017                                
Class I A-4(1)                   September 7, 2025                              
Class I A-5(2)                   January 7, 2030                                
Class I M-1(2)                   January 7, 2030                                
Class I B-1(1)                   January 7, 2016                                
Class I B-2(2)                   January 7, 2030                                
Class II A-1(2)                  January 7, 2030                                
Class II B-1(1)                  January 7, 2017                                
Class II B-2(1)                  September 7, 2017                              
Class II B-3(1)                  June 7, 2018                                   
Class II B-4(2)                  January 7, 2030                                

(1)   Such determination of the Final Scheduled Remittance Dates is based on the
following assumptions: (i) there are no defaults, prepayments or    
    delinquencies with respect to payments due based on the Assumed Contract
Characteristics (set forth in "Yield and Prepayment Considerations" 
herein), (ii) the Seller or Servicer does not exercise its right to 
  purchase the Contracts and the related trust property when the current
balance of the Contracts declines below 10% of the balance of the   
  Contracts as of the Cut-off Date and (iii) excess interest collections
  from the Contracts (after payments of certain required amounts) is not
   used to make accelerated payments of principal to increase the level of
overcollateralization with respect to the Group II Certificates.    

(2)   The Final Scheduled Remittance Date for these Classes is the Remittance   
Date in the month following the date on which the Contracts with the
    latest scheduled maturity date in the relevant group amortizes according
to their terms.                                                     

It is anticipated that the actual final Remittance Date for each Class may occur
earlier than the Final Scheduled Remittance Date. In the event of large losses  
and delinquencies on the Contracts, however, the actual payment on certain of   
the subordinated classes of Certificates may occur later than the Final         
Scheduled Remittance Date and in certain scenarios, holders of such classes may 
incur a loss on their investment.                                               

    We refer you to "Yield and Prepayment Considerations" in this prospectus
supplement for more detail.                                                     

Priority of Distributions                                                       

Group I Certificates: Funds available from payments and other amounts received  
on the Group I Contracts on any Remittance Date (less certain expenses and      
reimbursements) will be distributed in the following order:                     

(i) to pay interest on the Group I Senior Certificates, at their    
respective Remittance Rates together with any previously undistributed          
shortfalls in interest due, on a pro rata basis;                                

 (ii) to pay principal on the Group I Senior Certificates in an amount
equal to the applicable class percentage of a formula amount dictated by        
principal payable on the Group I Contracts for the Remittance Date, in the      
following order of priority:                                                    

o Class I A-1                                                       

o Class I A-2                                                       

o Class I A-3                                                       

o Class I A-4;                                                      

 (iii) first, to pay interest and then to pay principal on the Classes
listed below, in an amount equal to the applicable class percentage of a formula
amount dictated by amount of principal payable on the Group I Contracts for that
Remittance Date, in the following order of priority:                            

o  Class I A-5                                                      

o  Class I M-1                                                      

o  Class I B-1                                                      

o  Class I B-2 (subject, in certain instances, to a floor set forth 
herein);                                                      

(iv) to pay shortfalls, if any, with respect to the Group II        
Certificates; and                                                               

(v) to increase overcollateralization to the required               
overcollateralization level with respect to the Group II Certificates.          

     After payment of the above, the remaining amounts received on the Group I
Contracts will be distributed to pay Vanderbilt (if Vanderbilt is the servicer) 
the servicing fee and to reimburse CHI with respect to any guarantee or         
enhancement payments, in the order of priority set forth herein. Remaining      
amounts will be paid to the holder of the Class R Certificate.                  

Group II Certificates: Funds available from payments and other amounts received 
on the Group II Contracts on any Remittance Date (less certain expenses and     
reimbursements) will be distributed in the following order:                     

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      (i) first to pay interest, and then to pay principal on the Classes listed
below in an amount equal to the applicable class percentage of a formula amount 
dictated by principal payable on the Group II Contracts for that Remittance     
Date, in the following order of priority:                                       

o Class II A-1                                                      

o Class II B-1                                                      

o Class II B-2                                                      

o Class II B-3                                                      

o Class II B-4 (subject, in certain instances, to a floor set forth 
herein)                                                         

(ii) to increase overcollateralization to the required              
overcollateralization level with respect to the Group II Certificates;          

      (iii) to pay shortfalls, if any, with respect to the Group I Certificates;
and                                                                             

      (iv) to any net funds cap carryover amounts (as further described herein),
on a pro rata basis.                                                            

      After payment of the above, the remaining amounts received on the Group II
Contracts will be distributed to pay Vanderbilt (if Vanderbilt is the servicer) 
the servicing fee and to reimburse CHI with respect to any guarantee or         
enhancement payments, in the order of priority set forth herein. Remaining      
amounts will be paid to the holder of the Class R Certificate.                  

We refer you to "Description of the Certificates --Distributions" in this       
prospectus supplement for more detail.                                          

Interest Distributions                                                          

     Interest accrues on the Fixed Rate Certificates during the calendar month
prior to the related Remittance Date on the basis of a 360-day year consisting  
of twelve 30-day months.                                                        

    Interest accrues on the Floating Rate Certificates (other than the first
Remittance Date) based on the actual number of days during the period from the  
Remittance Date in the prior month to the day preceding the related Remittance  
Date and a 360 day year.                                                        

On each Remittance Date, you will be entitled to the following:     

o     Interest at the related Remittance Rate that accrued during the accrual   
period.                                                             

o     Interest due on any prior Remittance Date that was not paid.              

  Your interest entitlement may be reduced as a result of prepayments or
losses on the Contracts.                                                        

We refer you to "Description of the Certificates -- Distributions -- Interest   
Distributions" in this prospectus supplement for more information.              

Principal Distributions                                                         

Group I Certificates:                                                           

o     On each Remittance Date, you will be entitled to receive principal        
    distributions in an amount equal to the applicable class percentage of a
     formula amount dictated by principal payable on the Group I Contracts for
that Remittance Date.                                               

o     Prior to the Remittance Date in December 2004, the applicable class       
    percentage for the Class I A Certificates is expected to be 100% and the
class percentage for the Class I M-1 and Class I B Certificates is  
    expected to be 0%. The Class I A Certificates will receive all principal
distributions in the order of priority set forth herein.            

o     Thereafter, assuming delinquencies, defaults and losses on the Group I    
  Contracts remain below certain thresholds, principal is expected to be
   distributed to the Class I A Certificates, Class I M-1 Certificates and
Class I B Certificates in proportion to their outstanding principal 
balances as further set forth herein.                               

o     Payments to the Class I B-2 Certificates are subject to a floor set forth 
      herein. If principal payments to the Class I B-2 Certificates would reduce
     the Class I B-2 Certificates below the floor such principal payments will
be reallocated to the more senior classes as set forth herein.      

We refer you to "Description of the Certificates --Distributions" in this       
prospectus supplement for more detail.                                          

Group II Certificates:                                                          

o     On each Remittance Date, you will be entitled to receive principal        
    distributions in an amount equal to the applicable class percentage of a
      formula amount dictated by principal payable on the Group II Contracts for
that Remittance Date.                                               

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o     Prior to the Remittance Date in December 2004, the applicable class       
   percentage for the Class II A-1 Certificates is expected to be 100% and
      the class percentage for the Class II B Certificates is expected to be 0%.

o     Thereafter, principal is expected to be distributed to the Class II A-1   
  Certificates and Class II B Certificates (in the order of priority set
  forth herein) in proportion to their outstanding principal balances as
further set forth herein.                                           

o     Payments to the Class II B-4 Certificates are subject to a floor set forth
herein. If principal payments to the Class II B-4 Certificates would
reduce the Class II B-4 Certificate below the floor, such principal 
payments will be reallocated to the more senior classes as set forth
herein.                                                             

We refer you to "Description of the Certificates -- Distributions" in this      
prospectus supplement for more detail.                                          

Credit Enhancement                                                              

   Credit enhancement in the form of subordination should reduce delays in
distributions and losses on certain classes of certificates. The subordination  
feature will support the classes of certificates in varying degrees.            

Group I Certificates                                                            

A.    Subordination                                                             

There are two types of subordination with respect to the Group I    
Certificates:                                                                   

1.    The Group I Senior Certificates will receive distributions of interest    
      prior to distributions of interest made to the other Group I Certificates.
     Until certain distribution tests are met, the Group I Senior Certificates
will receive distributions of principal prior to distributions of   
 principal made to the Group I Subordinate Certificates. Also, on each
Remittance Date, each class of Group I Subordinate Certificates will
      generally receive its interest and principal distribution in the following
order: Class I A-5, Class I M-1, Class I B-1 and Class I B-2; and   

2.    Losses resulting from the liquidation of defaulted Group I Contracts will 
be absorbed by the Group I Subordinate Certificates in the following
order: Class I B-2, Class I B-1, Class I M-1 and Class I A-5.       

We refer you to "Description of the Certificates -- Group I Certificates and the
Senior/Subordinate Structure" and "--Losses on Liquidated Contracts" in this    
prospectus supplement for more detail.                                          

B.    Cross Collateralization Provisions                                        

      Excess amounts generated by the Group II Contracts will fund shortfalls in
the Group I available funds, subject to certain prior requirements  
relating to the Group II Certificates.                              

We refer you to "Description of the Certificates-- Cross Collateralization      
Provisions" in this prospectus supplement for more detail.                      

Group II Certificates                                                           

A.    Subordination                                                             

There are two types of subordination with respect to the Group II   
Certificates:                                                                   

1. The Class II A-1 Certificates will receive distributions of interest prior   
to distributions of interest made to the Class II B Certificates. Until   
certain distribution tests are met, the Class II A-1 Certificates will    
 receive distributions of principal prior to distributions of principal made
 to the Class II B Certificates. Also, on each Remittance Date each class of
  Class II B Certificates will receive its interest and principal distribution
before any other class of Class II B Certificates with a higher numerical 
class designation; and                                                    

2. Losses resulting from the liquidation of defaulted Group II Contracts will be
 absorbed by the Class II B Certificates in reverse order of numerical class
designation.                                                              

We refer you to "Description of the Certificates-- Group II Certificates and the
Senior Subordinate Structure" and "--Losses on Liquidated Contracts" in this    
prospectus supplement for more detail.                                          

B.    Overcollateralization;                                                    
Excess Interest Collections                                         
to Increase Overcollateralization                                   

    Overcollateralization refers to the actual amount by which the aggregate
principal balance of the Group II Contracts exceeds the aggregate   
      principal balance of the Group II Certificates. This excess is intended to
protect against any shortfalls in required payments on the Group II 
Certificates.                                                       

      In certain instances, excess interest collections shall be applied to make
accelerated payments                                                

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of principal to the Class of Group II Certificates then entitled to 
   receive principal. This will cause the outstanding principal balance of
      the Group II Certificates to decrease faster than the principal balance of
 the Group II Contracts, thereby increasing the overcollateralization.

If the overcollateralization is greater than the required           
overcollateralization (which will vary throughout the life of the   
      Certificates), certain amounts will not be applied to reduce the principal
     balance of the Group II Certificates and will be distributed as set forth
herein.                                                             

     We refer you to "Description of the Certificates-- Group II Certificates;
    Overcollateralization Provisions" in this prospectus supplement for more
detail.                                                             

C.    Cross Collaterization Provisions                                          

     Excess amounts generated by the Group I Contracts may fund shortfalls and
   accelerate principal payments for the Group II Certificates, subject to
certain prior requirements relating to the Group I Certificates.    

We refer you to "Description of the Certificates-- Cross Collateralization      
Provisions" in this prospectus supplement for more detail.                      

Optional Repurchase                                                             

If the aggregate pool scheduled principal balance of the Contracts declines     
below 10% of the aggregate pool principal balance as of the Cut-off Date, then  
the Servicer and the Seller (if the Seller is no longer Servicer) each have the 
option to purchase all of the Contracts and the other property in the Trust. If 
the Servicer or Seller purchases all of the Contracts, you will receive a final 
distribution and then the Trust will be terminated.                             

We refer you to "Description of the Certificates-- Optional Termination" in this
prospectus supplement for more detail.                                          

Limited Guarantee of CHI                                                        

CHI will guarantee the payment of interest and principal on the Class I B-2 and 
Class II B-4 Certificates. No other Certificates have the benefit of this       
guarantee.                                                                      

The limited guarantee, if applicable, will be an unsecured general              
obligation of CHI and will not be supported by any letter of credit or other    
enhancement arrangement. See "Incorporation of Certain Documents of CHI by      
Reference" in the Prospectus.                                                   

At CHI's option and subject to certain conditions, such limited guarantee may be
replaced by an alternate credit enhancement. Such credit enhancement may consist
of cash or securities deposited by CHI or any other person in a segregated      
escrow, trust or collateral account or a letter of credit, certificate insurance
policy or surety bond provided by a third party.                                

We refer you to "Description of the Certificates-- Limited Guarantee of CHI" and
"-- Alternate Credit Enhancement" in this prospectus supplement for more detail.

Advances                                                                        

If the Servicer reasonably believes that cash advances can be recovered from a  
delinquent obligor then the Servicer will make cash advances to the Trust Fund  
to cover delinquent scheduled payments on the Contracts. The Servicer will make 
advances to maintain a regular flow of scheduled interest and principal payments
on the Certificates, not to guarantee or insure against losses. The Trust Fund  
will reimburse the Servicer for such advances.                                  

We refer you to "Description of the Certificates-- Advances" in this prospectus 
supplement for more detail.                                                     

Federal Income Tax Consequences                                                 

For federal income tax purposes:                                                

o     An election will be made to treat the Trust Fund as a "real estate        
mortgage investment conduit," or REMIC.                             

o     Each class of Certificates other than the Class R Certificate will be     
    "regular interests" in the REMIC and will be treated as debt instruments
of the REMIC.                                                       

o     The Class R Certificate will represent the beneficial ownership of the    
      sole class of "residual interest" in the REMIC. Certain types of investors
may not purchase the Class R Certificate.                           

We refer you to "Certain Federal Income Tax Consequences" in this prospectus    
supplement and in the prospectus for more detail.                               

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ERISA Considerations                                                            

The fiduciary responsibility provisions of the Employee Retirement Income       
Security Act of 1974 (ERISA) and Section 4975 of the Internal Revenue Code of   
1986 (the Code) can limit investments by certain pension and other employee     
benefit plans. For example, the acquisition of Certificates by certain plans may
be considered a "prohibited transaction" under ERISA; however, certain          
exemptions from the prohibited transactions rules could apply. If you are a     
fiduciary of a pension or other employee benefit plan which is subject to ERISA 
or section 4975 of the Code, you should consult with your counsel regarding the 
applicability of the provisions of ERISA and the Code before purchasing a       
Certificate.                                                                    

Subject to the considerations and conditions described under "ERISA             
Considerations" in this prospectus supplement and prospectus, it is expected    
that pension or employee benefit plans subject to ERISA or Section 4975 of the  
Code may purchase the Class I A-1, Class I A-2, Class I A-3, Class I A-4 and    
Class II A-1 Certificates.                                                      

We refer you to "ERISA Considerations" in this prospectus supplement and in the 
prospectus.                                                                     

Legal Investment                                                                

The Class II A-1 and Class II B-1 Certificates will be "mortgage related        
securities" for purposes of the Secondary Mortgage Market Enhancement Act of    
1984 ("SMMEA"), as long as they are rated in one of the two highest rating      
categories by at least one nationally recognized statistical rating             
organization.                                                                   

The other Certificates will not be "mortgage related securities" for purposes of
SMMEA.                                                                          

We refer you to "Legal Investment Considerations" in this prospectus supplement 
and in the prospectus for more detail.                                          

Certificate Rating                                                              

The Trust Fund will not issue the Offered Certificates unless they have been    
assigned the ratings designated on page S-3.                                    

A rating is not a recommendation to buy, sell or hold securities and may be     
subject to revision or withdrawal at any time by either rating agency.          

We refer you to "Certificate Rating" in this prospectus supplement for more     
detail.                                                                         

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RISK FACTORS

 You should carefully consider the following risk factors prior to any
purchase of certificates. You should also carefully consider the information set
forth under "Risk Factors" in the prospectus.                                   

Prepayments on Contracts May Adversely Affect Yield of Offered Certificates     

The rate of principal distributions and the average life of your    
Certificates will be directly related to the rate of principal payments on the  
Contracts. Obligors may prepay a Contract in full or in part at any time. The   
Contracts do not impose any prepayment penalties. For example, the rate of      
principal payments on the Contracts will be affected by the following:          

o   the amortization schedules of the Contracts;              

       o   partial prepayments and prepayments resulting from refinancing by
obligors;                                             

o   liquidations of defaulted Contracts by the Servicer;      

o   repurchases of Contracts by the Seller due to defective   
            documentation or breaches of representations and warranties in the
pooling and servicing agreement; and                  

   o   the optional purchase by the Seller or Servicer of all of the
    Contracts in connection with the termination of the Trust.

 Prepayments on the Contracts are influenced by a variety of economic,
geographic, social and other factors. For example, if interest rates for similar
contracts fall below the interest rates on the Contracts, the rate of prepayment
would generally be expected to increase. Conversely, if interest rates on       
similar contracts rise above the interest rates on the Contracts, the rate of   
prepayment would generally be expected to decrease.                             

    We cannot predict the rate at which obligors will repay their contracts.
Please consider the following:                                                  

       o   If you are purchasing a Certificate at a discount, your yield may
             be lower than expected if principal payments on the Contracts occur
at a slower rate than you expected.                   

         o   If you are purchasing a Certificate at a premium, your yield may be
             lower than expected if principal payments on the Contracts occur at
a faster rate than you expected.                      

       o   The earlier a payment of principal occurs, the greater the impact
        on your yield. For example, if you purchase a Certificate at a
     premium, although the average rate of principal payments is
     consistent with your expectations, if the rate of principal
         payments occurs initially at a rate higher than expected, which
          would adversely impact your yield, a subsequent reduction in the
      rate of principal payments will not offset any adverse yield
effect.                                               

       o   In addition, in the event a Contract is prepaid in full, interest
             on such Contract will cease to accrue on the date of prepayment. If
           such prepayments and related interest shortfalls are sufficiently
       high in a month, with respect to a group of Certificates, the
          amount available for the next Remittance Date could be less than
             the amount of principal and interest that would be distributable to
   the applicable Certificateholders, in the absence of such
shortfalls.                                           

    We refer you to "Yield and Prepayment Considerations" in this prospectus
supplement for more detail.                                                     

Risks of Holding Subordinate Certificates                                       

The protections afforded the Senior Certificates in this transaction
create risks for the Subordinate Certificates. Before purchasing Subordinate    
Certificates, you should consider the following factors that may negatively     
impact your yield:                                                              

       o    Because the Subordinate Certificates receive distributions after
              the Senior Certificates, there is a greater likelihood that one or
         more classes of Subordinate Certificates will not receive the
            distributions to which they are entitled on any Remittance Date.

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    o   If the Servicer determines not to advance a delinquent payment
            because such amount is not recoverable from an obligor, there will
        be a shortfall in distributions on the Certificates which will
initially impact the Subordinate Certificates.        

      o   The Subordinate Certificates are not entitled to a proportionate
    share of principal payments on the Contracts until (a) the
        beginning of the fifth year after the Closing Date and (b) the
    satisfaction of certain delinquency and performance tests.

       o   With respect to each Group of Certificates, losses resulting from
           the liquidation of defaulted Contracts will initially be absorbed
            by the related Subordinate Certificates. The liquidation losses on
        the Group I Contracts and resulting deficiencies in the amount
       available to pay the Group I Certificates will, in effect, be
           absorbed by the Group I Subordinate Certificates in the following
           order: Class I B-2, Class I B-1, Class I M-1 and Class I A-5. The
    liquidation losses on the Group II Contracts and resulting
  deficiencies in the amount available to pay the Group II
   Certificates will, in effect, be absorbed by the Group II
        Subordinate Certificates in the following order: Class II B-4,
Class II B-3, Class II B-2 and Class II B-1.          

        o   The earlier a loss on a Contract occurs, the greater the impact on
yield.                                                

      o   The risks presented in this section are more severe for the more
             subordinate classes of Certificates (i.e. Class I B-1, Class I B-2,
  Class II B-3 and Class II B-4 Certificates). No class of
     Subordinate Certificates will receive a distribution on any
      Remittance Date prior to the class or classes of Subordinate
            Certificates of a higher priority. With limited exceptions, losses
      on the Contracts are allocated to the most junior classes of
           Certificates outstanding. In addition, if losses on the Contracts
     exceed certain levels, the amounts that these classes would
             otherwise receive will be distributed to the classes of Subordinate
Certificates with a higher priority.                  

     Please review "Description of the Certificates" and "Yield and Prepayment
Considerations" in this prospectus supplement for more detail.                  

Limited Source of Payments - No Recourse to Seller, Servicer or Trustee         

   The Contracts are the sole source of distributions for the Certificates
(except to the extent of the limited guarantee or alternate credit enhancement  
in respect to the Class I B-2 and Class II B-4 Certificates). The Certificates  
do not represent an interest in or obligation of the Seller, the Servicer, the  
Trustee or any of their affiliates, except for (i) the limited obligations of   
the Seller with respect to certain breaches of its representations and          
warranties, (ii) the Servicer with respect to its servicing obligations and     
(iii) CHI, as the provider of the Limited Guarantee with respect to the Class I 
B-2 and Class II B-4 Certificates. Neither the Certificates nor the Contracts   
will be guaranteed by or insured by any governmental agency or instrumentality, 
the Seller, the Servicer, the Trustee or any of their affiliates (except to the 
extent of the limited guarantee in respect to the Class I B-2 and Class II B-4  
Certificates). Consequently, if payments on the Contracts are insufficient to   
make all payments required on the Certificates you may incur a loss on your     
investment.                                                                     

Limited Guarantee of CHI is an Unsecured General Obligation of CHI              

The Limited Guarantee, if applicable, will be an unsecured general  
obligation of CHI and will not be supported by any letter of credit or other    
enhancement arrangement.                                                        

See "Where You Can Find More Information" in the prospectus.        

Alternate Credit Enhancement may be Exhausted and Result in Losses              

If CHI has replaced the Limited Guarantee with an Alternate Credit  
Enhancement and such Alternate Credit Enhancement is exhausted, CHI has no      
obligation to replace such enhancement. Consequently, the Class I B-2 and Class 
II B-4 Certificates may bear a greater risk relating to losses on the Contracts 
than if the Limited Guarantee was in place and CHI was able to make payments    
pursuant to the Limited Guarantee.                                              

Lack of Secondary Market for the Offered Certificates                           

     The Underwriters intend to make a market for the purchase and sale of the
Offered Certificates after their initial issuance but have no obligation to do  
so. There is currently no secondary market for the Offered                      

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Certificates. We cannot give you any assurance that such a secondary market will
develop or, if it develops, that it will continue. Consequently, you may not be 
able to sell your Certificates readily or at prices that will enable you to     
realize your desired yield. Your limited ability to resell your certificates    
could adversely affect the market value of your certificates and result in      
losses to you.                                                                  

      The secondary markets for asset backed securities have experienced periods
of illiquidity and can be expected to do so in the future. Illiquidity can have 
a severely adverse effect on the prices of securities that are especially       
sensitive to prepayment, credit or interest rate risk, or that have been        
structured to meet the investment requirements of limited categories of         
investors.                                                                      

    In addition, the Group I Certificates and the Class II B-2, Class II B-3
and Class II B-4 Certificates will not constitute "mortgage related securities" 
for purposes of the Secondary Mortgage Market Enhancement Act of 1984 ("SMMEA").
Accordingly, many institutions with legal authority to invest in SMMEA          
securities will not be able to invest in such Certificates, limiting the market 
for such securities.                                                            

Geographic Concentration and Depreciation in Value of Manufactured Homes        

   An investment in the Certificates evidencing interests in the Contracts
may be affected by, among other things, a downturn in regional or local economic
conditions. These regional or local economic conditions are often volatile and  
historically have affected the delinquency, loan loss and repossession          
experience of manufactured housing installment sales contracts. The geographic  
location of the Manufactured Homes is set forth in "The Contract Pool" herein.  

Moreover, regardless of its location, manufactured housing generally
depreciates in value. Consequently, the market value of the Manufactured Homes  
could be or become lower than the principal balances of the related Contracts.  
See "The Contract Pool" herein.                                     

Certain Matters Relating to Insolvency                                          

      If Vanderbilt becomes involved in bankruptcy proceedings, distributions to
you could be delayed or reduced.                                                

 Please review "Risk Factors--If Vanderbilt Mortgage and Finance, Inc.
becomes insolvent, there may be delays or reductions in distributions on your   
certificates" in the prospectus for more detail.                                

Security Interests and Certain Other Aspects of the Contracts                   

    A variety of factors may limit the ability of the Servicer, on behalf of
the Certificateholders, to realize upon the Manufactured Homes or other property
securing the contracts or may limit the amount realized to less than the amount 
due.                                                                            
    See "Risk Factors--Risks relating to enforceability of the contracts" in
the prospectus.                                                                 

Consequences of Owning Book-Entry Certificates                                  

    Limit on Liquidity of Certificates. Issuance of the Offered Certificates
in book-entry form (the "Book-Entry Certificates") may reduce the liquidity of  
such certificates in the secondary trading market since investors may be        
unwilling to purchase certificates for which they cannot obtain physical        
certificates.                                                                   

Limit on Ability to Transfer or Pledge. Since transactions in the   
Book-Entry Certificates can be effected only though DTC, Cedel, Euroclear,      
participating organizations, indirect participants and certain banks, your      
ability to transfer or pledge a Book-Entry Certificate to persons or entities   
that do not participate in the DTC, Cedel or Euroclear system or otherwise to   
take actions in respect of such certificates, may be limited due to lack of a   
physical certificate representing the Book-Entry Certificates.                  

    Delays in Distributions. You may experience some delay in the receipt of
distributions on the Book-Entry Certificates since the distributions will be    
forwarded by the Trustee to DTC for DTC to credit the accounts of its           
participants which will thereafter credit them to your account either directly  
or indirectly through indirect participants, as applicable.                     

Please review "Description of the Certificates--Registration of the 
Offered Certificates" in this prospectus supplement for more detail.            

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Basis  Risk  with  Respect  to  the  Class  I  A-1  Certificates  and  Group  II
Certificates                                                                    

  With respect to the Group I Contracts, interest will accrue at a fixed
rate which may differ from the LIBOR based rate generally payable to the holders
of the Class I A-1 Certificates. Moreover, interest rates on the Group I        
Contracts do not adjust while the rate on the Class I A-1 Certificates does     
adjust. Accordingly, the amount of collections with respect to interest on the  
Group I Contracts available to pay interest on the Class I A-1 Certificates     
(which may have increased) and other amounts due on the Class I A-1 Certificates
during such period may be less than would be the case if the interest rates on  
the Group I Contracts matched the index and adjustment frequency of the Class I 
A-1 Certificates.                                                               

   With respect to the Group II Contracts, interest will accrue on indices
which may differ from the LIBOR based rates generally payable to the holders of 
the Group IICertificates. Moreover, interest rates on the Group II Contracts    
generally adjust less frequently than the rates on the Group II Certificates.   
Accordingly, the amount of collections with respect to interest on the Group II 
Contracts available to pay interest on the Group II Certificates (which may have
increased) and other amounts due on the Group II Certificates during such period
may be less than would be the case if the interest rates on the Group II        
Contracts matched the index and adjustment frequency of the Group II            
Certificates.                                                                   

Risks Associated With Year 2000 Compliance                                      

      The Servicer is faced with the task of completing its goals for compliance
in connection with the year 2000 issue. The year 2000 issue is the result of    
prior computer programs being written using two digits to define the applicable 
year. Any computer programs that have time-sensitive software may recognize a   
date using "00" as the year 1900 rather than the year 2000. Any such occurrence 
could result in a major computer system failure or miscalculations. Although the
Servicer believes its computer systems are year 2000 compliant, it is presently 
engaged in various procedures to determine if the computer systems and software 
of its suppliers, customers, brokers and agents will be year 2000 compliant.    

In the event that the Servicer, any sub-servicer or any of their    
suppliers, customers, brokers or agents do not successfully and timely achieve  
year 2000 compliance, the Servicer's performance of its obligations under the   
pooling and servicing agreement could be adversely affected. This could result  
in delays in processing payments on the Contracts and could cause a delay in    
distributions to you.                                                           

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 THE CONTRACT POOL

      The  "Contracts"  consist of fixed  rate and  variable  rate  manufactured
housing  installment  sales  contracts  and  installment  loan  agreements  (the
"Manufactured Housing Contracts") and mortgage loans (the "Mortgage Loans"). The
Manufactured Housing Contracts are secured by security interests in manufactured
homes, as defined herein (the "Manufactured Homes"), purchased with the proceeds
of  the  Contracts   and,  with  respect  to  certain  of  the  Contracts   (the
"Land-and-Home  Contracts"),  secured  by liens on the real  estate on which the
related Manufactured Homes are located. The Mortgage Loans are secured by one-to
four-family  residential  properties  (the "Mortgaged  Properties").  All of the
Contracts  in the Trust  Fund (the  "Contract  Pool")  have  been  purchased  or
originated  by  Vanderbilt   Mortgage  and  Finance,   Inc.  (the  "Company"  or
"Vanderbilt").  The Contracts,  as of origination,  were secured by Manufactured
Homes or Mortgaged Properties located in 44 states. The statistical  information
presented in this Prospectus Supplement concerning the Contract Pool is based on
the Contract Pool of Contracts as of the Cut-off Date.                          

      A  description  of the  Company's  general  practice  with  respect to the
origination  or  purchase,  on an  individual  basis,  of  manufactured  housing
contracts is set forth under "Underwriting Policies" in the Prospectus.         

      Under the pooling  and  servicing  agreement  dated as of October 26, 1999
among the Seller, CHI and the Trustee (the "Agreement"),  the Manufactured Homes
are required to comply with the  requirements of certain federal  statutes which
generally would require the  Manufactured  Homes to have a minimum of 400 square
feet of  living  space  and a minimum  width of 102  inches  and to be of a kind
customarily  used at a fixed  location.  Such  statutes  would also  require the
Manufactured  Homes  to be  transportable  in one or more  sections,  built on a
permanent  chassis  and  designed  to be used  as  dwellings,  with  or  without
permanent   foundations,   when  connected  to  the  required   utilities.   The
Manufactured  Homes are also  required to include  the  plumbing,  heating,  air
conditioning,   and  electrical  systems  therein.  Management  of  the  Company
estimates  that in excess of 95% of the  Manufactured  Homes are used as primary
residences  by the Obligors  under the  Contracts  secured by such  Manufactured
Homes.                                                                          

      The Agreement  requires the Servicer to maintain hazard insurance policies
with  respect to each  Manufactured  Home  (other  than a  Manufactured  Home in
repossession)  in the amounts and manner set forth herein under  "Description of
the  Certificates--Servicing"  in the Prospectus.  Generally, no other insurance
will be maintained with respect to the Manufactured  Homes, the Contracts or the
Contract Pool.                                                                  

      The Company will cause to be conveyed to the Trustee the Contracts and all
rights to receive payments on the Contracts that have not been received prior to
October 26, 1999 (the "Cut-off Date"), including any such payments that were due
prior to such date but were not received prior to such date.  Payments due on or
after October 26, 1999,  that have been received by the Company prior to October
26,  1999 will be the  property of the Company and will not be part of the Trust
Fund.  The Servicer will retain  physical  possession of the Contract  documents
(other than certain  documents  related to the  Land-and-Home  Contracts and the
Mortgage Loans which will be held by a custodian on behalf of the Trustee).  See
"Description of the Certificates--Conveyance of Contracts" herein.              

      The Contract Pool will have an aggregate  outstanding principal balance as
of the Cut-off Date of $287,188,126.63  (subject to a permitted variance of plus
or minus 5%) (the "Cut-off  Date Pool  Principal  Balance")  consisting of 7,635
Contracts.  Each Contract was originated on or after July 29, 1989. 6,904 of the
Contracts,  having an aggregate  outstanding principal balance as of the Cut-off
Date of approximately $253,280,800.17, are manufactured housing installment sale
contracts  originated  by  manufactured  housing  dealers and  purchased  by the
Company from such dealers or originated by the Company. Certain of these dealers
are  affiliates  of CHI the parent of the  Company.  The Company  purchased  the
remaining 731 Contracts, having an aggregate outstanding principal balance as of
the  Cut-off  Date of  approximately  $33,907,326.46  from  different  financing
companies and financial institutions.                                           

      Approximately 8.01% of the Contracts (the "21st Century Contracts") having
an  aggregate   outstanding   principal  balance  as  of  the  Cut-off  Date  of
approximately  $23,006,963.82  were  originated  or  acquired  by  21st  Century
Mortgage Corporation,  a Delaware corporation ("21st Century"). 21st Century was
founded in 1995 for the  origination,  acquisition and servicing of manufactured
housing  contracts like the  Contracts.  Certain of the officers of 21st Century
were  previously  officers of the Company and the President of the Company is on
the Board of Directors of 21st Century.  CHI is a minority  stockholder  of 21st
Century.  21st Century will act as subservicer  for the 21st Century  Contracts.
The Servicer,  however,  will remain  primarily  liable for the servicing of the
21st Century Contracts.  The underwriting standards employed by 21st Century are
similar to the standards used by the Company.                                   

      While  the  21stCentury   Contracts  were  originated  using  underwriting
guidelines  similar to those of the Company,  there can be no assurance that the
losses and  delinquencies on the 21st Century  Contracts will not be higher than
the other Contracts.                                                            

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      Approximately  14.58% of the  Contracts  having an  aggregate  outstanding
principal  balance as of the Cut-off Date of  approximately  $41,886,021.92  are
re-financed   contracts   originated   by  the  Company.   Of  such   Contracts,
approximately  $16,111,089.87 by aggregate  outstanding  principal balance as of
the Cut-off Date are cash-out refinancings.                                     

      Approximately  11.85% of the  Contracts  having an  aggregate  outstanding
principal  balance as of the Cut-off Date of  approximately  $34,026,465.66  are
Land-and-Home Contracts.                                                        

      Approximately  2.49% of the  Contracts  having  an  aggregate  outstanding
principal balance of $7,144,948.45 are Mortgage Loans.                          

      Each Group I Contract  will bear a fixed  contract  rate of interest  (the
"APR").  Most of the  Contracts,  other than  "step-up  rate"  Contracts and the
Escalating  Principal  Payment  Contracts  described  below,  provide  for level
payments  over  the  entire  term of the  Contract.  The APR of a  step-up  rate
Contract  steps up on a particular  date from its initial APR. As of the Cut-off
Date  approximately  0.02% of the Contracts by aggregate  outstanding  principal
balance are step-up rate Contracts which are still bearing interest at less than
their maximum APR. With respect to such step-up rate Contracts, the total amount
and the  principal  portion of each  scheduled  payment is determined on a basis
that  would  cause  the  Contract  to be  fully  amortized  over its term if the
Contract  were to bear  interest  during its entire  term at its initial APR and
were to have level payments over its entire term. The total amount and principal
portion of each  scheduled  payment due once the  Contracts  are  bearing  their
respective  fully stepped-up rates is determined on a basis that would cause the
Contract (which would then be bearing interest at a stepped-up rate) to be fully
amortized over its remaining term on a level-payment basis.  Approximately 0.02%
of the Contracts by aggregate  outstanding  principal  balance as of the Cut-off
Date provide for one remaining rate increase and will increase by  approximately
1.21% within the next six months.  Vanderbilt  has  represented  that all of the
Contracts will be at their fully stepped-up rate by April 1, 2000.              

      Approximately  26.46% of the  Contracts  (the  "Bi-weekly  Contracts")  by
aggregate  outstanding  principal  balance as of the Cut-off Date have bi-weekly
scheduled  payments  of  principal  and  interest.  Approximately  0.01%  of the
Contracts  have  semi-monthly  scheduled  payments  of  principal  and  interest
("Semi-Monthly  Contracts").   The  remainder  of  the  Contracts  have  monthly
scheduled  payments of principal  and interest.  Under a Bi-weekly  Contract the
obligor authorizes the Company to automatically  debit the obligor's account for
the payment of each scheduled payment. If the obligor terminates such account or
the  authorization  of the Company to debit such  account,  then such  Bi-weekly
Contract is converted to a Contract with scheduled monthly payments.            

      Approximately  0.01% of the Contracts by aggregate  outstanding  principal
balance  as of the  Cut-off  Date  provide  for an annual  increase  in  monthly
payments  over the first five years of the term of the Contract with an original
Contract term of 36 years,  and none of the Contracts by  outstanding  principal
balance  as of the  Cut-off  Date  provide  for an annual  increase  in  monthly
payments  over the first five years of the term of the Contract with an original
Contract term of 21 years,  in each case  providing  initially for lower monthly
payments than if the contract were of a shorter amortization term (collectively,
the "Escalating Principal Payment Contracts").  The Escalating Principal Payment
Contracts  automatically convert to a shorter amortization term, and the monthly
payment increases  accordingly.  At year six, the monthly payment increases to a
level monthly  payment which fully  amortizes  the  remaining  principal  over a
twelve year term with respect to the 36-year  original  term or seven years with
respect  to the  21-year  term.  There  is no  period  in which  the  Escalating
Principal Payment Contracts have negative amortization.                         

      Each  Contract in Group I has a fixed annual  percentage  rate of interest
and, except for the Escalating  Principal Payment Contracts,  generally provides
for level payments over the term of such Contract. Each Contract in Group II has
an adjustable APR, as further  described  herein.  Each Contract fully amortizes
the principal balance of the Contract over the term of the Contract.  All of the
Contracts are actuarial  obligations.  The portion of each scheduled payment for
any Contract  allocable  to principal is equal to the total amount  thereof less
the portion allocable to interest.  The portion of each scheduled payment due in
a particular  month that is allocable to interest is a precomputed  amount equal
to one  month's  interest  (or 14  days'  interest  in the  case of a  Bi-weekly
Contract  and one-half of one month's  interest in the case of any  Semi-Monthly
Contract) on the principal  balance of the Contract,  which principal balance is
determined by reducing the initial principal balance by the principal portion of
all  scheduled  payments  that  were due in prior  months  (whether  or not such
scheduled   payments  were  timely  made)  and  all  prior   partial   principal
prepayments.  Thus, each payment allocated to a scheduled monthly,  bi-weekly or
semi-                                                                           

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monthly  payment of a Contract  will be applied to interest  and to principal in
accordance with such precomputed  allocation whether such scheduled payments are
received in advance of or  subsequent to the day of the month (or in the case of
a Bi-weekly  Contract or any  Semi-Monthly  Contract,  each day in the month) on
which each  scheduled  payment of  principal  and interest is due on a Contract,
exclusive  of any days of grace (the "Due Date").  All payments  received on the
Contracts  (other than  payments  allocated  to items other than  principal  and
interest or payments sufficient to pay the outstanding  principal balance of and
all accrued and unpaid interest on such Contracts) will be applied when received
to current and any previously  unpaid scheduled monthly payments in the order of
the Due Dates of such payments and any payments that exceed the amount necessary
to bring the Contract current are applied to the partial prepayment of principal
of the Contract.                                                                

      In  certain   instances,   the  Company   finances  the  purchase  of  the
Manufactured  Home and  takes as  additional  security  a  mortgage  on the real
property  on which the  Manufactured  Home is located  or, in certain  cases,  a
mortgage on other  property  pledged on behalf of the  obligor.  The Company may
also take a mortgage  on the real  property  on which the  Manufactured  Home is
located in lieu of a down payment in the form of cash or the value of a trade-in
unit,  or as  additional  security.  Approximately  19.76% of the  Contracts  by
outstanding  principal  balance as of the Cut-off Date are secured by a mortgage
on the real property on which the Manufactured Home is located in lieu of a down
payment in the form of cash or the value of a trade-in  unit. See "Certain Legal
Aspects of the Contracts" in the Prospectus.                                    

Group I Contracts                                                               

      As of the Cut-off Date, the aggregate outstanding principal balance of the
Group I Contracts will equal $154,919,226.84 (subject to a permitted variance of
plus or minus 5%) (the "Group I Cut-off Date Principal Balance").  58.74% of the
Group I Contracts by aggregate  outstanding  principal balance as of the Cut-off
Date are  secured by  Manufactured  Homes which were new at the time the related
Group I  Contracts  were  originated  and  41.26%  of the Group I  Contracts  by
aggregate  outstanding  principal  balance as of the Cut-off Date are secured by
Manufactured  Homes  which were used at the time the  related  Group I Contracts
were  originated.  Each Group I Contract  has an APR of at least  7.750% and not
more than 18.000%.  The weighted  average APR of the Group I Contracts as of the
Cut-off Date is  approximately  10.452%.  The Group I Contracts  have  remaining
maturities  as of the  Cut-off  Date of at least 35 months but not more than 360
months  and  original  maturities  of at least 36  months  but not more than 361
months.  As of the Cut-off Date,  the Group I Contracts  had a weighted  average
original term to scheduled  maturity of approximately 241 months, and a weighted
average remaining term to scheduled  maturity of approximately  238 months.  The
remaining  term to stated  maturity  of a Group I Contract  is as of the Cut-off
Date. The average  outstanding  principal balance of the Group I Contracts as of
the Cut-off Date was $35,483.10. The weighted average loan-to-value ratio at the
time  of  origination  of  the  Group  I  Contracts  was  approximately  85.34%.
Generally,  "value" in such  calculation is equal to the sum of the down payment
(which  includes the value  allocated  to any  trade-in  unit or land pledged as
additional security or in lieu of a down payment),  the original amount financed
on the related  Contract,  which may include sales and other taxes,  and, in the
case of a Land-and-Home Contract, the value of the land securing the Contract as
estimated by the dealer.  Manufactured Homes, unlike site-built homes, generally
depreciate  in  value,  and it has  been the  Company's  experience  that,  upon
repossession,  the market value of a  Manufactured  Home securing a manufactured
housing  contract is generally  lower than the principal  balance of the related
manufactured housing contract. The Group I Contracts are secured by Manufactured
Homes and/or real estate  located in 44 states.  Approximately  18.96%,  10.31%,
9.01%, 6.95%, 5.54%, and 5.51% of the Group I Contracts by aggregate outstanding
principal  balance as of the Cut-off Date were secured by Manufactured  Homes or
real  estate  located  in Texas,  Tennessee,  North  Carolina,  Michigan,  South
Carolina and Virginia,  respectively. No other state represented more than 4.86%
of the Group I Contracts by aggregate  outstanding  principal  balance as of the
Cut-off Date.                                                                   

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GROUP I STATISTICS

      Set forth below is a description of certain additional  characteristics of
the Group I Contracts as of the Cut-off Date. Percentages may not add to 100.00%
due to rounding. Totals may not add to aggregate balances due to rounding.      

      Geographical  Distribution of Manufactured Homes as of Origination - Group
I Contracts                                                                     

                                                        · Enlarge/Download Table


                                                                                            Percentage of  
                                                                                          Group I Contracts
                                                     Number of      Aggregate Principal    by Outstanding  
                                                     Contracts      Balance Outstanding   Principal Balance
State                                           As of Cut-off Date  As of Cut-off Date   As of Cut-off Date
---------                                       ------------------  ------------------   ------------------
                                                                                                           
Alabama .......................................           69            $  2,096,504           1.35%       
Arizona .......................................          136               5,460,718           3.52        
Arkansas ......................................           50               1,770,055           1.14        
California ....................................           15                 891,690           0.58        
Colorado ......................................          110               4,059,301           2.62        
Connecticut ...................................            1                  21,570           0.01        
Delaware ......................................           22                 819,034           0.53        
Florida .......................................          172               7,524,031           4.86        
Georgia .......................................           98               3,512,776           2.27        
Idaho .........................................           16                 673,530           0.43        
Illinois ......................................           35               1,296,104           0.84        
Indiana .......................................           72               2,081,362           1.34        
Iowa ..........................................           66               2,126,232           1.37        
Kansas ........................................           21                 670,909           0.43        
Kentucky ......................................          139               4,119,050           2.66        
Louisiana .....................................          127               4,210,726           2.72        
Maryland ......................................           33               1,013,237           0.65        
Massachusetts .................................            4                 227,177           0.15        
Michigan ......................................          302              10,759,455           6.95        
Minnesota .....................................           95               3,225,697           2.08        
Mississippi ...................................           52               1,843,235           1.19        
Missouri ......................................          144               4,741,097           3.06        
Montana .......................................           10                 276,665           0.18        
North Carolina ................................          400              13,965,195           9.01        
North Dakota ..................................            8                 229,385           0.15        
Nebraska ......................................            3                 103,562           0.07        
Nevada ........................................            3                 122,830           0.08        
New Jersey ....................................            5                 305,902           0.20        
New Mexico ....................................           63               2,361,109           1.52        
New York ......................................           52               2,082,676           1.34        
Ohio ..........................................          125               3,699,199           2.39        
Oklahoma ......................................           45               1,538,275           0.99        
Oregon ........................................           28               1,082,959           0.70        
Pennsylvania ..................................           32               1,064,092           0.69        
South Carolina ................................          247               8,587,199           5.54        
South Dakota ..................................            2                  64,573           0.04        
Tennessee .....................................          479              15,972,868          10.31        
Texas .........................................          788              29,379,577          18.96        
Utah ..........................................            3                 230,218           0.15        
Virginia ......................................          232               8,542,097           5.51        
Washington ....................................            4                 286,670           0.19        
West Virginia .................................            5                 112,350           0.07        
Wisconsin .....................................           52               1,747,385           1.13        
Wyoming .......................................            1                  20,950           0.01        
                                                ------------            ------------         ------        
    Total .....................................        4,366            $154,919,227         100.00%       
                                                ============            ============         ======        

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 Years of Origination of Contracts - Group I Contracts

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                                                                                                 Percentage of  
                                                                                               Group I Contracts
                                                          Number of      Aggregate Principal    by Outstanding  
                                                          Contracts      Balance Outstanding   Principal Balance
Year of Origination                                  As of Cut-off Date  As of Cut-off Date   As of Cut-off Date
---------------------------------                    ------------------  ------------------   ------------------

                                                                                                                
1989 ...............................................            1            $     17,610             0.01%     
1991 ...............................................            2                  55,023             0.04      
1992 ...............................................            2                  62,486             0.04      
1993 ...............................................            6                 120,603             0.08      
1994 ...............................................            3                  81,369             0.05      
1995 ...............................................            6                 192,194             0.12      
1996 ...............................................           15                 464,560             0.30      
1997 ...............................................            4                 152,328             0.10      
1998 ...............................................          305              16,332,772            10.54      
1999 ...............................................        4,022             137,440,283            88.72      
                                                            -----             -----------           ------      
  Total ............................................        4,366            $154,919,227           100.00%     
                                                            =====             ===========          =======      

 Distribution of Original Contract Amounts - Group I Contracts

                                                        · Enlarge/Download Table

                                                                                                 Percentage of   
                                                                                               Group I Contracts 
                                                          Number of      Aggregate Principal    by Outstanding   
                                                          Contracts      Balance Outstanding   Principal Balance 
   Original Contract Amount                          As of Cut-off date  As of Cut-off Date   As of Cut-off Date 
---------------------------                          ------------------  ------------------   -------------------
                                                                                                                 
 $  5,000.01  - $  10,000.00 .......................           99               $ 798,000             0.52%      
   10,000.01  -    15,000.00 .......................          297               3,770,498             2.43       
   15,000.01  -    20,000.00 .......................          424               7,434,346             4.80       
   20,000.01  -    25,000.00 .......................          560              12,612,703             8.14       
   25,000.01  -    30,000.00 .......................          591              16,201,974            10.46       
   30,000.01  -    35,000.00 .......................          532              17,247,719            11.13       
   35,000.01  -    40,000.00 .......................          402              14,978,427             9.67       
   40,000.01  -    45,000.00 .......................          375              15,871,168            10.24       
   45,000.01  -    50,000.00 .......................          291              13,717,346             8.85       
   50,000.01  -    55,000.00 .......................          217              11,336,159             7.32       
   55,000.01  -    60,000.00 .......................          152               8,686,377             5.61       
   60,000.01  -    70,000.00 .......................          117               7,247,127             4.68       
   65,000.01  -    75,000.00 .......................           83               5,573,525             3.60       
   70,000.01  -    80,000.00 .......................           57               4,107,177             2.65       
   75,000.01  -    85,000.00 .......................           38               2,921,331             1.89       
   80,000.01  -    90,000.00 .......................           38               3,137,085             2.02       
   85,000.01  -    95,000.00 .......................           23               1,995,694             1.29       
   90,000.01  -   100,000.00 .......................           24               2,145,742             1.39       
   95,000.01  -   105,000.00 .......................           14               1,354,295             0.87       
  100,000.01  -   110,000.00 .......................            8                 822,090             0.53       
  105,000.01  -   115,000.00 .......................            4                 430,398             0.28       
  110,000.01  -   120,000.00 .......................            3                 339,669             0.22       
  115,000.01  -   125,000.00 .......................            5                 589,442             0.38       
  120,000.01  -   130,000.00 .......................            1                 120,815             0.08       
  125,000.01  -   130,000.00 .......................            3                 379,102             0.24       
  130,000.01  -   140,000.00 .......................            4                 520,629             0.34       
  140,000.01  -   145,000.00 .......................            2                 283,281             0.18       
  145,000.01  -   150,000.00 .......................            2                 297,107             0.19       
                                                            -----            ------------           ------       
               Total ...............................        4,366            $154,919,227           100.00%      
                                                            =====            ============           ======       

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Distribution of Original Loan-to-Value Ratios(1) - Group I Contracts

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                                                                                                Percentage of  
                                                                                              Group I Contracts
                                                          Number of     Aggregate Principal    by Outstanding  
      Original                                           Contracts      Balance Outstanding   Principal Balance
 Loan-to-Value Ratio                                As of Cut-off Date  As of Cut-off Date   As of Cut-off Date
----------------------                              ------------------  ------------------   ------------------
                                                                                                               
Less than 61.000% .................................          285          $ 6,575,727                4.24%     
61.000% - 65.999% .................................          155            4,868,351                3.14      
66.000  - 70.999 ..................................          203            6,860,107                4.43      
71.000  - 75.999 ..................................          284            9,540,979                6.16      
76.000  - 80.999 ..................................          396           14,516,328                9.37      
81.000  - 85.999 ..................................          609           20,619,069               13.31      
86.000  - 90.999 ..................................        1,191           40,968,840               26.45      
91.000  -100.000 ..................................        1,243           50,969,826               32.90      
                                                      ----------         ------------          ----------      
  Total ...........................................        4,366         $154,919,227              100.00%     
                                                      ==========         ============          ==========      

---------------                                                                 
(1)  The definition of "Value" is set forth above.  Manufactured  Homes,  unlike
     site-built homes, generally depreciate in value, and it should generally be
     expected,  especially  with  Contracts  with high  loan-to-value  ratios at
     origination,  that any time after the origination of a Contract, the market
     value of the Manufactured Home securing such Contract may be lower than the
outstanding principal balance of such Contract.                       

 Cut-off Date Contract Rates - Group I Contracts

                                                        · Enlarge/Download Table


                                                                                                Percentage of   
                                                                                              Group I Contracts 
                                                         Number of      Aggregate Principal    by Outstanding   
                                                         Contracts      Balance Outstanding   Principal Balance 
       Contract Rate                                As of Cut-off Date  As of Cut-off Date   As of Cut-off Date 
-----------------------                             ------------------  ------------------   -------------------
                                                                                                                
 7.001%     -    8.000% ...........................           31             $1,859,169              1.20%      
 8.001      -    9.000 ............................          318             15,290,275              9.87       
 9.001      -   10.000 ............................        1,374             57,121,107             36.87       
10.001      -   11.000 ............................        1,149             38,808,150             25.05       
11.001      -   12.000 ............................          772             22,756,569             14.69       
12.001      -   13.000 ............................          405             11,463,441              7.40       
13.001      -   14.000 ............................          258              6,364,544              4.11       
14.001      -   15.000 ............................           46              1,023,688              0.66       
15.001      -   16.000 ............................           11                215,471              0.14       
16.001      -   17.000 ............................            1                 11,745              0.01       
17.001      -   18.000 ............................            1                  5,069                 *       
                                                     -----------  ---------------------       -----------       
  Total ...........................................        4,366       $154,919,227                100.00%      
                                                     ===========  =====================       ===========       

---------------                                                                 
*     Indicates  an  amount  greater  than  zero but  less  than  0.005%  of the
 aggregate principal balance of the Contracts as of the Cut- off Date.

Remaining Months to Maturity - Group I Contracts

                                                        · Enlarge/Download Table


                                                                                                Percentage of   
                                                                                              Group I Contracts 
                                                         Number of      Aggregate Principal    by Outstanding   
 Months Remaining                                        Contracts      Balance Outstanding   Principal Balance 
As of Cut-off Date                                  As of Cut-off Date  As of Cut-off Date   As of Cut-off Date 
------------------                                  ------------------  ------------------   -------------------
                                                                                                                
 12   -   72 ......................................        201            $  2,523,103             1.63%        
 73   -   84 ......................................        165               2,579,952             1.67         
 85   -  120 ......................................        506              10,669,023             6.89         
121   -  156 ......................................        459              12,117,275             7.82         
157   -  180 ......................................        687              20,184,303            13.03         
181   -  240 ......................................      1,220              45,849,855            29.60         
241   -  300 ......................................        486              24,587,184            15.87         
301   -  360 ......................................        642              36,408,532            23.50         
                                                         -----            ------------           ------         
  Total ...........................................      4,366            $154,919,227           100.00%        
                                                         =====            ============           ======         

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Group II Contracts                                                              

      As of the Cut-off Date, the aggregate outstanding principal balance of the
Group II  Contracts  will  equal  approximately  $132,268,899.79  (subject  to a
permitted  variance of plus or minus 5%) (the "Group  IICut-off  Date  Principal
Balance").  80.68% of the Group II Contracts by aggregate  outstanding principal
balance as of the Cut-off Date are secured by Manufactured  Homes which were new
at the time the related  Group II Contracts  were  originated  and 19.32% of the
Group II Contracts by aggregate  outstanding principal balance as of the Cut-off
Date are secured by  Manufactured  Homes which were used at the time the related
Group II Contracts were  originated.  All of the Group II Contracts are variable
rate  Contracts  that  adjust  annually  initially  at the date set forth in the
related Contract and at regular intervals  thereafter (each such date, a "Change
Date")  to equal  the sum of (i) the  monthly  average  yield  on U.S.  Treasury
securities  adjusted to a constant  maturity of five years as made  available by
the Federal  Reserve Board (the "Index") on a "lookback  date" (a date specified
in each  Contract  which  occurs up to a  specified  number of days  before  the
applicable  Change  Date) and (ii) the number of basis  points set forth in such
Contract  (the "Gross  Margin"),  subject to rounding  and to the effects of the
Periodic Cap, the applicable Lifetime Cap and the applicable Lifetime Floor. The
"Periodic  Cap"  limits  changes in the APR for each Group II  Contract  on each
Change Date.  The "Lifetime Cap" is the maximum APR that may be borne by a Group
II Contract over its life.  The "Lifetime  Floor" is the minimum APR that may be
borne by a Group II Contract  over its life and is equal to the Gross Margin for
such Group II Contract. Each Group II Contract has an APR of at least 7.990% and
not more than 15.500%.  The weighted average APR of the Group II Contracts as of
the Cut-off Date is approximately 10.180%. The Group II Contracts have remaining
maturities  as of the  Cut-off  Date of at least 48 months but not more than 360
months  and  original  maturities  of at least 48  months  but not more than 360
months.  As of the Cut-off Date,  the Group II Contracts had a weighted  average
original term to scheduled  maturity of approximately 239 months, and a weighted
average remaining term to scheduled  maturity of approximately  238 months.  The
remaining  term to stated  maturity  of a Group II Contract is as of the Cut-off
Date. The average outstanding  principal balance of the Group II Contracts as of
the Cut-off Date was $40,461.58. The weighted average loan-to-value ratio at the
time of  origination  of the Group II Contracts was  approximately  85.77%.  The
calculation  of the  loan-to-value  for the Group II  Contracts  is as set forth
under the "The Contract  Pool--Group I Contracts".  Manufactured  Homes,  unlike
site-built homes,  generally  depreciate in value, and it has been the Company's
experience  that,  upon  repossession,  the market value of a Manufactured  Home
securing a manufactured  housing  contract is generally lower than the principal
balance of the related manufactured housing contract. The Group II Contracts are
secured  by  Manufactured  Homes  and/or  real  estate  located  in  30  states.
Approximately 19.81%,  18.78%,  16.64%,  10.71%, 8.35% and 7.97% of the Group II
Contracts by aggregate outstanding principal balance as of the Cut-off Date were
secured  by  Manufactured  Homes  or real  estate  located  in  North  Carolina,
Tennessee, Texas, South Carolina, Virginia and Kentucky,  respectively. No other
state  represented  more  than  4.08% of the  Group II  Contracts  by  aggregate
outstanding principal balance as of the Cut-off Date.                           

      The Periodic Cap for the Group II Contracts other than 2 Contracts with no
Periodic  Caps  ranged  from 1% to 2% with a weighted  average of  approximately
1.585%. The Months to Interest Roll (with respect to each Group II Contract, the
number of months from the Cut-off Date to the next adjustment of the APR of such
Contract)  for the Group II Contracts as of the Cut-off Date ranged from 1 to 13
months with a weighted average of approximately 10 months.  The weighted average
Payment Roll  Frequency  (with  respect to each  Contract,  the number of months
between  adjustments of the APR) for all Group II Contracts was approximately 12
months.                                                                         

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 GROUP II STATISTICS

      Set forth below is a description of certain additional  characteristics of
the  Group II  Contracts  as of the  Cut-off  Date.  Percentages  may not add to
100.00%  due to  rounding.  Totals  may not  add to  aggregate  balances  due to
rounding.                                                                       

      Geographical  Distribution of Manufactured Homes as of Origination - Group
II Contracts                                                                    

                                                        · Enlarge/Download Table


                                                                                                Percentage of   
                                                                                             Group II Contracts 
                                                         Number of      Aggregate Principal    by Outstanding   
                                                         Contracts      Balance Outstanding   Principal Balance 
State                                               As of Cut-off Date  As of Cut-off Date   As of Cut-off Date 
-----                                               ------------------  ------------------   -------------------
                                                                                                                
Alabama ...........................................           32             $ 1,348,929           1.02%        
Arizona ...........................................           17                 679,662           0.51         
Arkansas ..........................................           25                 942,128           0.71         
Colorado ..........................................           33               1,434,504           1.08         
Delaware ..........................................            5                 205,834           0.16         
Florida ...........................................          145               5,392,771           4.08         
Georgia ...........................................           53               1,908,660           1.44         
Illinois ..........................................            3                 101,647           0.08         
Indiana ...........................................           14                 471,027           0.36         
Iowa ..............................................            2                  58,149           0.04         
Kansas ............................................            1                  57,444           0.04         
Kentucky ..........................................          285              10,538,803           7.97         
Louisiana .........................................          118               4,479,316           3.39         
Maryland ..........................................            4                 173,974           0.13         
Michigan ..........................................            1                  41,587           0.03         
Mississippi .......................................           36               1,516,550           1.15         
Missouri ..........................................           28               1,098,959           0.83         
Nebraska ..........................................            2                  65,089           0.05         
New Jersey ........................................            1                  13,723           0.01         
New Mexico ........................................           21                 764,814           0.58         
New York ..........................................            4                 147,493           0.11         
North Carolina ....................................          577              26,196,343          19.81         
Ohio ..............................................           25                 939,242           0.71         
Oklahoma ..........................................           22                 807,518           0.61         
Pennsylvania ......................................            6                 286,881           0.22         
South Carolina ....................................          313              14,170,550          10.71         
Tennessee .........................................          637              24,837,643          18.78         
Texas .............................................          599              22,008,378          16.64         
Virginia ..........................................          248              11,039,522           8.35         
West Virginia .....................................           12                 541,760           0.41         
                                                           -----            ------------         ------         
  Total ...........................................        3,269            $132,268,900         100.00%        
                                                           =====            ============         ======         

Years of Origination of Contracts - Group II Contracts

                                                        · Enlarge/Download Table


                                                                                                 Percentage of   
                                                                                              Group II Contracts 
                                                          Number of      Aggregate Principal    by Outstanding   
                                                          Contracts      Balance Outstanding   Principal Balance 
Year of Origination                                  As of Cut-off Date  As of Cut-off Date   As of Cut-off Date 
-------------------                                  ------------------  ------------------   -------------------
                                                                                                                 
1996 ...............................................            3              $ 119,938             0.09%       
1997 ...............................................            8                270,626             0.20        
1998 ...............................................           23                875,226             0.66        
1999 ...............................................        3,235            131,003,110            99.04        
                                                            -----           ------------           ------        
  Total ............................................        3,269           $132,268,900           100.00%       
                                                            =====           ============           ======        

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Distribution of Original Contract Amounts - Group II Contracts

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                                                                                                 Percentage of   
                                                                                              Group II Contracts 
                                                          Number of      Aggregate Principal    by Outstanding   
                                                          Contracts      Balance Outstanding   Principal Balance 
 Original Contract Amount                            As of Cut-off Date  As of Cut-off Date   As of Cut-off Date 
 ------------------------                            ------------------  ------------------   -------------------
                                                                                                                 
$  5,000.01     - $  10,000.00 .....................           34              $ 268,965              0.20%      
   10,000.01    -    15,000.00 .....................           86              1,104,394              0.83       
   15,000.01    -    20,000.00 .....................          174             3, 045,229              2.30       
   20,000.01    -    25,000.00 .....................          224              5,060,249              3.83       
   25,000.01    -    30,000.00 .....................          442             12,137,914              9.18       
   30,000.01    -    35,000.00 .....................          512             16,638,329             12.58       
   35,000.01    -    40,000.00 .....................          388             14,410,718             10.90       
   40,000.01    -    45,000.00 .....................          280             11,811,254              8.93       
   45,000.01    -    50,000.00 .....................          242             11,470,596              8.67       
   50,000.01    -    55,000.00 .....................          217             11,347,352              8.58       
   55,000.01    -    60,000.00 .....................          213             12,199,202              9.22       
   60,000.01    -    65,000.00 .....................          145              9,027,536              6.83       
   65,000.01    -    70,000.00 .....................          108              7,269,018              5.50       
   70,000.01    -    75,000.00 .....................           72              5,187,525              3.92       
   75,000.01    -    80,000.00 .....................           51              3,920,946              2.96       
   80,000.01    -    85,000.00 .....................           29              2,329,701              1.76       
   85,000.01    -    90,000.00 .....................           15              1,302,833              0.98       
   90,000.01    -    95,000.00 .....................           14              1,286,902              0.97       
   95,000.01    -   100,000.00 .....................            6                583,095              0.44       
  100,000.01    -   105,000.00 .....................            5                510,795              0.39       
  105,000.01    -   110,000.00 .....................            4                427,980              0.32       
  110,000.01    -   115,000.00 .....................            5                560,130              0.42       
  115,000.01    -   120,000.00 .....................            1                117,137              0.09       
  120,000.01    -   125,000.00 .....................            1                119,368              0.09       
  130,000.01    -   135,000.00 .....................            1                131,731              0.10       
                                                            -----           ------------            ------       
  Total ............................................        3,269           $132,268,900            100.00%      
                                                            =====           ============            ======       

 Distribution of Original Loan-to-Value Ratios(1) - Group II Contracts

                                                        · Enlarge/Download Table

                                                                                               Percentage of  
                                                                                            Group II Contracts
                                                         Number of     Aggregate Principal    by Outstanding  
       Original                                         Contracts      Balance Outstanding   Principal Balance
  Loan-to-Value Ratio                              As of Cut-off Date  As of Cut-off Date   As of Cut-off Date
  -------------------                              ------------------  ------------------   ------------------
                                                                                                              
   Less than 61.000% .............................          107              $ 3,313,763          2.51%       
61.000% -    65.999% .............................           90                3,401,416          2.57        
66.000    -  70.999 ..............................          120                5,008,928          3.79        
71.000    -  75.999 ..............................          213                9,070,391          6.86        
76.000    -  80.999 ..............................          257               11,655,075          8.81        
81.000    -  85.999 ..............................          424               17,478,380         13.21        
86.000    -  90.999 ..............................        1,103               45,749,817         34.59        
91.000    -100.000 ...............................          955               36,591,129         27.66        
                                                          -----             ------------        ------        
 Total ...........................................        3,269             $132,268,900        100.00%       
                                                          =====             ============        ======        

---------------                                                                 
(1)  The definition of "Value" is set forth above.  Manufactured  Homes,  unlike
     site-built homes, generally depreciate in value, and it should generally be
     expected,  especially  with  Contracts  with high  loan-to-value  ratios at
     origination,  that any time after the origination of a Contract, the market
     value of the Manufactured Home securing such Contract may be lower than the
outstanding principal balance of such Contract.                       

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Cut-off Date Contract Rates - Group II Contracts

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                                                                                              Percentage of   
                                                                                           Group II Contracts 
                                                       Number of      Aggregate Principal    by Outstanding   
    Contract Rate                                      Contracts      Balance Outstanding   Principal Balance 
 As of Cut-off Date                               As of Cut-off Date  As of Cut-off Date   As of Cut-off Date 
 ------------------                               ------------------  ------------------   -------------------
                                                                                                              
 7.001%  -   8.000% .............................           284           $ 14,592,489            11.03%      
 8.001   -   9.000 ..............................           378             19,686,951            14.88       
 9.001   -  10.000 ..............................           647             27,690,644            20.94       
10.001   -  11.000 ..............................           903             34,186,248            25.85       
11.001   -  12.000 ..............................           703             25,272,307            19.11       
12.001   -  13.000 ..............................           272              8,739,175             6.61       
13.001   -  14.000 ..............................            76              1,980,782             1.50       
14.001   -  15.000 ..............................             5                 92,037             0.07       
15.001   -  16.000 ..............................             1                 28,267             0.02       
                                                          -----           ------------           ------       
  Total .........................................         3,269           $132,268,900           100.00%      
                                                          =====           ============           ======       

 Remaining Months to Maturity - Group II Contracts

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                                                                                              Percentage of   
                                                                                           Group II Contracts 
                                                       Number of      Aggregate Principal    by Outstanding   
 Months Remaining                                      Contracts      Balance Outstanding   Principal Balance 
As of Cut-off Date                                As of Cut-off Date  As of Cut-off Date   As of Cut-off Date 
------------------                                ------------------  ------------------   -------------------
                                                                                                              
 12   -   72 ....................................          45              $  524,352             0.40%       
 73   -   84 ....................................          50                 762,209             0.58        
 85   -  120 ....................................         147               3,153,041             2.38        
121   -  156 ....................................         334               8,780,107             6.64        
157   -  180 ....................................         468              14,813,078            11.20        
181   -  240 ....................................       1,379              55,518,451            41.97        
241   -  300 ....................................         587              32,668,636            24.70        
301   -  360 ....................................         259              16,049,025            12.13        
                                                        -----            ------------           -------       
  Total .........................................       3,269            $132,268,900           100.00%       
                                                        =====            ============           ======        

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 Distribution of Lifetime Cap - Group II Contracts

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                                                                                           Percentage of   
                                                                                        Group II Contracts 
                                                    Number of      Aggregate Principal    by Outstanding   
                                                    Contracts      Balance Outstanding   Principal Balance 
     Lifetime Cap                              As of Cut-off Date  As of Cut-off Date   As of Cut-off Date 
     ------------                              ------------------  ------------------   -------------------
                                                                                                           
No Cap .......................................            2              $ 90,936              0.07%       
12.501%   -     13.000% ......................           64             2,944,985              2.23        
13.001    -     13.500 .......................           67             3,038,511              2.30        
13.501    -     14.000 .......................          230            12,039,421              9.10        
14.001    -     14.500 .......................          233            12,157,986              9.19        
14.501    -     15.000 .......................          171             7,966,512              6.02        
15.001    -     15.500 .......................          293            11,978,993              9.06        
15.501    -     16.000 .......................          462            19,041,860             14.40        
16.001    -     16.500 .......................          566            22,193,761             16.78        
16.501    -     17.000 .......................          314            11,725,172              8.86        
17.001    -     17.500 .......................          295            10,399,171              7.86        
17.501    -     18.000 .......................          306            10,525,261              7.96        
18.001    -     18.500 .......................          161             5,426,004              4.10        
18.501    -     19.000 .......................           40             1,166,762              0.88        
19.001    -     19.500 .......................           35               948,165              0.72        
19.501    -     20.000 .......................           25               530,520              0.40        
20.001    -     20.500 .......................            3                60,925              0.05        
20.501    -     21.000 .......................            1                 5,688                 *        
21.001    -     21.500 .......................            1                28,267              0.02        
                                                      -----          ------------            ------        
  Total ......................................        3,269          $132,268,900            100.00%       
                                                      =====          ============            ======        

--------------                                                                  
*    Indicates an amount greater than zero but less than 0.005% of the aggregate
principal balance of the Contracts as of the Cut- off Date.           

Distribution of Gross Margins - Group II Contracts

                                                        · Enlarge/Download Table


                                                                                        Percentage of   
                                                                                     Group II Contracts 
                                                 Number of      Aggregate Principal    by Outstanding   
                                                 Contracts      Balance Outstanding   Principal Balance 
    Gross Margin                            As of Cut-off Date  As of Cut-off Date   As of Cut-off Date 
    ------------                            ------------------  ------------------   -------------------
                                                                                                        
2.001%  -     2.500% ......................          249            $ 13,172,956              9.96%     
2.501   -     3.000 .......................          328              16,581,202             12.54      
3.001   -     3.500 .......................          103               4,841,758              3.66      
3.501   -     4.000 .......................          194               8,564,099              6.47      
4.001   -     4.500 .......................          475              20,314,303             15.36      
4.501   -     5.000 .......................          581              22,468,383             16.99      
5.001   -     5.500 .......................          343              12,513,931              9.46      
5.501   -     6.000 .......................          307              11,252,657              8.51      
6.001   -     6.500 .......................          360              12,670,762              9.58      
6.501   -     7.000 .......................          198               6,298,864              4.76      
7.001   -     7.500 .......................           56               1,671,721              1.26      
7.501   -     8.000 .......................           40               1,080,990              0.82      
8.001   -     8.500 .......................           28                 701,061              0.53      
8.501   -     9.000 .......................            4                  76,832              0.06      
9.001   -     9.500 .......................            1                  25,424              0.02      
9.501   -    10.000 .......................            2                  33,955              0.03      
                                                   -----            ------------            ------      
 Total ....................................        3,269            $132,268,900            100.00%     
                                                   =====            ============            ======      

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Distribution of Next Contract Rate Change - Group II Contracts

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                                                                                                 Percentage of   
                                                                                              Group II Contracts 
                                                          Number of      Aggregate Principal    by Outstanding   
     Date of Next                                         Contracts      Balance Outstanding   Principal Balance 
 Contract Rate Change                                As of Cut-off Date  As of Cut-off Date   As of Cut-off Date 
 --------------------                                ------------------  ------------------   -------------------
                                                                                                                 
December 1, 1999 ...................................            4              $ 187,142               0.14%     
January 1, 2000 ....................................            1                 33,855               0.03      
February 1, 2000 ...................................            3                142,526               0.11      
March 1, 2000 ......................................            1                 27,744               0.02      
May 1, 2000 ........................................            3                128,764               0.10      
June 1, 2000 .......................................            6                280,020               0.21      
July 1, 2000 .......................................           51              2,130,273               1.61      
August 1, 2000 .....................................          815             32,172,971              24.32      
September 1, 2000 ..................................        1,116             44,650,537              33.76      
October 1, 2000 ....................................          997             40,911,915              30.93      
November 1, 2000 ...................................          206              8,692,646               6.57      
December 1, 2000 ...................................           66              2,910,505               2.20      
                                                            -----           ------------             ------      
  Total ............................................        3,269           $132,268,900             100.00%     
                                                            =====           ============             ======      

 Distribution of Periodic Cap - Group II Contracts

                                                        · Enlarge/Download Table


                                                                                                 Percentage of  
                                                                                              Group II Contracts
                                                          Number of      Aggregate Principal    by Outstanding  
                                                          Contracts      Balance Outstanding   Principal Balance
Periodic Cap                                         As of Cut-off Date  As of Cut-off Date   As of Cut-off Date
------------                                         ------------------  ------------------   ------------------
                                                                                                                
No Cap ..............................................           2               $  90,936              0.07%    
1.000% ..............................................       1,355              54,808,376             41.44     
2.000 ...............................................       1,912              77,369,589             58.49     
                                                            -----            ------------            ------     
  Total .............................................       3,269            $132,268,900            100.00%    
                                                            =====            ============            ======     

 VANDERBILT MORTGAGE AND FINANCE, INC.

     The following  information  supplements  the  information in the Prospectus
under the heading  "Vanderbilt  Mortgage  and Finance,  Inc." and  "Underwriting
Policies" in the Prospectus.                                                    

     The volume of manufactured  housing contracts originated by the Company for
the periods  indicated  below and certain other  information  at the end of such
periods are as follows:                                                         

Contract Origination

                                                        · Enlarge/Download Table


                                                              Year Ended June 30,                       Quarter Ended
                                         -----------------------------------------------------------    September 30,
                                           1994      1995       1996      1997      1998       1999         1999     
                                         --------  --------   --------  --------  --------   --------     --------   
                                                                                                                     
Principal Balance of Contracts                                                                                       
 Originated (in thousands) ............. $292,435  $345,260   $476,467  $646,624  $801,865  $1,085,484     $251,640  
Number of Contracts Originated .........   12,401    13,857     16,910    21,691    24,304      30,165        6,308  
Average Contract Size(1) ............... $ 23,582  $ 24,916   $ 28,177  $ 29,811  $ 32,993  $   35,985     $ 39,892  
Average Interest Rate(1) ...............   10.84%    12.24%     10.72%    11.10%    10.51%      10.40%       10.31%  

-------------                                                                   
(1)  As of period end.                                                          

     The following table shows the size of the portfolio of manufactured housing
contracts serviced by the Company on the dates indicated:                       

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Contract Servicing Portfolio

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                                                                                                         At       
                                                                                                      September   
                                                                         At June 30,                     30,      
                              ------------------------------------------------------------------------------------
                                        1994       1995     1996      1997     1998(2)   1999(2)       1999(2)    
                                      --------   -------- --------  -------- --------- ----------    ---------    
                                                                                                                  
Total Number of Contracts                                                                                         
Being Serviced(1) ...................   60,165    66,960    74,154   85,912   108,045   119,396      122,652      
Originated by the Company ...........   47,944    55,923    64,298   75,455    86,245    98,963      102,768      
Acquired from other institutions ....   12,221    11,037     9,856   10,457    21,800    20,433       19,884      

------------                                                                    
(1)  Excludes  contracts  serviced  by the  Company on behalf of the  Resolution
     Trust  Corporation  trust and other  trusts  previously  serviced  by First
Manufactured Housing Credit Corporation.                              

(2)  Includes Access Financial Contracts. On May 28, 1998, the Company purchased
     approximately  $245  million  of  manufactured  housing  installment  sales
     contracts (the "Access Financial  Contracts") from Access Financial Lending
Corp.                                                                 

 Delinquency Experience(1)

                                                        · Enlarge/Download Table


                                                                                                                           At    
                                                                                                                       September 
                                                                                     At June 30,                           30,   
                                             ----------------------------------------------------------------------------------- 
                                             1994      1995      1996      1997    1998(8)  1998(9)   1999(8)   1999(9)  1999(9) 
                                             ----      ----      ----      ----    ------   ------    ------    ------   ------  
                                                                                                                                 
Total Number of Contracts                                                                                                        
Outstanding(2)(3) ......................... 60,165    66,960    74,154    85,912    99,819  108,045   112,399   119,396  122,652 
  Company Originations .................... 47,944    55,923    64,298    75,455    86,245   86,245    98,963    98,963  102,768 
  Acquisitions from other institutions .... 12,221    11,037     9,856    10,457    13,574   21,800    13,433    20,433   19,884 
Number of Contracts Delinquent(4):                                                                                               
  Total 30 to 59 days past due ............    772       819       953     1,159    1,287     2,045     1,140     1,274    1,864 
  Company Originations ....................    353       565       761       982    1,048     1,048     1,016     1,016    1,295 
  Acquisitions from other institutions ....    419       254       192       177      239       997       124       258      569 
Total 60 to 89 days past due ..............    209       227       285       284      326       568       379       453      511 
  Company Originations ....................    109       167       238       236      268       268       332       332      367 
  Acquisitions from other institutions ....    100        60        47        48       58       300        47       121      144 
Total 90 days or more past due ............    498       625       516       590      787     1,486       811     1,222    1,301 
  Company Originations ....................    203       315       341       440      547       547       610       610      734 
  Acquisitions from other institutions ....    295       310       175       150      240       939       201       612      567 
Total Contracts Delinquent(5) .............  1,479     1,671     1,754     2,033    2,400     4,099     2,330     2,949    3,676 
  Company Originations ....................    665     1,047     1,340     1,658    1,863     1,863     1,958     1,958    2,396 
  Acquisitions from other institutions ....    814       624       414       375      537     2,236       372       991    1,280 
Total Contracts Delinquent(6) .............  1,184     1,208     1,511     1,789    2,153     3,603     2,105     2,467    3,105 
  Company Originations ....................    556       873     1,211     1,503    1,711     1,711     1,825     1,825    2,189 
  Acquisitions from other institutions ....    628       335       300       286      442     1,892       280       642      916 
Total Delinquencies as a Percent(7) of                                                                                           
  Contracts Outstanding(5) ................   2.46%     2.50%     2.37%     2.37%    2.40%     3.79%     2.07%     2.47%    3.00%
  Company  Originations ...................   1.39%     1.87%     2.08%     2.20%    2.16%     2.16%     1.98%     1.98%    2.33%
  Acquisitions from other institutions        6.66%     5.65%     4.20%     3.59%    3.96%    10.26%     2.77%     4.85%    6.44%
Total Delinquencies as a Percent(7)                                                                                              
  of  Contracts  Outstanding(6) ...........   1.97%     1.80%     2.04%     2.08%    2.16%     3.34%     1.87%     2.07%    2.53%
Company  Originations .....................   1.16%     1.56%     1.88%     1.99%    1.98%     1.98%     1.84%     1.84%    2.13%
Acquisitions from other institutions ......   5.14%     3.04%     3.04%     2.74%    3.26%     8.68%     2.08%     3.14%    4.61%

---------------                                                                 
(1) Includes data on contracts originated by the Company and portfolios acquired
    by the  Company  from  other  financial  institutions,  as  described  under
"Vanderbilt Mortgage and Finance, Inc." in the Prospectus.              

(2) Excludes  contracts serviced by others for which the Company is contingently
liable.                                                                 

(3) Excludes contracts serviced by the Company on behalf of the Resolution Trust
    Corporation trust and other trusts previously serviced by First Manufactured
Housing Credit Corporation.                                             

(4) Including  contracts that were  repossessed  during the prior 30-day period,
    and based on 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 following month.      

(5) Including  contracts that were  repossessed  during the prior 30-day period;
    figures  for  Acquisitions  from other  institutions  at June 30,  1995 also
include all such repossessed contracts on hand.                         

(6) Excluding contracts that were repossessed during the prior 30-day period.   

(7) By number of contracts.                                                     

(8) Excludes Access Financial Contracts.                                        

(9) Includes Access Financial Contracts.                                        

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      The following  table sets forth the loan  loss/repossession  experience of
the Company and its affiliates for the manufactured  housing contracts  serviced
by the Company.                                                                 
Loan Loss/Repossession Experience(1)

                                                        · Enlarge/Download Table

                                                                                                                       At or for the
                                                                 At or for the Year Ended June 30,                     Quarter Ended
                                      -------------------------------------------------------------------------------- September 30,
                                      1994        1995        1996         1997        1998(9)       1999(9)   1999(10)    1999(10) 
                                      ----        ----        ----         ----        ------        ------    -------     -------  

                                                             (Dollars in thousands)                                                 
                                                                                                                                    
Total Number of Contracts                                                                                                           
  Serviced(2)(3) ..............      60,165      66,960      74,154       85,912       99,819       112,399     119,396     122,652 
  Company Originations ........      47,944      55,923      64,298       75,455       86,245        98,963      98,963     102,768 
  Acquisitions from other                                                                                                           
    institutions ..............      12,221      11,037       9,856       10,457       13,574        13,436      20,433      19,884 
Aggregate Principal Balance of                                                                                                      
  Contracts Serviced(4) .......  $1,006,794  $1,200,893  $1,456,103   $1,910,438   $2,340,583    $2,988,981  $3,204,787  $3,304,005 
  Company Originations ........  $  852,536  $1,074,302  $1,351,324   $1,749,645   $2,190,183    $2,787,204  $2,787,204  $2,902,445 
   Acquisitions from other                                                                                                          
    institutions ..............  $  154,258  $  126,591  $  104,779   $  160,793   $  150,400    $  201,777  $  417,583  $  401,560 
Net Losses from Contract                                                                                                            
  Liquidations(5):                                                                                                                  
  Total Dollars(6) ............  $    2,758  $    2,262  $    2,052   $      715   $   17,861    $   31,266  $   39,764  $   11,580 
  Company Originations(6) .....  $      528  $      362  $     (442)  $   (1,622)  $   15,099    $   24,671  $   24,671  $    8,285 
  Acquisitions from other                                                                                                           
    institutions ..............  $    2,230  $    1,900  $    2,494   $    2,337   $    2,762    $    6,595  $   15,093  $    3,295 
Percentage of Average Principal                                                                                                     
  Balance(7) ..................        0.30%       0.20%       0.15%        0.04%        0.84%         1.17%       1.37%       1.42%
  Company Originations ........        0.07%       0.04%      (0.04)%      (0.10)%       0.77%         0.99%       0.99%       1.16%
  Acquisitions from other                                                                                                           
    institutions ..............        1.62%       1.35%       2.16%        1.76%        1.70%         3.75%       3.68%       3.22%
Total Number of Contracts in                                                                                                        
  Repossession(3) .............         565         540         709          937        1,682(10)     1,514       1,857       1,977 
  Company Originations(8) .....         388         422         635          885        1,229         1,374       1,374       1,567 
  Acquisitions from Other                                                                                                           
    Institutions ..............         177         118          74           52          453           140         483         410 

------------------                                                              
(1)  Includes  data  on  contracts  originated  by the  Company  and  portfolios
     acquired by the Company  from other  financial  institutions,  as described
under "Vanderbilt Mortgage and Finance, Inc." in the Prospectus.      

(2)  As of period  end.  Excludes  contracts  serviced  by others  for which the
Company is contingently liable.                                       

(3)  Excludes  contracts  serviced  by the  Company  on  behalf of  Access,  the
     Resolution  Trust  Corporation  and  trusts  previously  serviced  by First
Manufactured Housing Credit Corporation.                              

(4)  As of period end.  Includes  principal  balances of  contracts  serviced by
others for which the Company is contingently liable.                  

(5)  Includes net losses on  contracts  serviced by others for which the Company
is contingently liable.                                               

(6)  For all periods  through June 30, 1997,  the  calculation of net losses has
     been  determined  after all accrued and unpaid interest was written off and
     does not include  repossession and other  liquidation  expenses.  For these
     periods,  data with respect to repossession and other liquidation  expenses
     generally was not maintained by dealers on a separately identifiable basis,
     and,  therefore,  this  information  was not available to the Company.  The
     Company  believes  that it would not be unusual  for such  expenses to have
     been  equal  to 15% of  the  Scheduled  Principal  Balance  of a  defaulted
     Contract.  However,  actual expenses may have been higher or lower. For the
     periods ended June 30, 1998,  June 30, 1999 and  September  30, 1999,  data
     with  respect  to  repossession  and other  liquidation  expenses  has been
     maintained by dealers and made  available to the Company.  The Company has,
     therefore, included dealer repossession and liquidation expense data in the
     numbers calculated for such periods. Because of the different computational
     method used,  amounts shown for the periods  ended June 30, 1998,  June 30,
1999 and September 30, 1999 are not comparable to prior periods.      

(7)  As a percentage of the average  principal  balance of all  contracts  being
serviced during the period. Percentages have been annualized.         

(8)  Includes  repossessions  from  contracts  serviced  by others for which the
Company is contingently liable.                                       

(9)  Excludes Access Financial Contracts.                                       

(10) Includes Access Financial Contracts.                                       

      The  Company  believes  that  its  historical  loss  experience  has  been
favorably  affected by its capacity to resell  repossessed units through dealers
owned  by CHI and to make  needed  repairs  on  repossessed  units  through  the
facilities of such dealers, rather than paying the rates charged by unaffiliated
parties. If the Company is replaced as Servicer of the Contracts,  the successor
Servicer may not have access to the CHI dealer  network  and, as a  consequence,
the loss experience on the Contracts may be adversely affected.                 

      The data presented in the preceding tables are for  illustrative  purposes
only, and there is no assurance that the delinquency, loan loss and repossession
experience  of Contracts in the Contract  Pool 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.  For instance, such a downturn and higher
levels of  delinquency,  loan loss and  repossession  were  experienced in areas
dependent  on the  oil  and gas  industry.  These  regional  or  local  economic
conditions are often volatile,  and no predictions can be made regarding  future
economic loss upon repossession.  In addition, an increased supply of used units
in one region may in turn  affect the supply in other  regions,  thus  affecting
economic loss upon liquidation in such other regions.  Information regarding the
geographic  location,  at origination,  of the  Manufactured  Homes securing the
Contracts in the Contract Pool is set forth under "The Contract Pool" herein.   

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RATIO OF EARNINGS TO FIXED CHARGES FOR CHI

      Set forth below are CHI's ratios of earnings to fixed charges for the past
five years and the three months ended  September  30, 1999.  For the purposes of
compiling  these ratios,  earnings  consist of earnings before income taxes plus
fixed  charges.  Fixed  charges  consist of interest  expense  and the  interest
portion of rent expense.                                                        

                                                        · Enlarge/Download Table


                                                                                                 For Three Month
                                                                                                  Period Ended  
                                                            For Year Ended June 30,              September 30,  
                                                -----------------------------------------------  ---------------
                                                 1995      1996      1997       1998      1999        1999      
                                                 ----      ----      ----       ----      ----        ----      
                                                                                                                
Ratio of Earnings to Fixed Charges ............. 21.64     36.00     39.99     41.24      12.48*      28.10     

----------------                                                                
 * The  reduction in the earnings to fixed charges ratio for the year ended June
   30, 1999 compared to prior years was due primarily to an increase in interest
   expense  as a result  of  increased  borrowings  by CHI and its  consolidated
   companies.  The requisite financing for recent acquisitions of contracts, the
   funding of a CHI stock  repurchase  program and general working capital needs
   attributed to such rise in CHI's outstanding debt obligations. For additional
   financial  information  we refer you to CHI's  annual  10-K report for fiscal
   year ended June 30, 1999 and quarterly  10-Q report for the quarterly  period
ended September 30, 1999, which were previously filed with the SEC.       

 YIELD AND PREPAYMENT CONSIDERATIONS

      The  Contracts  have  maturities  at  origination  ranging  from 36 to 361
months,  but may be  prepaid  in full or in  part at any  time.  The  prepayment
experience  of the  Contracts  (including  prepayments  due to  liquidations  of
defaulted  contracts)  will affect the  average  life of the  Certificates.  The
weighted  average  life of, and, if  purchased  at other than par,  the yield to
maturity  on, the  Offered  Certificates  will  relate to the rate of payment of
principal in the Contracts in the related  Contract Group,  including,  for this
purpose,   prepayments,   liquidations   due   to   defaults,   casualties   and
condemnations.   Based  on  the  Company's  experience  with  the  portfolio  of
conventional   manufactured  housing  contracts  serviced  by  it,  the  Company
anticipates  that a number of  Contracts  will be prepaid in full prior to their
maturity.  A number  of  factors,  including  homeowner  mobility,  general  and
regional  economic  conditions  and  prevailing  interest  rates  may  influence
prepayments.  In  addition,  repurchases  of  Contracts  on  account  of certain
breaches  of   representations   and   warranties   as  described   below  under
"Descriptions of the Certificates--Conveyance of Contracts" will have the effect
of  prepayment  of such  Contracts  and  therefore  will  affect the life of the
Certificates.  Most of the Contracts contain  provisions that prohibit the owner
from selling the  Manufactured  Home without the prior  consent of the holder of
the related Contract.  Such provisions are similar to the "due-on-sale"  clauses
and may not be  enforceable  in some states.  See "Certain  Legal Aspects of the
Contracts--Transfers  of Manufactured  Homes;  Enforceability  of  `Due-on-Sale'
Clauses"  in the  Prospectus.  The initial  Servicer's  policy is to permit most
sales  of  Manufactured  Homes  where  the  proposed  buyer  meets  the  initial
Servicer's  then current  underwriting  standards  and enters into an assumption
agreement.  See "--Weighted Average Life of the Offered  Certificates" below and
"Maturity and Prepayment Considerations" in the Prospectus.                     

      As with fixed rate obligations generally, the rate of prepayment on a pool
of  Contracts  with fixed rates (such as the Group I  Contracts)  is affected by
prevailing  market rates for Contracts of a comparable term and risk level. When
the  market  interest  rate is below  the  contract  APR,  Obligors  may have an
increased incentive to refinance their contracts. Depending on prevailing market
rates,  the future outlook for market rates and economic  conditions  generally,
some  Obligors may sell or refinance  their  contracts in order to realize their
equity in the  manufactured  house,  to meet cash  flow  needs or to make  other
investments.                                                                    

      As is the case with conventional  fixed rate obligations,  adjustable rate
obligations  (such as the Group II  Contracts)  may also be subject to a greater
rate of principal  prepayments  in a declining  interest rate  environment.  For
example,  if  prevailing  interest  rates fall  significantly,  adjustable  rate
contracts  could be  subject  to  higher  prepayment  rates  than if  prevailing
interest rates remain constant because the availability of fixed-rate  contracts
at  competitive  interest  rates  may  encourage  Obligors  to  refinance  their
adjustable rate contract to "lock in" a lower fixed interest rate.  However,  no
assurance  can be  given  as to the  level  of  prepayments  that  the  Group II
Contracts will experience.                                                      

      The allocation of  distributions to the  Certificateholders  in accordance
with the Agreement will have the effect of accelerating  the amortization of the
Senior  Certificates  in  the  sequence  indicated  under  "Description  of  the
Certificates--Distributions"  from the amortization  that would be applicable if
distributions in respect of the applicable Formula Principal Distribution Amount
were made pro rata according to the respective  Principal Balances              

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of  each  Class  of  Certificates.   As  described  under  "Description  of  the
Certificates--Group  I Certificates  and the  Senior/Subordinate  Structure" and
"--Group II Certificates and the  Senior/Subordinate  Structure"  herein, to the
extent  that,  on any  Remittance  Date,  the  Group  I or  Group  II  Available
Distribution  Amount,  as  applicable,  is  not  sufficient  to  permit  a  full
distribution  of the applicable  Formula  Principal  Distribution  Amount or the
portion  thereof  due on  such  Remittance  Date  to the  Class  of the  Offered
Certificates  entitled  to such  distribution,  the effect  will be to delay the
amortization  of such Class of the Offered  Certificates.  If a  purchaser  of a
Class of Offered  Certificates  purchases  them at a discount and calculates its
anticipated  yield to maturity  based on an assumed rate of payment of principal
on such Offered  Certificates  that is faster than the rate  actually  realized,
such  purchaser's  actual  yield to  maturity  will be lower  than the  yield so
calculated by such purchaser.                                                   

      In addition to the foregoing  factors  affecting the weighted average life
of the Senior Certificates,  the  overcollateralization  provisions of the Trust
result in a limited  acceleration of the Group II  Certificates  relative to the
amortization of the Group II Contracts in early months of the  transaction.  The
accelerated  amortization  is  achieved  by the  application  of certain  excess
interest  to the payment of the Group II  Certificate  Principal  Balance.  This
acceleration feature creates overcollateralization which results from the excess
of the  Group II  Contract  Balance  over the  Group  II  Certificate  Principal
Balance.  Once the  required  level of  overcollateralization  is  reached,  the
acceleration feature will cease, unless necessary to maintain the required level
of overcollateralization.                                                       

      The effective yield to each holder of a Group I Certificate  (other than a
Class I A-1 Certificate) will be below that otherwise produced by the applicable
Remittance  Rate and the purchase  price of such holder's  Certificate  because,
while interest will accrue in respect of each calendar month,  the  distribution
of such interest to such holders will be made on the 7th day (or, if such day is
not a business day, the next succeeding business day) of the month following the
Due Period in which it accrues.                                                 

      The rate of distributions of principal of the Offered Certificates and the
yield to maturity of the Offered  Certificates  also will be directly related to
the rate of payment of principal (including  prepayments) of the Contracts.  The
rate of principal  distributions on the Offered Certificates will be affected by
the amortization  schedules of the Contracts and the rate of principal  payments
on the Contracts  (including  prepayments due to liquidations upon default).  In
general,  the  Contracts  may be prepaid  by the  Obligors  at any time  without
payment of any prepayment fee or penalty.                                       

      The Class I M-1  Certificateholders  will not receive any distributions of
principal until the Class I M-1 and Class I B Principal Distribution Test is met
or the Class I A  Principal  Balance is reduced to zero.  The rate of  principal
payments on the Class I M-1 Certificates,  the aggregate amount of distributions
on the Class I M-1  Certificates  and the yield to  maturity  of the Class I M-1
Certificates  will be  affected  by the rate of Obligor  defaults  resulting  in
losses on  Liquidated  Contracts,  by the  severity  of those  losses and by the
timing of those losses.  If a purchaser of Class I M-1  Certificates  calculates
its anticipated  yield based on an assumed rate of default and an assumed amount
of losses  that are lower than the  default  rate and amount of losses  actually
incurred and such amount of losses actually  incurred is not entirely covered by
the  subordination  of the Class I B Certificates,  its actual yield to maturity
will be lower  than that so  calculated.  The  timing  of  losses on  Liquidated
Contracts will also affect an investor's  actual yield to maturity,  even if the
rate of  defaults  and  severity  of losses are  consistent  with an  investor's
expectations.  If the protection afforded to the Class I M-1  Certificateholders
by the subordination of the Class I B Certificates is exhausted, the Class I M-1
Certificateholders  will bear all losses and  delinquencies on the Contracts and
will incur a loss on their investment.                                          

      The Class I B-1  Certificateholders  will not receive any distributions of
principal until the Class I M-1 and Class I B Principal Distribution Test is met
or the Class I A  Principal  Balance  and the Class I M-1  Principal  Balance is
reduced to zero. The rate of principal payments on the Class I B-1 Certificates,
the aggregate  amount of  distributions  on the Class I B-1 Certificates and the
yield to maturity of the Class I B-1  Certificates  will be affected by the rate
of Obligor defaults resulting in losses on Liquidated Contracts, by the severity
of those losses and by the timing of those losses. If a purchaser of Class I B-1
Certificates  calculates  its  anticipated  yield  based on an  assumed  rate of
default and an assumed amount of losses that are lower than the default rate and
amount of losses actually  incurred and such amount of losses actually  incurred
is not entirely covered by the  subordination  of the Class I B-2  Certificates,
its actual yield to maturity will be lower than that so  calculated.  The timing
of losses on Liquidated Contracts will also affect an investor's actual yield to
maturity,  even if the rate of defaults  and  severity of losses are  consistent
with an investor's  expectations.  If the protection afforded to the Class I B-1
Certificateholders  by the  subordination  of the  Class I B-2  Certificates  is
exhausted,  the  Class  I  B-1  Certificateholders  will  bear  all  losses  and
delinquencies on the Contracts and will incur a loss on their investment.       

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      The Class II B  Certificateholders  will not receive any  distributions of
principal until the Class II B Principal  Distribution  Test is met or the Class
II A-1  Principal  Balance  is reduced  to zero.  Once the Class II B  Principal
Distribution Test is met,  however,  there is a likelihood that the Class II A-1
Certificates  will not receive  distributions of principal for a period of time.
The rate of principal  payments on the Class II B-1 Certificates,  the aggregate
amount  of  distributions  on the  Class II B-1  Certificates  and the  yield to
maturity  of the  Class  II B-1  Certificates  will be  affected  by the rate of
Obligor defaults resulting in losses on Liquidated Contracts, by the severity of
those losses and by the timing of those  losses.  If a purchaser of Class II B-1
Certificates  calculates  its  anticipated  yield  based on an  assumed  rate of
default and an assumed amount of losses that are lower than the default rate and
amount of losses actually  incurred and such amount of losses actually  incurred
is not entirely covered by the  subordination of the Class II B-2  Certificates,
the Class II B-3  Certificates  and the Class II B-4  Certificates,  its  actual
yield to maturity will be lower than that so calculated. The timing of losses on
Liquidated  Contracts  will also affect an investor's  actual yield to maturity,
even if the rate of  defaults  and  severity  of losses are  consistent  with an
investor's  expectations.  If  the  protection  afforded  to  the  Class  II B-1
Certificateholders  by the subordination of the Class II B-2  Certificates,  the
Class II B-3 Certificates  and the Class II B-4  Certificates is exhausted,  the
Class II B-1  Certificateholders  will bear all losses and  delinquencies on the
Contracts  and will  incur a loss on  their  investment.  The rate of  principal
payments on the Class II B-2 Certificates, the aggregate amount of distributions
on the Class II B-2  Certificates  and the yield to maturity of the Class II B-2
Certificates  will be  affected  by the rate of Obligor  defaults  resulting  in
losses on  Liquidated  Contracts,  by the  severity  of those  losses and by the
timing of those losses.  If a purchaser of Class II B-2 Certificates  calculates
its anticipated  yield based on an assumed rate of default and an assumed amount
of losses  that are lower than the  default  rate and amount of losses  actually
incurred and such amount of losses actually  incurred is not entirely covered by
the  subordination  of the  Class  II B-3  Certificates  and  the  Class  II B-4
Certificates,  its  actual  yield  to  maturity  will  be  lower  than  that  so
calculated.  The timing of losses on  Liquidated  Contracts  will also affect an
investor's  actual yield to maturity,  even if the rate of defaults and severity
of losses are  consistent  with an investor's  expectations.  If the  protection
afforded  to the Class II B-2  Certificateholders  by the  subordination  of the
Class II B-3 Certificates  and the Class II B-4  Certificates is exhausted,  the
Class II B-2  Certificateholders  will bear all losses and  delinquencies on the
Contracts  and will  incur a loss on  their  investment.  The rate of  principal
payments on the Class II B-3 Certificates, the aggregate amount of distributions
on the Class II B-3  Certificates  and the yield to maturity of the Class II B-3
Certificates  will be  affected  by the rate of Obligor  defaults  resulting  in
losses on  Liquidated  Contracts,  by the  severity  of those  losses and by the
timing of those losses.  If a purchaser of Class II B-3 Certificates  calculates
its anticipated  yield based on an assumed rate of default and an assumed amount
of losses  that are lower than the  default  rate and amount of losses  actually
incurred and such amount of losses actually  incurred is not entirely covered by
the subordination of the Class II B-4 Certificates, its actual yield to maturity
will be lower  than that so  calculated.  The  timing  of  losses on  Liquidated
Contracts will also affect an investor's  actual yield to maturity,  even if the
rate of  defaults  and  severity  of losses are  consistent  with an  investor's
expectations.  If the protection afforded to the Class II B-3 Certificateholders
by the subordination of the Class II B-4 Certificates is exhausted, the Class II
B-3  Certificateholders  will bear all losses and delinquencies on the Contracts
and will incur a loss on their  investment.  There can be no assurance  that the
delinquency  or  repossession  experience  set forth  herein  under  "Vanderbilt
Mortgage and Finance,  Inc." will be  representative  of the results that may be
experienced  with respect to the Contracts.  There can be no assurance as to the
delinquency, repossession or loss experience with respect to the Contracts.     

      As described  herein under the "Description of the  Certificates--Group  I
Certificates and the  Senior/Subordinate  Structure" and "--Losses on Liquidated
Contracts" on any Remittance  Date on or after the  Remittance  Date, if any, on
which the Class I A Principal Balance is greater than the related Pool Scheduled
Principal  Balance,  if the Available  Distribution  Amount is not sufficient to
permit a full distribution of the Formula Principal  Distribution  Amount to the
Class of Class I A Certificateholders  then entitled to such amount, the Class I
A-5 Certificateholders will absorb (i) all losses on each Liquidated Contract in
the amount by which its  Liquidation  Proceeds (net of Liquidation  Expenses and
applicable Advances) are less than its unpaid principal balance plus accrued and
unpaid  interest  thereon  at the  weighted  average  Remittance  Rate  and  the
percentage  rate used to  calculate  the  monthly  servicing  fee and (ii) other
shortfalls in the Available  Distribution  Amount and will incur a loss on their
investments. See "Description of the Certificates--Distributions" herein.       

      On any Remittance  Date on or after the Remittance  Date, if any, on which
the  Principal  Balance  of the Senior  Certificates  of a  particular  Group is
greater than the Pool Scheduled Principal Balance for such Group, if the related
Available Distribution Amount is not sufficient to permit a full distribution of
the   related   Formula   Principal   Distribution   Amount   to   such   Senior
Certificateholders, such Senior Certificateholders will absorb (i) all losses on

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each  Liquidated  Contract in such Group in the amount by which its  Liquidation
Proceeds (net of Liquidation Expenses and applicable Advances) are less than its
unpaid  principal  balance  plus  accrued  and  unpaid  interest  thereon at the
weighted  average  Remittance Rate and the percentage rate used to calculate the
monthly  servicing  fee and  (ii)  other  shortfalls  in the  related  Available
Distribution Amount and will incur a loss on their investments. See "Description
of the Certificates--Distributions" herein.                                     

      The Company (if it is no longer the Servicer) and the Servicer (whether or
not the Company  remains the  Servicer)  each has the option to  repurchase  the
Contracts then outstanding and any other property constituting the Trust Fund if
on any Remittance Date the Pool Scheduled  Principal Balance is less than 10% of
the   Cut-off   Date  Pool   Principal   Balance.   See   "Description   of  the
Certificates--Optional  Termination"  herein.  The exercise of such option would
effect the early retirement of the then outstanding Certificates.               

      In the event that there were a sufficiently  large number of delinquencies
on the Contracts in any Due Period that were not covered by Monthly  Advances as
described herein, the amounts paid to Certificateholders  could be less than the
amount of principal and interest that would  otherwise be payable on the Offered
Certificates  with respect to such Due Period. In such event, even if delinquent
payments on the Contracts were eventually recovered upon liquidation,  since the
amounts received would not include interest on delinquent interest payments, the
effective  yield  on  the  Contracts   would  be  reduced,   and  under  certain
circumstances it is possible that sufficient  amounts might not be available for
the ultimate payment of all principal of the Offered  Certificates  plus accrued
interest  thereon  at the  related  Remittance  Rate,  thus  also  reducing  the
effective yield on the Offered Certificates.                                    

      While partial prepayments of the principal on the Contracts are applied on
Due Dates,  Obligors are not required to pay interest on the Contracts after the
date of a full prepayment of principal. As a result, full prepayments in advance
of the  related Due Dates for such  Contracts  in any Due Period will reduce the
amount of interest  received from  Obligors  during such Due Period to less than
one month's interest. On the other hand, when a Contract (other than a Bi-weekly
Contract or any Semi-Monthly Contract) is prepaid in full during any period, but
after the Due Date for such  Contract in such Due Period,  the effect will be to
increase the amount of interest  received from the related  Obligor  during such
Due  Period  to more  than one  month's  interest.  If a  sufficient  number  of
Contracts  are  prepaid  in full in a given  Due  Period  in  advance  of  their
respective Due Dates,  interest  payable on all of the Contracts during that Due
Period  may be  less  than  the  interest  payable  on the  related  Classes  of
Certificates with respect to such Due Period. In addition, because the principal
balance of the  Bi-weekly  Contracts  are reduced on a  bi-weekly  basis and the
principal  balance of any  Semi-Monthly  Contracts on a semi-monthly  basis, the
amount of interest due from  Obligors on such  Contracts is less than that which
would have accrued if such Contracts  were  amortized on a monthly  basis.  As a
result,  the Trust Fund may not receive sufficient monies to pay the interest on
such  Certificates  in the amounts set forth  herein under  "Description  of the
Certificates--Distributions"  and to  make a full  distribution  to the  related
Certificateholders  of  the  related  Formula  Principal   Distribution  Amounts
respectively  allocable  to them.  Although  no  assurance  can be given in this
matter,  the Company  does not  anticipate  that the net  shortfall  of interest
received  because of  prepayments in full or the  amortization  of the Bi-weekly
Contracts or any Semi-Monthly Contracts in any Due Period would be great enough,
in the absence of delinquencies  and Liquidation  Losses,  to reduce the related
Available Distribution Amount for a Remittance Date below the amount required to
be distributed to the related  Certificateholders on that Remittance Date in the
absence of such prepayment interest shortfalls.                                 

      Each  scheduled  payment on a  Bi-weekly  Contract  in any Due Period will
contain  only  two  weeks  of  interest,  and  each  scheduled  payment  on  any
Semi-Monthly  Contract  in any Due Period  will  contain  only  one-half  of one
month's interest rather than one month's interest. In addition,  the second, and
in some Due Periods the third (in the case of a  Bi-weekly  Contract)  scheduled
payment in each Due Period will be  calculated  on a principal  balance  that is
lower than the  principal  balance at the  beginning  of that Due Period.  These
characteristics  may result in the interest  due on a Bi-weekly  Contract or any
Semi-Monthly  Contract in a  particular  Due Period being less than thirty days'
interest on the principal balance thereof at the beginning of the Due Period.   

Weighted Average Life of the Offered Certificates                               

      The  following  information  is given solely to  illustrate  the effect of
prepayments  of the  Contracts  on the  weighted  average  life  of the  Offered
Certificates  under  the  stated  assumptions  and  is not a  prediction  of the
prepayment rate that might actually be experienced by the Contracts.            

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      Weighted  average life refers to the average  amount of time from the date
of issuance of a security  until each dollar of principal of such  security will
be repaid to the investor. The weighted average life of the Offered Certificates
will be  affected  by the  rate at which  principal  on the  Contracts  is paid.
Principal payments on Contracts may be in the form of scheduled  amortization or
prepayments (for this purpose,  the term  "prepayment"  includes  repayments and
liquidations due to default or other dispositions of Contracts).  Prepayments on
contracts may be measured by a prepayment  standard or model.  The model used in
this Prospectus  Supplement  ("Prepayment Model") is based on an assumed rate of
prepayment  each  month of the then  unpaid  principal  balance of a pool of new
Contracts.  100% of the Prepayment  Model assumes  prepayment  rates of 3.7% per
annum of the then unpaid principal  balance of such Contracts in the first month
of the life of the  Contracts  and an  additional  0.1% per annum in each  month
thereafter  until the 24th month.  Beginning in the 24th month and in each month
thereafter  during  the  life of the  Contracts,  100% of the  Prepayment  Model
assumes a constant prepayment rate of 6.0% per annum.                           

      As used in the following  tables "0% of the  Prepayment  Model" assumes no
prepayments  on the  Contracts;  "100%  of the  Prepayment  Model"  assumes  the
Contracts  will prepay at rates equal to 100% of the  Prepayment  Model  assumed
prepayment  rates; and "225% of the Prepayment Model" assumes the Contracts will
prepay at rates equal to 225% of the Prepayment Model assumed prepayment rates. 

      There is no assurance,  however,  that  prepayments  of the Contracts will
conform to any level of the Prepayment Model, and no representation is made that
the Contracts will prepay at the prepayment  rates shown or any other prepayment
rate. The rate of principal payments on pools of manufactured  housing contracts
is influenced by a variety of economic,  geographic,  social and other  factors,
including  the  level of  interest  rates  and the  rate at  which  manufactured
homeowners sell their  manufactured  homes or default on their contracts.  Other
factors  affecting  prepayment of contracts include changes in obligors' housing
needs, job transfers,  unemployment and obligors' net equity in the manufactured
homes. In the case of mortgage loans secured by site-built homes, in general, if
prevailing  interest rates fall  significantly  below the interest rates on such
mortgage loans, the mortgage loans are likely to be subject to higher prepayment
rates than if  prevailing  interest  rates remain at or above the rates borne by
such mortgage  loans.  Conversely,  if prevailing  interest rates rise above the
interest on such mortgage  loans,  the rate of  prepayment  would be expected to
decrease.  In the case of manufactured housing contracts,  however,  because the
outstanding  principal balances are, in general, much smaller than mortgage loan
balances  and the original  term to maturity of each such  contract is generally
shorter,  the  reduction  or  increase  in the size of the  monthly  payments on
contracts of the same  maturity and principal  balance  arising from a change in
the interest rate thereon is generally  much smaller.  Consequently,  changes in
prevailing  interest rates may not have a similar effect,  or may have a similar
effect, but to a smaller degree, on the prepayment rates on manufactured housing
contracts.                                                                      

Group I Assumptions                                                             

      The tables set forth below assume that there are no  delinquencies  on the
Group I  Contracts  and  that  there  will  be a  sufficient  Group I  Available
Distribution  Amount to distribute  interest on the Group I Certificates and the
Group I Formula Principal  Distribution  Amount to the  Certificateholders  then
entitled thereto.                                                               

      The  percentages and weighted  average lives in the following  tables were
determined  assuming that (i) scheduled  interest and principal  payments on the
Group I Contracts  are received in a timely manner and  prepayments  are made at
the indicated  percentages of the Prepayment Model set forth in the tables; (ii)
the  Servicer  or the  Company  exercises  its  right  of  optional  termination
described  above;  (iii) the Group I Contracts  will, as of the Cut-off Date, be
grouped into nine pools having the  additional  characteristics  set forth below
under "Assumed  Contract  Characteristics  for Group I"; (iv) one-month Libor is
5.4588%;  (v) the Original Class  Principal  Balance and the Remittance  Rate of
each Class of Group I Certificates is as set forth under "Summary  Information";
(vi) no interest  shortfalls will arise in connection with prepayment in full of
the  Contracts;  (vii) there will be no losses on the Group I Contracts;  (viii)
the Group I Performance Tests are satisfied;  (ix) the Group II Contracts prepay
at 250% of the  Prepayment  Model except in the case of the 0% of the Prepayment
Model  scenario in which the Group II Contracts  prepay at 0% of the  Prepayment
Model;  and (x) the Group I Certificates  are purchased on November 30, 1999. No
representation  is made that the  Contracts  will  experience  delinquencies  or
losses at the respective rates assumed above or at any other rates.             

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Assumed Contract Characteristics for Group I

                                                        · Enlarge/Download Table


                                                                              Remaining    Original  
                                                                               Term to      Term to  
                                                 Current                      Maturity     Maturity  
                   Pool                     Principal Balance       APR       (Months)     (Months)  
 -----------------------------------------  ----------------   ------------  -----------  -----------
                                                                                                     
1 ........................................   $ 4,881,265.68      11.5170%        72            73    
2 ........................................    10,533,381.48      10.8940        114           115    
3 ........................................    13,579,546.95      10.8720        145           146    
4 ........................................    18,864,455.17      11.0990        177           179    
5 ........................................    14,657,976.67      10.4450        206           207    
6 ........................................    31,259,952.35      11.0000        238           239    
7 ........................................    13,166,919.60       9.5150        260           261    
8 ........................................    11,525,086.40      10.0710        297           300    
9 ........................................    36,450,642.54       9.6810        350           356    
                                            ---------------                                          
   Total .................................  $154,919,226.84                                          
                                            ===============                                          

      Since the tables  were  prepared  on the basis of the  assumptions  in the
preceding paragraph,  there may be discrepancies  between the characteristics of
the actual Group I Contracts  and the  characteristics  of the Group I Contracts
assumed in preparing the tables.  Any such  discrepancy  may have an effect upon
the percentages of the Original Class I A-1 Principal Balance,  Original Class I
A-2 Principal Balance,  Original Class I A-3 Principal Balance, Original Class I
A-4 Principal Balance,  Original Class IA-5 Principal Balance,  Original Class I
M-1 Principal Balance, Original Class I B-1 Principal Balance and Original Class
I B-2 Principal  Balance  outstanding and weighted  average lives of the Class I
A-1 Certificates,  Class I A-2 Certificates,  Class I A-3 Certificates,  Class I
A-4 Certificates,  Class I A-5 Certificates,  Class I M-1 Certificates,  Class I
B-1  Certificates  and  Class I B-2  Certificates  set forth in the  tables.  In
addition,  since the actual  Contracts  and the Trust Fund have  characteristics
which  differ from those  assumed in preparing  the tables set forth below,  the
distributions  of  principal on each Class of Group I  Certificates  may be made
earlier or later than as indicated in the tables.                               

      It is not likely that Contracts will prepay at any constant  percentage of
the  Prepayment  Model to maturity or that all Contracts will prepay at the same
rate.  In addition,  the diverse  remaining  terms to maturity of the  Contracts
(which include recently originated Contracts) could produce slower distributions
of principal  than as indicated in the tables at the various  percentages of the
Prepayment  Model  specified  even if the  weighted  average  remaining  term to
maturity of the Contracts is the same as the weighted average  remaining term to
maturity of the Assumed Contract Characteristics.                               

      Investors  are urged to make their  investment  decisions  on a basis that
includes their determination as to anticipated  prepayment rates under a variety
of the assumptions discussed herein.                                            

      Based on the  foregoing  assumptions,  the following  tables  indicate the
resulting  weighted  average  lives  of  the  Certificates  and  set  forth  the
percentage of the Original Class  Principal  Balance of each Group I Certificate
that  would be  outstanding  after  each of the  dates  shown  at the  indicated
percentages of the Prepayment Model.                                            

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Percent of the Original Principal Balance of the Class I A-1
 Certificates at the Respective Percentages of the
 Prepayment Model Set Forth Below:

                                                        · Enlarge/Download Table


                                                         Prepayments (% of Prepayment Model)             
                                          ---------------------------------------------------------------
                                           0%        175%        200%        225%       275%        300% 
                                          ----       -----       -----       -----      -----       -----
                                                                                                         
Initial Percentage ......................  100        100         100         100         100        100 
November 7, 2000 ........................   91         64          60          56          48         44 
November 7, 2001 ........................   82         24          16           8           0          0 
November 7, 2002 ........................   71          0           0           0           0          0 
November 7, 2003 ........................   59          0           0           0           0          0 
November 7, 2004 ........................   46          0           0           0           0          0 
November 7, 2005 ........................   31          0           0           0           0          0 
November 7, 2006 ........................   17          0           0           0           0          0 
November 7, 2007 ........................    2          0           0           0           0          0 
November 7, 2008 ........................    0          0           0           0           0          0 
November 7, 2009 ........................    0          0           0           0           0          0 
November 7, 2010 ........................    0          0           0           0           0          0 
November 7, 2011 ........................    0          0           0           0           0          0 
November 7, 2012 ........................    0          0           0           0           0          0 
November 7, 2013 ........................    0          0           0           0           0          0 
November 7, 2014 ........................    0          0           0           0           0          0 
November 7, 2015 ........................    0          0           0           0           0          0 
November 7, 2016 ........................    0          0           0           0           0          0 
November 7, 2017 ........................    0          0           0           0           0          0 
November 7, 2018 ........................    0          0           0           0           0          0 
November 7, 2019 ........................    0          0           0           0           0          0 
November 7, 2020 ........................    0          0           0           0           0          0 
November 7, 2021 ........................    0          0           0           0           0          0 
November 7, 2022 ........................    0          0           0           0           0          0 
November 7, 2023 ........................    0          0           0           0           0          0 
November 7, 2024 ........................    0          0           0           0           0          0 
November 7, 2025 ........................    0          0           0           0           0          0 
November 7, 2026 ........................    0          0           0           0           0          0 
November 7, 2027 ........................    0          0           0           0           0          0 
November 7, 2028 ........................    0          0           0           0           0          0 
November 7, 2029 ........................    0          0           0           0           0          0 
Weighted Average Life (years)(1) ........  4.5        1.3         1.2         1.1         0.9        0.9 

------------                                                          
(1)  The weighted  average life of the Class I A-1 Certificates is determined by
     (i) multiplying the amount of each principal  distribution by the number of
     years from the initial date of issuance of the Class I A-1  Certificates to
     the related  Remittance  Date,  (ii) summing the results and (iii) dividing
the sum by the Original Class I A-1 Principal Balance.                

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Percent of the Original Principal Balance of the Class I A-2
 Certificates at the Respective Percentages of the
 Prepayment Model Set Forth Below:

                                                        · Enlarge/Download Table


                                                          Prepayments (% of Prepayment Model)             
                                           ---------------------------------------------------------------
                                            0%        175%        200%        225%       275%        300% 
                                           ----       -----       -----       -----      -----       -----
                                                                                                          
Initial Percentage .......................  100        100         100         100         100        100 
November 7, 2000 .........................  100        100         100         100         100        100 
November 7, 2001 .........................  100        100         100         100          90         80 
November 7, 2002 .........................  100         80          65          51          23         10 
November 7, 2003 .........................  100         34          16           0           0          0 
November 7, 2004 .........................  100          0           0           0           0          0 
November 7, 2005 .........................  100          0           0           0           0          0 
November 7, 2006 .........................  100          0           0           0           0          0 
November 7, 2007 .........................  100          0           0           0           0          0 
November 7, 2008 .........................   79          0           0           0           0          0 
November 7, 2009 .........................   56          0           0           0           0          0 
November 7, 2010 .........................   33          0           0           0           0          0 
November 7, 2011 .........................   12          0           0           0           0          0 
November 7, 2012 .........................    0          0           0           0           0          0 
November 7, 2013 .........................    0          0           0           0           0          0 
November 7, 2014 .........................    0          0           0           0           0          0 
November 7, 2015 .........................    0          0           0           0           0          0 
November 7, 2016 .........................    0          0           0           0           0          0 
November 7, 2017 .........................    0          0           0           0           0          0 
November 7, 2018 .........................    0          0           0           0           0          0 
November 7, 2019 .........................    0          0           0           0           0          0 
November 7, 2020 .........................    0          0           0           0           0          0 
November 7, 2021 .........................    0          0           0           0           0          0 
November 7, 2022 .........................    0          0           0           0           0          0 
November 7, 2023 .........................    0          0           0           0           0          0 
November 7, 2024 .........................    0          0           0           0           0          0 
November 7, 2025 .........................    0          0           0           0           0          0 
November 7, 2026 .........................    0          0           0           0           0          0 
November 7, 2027 .........................    0          0           0           0           0          0 
November 7, 2028 .........................    0          0           0           0           0          0 
November 7, 2029 .........................    0          0           0           0           0          0 
Weighted Average Life (years)(1) ......... 10.3        3.6         3.3         3.0         2.6        2.4 

-------------                                                         
(1)  The weighted  average life of the Class I A-2 Certificates is determined by
     (i) multiplying the amount of each principal  distribution by the number of
     years from the initial date of issuance of the Class I A-2  Certificates to
     the related  Remittance  Date,  (ii) summing the results and (iii) dividing
the sum by the Original Class I A-2 Principal Balance.                

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Percent of the Original Principal Balance of the Class I A-3
 Certificates at the Respective Percentages of the
 Prepayment Model Set Forth Below:

                                                        · Enlarge/Download Table


                                                          Prepayments (% of Prepayment Model)             
                                           ---------------------------------------------------------------
                                            0%        175%        200%        225%       275%        300% 
                                           ----       -----       -----       -----      -----       -----
                                                                                                          
Initial Percentage .......................  100        100         100         100         100        100 
November 7, 2000 .........................  100        100         100         100         100        100 
November 7, 2001 .........................  100        100         100         100         100        100 
November 7, 2002 .........................  100        100         100         100         100        100 
November 7, 2003 .........................  100        100         100          99          61         44 
November 7, 2004 .........................  100         90          67          46           7          0 
November 7, 2005 .........................  100         58          36          16           0          0 
November 7, 2006 .........................  100         31          10           0           0          0 
November 7, 2007 .........................  100          7           0           0           0          0 
November 7, 2008 .........................  100          0           0           0           0          0 
November 7, 2009 .........................  100          0           0           0           0          0 
November 7, 2010 .........................  100          0           0           0           0          0 
November 7, 2011 .........................  100          0           0           0           0          0 
November 7, 2012 .........................   95          0           0           0           0          0 
November 7, 2013 .........................   74          0           0           0           0          0 
November 7, 2014 .........................   52          0           0           0           0          0 
November 7, 2015 .........................   35          0           0           0           0          0 
November 7, 2016 .........................   15          0           0           0           0          0 
November 7, 2017 .........................    0          0           0           0           0          0 
November 7, 2018 .........................    0          0           0           0           0          0 
November 7, 2019 .........................    0          0           0           0           0          0 
November 7, 2020 .........................    0          0           0           0           0          0 
November 7, 2021 .........................    0          0           0           0           0          0 
November 7, 2022 .........................    0          0           0           0           0          0 
November 7, 2023 .........................    0          0           0           0           0          0 
November 7, 2024 .........................    0          0           0           0           0          0 
November 7, 2025 .........................    0          0           0           0           0          0 
November 7, 2026 .........................    0          0           0           0           0          0 
November 7, 2027 .........................    0          0           0           0           0          0 
November 7, 2028 .........................    0          0           0           0           0          0 
November 7, 2029 .........................    0          0           0           0           0          0 
Weighted Average Life (years)(1) ......... 15.2        6.3         5.6         5.0         4.2        3.9 

------------                                                          
(1)  The weighted  average life of the Class I A-3 Certificates is determined by
     (i) multiplying the amount of each principal  distribution by the number of
     years from the initial date of issuance of the Class I A-3  Certificates to
     the related  Remittance  Date,  (ii) summing the results and (iii) dividing
the sum by the Original Class I A-3 Principal Balance.                

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Percent of the Original Principal Balance of the Class I A-4
 Certificates at the Respective Percentages of the
 Prepayment Model Set Forth Below:

                                                        · Enlarge/Download Table

                                                           Prepayments (% of Prepayment Model)             
                                            ---------------------------------------------------------------
                                             0%        175%        200%        225%       275%        300% 
                                            ----       -----       -----       -----      -----       -----
                                                                                                           
Initial Percentage ........................  100        100         100         100         100        100 
November 7, 2000 ..........................  100        100         100         100         100        100 
November 7, 2001 ..........................  100        100         100         100         100        100 
November 7, 2002 ..........................  100        100         100         100         100        100 
November 7, 2003 ..........................  100        100         100         100         100        100 
November 7, 2004 ..........................  100        100         100         100         100         89 
November 7, 2005 ..........................  100        100         100         100          79         63 
November 7, 2006 ..........................  100        100         100          91          58         44 
November 7, 2007 ..........................  100        100          87          69          40         28 
November 7, 2008 ..........................  100         85          67          51          25         15 
November 7, 2009 ..........................  100         67          50          36          13          5 
November 7, 2010 ..........................  100         51          36          23           4          0 
November 7, 2011 ..........................  100         36          23           0           0          0 
November 7, 2012 ..........................  100          0           0           0           0          0 
November 7, 2013 ..........................  100          0           0           0           0          0 
November 7, 2014 ..........................  100          0           0           0           0          0 
November 7, 2015 ..........................  100          0           0           0           0          0 
November 7, 2016 ..........................  100          0           0           0           0          0 
November 7, 2017 ..........................   97          0           0           0           0          0 
November 7, 2018 ..........................   78          0           0           0           0          0 
November 7, 2019 ..........................   60          0           0           0           0          0 
November 7, 2020 ..........................    0          0           0           0           0          0 
November 7, 2021 ..........................    0          0           0           0           0          0 
November 7, 2022 ..........................    0          0           0           0           0          0 
November 7, 2023 ..........................    0          0           0           0           0          0 
November 7, 2024 ..........................    0          0           0           0           0          0 
November 7, 2025 ..........................    0          0           0           0           0          0 
November 7, 2026 ..........................    0          0           0           0           0          0 
November 7, 2027 ..........................    0          0           0           0           0          0 
November 7, 2028 ..........................    0          0           0           0           0          0 
November 7, 2029 ..........................    0          0           0           0           0          0 
Weighted Average Life (years)(1) .......... 19.8       11.0        10.1         9.2         7.7        6.9 

------------                                                          
(1)  The weighted  average life of the Class I A-4 Certificates is determined by
     (i) multiplying the amount of each principal  distribution by the number of
     years from the initial date of issuance of the Class I A-4  Certificates to
     the related  Remittance  Date,  (ii) summing the results and (iii) dividing
the sum by the Original Class I A-4 Principal Balance.                

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Percent of the Original Principal Balance of the Class I A-5
 Certificates at the Respective Percentages of the
 Prepayment Model Set Forth Below:

                                                        · Enlarge/Download Table

                                                       Prepayments (% of Prepayment Model)             
                                        ---------------------------------------------------------------
                                         0%        175%        200%        225%       275%        300% 
                                        ----       -----       -----       -----      -----       -----
                                                                                                       
Initial Percentage ....................  100        100         100         100         100        100 
November 7, 2000 ......................  100        100         100         100         100        100 
November 7, 2001 ......................  100        100         100         100         100        100 
November 7, 2002 ......................  100        100         100         100         100        100 
November 7, 2003 ......................  100        100         100         100         100        100 
November 7, 2004 ......................  100        100         100         100         100        100 
November 7, 2005 ......................  100        100         100         100         100        100 
November 7, 2006 ......................  100        100         100         100         100        100 
November 7, 2007 ......................  100        100         100         100         100        100 
November 7, 2008 ......................  100        100         100         100         100        100 
November 7, 2009 ......................  100        100         100         100         100        100 
November 7, 2010 ......................  100        100         100         100         100          0 
November 7, 2011 ......................  100        100         100           0           0          0 
November 7, 2012 ......................  100          0           0           0           0          0 
November 7, 2013 ......................  100          0           0           0           0          0 
November 7, 2014 ......................  100          0           0           0           0          0 
November 7, 2015 ......................  100          0           0           0           0          0 
November 7, 2016 ......................  100          0           0           0           0          0 
November 7, 2017 ......................  100          0           0           0           0          0 
November 7, 2018 ......................  100          0           0           0           0          0 
November 7, 2019 ......................  100          0           0           0           0          0 
November 7, 2020 ......................    0          0           0           0           0          0 
November 7, 2021 ......................    0          0           0           0           0          0 
November 7, 2022 ......................    0          0           0           0           0          0 
November 7, 2023 ......................    0          0           0           0           0          0 
November 7, 2024 ......................    0          0           0           0           0          0 
November 7, 2025 ......................    0          0           0           0           0          0 
November 7, 2026 ......................    0          0           0           0           0          0 
November 7, 2027 ......................    0          0           0           0           0          0 
November 7, 2028 ......................    0          0           0           0           0          0 
November 7, 2029 ......................    0          0           0           0           0          0 
Weighted Average Life (years)(1) ...... 20.4       12.9        12.4        11.9        11.1       10.8 

------------                                                          
(1)  The weighted  average life of the Class I A-5 Certificates is determined by
     (i) multiplying the amount of each principal  distribution by the number of
     years from the initial date of issuance of the Class I A-5  Certificates to
     the related  Remittance  Date,  (ii) summing the results and (iii) dividing
the sum by the Original Class I A-5 Principal Balance.                

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Percent of the Original Principal Balance of the Class I M-1
 Certificates at the Respective Percentages of the
 Prepayment Model Set Forth Below:

                                                        · Enlarge/Download Table


                                                          Prepayments (% of Prepayment Model)             
                                           ---------------------------------------------------------------
                                            0%        175%        200%        225%       275%        300% 
                                           ----       -----       -----       -----      -----       -----
                                                                                                          
Initial Percentage .......................  100        100         100         100         100        100 
November 7, 2000 .........................  100        100         100         100         100        100 
November 7, 2001 .........................  100        100         100         100         100        100 
November 7, 2002 .........................  100        100         100         100         100        100 
November 7, 2003 .........................  100        100         100         100         100        100 
November 7, 2004 .........................  100        100         100         100         100        100 
November 7, 2005 .........................  100         85          84          82          79         78 
November 7, 2006 .........................  100         73          70          68          63         61 
November 7, 2007 .........................  100         61          58          55          50         47 
November 7, 2008 .........................  100         51          48          45          39         36 
November 7, 2009 .........................  100         43          39          36          30         28 
November 7, 2010 .........................  100         36          32          29          23          0 
November 7, 2011 .........................   95         29          26           0           0          0 
November 7, 2012 .........................   87          0           0           0           0          0 
November 7, 2013 .........................   79          0           0           0           0          0 
November 7, 2014 .........................   70          0           0           0           0          0 
November 7, 2015 .........................   63          0           0           0           0          0 
November 7, 2016 .........................   55          0           0           0           0          0 
November 7, 2017 .........................   48          0           0           0           0          0 
November 7, 2018 .........................   41          0           0           0           0          0 
November 7, 2019 .........................   34          0           0           0           0          0 
November 7, 2020 .........................    0          0           0           0           0          0 
November 7, 2021 .........................    0          0           0           0           0          0 
November 7, 2022 .........................    0          0           0           0           0          0 
November 7, 2023 .........................    0          0           0           0           0          0 
November 7, 2024 .........................    0          0           0           0           0          0 
November 7, 2025 .........................    0          0           0           0           0          0 
November 7, 2026 .........................    0          0           0           0           0          0 
November 7, 2027 .........................    0          0           0           0           0          0 
November 7, 2028 .........................    0          0           0           0           0          0 
November 7, 2029 .........................    0          0           0           0           0          0 
Weighted Average Life (years)(1) ......... 17.2        9.4         9.0         8.7         8.2        8.0 

------------                                                          
(1)  The weighted  average life of the Class I M-1 Certificates is determined by
     (i) multiplying the amount of each principal  distribution by the number of
     years from the initial date of issuance of the Class I M-1  Certificates to
     the related  Remittance  Date,  (ii) summing the results and (iii) dividing
the sum by the Original Class I M-1 Principal Balance.                

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Percent of the Original Principal Balance of the Class I B-1
 Certificates at the Respective Percentages of the
 Prepayment Model Set Forth Below:

                                                        · Enlarge/Download Table


                                                          Prepayments (% of Prepayment Model)             
                                           ---------------------------------------------------------------
                                            0%        175%        200%        225%       275%        300% 
                                           ----       -----       -----       -----      -----       -----
                                                                                                          
Initial Percentage .......................  100        100         100         100         100        100 
November 7, 2000 .........................  100        100         100         100         100        100 
November 7, 2001 .........................  100        100         100         100         100        100 
November 7, 2002 .........................  100        100         100         100         100        100 
November 7, 2003 .........................  100        100         100         100         100        100 
November 7, 2004 .........................  100        100         100         100         100        100 
November 7, 2005 .........................  100         61          57          54          46         42 
November 7, 2006 .........................  100         28          22          16           3          0 
November 7, 2007 .........................  100          0           0           0           0          0 
November 7, 2008 .........................  100          0           0           0           0          0 
November 7, 2009 .........................  100          0           0           0           0          0 
November 7, 2010 .........................  100          0           0           0           0          0 
November 7, 2011 .........................   86          0           0           0           0          0 
November 7, 2012 .........................   66          0           0           0           0          0 
November 7, 2013 .........................   44          0           0           0           0          0 
November 7, 2014 .........................   22          0           0           0           0          0 
November 7, 2015 .........................    3          0           0           0           0          0 
November 7, 2016 .........................    0          0           0           0           0          0 
November 7, 2017 .........................    0          0           0           0           0          0 
November 7, 2018 .........................    0          0           0           0           0          0 
November 7, 2019 .........................    0          0           0           0           0          0 
November 7, 2020 .........................    0          0           0           0           0          0 
November 7, 2021 .........................    0          0           0           0           0          0 
November 7, 2022 .........................    0          0           0           0           0          0 
November 7, 2023 .........................    0          0           0           0           0          0 
November 7, 2024 .........................    0          0           0           0           0          0 
November 7, 2025 .........................    0          0           0           0           0          0 
November 7, 2026 .........................    0          0           0           0           0          0 
November 7, 2027 .........................    0          0           0           0           0          0 
November 7, 2028 .........................    0          0           0           0           0          0 
November 7, 2029 .........................    0          0           0           0           0          0 
Weighted Average Life (years)(1) ......... 13.7        6.4         6.2         6.1         5.9        5.9 

------------                                                          
(1)  The weighted  average life of the Class I B-1 Certificates is determined by
     (i) multiplying the amount of each principal  distribution by the number of
     years from the initial date of issuance of the Class I B-1  Certificates to
     the related  Remittance  Date,  (ii) summing the results and (iii) dividing
the sum by the Original Class I B-1 Principal Balance.                

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Percent of the Original Principal Balance of the Class I B-2
 Certificates at the Respective Percentages of the
 Prepayment Model Set Forth Below:

                                                        · Enlarge/Download Table


                                                          Prepayments (% of Prepayment Model)             
                                           ---------------------------------------------------------------
                                            0%        175%        200%        225%       275%        300% 
                                           ----       -----       -----       -----      -----       -----
                                                                                                          
Initial Percentage .......................  100        100         100         100         100        100 
November 7, 2000 .........................  100        100         100         100         100        100 
November 7, 2001 .........................  100        100         100         100         100        100 
November 7, 2002 .........................  100        100         100         100         100        100 
November 7, 2003 .........................  100        100         100         100         100        100 
November 7, 2004 .........................  100        100         100         100         100        100 
November 7, 2005 .........................  100        100         100         100         100        100 
November 7, 2006 .........................  100        100         100         100         100         98 
November 7, 2007 .........................  100         99          94          90          81         76 
November 7, 2008 .........................  100         83          78          72          63         58 
November 7, 2009 .........................  100         69          64          58          49         45 
November 7, 2010 .........................  100         57          52          47          38          0 
November 7, 2011 .........................  100         47          42           0           0          0 
November 7, 2012 .........................  100          0           0           0           0          0 
November 7, 2013 .........................  100          0           0           0           0          0 
November 7, 2014 .........................  100          0           0           0           0          0 
November 7, 2015 .........................  100          0           0           0           0          0 
November 7, 2016 .........................   89          0           0           0           0          0 
November 7, 2017 .........................   78          0           0           0           0          0 
November 7, 2018 .........................   66          0           0           0           0          0 
November 7, 2019 .........................   54          0           0           0           0          0 
November 7, 2020 .........................    0          0           0           0           0          0 
November 7, 2021 .........................    0          0           0           0           0          0 
November 7, 2022 .........................    0          0           0           0           0          0 
November 7, 2023 .........................    0          0           0           0           0          0 
November 7, 2024 .........................    0          0           0           0           0          0 
November 7, 2025 .........................    0          0           0           0           0          0 
November 7, 2026 .........................    0          0           0           0           0          0 
November 7, 2027 .........................    0          0           0           0           0          0 
November 7, 2028 .........................    0          0           0           0           0          0 
November 7, 2029 .........................    0          0           0           0           0          0 
Weighted Average Life (years)(1) ......... 19.3       11.2        10.7        10.3         9.6        9.3 

------------                                                          
(1)  The weighted  average life of the Class I B-2 Certificates is determined by
     (i) multiplying the amount of each principal  distribution by the number of
     years from the initial date of issuance of the Class I B-2  Certificates to
     the related  Remittance  Date,  (ii) summing the results and (iii) dividing
the sum by the Original Class I B-2 Principal Balance.                

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Group II Assumptions                                                            

      The tables set forth below assume that there are no  delinquencies  on the
Group II  Contracts  and that  there  will be a  sufficient  Group II  Available
Distribution  Amount to distribute interest on the Group II Certificates and the
Group II Formula Principal  Distribution Amount to the  Certificateholders  then
entitled thereto.                                                               

      The  percentages and weighted  average lives in the following  tables were
determined  assuming that (i) scheduled  interest and principal  payments on the
Group II Contracts are received in a timely manner and  prepayments  are made at
the indicated  percentages of the Prepayment Model set forth in the tables; (ii)
the  Servicer  or the  Company  exercises  its  right  of  optional  termination
described  above;  (iii) the Group II Contracts will, as of the Cut-off Date, be
grouped into six pools  having the  additional  characteristics  set forth below
under "Assumed Contract  Characteristics  for Group II"; (iv) one-month LIBOR is
5.4588% and five year CMT is 6.0900%;  (v) the Original Class Principal  Balance
and the Remittance  Rate of each Class of Group II  Certificates is as set forth
under  "Summary  Information";   (vi)  no  interest  shortfalls  will  arise  in
connection with  prepayment in full of the Group II Contracts;  (vii) there will
be no losses on the Group II Contracts;  (viii) the Group II  Performance  Tests
are satisfied; (ix) the Group I Contracts prepay at 225% of the Prepayment Model
except in the case of the 0% of the Prepayment Model scenario in which the Group
I  Contracts  prepay  at 0% of the  Prepayment  Model;  and  (x)  the  Group  II
Certificates are purchased on November 30, 1999. No  representation is made that
the Contracts will experience  delinquencies  or losses at the respective  rates
assumed above or at any other rates.                                            

 Assumed Contract Characteristics for Group II

                                                        · Enlarge/Download Table


                                                                           Remaining    Original  
                                               Current                      Term to      Term to  
                                              Principal        Current      Maturity     Maturity 
                   Pool                        Balance           APR        (Months)    (Months)  
 ----------------------------------------  --------------   ------------  -----------  -----------
                                                                                                  
1 .......................................  $  2,930,324.68     9.9930%        238           244   
2 .......................................    32,172,971.06    10.1180         232           233   
3 .......................................    44,650,537.36    10.0570         238           239   
4 .......................................    40,911,915.48    10.2790         240           240   
5 .......................................     8,692,645.73    10.4630         244           244   
6 .......................................     2,910,505.48    10.6970         251           251   
                                           ---------------                                        
   Total ................................  $132,268,899.79                                        
                                           ===============                                        

                                                        · Enlarge/Download Table


                                                              First                                         
                        Lifetime  Lifetime  Periodic        Adjustment          Adjustment                  
                Gross     Rate      Rate      Rate             Date             Frequency                   
     Pool      Margin     Cap       Floor     Cap            (Months)            (Months)          Index    
 ------------  -------   ------   -------    ------   ---------------------  ----------------  -------------
                                                      Interest      Payment  Interest Payment               
                                                      ---------------------  ----------------               
                                                                                                            
1 ...........  4.7150%  15.9390%   4.7150%   1.7740%      7            8        12      12     CMT - 5 year 
2 ...........  4.5210   15.9220    4.5210    1.6390       9           10        12      12     CMT - 5 year 
3 ...........  4.3180   15.8570    4.3180    1.6120      10           11        12      12     CMT - 5 year 
4 ...........  4.5470   16.0570    4.5470    1.5670      11           12        12      12     CMT - 5 year 
5 ...........  4.7330   16.1550    4.7330    1.3450      12           13        12      12     CMT - 5 year 
6 ...........  4.9110   16.5050    4.9110    1.3660      13           14        12      12     CMT - 5 year 

      Since the tables  were  prepared  on the basis of the  assumptions  in the
preceding paragraph,  there are discrepancies between the characteristics of the
actual Contracts and the  characteristics  of the Contracts assumed in preparing
the tables.  Any such discrepancy may have an effect upon the percentages of the
Original  Class  II A-1  Principal  Balance,  Original  Class  II B-1  Principal
Balance,  Original  Class  II  B-2  Principal  Balance,  Original  Class  II B-3
Principal  Balance and Original Class II B-4 Principal  Balance  outstanding and
weighted  average  lives  of  the  Class  II  A-1  Certificates,  Class  II  B-1
Certificates,  Class II B-2 Certificates, Class II B-3 Certificates and Class II
B-4  Certificates  set  forth in the  tables.  In  addition,  since  the  actual
Contracts  and the Trust  Fund have  characteristics  which  differ  from  those
assumed in preparing the tables set forth below, the  distributions of principal
on the each Class of Group II Certificates  may be made earlier or later than as
indicated in the tables.                                                        

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      It is not likely that Contracts will prepay at any constant  percentage of
the  Prepayment  Model to maturity or that all Contracts will prepay at the same
rate.  In addition,  the diverse  remaining  terms to maturity of the  Contracts
(which include recently originated Contracts) could produce slower distributions
of principal  than as indicated in the tables at the various  percentages of the
Prepayment  Model  specified  even if the  weighted  average  remaining  term to
maturity of the Contracts is the same as the weighted average  remaining term to
maturity of the Assumed Contract Characteristics.                               

      Investors  are urged to make their  investment  decisions  on a basis that
includes their determination as to anticipated  prepayment rates under a variety
of the assumptions discussed herein.                                            

      Based on the  foregoing  assumptions,  the following  tables  indicate the
resulting  weighted  average  lives  of  the  Certificates  and  set  forth  the
percentage of the Original Class Principal  Balance of each Group II Certificate
that  would be  outstanding  after  each of the  dates  shown  at the  indicated
percentages of the Prepayment Model.                                            

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 Percent of the Original Principal Balance of the Class II A-1
 Certificates at the Respective Percentages of the
 Prepayment Model Set Forth Below:

                                                        · Enlarge/Download Table

                                                            Prepayments (% of Prepayment Model)             
                                            ----------------------------------------------------------------
                                              0%        175%        200%        250%       275%        300% 
                                             ----       -----       -----       -----      -----       -----
                                                                                                            
Initial Percentage ........................   100        100         100         100         100        100 
November 7, 2000 ..........................    93         83          82          79          78         76 
November 7, 2001 ..........................    91         70          67          62          59         56 
November 7, 2002 ..........................    88         57          53          45          42         38 
November 7, 2003 ..........................    86         45          40          31          27         23 
November 7, 2004 ..........................    82         35          29          20          15         11 
November 7, 2005 ..........................    79         31          28          20          15         11 
November 7, 2006 ..........................    75         27          24          19          15         11 
November 7, 2007 ..........................    71         23          20          15          14         11 
November 7, 2008 ..........................    66         20          17          13          11          9 
November 7, 2009 ..........................    61         17          14          10           9          7 
November 7, 2010 ..........................    55         14          12           8           7          6 
November 7, 2011 ..........................    48         12          10           0           0          0 
November 7, 2012 ..........................    41          9           0           0           0          0 
November 7, 2013 ..........................    34          0           0           0           0          0 
November 7, 2014 ..........................    30          0           0           0           0          0 
November 7, 2015 ..........................    25          0           0           0           0          0 
November 7, 2016 ..........................    19          0           0           0           0          0 
November 7, 2017 ..........................    13          0           0           0           0          0 
November 7, 2018 ..........................     6          0           0           0           0          0 
November 7, 2019 ..........................     0          0           0           0           0          0 
November 7, 2020 ..........................     0          0           0           0           0          0 
November 7, 2021 ..........................     0          0           0           0           0          0 
November 7, 2022 ..........................     0          0           0           0           0          0 
November 7, 2023 ..........................     0          0           0           0           0          0 
November 7, 2024 ..........................     0          0           0           0           0          0 
November 7, 2025 ..........................     0          0           0           0           0          0 
November 7, 2026 ..........................     0          0           0           0           0          0 
November 7, 2027 ..........................     0          0           0           0           0          0 
November 7, 2028 ..........................     0          0           0           0           0          0 
November 7, 2029 ..........................     0          0           0           0           0          0 
Weighted Average Life (years)(1) ..........  11.1        4.9         4.4         3.7         3.4        3.1 

------------                                                          
(1)  The weighted average life of the Class II A-1 Certificates is determined by
     (i) multiplying the amount of each principal  distribution by the number of
     years from the initial date of issuance of the Class II A-1 Certificates to
     the related  Remittance  Date,  (ii) summing the results and (iii) dividing
the sum by the Original Class II A-1 Principal Balance.               

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 Percent of the Original Principal Balance of the Class II B-1
 Certificates at the Respective Percentages of the
 Prepayment Model Set Forth Below:

                                                        · Enlarge/Download Table


                                                            Prepayments (% of Prepayment Model)             
                                           -----------------------------------------------------------------
                                              0%        175%        200%        250%       275%        300% 
                                             ----       -----       -----       -----      -----       -----
                                                                                                            
Initial Percentage .......................    100        100         100         100         100        100 
November 7, 2000 .........................    100        100         100         100         100        100 
November 7, 2001 .........................    100        100         100         100         100        100 
November 7, 2002 .........................    100        100         100         100         100        100 
November 7, 2003 .........................    100        100         100         100         100        100 
November 7, 2004 .........................    100        100         100         100         100        100 
November 7, 2005 .........................    100         62          43          36          38         41 
November 7, 2006 .........................    100         34          16           0           0          0 
November 7, 2007 .........................    100         10           0           0           0          0 
November 7, 2008 .........................    100          0           0           0           0          0 
November 7, 2009 .........................    100          0           0           0           0          0 
November 7, 2010 .........................    100          0           0           0           0          0 
November 7, 2011 .........................    100          0           0           0           0          0 
November 7, 2012 .........................    100          0           0           0           0          0 
November 7, 2013 .........................     86          0           0           0           0          0 
November 7, 2014 .........................     55          0           0           0           0          0 
November 7, 2015 .........................     22          0           0           0           0          0 
November 7, 2016 .........................      0          0           0           0           0          0 
November 7, 2017 .........................      0          0           0           0           0          0 
November 7, 2018 .........................      0          0           0           0           0          0 
November 7, 2019 .........................      0          0           0           0           0          0 
November 7, 2020 .........................      0          0           0           0           0          0 
November 7, 2021 .........................      0          0           0           0           0          0 
November 7, 2022 .........................      0          0           0           0           0          0 
November 7, 2023 .........................      0          0           0           0           0          0 
November 7, 2024 .........................      0          0           0           0           0          0 
November 7, 2025 .........................      0          0           0           0           0          0 
November 7, 2026 .........................      0          0           0           0           0          0 
November 7, 2027 .........................      0          0           0           0           0          0 
November 7, 2028 .........................      0          0           0           0           0          0 
November 7, 2029 .........................      0          0           0           0           0          0 
Weighted Average Life (years)(1) .........   15.1        6.5         6.0         5.8         5.8        5.9 

------------                                                          
(1)  The weighted average life of the Class II B-1 Certificates is determined by
     (i) multiplying the amount of each principal  distribution by the number of
     years from the initial date of issuance of the Class II B-1 Certificates to
     the related  Remittance  Date,  (ii) summing the results and (iii) dividing
the sum by the Original Class II B-1 Principal Balance.               

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 Percent of the Original Principal Balance of the Class II B-2
 Certificates at the Respective Percentages of the
 Prepayment Model Set Forth Below:

                                                        · Enlarge/Download Table


                                                          Prepayments (% of Prepayment Model)             
                                           ---------------------------------------------------------------
                                            0%        175%        200%        250%       275%        300% 
                                           ----       -----       -----       -----      -----       -----
                                                                                                          
Initial Percentage .......................  100        100         100         100         100        100 
November 7, 2000 .........................  100        100         100         100         100        100 
November 7, 2001 .........................  100        100         100         100         100        100 
November 7, 2002 .........................  100        100         100         100         100        100 
November 7, 2003 .........................  100        100         100         100         100        100 
November 7, 2004 .........................  100        100         100         100         100        100 
November 7, 2005 .........................  100        100         100         100         100        100 
November 7, 2006 .........................  100        100         100          47          38         52 
November 7, 2007 .........................  100        100          73           0           0          0 
November 7, 2008 .........................  100         60           3           0           0          0 
November 7, 2009 .........................  100          0           0           0           0          0 
November 7, 2010 .........................  100          0           0           0           0          0 
November 7, 2011 .........................  100          0           0           0           0          0 
November 7, 2012 .........................  100          0           0           0           0          0 
November 7, 2013 .........................  100          0           0           0           0          0 
November 7, 2014 .........................  100          0           0           0           0          0 
November 7, 2015 .........................  100          0           0           0           0          0 
November 7, 2016 .........................   53          0           0           0           0          0 
November 7, 2017 .........................    0          0           0           0           0          0 
November 7, 2018 .........................    0          0           0           0           0          0 
November 7, 2019 .........................    0          0           0           0           0          0 
November 7, 2020 .........................    0          0           0           0           0          0 
November 7, 2021 .........................    0          0           0           0           0          0 
November 7, 2022 .........................    0          0           0           0           0          0 
November 7, 2023 .........................    0          0           0           0           0          0 
November 7, 2024 .........................    0          0           0           0           0          0 
November 7, 2025 .........................    0          0           0           0           0          0 
November 7, 2026 .........................    0          0           0           0           0          0 
November 7, 2027 .........................    0          0           0           0           0          0 
November 7, 2028 .........................    0          0           0           0           0          0 
November 7, 2029 .........................    0          0           0           0           0          0 
Weighted Average Life (years)(1) ......... 17.0        9.1         8.3         7.0         6.9        7.0 

------------                                                          
(1)  The weighted average life of the Class II B-2 Certificates is determined by
     (i) multiplying the amount of each principal  distribution by the number of
     years from the initial date of issuance of the Class II B-2 Certificates to
     the related  Remittance  Date,  (ii) summing the results and (iii) dividing
the sum by the Original Class II B-2 Principal Balance.               

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 Percent of the Original Principal Balance of the Class II B-3
 Certificates at the Respective Percentages of the
 Prepayment Model Set Forth Below:

                                                        · Enlarge/Download Table


                                                         Prepayments (% of Prepayment Model)             
                                          ---------------------------------------------------------------
                                           0%        175%        200%        250%       275%        300% 
                                          ----       -----       -----       -----      -----       -----
                                                                                                         
Initial Percentage ......................  100        100         100         100         100        100 
November 7, 2000 ........................  100        100         100         100         100        100 
November 7, 2001 ........................  100        100         100         100         100        100 
November 7, 2002 ........................  100        100         100         100         100        100 
November 7, 2003 ........................  100        100         100         100         100        100 
November 7, 2004 ........................  100        100         100         100         100        100 
November 7, 2005 ........................  100        100         100         100         100        100 
November 7, 2006 ........................  100        100         100         100         100        100 
November 7, 2007 ........................  100        100         100          78          46         27 
November 7, 2008 ........................  100        100         100          31           1          0 
November 7, 2009 ........................  100         97          56           0           0          0 
November 7, 2010 ........................  100         53          16           0           0          0 
November 7, 2011 ........................  100         14           0           0           0          0 
November 7, 2012 ........................  100          0           0           0           0          0 
November 7, 2013 ........................  100          0           0           0           0          0 
November 7, 2014 ........................  100          0           0           0           0          0 
November 7, 2015 ........................  100          0           0           0           0          0 
November 7, 2016 ........................  100          0           0           0           0          0 
November 7, 2017 ........................   38          0           0           0           0          0 
November 7, 2018 ........................    0          0           0           0           0          0 
November 7, 2019 ........................    0          0           0           0           0          0 
November 7, 2020 ........................    0          0           0           0           0          0 
November 7, 2021 ........................    0          0           0           0           0          0 
November 7, 2022 ........................    0          0           0           0           0          0 
November 7, 2023 ........................    0          0           0           0           0          0 
November 7, 2024 ........................    0          0           0           0           0          0 
November 7, 2025 ........................    0          0           0           0           0          0 
November 7, 2026 ........................    0          0           0           0           0          0 
November 7, 2027 ........................    0          0           0           0           0          0 
November 7, 2028 ........................    0          0           0           0           0          0 
November 7, 2029 ........................    0          0           0           0           0          0 
Weighted Average Life (years)(1) ........ 17.9       11.1        10.1         8.6         8.0        7.8 

------------                                                          
(1)  The weighted average life of the Class II B-3 Certificates is determined by
     (i) multiplying the amount of each principal  distribution by the number of
     years from the initial date of issuance of the Class II B-3 Certificates to
     the related  Remittance  Date,  (ii) summing the results and (iii) dividing
the sum by the Original Class II B-3 Principal Balance.               

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Percent of the Original Principal Balance of the Class II B-4 
Certificates at the Respective Percentages of the 
Prepayment Model Set Forth Below: 

                                                        · Enlarge/Download Table


                                                          Prepayments (% of Prepayment Model)             
                                           ---------------------------------------------------------------
                                            0%        175%        200%        250%       275%        300% 
                                           ----       -----       -----       -----      -----       -----
                                                                                                          
Initial Percentage .......................  100        100         100         100         100        100 
November 7, 2000 .........................  100        100         100         100         100        100 
November 7, 2001 .........................  100        100         100         100         100        100 
November 7, 2002 .........................  100        100         100         100         100        100 
November 7, 2003 .........................  100        100         100         100         100        100 
November 7, 2004 .........................  100        100         100         100         100        100 
November 7, 2005 .........................  100        100         100         100         100        100 
November 7, 2006 .........................  100        100         100         100         100        100 
November 7, 2007 .........................  100        100         100         100         100        100 
November 7, 2008 .........................  100        100         100         100         100         86 
November 7, 2009 .........................  100        100         100          95          80         67 
November 7, 2010 .........................  100        100         100          75          62         49 
November 7, 2011 .........................  100        100          89           0           0          0 
November 7, 2012 .........................  100         88           0           0           0          0 
November 7, 2013 .........................  100          0           0           0           0          0 
November 7, 2014 .........................  100          0           0           0           0          0 
November 7, 2015 .........................  100          0           0           0           0          0 
November 7, 2016 .........................  100          0           0           0           0          0 
November 7, 2017 .........................  100          0           0           0           0          0 
November 7, 2018 .........................   56          0           0           0           0          0 
November 7, 2019 .........................    0          0           0           0           0          0 
November 7, 2020 .........................    0          0           0           0           0          0 
November 7, 2021 .........................    0          0           0           0           0          0 
November 7, 2022 .........................    0          0           0           0           0          0 
November 7, 2023 .........................    0          0           0           0           0          0 
November 7, 2024 .........................    0          0           0           0           0          0 
November 7, 2025 .........................    0          0           0           0           0          0 
November 7, 2026 .........................    0          0           0           0           0          0 
November 7, 2027 .........................    0          0           0           0           0          0 
November 7, 2028 .........................    0          0           0           0           0          0 
November 7, 2029 .........................    0          0           0           0           0          0 
Weighted Average Life (years)(1) ......... 19.1       13.3        12.6        11.4        10.9       10.4 

------------                                                          
(1)  The weighted average life of the Class II B-4 Certificates is determined by
     (i) multiplying the amount of each principal  distribution by the number of
     years from the initial date of issuance of the Class II B-4 Certificates to
     the related  Remittance  Date,  (ii) summing the results and (iii) dividing
the sum by the Original Class II B-4 Principal Balance.               

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 DESCRIPTION OF THE CERTIFICATES

      The  Certificates  will be issued  pursuant to the Agreement.  A copy of a
general  form of a Pooling  and  Servicing  Agreement  has been  filed  with the
Securities and Exchange Commission (the  "Commission").  A copy of the execution
form of the  Agreement  (without  certain  exhibits)  will  be  filed  with  the
Securities  and  Exchange   Commission   after  the  initial   issuance  of  the
Certificates.  The following  description  supplements  the  description  of the
Agreement  and  the   Certificates   under  the  caption   "Description  of  the
Certificates"  in the  Prospectus  and  must be  read  together  therewith.  The
following  summaries describe certain terms of the Agreement,  do not purport to
be complete and are subject to, and are qualified in their entirety by reference
to, the provisions of the Agreement. When particular provisions or terms used in
the Agreement are referred to, the actual provisions  (including  definitions of
terms) are incorporated by reference.                                           

General                                                                         

      The Trust will issue  fourteen  classes (each a "Class") of  certificates.
Each  Class  (other  than  the  Class R  Certificate)  will be  issued  in fully
registered  form only,  in  denominations  of $50,000 and integral  multiples of
$1,000 in excess thereof,  except for a denomination  representing the remainder
of a Class of Certificates.  The undivided  percentage interest (the "Percentage
Interest")  of  each  Class  of  Certificates  in  the   distributions  on  such
Certificates  will  be  equal  to the  percentage  obtained  from  dividing  the
denomination of such Certificate by the Original Class Principal Balance of such
Class of Certificates.  Definitive Certificates, if issued, will be transferable
and exchangeable at the corporate trust office of the Trustee. No service charge
will be made for any  registration of exchange or transfer,  but the Trustee may
require  payment  of a sum  sufficient  to cover  any tax or other  governmental
charge.                                                                         

      The  Certificates  evidence  undivided  interests in the Contract Pool and
certain other  property held in trust for the benefit of the  Certificateholders
(the  "Trust  Fund").  The  Certificates  will  consist  of (a)  two  groups  of
certificates  (each, a "Group") including the "Group I Certificates"  consisting
of four  classes of senior  certificates  (the "Class I A-1  Certificates,"  the
"Class I A-2  Certificates," the "Class I A-3 Certificates" and the "Class I A-4
Certificates")  and four classes of subordinated  certificates (the "Class I A-5
Certificates,"  the "Class I M-1  Certificates,"  the "Class I B-1 Certificates"
and the "Class I B-2 Certificates")  and the "Group II Certificates"  consisting
of one class of senior  certificates (the "Class II A-1  Certificates") and four
classes of  subordinated  certificates  (the  "Class II B-1  Certificates,"  the
"Class II B-2  Certificates",  the "Class II B-3 Certificates" and the "Class II
B-4  Certificates")  and (b) one class of  residual  certificates  (the "Class R
Certificate").  The Class I A-1 Certificates,  Class I A-2 Certificates, Class I
A-3  Certificates  and Class I A-4  Certificates  will evidence in the aggregate
approximate  initial  27.76%,  20.01%,  16.78% and 16.45%  undivided  interests,
respectively, in the "Group I Contracts". The Class I A-5 Certificates,  Class I
M-1  Certificates,  Class I B-1 Certificates  and Class I B-2 Certificates  will
evidence in the aggregate  approximate  initial  4.50%,  4.00%,  4.00% and 6.50%
undivided interests,  respectively,  in the Group I Contracts.  The Class II A-1
Certificates,  the Class II B-1 Certificates, the Class II B-2 Certificates, the
Class II B-3 Certificates and the Class II B-4 Certificates will evidence in the
aggregate  approximate initial 76.00%,  10.00%, 3.00%, 4.00% and 7.00% undivided
interests, respectively, in the "Group II Contracts".                           

      The Trust Fund  includes (i) the Contract  Pool,  including  all rights to
receive  payments on the Contracts  received on or after the Cut-off Date,  (ii)
the amounts held from time to time in trust  accounts (with respect to the Group
I Certificates,  the "Group I Certificate Account" and with respect to the Group
II Certificates,  the "Group II Certificate  Account") maintained by the Trustee
pursuant to the Agreement, (iii) any property which initially secured a Contract
and which is acquired in the process of realizing  thereon and (iv) the proceeds
of all insurance policies described herein.                                     

      The Company  will cause the  Contracts  to be assigned to the Trustee or a
co-trustee. The Company, as Servicer, will service the Contracts pursuant to the
Agreement.  The Servicer may perform any of its servicing  obligations under the
Agreement   through  one  or  more   subservicers.   Notwithstanding   any  such
subservicing  arrangement,  the Servicer  will remain  liable for its  servicing
duties  and  obligations  under the  Agreement  as if the  Servicer  alone  were
servicing the Contracts.  The Contract documents will be held for the benefit of
the  Trustee  by the  Servicer  (other  than  certain  documents  related to the
Land-and-Home Contracts and the Mortgage Loans which will be held by a custodian
on behalf of the Trustee).                                                      

      Distributions of principal and interest on the  Certificates  will be made
on the 7th day of each month,  or, if such day is not a business  day,  the next
succeeding  business day (each, a "Remittance Date") beginning in December 1999,
to the persons in whose names the  Certificates  are  registered at the close of
business on the related Record                                                  

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Date. The "Record Date" means (a) with respect to the initial  Remittance  Date,
the Closing Date,  (b) with respect to any  Remittance  Date  thereafter and the
Fixed Rate Certificates,  the last business day of the month preceding the month
of the  related  Remittance  Date,  (c)  with  respect  to any  Remittance  Date
thereafter  and the Floating Rate  Certificates,  the business day preceding the
related  Remittance  Date;  provided,  however,  in the  event  that  Definitive
Certificates are issued with respect to a Class of Certificates, the Record Date
with  respect to such Class will be the close of business  on the last  business
Day of the  month  preceding  the  month  of the  related  Remittance  Date.  If
definitive Offered Certificates are issued,  distributions will be made by check
mailed to the  address  of the  person  entitled  thereto  as it  appears on the
Certificate Register, except that a holder of Offered Certificates with original
denominations  aggregating  at least $5  million  may  request  payment  by wire
transfer of funds pursuant to written  instructions  delivered to the Trustee at
least five business  days prior to the Record Date.  The final  distribution  in
retirement of the Certificates will be made only upon presentation and surrender
of the Certificates at the office or agency of the Trustee in New York, New York
specified in the final distribution notice to Certificateholders.               

Conveyance of Contracts                                                         

      In  addition  to  the  representations  and  warranties  described  in the
Prospectus  under  "Description of  Certificates--Conveyance  of Contracts," the
Company has also made certain  warranties  with respect to the  Contracts in the
aggregate,  including  that (i) the aggregate  principal  amount  payable by the
Obligors as of the Cut-off Date equals the Cut-off Date Pool Principal  Balance;
(ii) (a)  approximately  58.74% of the Group I Cut-off Date Principal Balance is
attributable  to loans to  purchase  new  Manufactured  Homes and  approximately
41.26% of the Group I Cut-off Date Principal Balance is attributable to loans to
purchase used Manufactured  Homes and (b)  approximately  80.68% of the Group II
Cut-off  Date  Principal  Balance  is  attributable  to  loans to  purchase  new
Manufactured  Homes  and  approximately  19.32%  of the  Group II  Cut-off  Date
Principal Balance is attributable to loans to purchase used Manufactured  Homes;
(iii) no  Contract  has a remaining  maturity of more than 360 months;  (iv) the
date of  origination  of each Contract is on or after July 29, 1989;  and (v) no
adverse selection procedures were employed in selecting the Contracts.  Payments
on Contracts                                                                    

      The Trustee will establish and maintain the Certificate  Accounts (i) at a
depository  institution  organized  under the laws of the  United  States or any
state,  the deposits of which are insured to the full extent permitted by law by
the Federal Deposit Insurance Corporation (the "FDIC") whose commercial paper or
unsecured  short-term debt has a rating of P-1 by Moody's and F1+ by Fitch,  and
which is subject to examination by federal or state  authorities or a depository
institution  otherwise  acceptable  to Moody's and Fitch,  (ii) in the corporate
trust department of the Trustee or (iii) at an institution  otherwise acceptable
to Moody's  and Fitch (an  "Eligible  Institution").  Funds in each  Certificate
Account will be invested in Eligible  Investments  (as defined in the Agreement)
that will mature or be subject to  redemption  not later than the  business  day
preceding the applicable monthly Remittance Date. Eligible  Investments include,
among  other  investments,  obligations  of the  United  States or of any agency
thereof backed by the full faith and credit of the United States; federal funds,
certificates of deposit, time deposits and bankers' acceptances sold by eligible
financial institutions;  commercial paper rated P-1 by Moody's and F1+ by Fitch;
money market funds  acceptable  to the Rating  Agencies;  and other  obligations
acceptable to the Rating Agencies.                                              

      All  payments  in respect  of  principal  and  interest  on the  Contracts
received  by the  Servicer,  including  Principal  Prepayments  and  Liquidation
Proceeds  (net  of  Liquidation  Expenses),  will be paid  into  the  applicable
Certificate  Account no later than the second  business  day  following  receipt
thereof.  Amounts received as late payment fees, extension fees, assumption fees
or similar fees will be retained by the Servicer as part of its servicing  fees.
See  "Description  of the  Certificates--Servicing--Servicing  Compensation  and
Payment of Expenses" in the Prospectus. In addition, amounts paid by the Company
for Contracts  repurchased as a result of breach of a representation or warranty
under the Agreement and amounts required to be deposited upon substitution of an
Eligible  Substitute Contract because of breach of a representation or warranty,
as  described  under  "Conveyance  of  Contracts"  above,  will be paid into the
applicable  Certificate  Account.  The Servicer will deposit the Monthly Advance
(described  under  "Advances"  below),  if any,  in the  applicable  Certificate
Account on or before each Determination Date.                                   

      On  the  fifth   business   day  prior  to  each   Remittance   Date  (the
"Determination  Date"),  the Servicer will determine the Available  Distribution
Amount and the amounts to be distributed on the  Certificates  for the following
Remittance Date.                                                                

      The  Available  Distribution  Amount for a Group (the  "Group I  Available
Distribution  Amount"  or the  "Group  II  Available  Distribution  Amount,"  as
applicable) is the sum of (a) the Monthly  Advance  relating to the Contracts in

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such  Group  for  such  Remittance  Date  and  (b)  the  amount  in the  related
Certificate  Account on the close of business on the last day of the immediately
preceding  Due Period less the sum of (i)  scheduled  payments for  Contracts in
such Group  that are due in a Due Period  subsequent  to such Due  Period;  (ii)
payments on Contracts in such Group that have been  repurchased as a result of a
breach of a representation or warranty and any other payments not required to be
deposited  in the  related  Certificate  Account;  (iii)  reimbursements  to the
Servicer in the amount of Liquidation  Expenses incurred and taxes and insurance
premiums advanced by the Servicer in respect of Contracts in such Group; (iv) if
the Company is no longer the Servicer,  the related Monthly  Servicing Fee equal
to 1/12th of the product of 1.25% and the Pool Scheduled  Principal  Balance for
such Group for the immediately  preceding Remittance Date; (v) reimbursements to
the Servicer for  Nonrecoverable  Advances and Monthly Advances  relating to the
Contracts  in such  Group in  respect  of  Liquidated  Contracts,  to the extent
permitted  by the  Agreement;  and (vi)  certain  expenses  reimbursable  to the
Company as provided in the Agreement.                                           

      The  "Due  Period"  with  respect  to any  Remittance  Date is the  period
beginning  on the 26th  day of the  second  month  preceding  the  month of such
Remittance  Date and ending on the 25th day of the month  preceding the month of
such Remittance Date.                                                           

      The Trustee or its Paying Agent will  withdraw  funds from the  applicable
Certificate   Account  (but  only  to  the  extent  of  the  related   Available
Distribution Amount) to make payments to  Certificateholders  as specified under
"Distributions"  below.  From time to time,  as provided in the  Agreement,  the
Servicer will also withdraw funds from the Certificate  Account to make payments
to it as permitted by the Agreement and described in clauses (ii), (iii),  (iv),
(v) and (vi) in the previous paragraph.                                         

Distributions                                                                   

      Distributions  of  principal  and  interest  to  holders  of  a  Class  of
Certificates  will be made on each  Remittance  Date in an  amount  equal to the
respective  Percentage  Interests multiplied by the aggregate amount distributed
on such Class of Certificates on such Remittance Date.                          

      Each distribution with respect to a Book-Entry Certificate will be paid to
DTC,  which will credit the amount of such  distribution  to the accounts of its
Participants in accordance with its normal procedures.  Each Participant will be
responsible for disbursing such  distribution to the Certificate  Owners that it
represents and to each indirect participating brokerage firm (a "brokerage firm"
or "indirect  participating  firm") for which it acts as agent.  Each  brokerage
firm will be responsible for disbursing funds to the Certificate  Owners that it
represents.  All such  credits  and  disbursements  with  respect to  Book-Entry
Certificates are to be made by DTC and the Participants in accordance with DTC's
rules.                                                                          

Interest Distributions:                                             

      With respect to each  Remittance  Date, the Fixed Rate  Certificates  will
accrue  interest in respect of each calendar  month  preceding  such  Remittance
Date.  With  respect to each  Remittance  Date (other than the first  Remittance
Date), the Floating Rate  Certificates  will accrue interest from the Remittance
Date in the preceding  calendar  month through the day preceding the  Remittance
Date in the current  calendar month.  With respect to the first Remittance Date,
the  Floating  Rate   Certificates  will  accrue  interest  from  Closing  Date.
Distributions  to a Class of  Certificateholders  will be  applied  first to the
payment of  interest  and,  if any  payment is then due,  then to the payment of
principal.  Interest on the Fixed Rate  Certificates  will be  calculated on the
basis of a 360-day year  consisting  of twelve  30-day  months.  Interest on the
Floating  Rate  Certificates  will be  calculated  on the basis of the number of
actual days elapsed during the related Interest Period and a 360-day year.      

      With respect to the Floating Rate  Certificates  and any Remittance  Date,
the "Interest  Period" shall be the period from the  Remittance  Date  preceding
such  Remittance  Date (or in the case of the first  Remittance  Date,  from the
Closing Date) through the day preceding such  Remittance  Date.  With respect to
each Class of Fixed Rate  Certificates  and any  Remittance  Date, the "Interest
Period" shall be the period from the first day of the calendar  month  preceding
the month of such Remittance Date through the last day of such calendar month.  

      On each Remittance  Date,  holders of each Class of  Certificates  will be
entitled to receive, to the extent of the Group I Available  Distribution Amount
or Group II Available  Distribution Amount, as applicable,  (i) interest accrued
on such  Class  during  the  related  Interest  Period  at the  then  applicable
Remittance Rate on the Principal Balance of                                     

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such Class immediately prior to that Remittance Date (the "Interest Distribution
Amount" for such Class and Remittance Date), plus (ii) any amounts distributable
under  clause  (i)  above or this  clause  (ii) on such  Class  on the  previous
Remittance  Date but not  previously  distributed,  plus, to the extent  legally
permissible,  interest  accrued on any such amount  during the related  Interest
Period  at  the  then  applicable   Remittance  Rate  (the  "Carryover  Interest
Distribution Amount" for such Class and Remittance Date).                       

Remittance Rates of the Certificates                                

      Fixed  Rate   Certificates:   The  Remittance  Rates  on  the  Fixed  Rate
Certificates  listed  below are  subject to a maximum  rate equal to the Group I
Weighted Average Net Contract Rate for the applicable Remittance Date:          

The "Class I A-2 Remittance Rate" shall equal 6.815%.     

The "Class I A-3 Remittance Rate" shall equal 7.060%.     

The "Class I A-4 Remittance Rate" shall equal 7.320%.     

The "Class I A-5 Remittance Rate" shall equal 7.755%.     

The "Class I M-1 Remittance Rate" shall equal 8.050%.     

The "Class I B-1 Remittance Rate" shall equal 8.750%.     

The "Class I B-2 Remittance Rate" shall equal 8.750%.     

 Floating Rate Certificates: The Remittance Rates on the Floating Rate
Certificates are as follows:                                        

           The "Class I A-1  Remittance  Rate" shall equal the lesser of (a) the
           sum of (i) the London  interbank  offered rate for  one-month  United
           States dollar  deposits  ("LIBOR")  appearing on the Telerate  Screen
           Page 3750 as of the second LIBOR  Business Day prior to the first day
           of the related  Interest  Period (or as of two LIBOR Business Days of
           the Closing Date in the case of the first  Interest  Period) and (ii)
           0.20% and (b) the Group I  Weighted  Average  Net  Contract  Rate (as
defined herein) for such Remittance Date.                 

         The "Class II A-1  Remittance  Rate" shall be the lesser of (a) the
   Class II A-1 Formula  Rate and (b) the Net Funds Cap for such
Remittance Date.                                          
         The "Class II B-1  Remittance  Rate" shall be the lesser of (a) the
   Class II B-1 Formula  Rate and (b) the Net Funds Cap for such
Remittance Date.                                          
         The "Class II B-2  Remittance  Rate" shall be the lesser of (a) the
   Class II B-2 Formula  Rate and (b) the Net Funds Cap for such
Remittance Date.                                          
         The "Class II B-3  Remittance  Rate" shall be the lesser of (a) the
   Class II B-3 Formula  Rate and (b) the Net Funds Cap for such
Remittance Date.                                          
         The "Class II B-4  Remittance  Rate" shall be the lesser of (a) the
   Class II B-4 Formula  Rate and (b) the Net Funds Cap for such
Remittance Date.                                          

           If on any Remittance  Date, the Remittance  Rate for any of the Group
           II Certificates is based on the Net Funds Cap,  Certificateholders of
           such Class will be entitled to receive on subsequent Remittance Dates
           the applicable Net Funds Cap Carryover  Amount (as defined herein) to
           the  extent  of  funds  available   therefore  as  described  herein;
           provided,    however,    additional    funds   resulting   from   the
           cross-collateralization  provisions  described  herein  shall  not be
           available  to Group II  Certificateholders  to pay the Net  Funds Cap
Carryover Amount.                                         

      With respect to the Floating Rate  Certificates,  the Remittance Rates for
the  first  Remittance  Date  (the  "Initial  Remittance  Rates")  will  not  be
determined  until two days prior to the  Closing  Date.  Therefore,  the Initial
Remittance  Rates  have not been  determined  as of the date of this  Prospectus
Supplement.                                                                     

      The "Call  Option Date" shall be the  Remittance  Date on which the sum of
the Group I Pool  Scheduled  Principal  Balance and the Group II Pool  Scheduled
Principal Balance has declined to 10% or less of the Cut-off Date Pool Principal
Balance.                                                                        

      The "Class II A-1 Formula Rate" shall be a per annum rate equal to the sum
of (a) LIBOR  (calculated  as described  above) plus (b) (i) with respect to any
Remittance  Date which  occurs on or prior to the Call  Option  Date (as defined
herein),  0.35% or (ii) with respect to any  Remittance  Date which occurs after
the Call Option Date, 0.70%.                                                    

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      The "Class II B-I Formula Rate" shall be a per annum rate equal to the sum
of (a) LIBOR  (calculated  as described  above) plus (b) (i) with respect to any
Remittance Date which occurs on or prior to the Call Option Date,  0.68% or (ii)
with  respect to any  Remittance  Date which  occurs after the Call Option Date,
1.18%.                                                                          

      The "Class II B-2 Formula Rate" shall be a per annum rate equal to the sum
of (a) LIBOR  (calculated  as described  above) plus (b) (i) with respect to any
Remittance Date which occurs on or prior to the Call Option Date,  1.35% or (ii)
with  respect to any  Remittance  Date which  occurs after the Call Option Date,
1.85%.                                                                          

      The "Class II B-3 Formula Rate" shall be a per annum rate equal to the sum
of (a) LIBOR  (calculated  as described  above) plus (b) (i) with respect to any
Remittance Date which occurs on or prior to the Call Option Date,  3.15% or (ii)
with  respect to any  Remittance  Date which  occurs after the Call Option Date,
3.65%.                                                                          

      The "Class II B-4 Formula Rate" shall be a per annum rate equal to the sum
of (a) LIBOR  (calculated  as described  above) plus (b) (i) with respect to any
Remittance Date which occurs on or prior to the Call Option Date,  3.25% or (ii)
with  respect to any  Remittance  Date which  occurs after the Call Option Date,
3.75%.                                                                          

      The "Group I Weighted Average Net Contract Rate" shall be equal to (a) the
weighted  average  of the Group I Contract  Rates  applicable  to the  scheduled
payments due on the  outstanding  Group I Contracts in the Due Period  preceding
such Remittance Date minus (b) (i) if the Company is the Servicer, 0.00% or (ii)
if the Company is no longer the  Servicer,  1.25% of the Group I Pool  Scheduled
Principal Balance on the first day of the related Due Period.                   

      "LIBOR  Business  Day" means a day on which  banks are open for dealing in
foreign currency and exchange in London and New York City; "Telerate Screen Page
3750" means the display page  currently so designated on the Dow Jones  Telerate
Service  (or such other page as may  replace  that page on that  service for the
purpose of displaying comparable rates or prices).                              

      The "Net Funds Cap" for any Remittance Date shall equal the per annum rate
equal to a fraction,  expressed as a  percentage,  the numerator of which equals
the sum of (a) the aggregate amount of interest due on the Group II Contracts on
the related Due Date and (b) the Overcollateralization Reduction Amount, if any,
for such  Distribution  Date less (c)  one-twelfth  of (i) if the Company is the
Servicer,  0.00% or (ii) if the Company is no longer the Servicer,  1.25% of the
Group II Pool  Scheduled  Principal  Balance  on the first day of the Due Period
less (d) one-twelfth of (i) if the actual  Overcollateralization Amount is equal
to or greater than the Required Overcollateralization Amount for such Remittance
Date, 0.00% or (ii) if the actual  Overcollateralization Amount is less than the
Required  Overcollateralization  Amount for such Remittance  Date,  0.75% of the
Group II Pool Scheduled Principal Balance on the first day of the Due Period and
the  denominator of which is equal to the Certificate  Principal  Balance of the
Group II Certificates  (adjusted to reflect the actual number of days elapsed in
the Interest Period divided by 360).                                            

Priority of Distributions:                                          

      A. On  each  Remittance  Date  on  which  the  Class  I M-1 and  Class I B
Principal  Distribution  Test is not met,  the  Group I  Available  Distribution
Amount will be  distributed in the following  amounts in the following  order of
priority:                                                                       

           (i) interest  accrued during the related Interest Period on the Class
      I A-1,  Class I A-2,  Class I A-3 and Class I A-4  Certificates,  at their
      respective  Remittance Rates on the outstanding  Class I A-1, Class I A-2,
      Class I A-3 and Class I A-4  Principal  Balances,  respectively,  together
      with any previously  undistributed shortfalls in interest due on the Class
      I  A-1,  Class  I  A-2,  Class  I  A-3  and  Class  I  A-4   Certificates,
      respectively,  in  respect  of  prior  Remittance  Dates;  if the  Group I
      Available  Distribution  Amount is not  sufficient to distribute  the full
      amount of interest due on Class I A-1,  Class I A-2, Class I A-3 and Class
      I A-4  Certificates,  the Group I  Available  Distribution  Amount will be
      distributed on such Classes of  Certificates  pro rata on the basis of the
interest due thereon;                                               

           (ii) the  Group  I  Formula  Principal  Distribution  Amount  in  the
following order of priority:                    

               (a)  to the  Class  I A-1  Certificates  until  the  Class  I A-1
Principal Balance is reduced to zero;   

               (b)  to the  Class  I A-2  Certificates  until  the  Class  I A-2
Principal Balance is reduced to zero;   

               (c)  to the  Class  I A-3  Certificates  until  the  Class  I A-3
 Principal Balance is reduced to zero; and

               (d)  to the  Class  I A-4  Certificates  until  the  Class  I A-4
Principal Balance is reduced to zero;   

           (iii)  interest  accrued  during the related  Interest  Period on the
      Class I A-5  Principal  Balance  to the  Class I A-5  Certificates  at the
      related  Remittance  Rate,  together  with  any  previously  undistributed
      shortfalls in interest due on the Class I A-5  Certificates  in respect of
prior Remittance Dates;                                             

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           (iv) the  remainder  of the  Group I Formula  Principal  Distribution
      Amount,  if any,  to the  Class I A-5  Certificates  until the Class I A-5
Principal Balance is reduced to zero;                               

           (v) interest  accrued during the related Interest Period on the Class
      I M-1  Principal  Balance to the Class I M-1  Certificates  at the related
      Remittance Rate, together with any previously  undistributed shortfalls in
      interest  due  on  the  Class  I M-1  Certificates  in  respect  of  prior
Remittance Dates;                                                   

           (vi) the  remainder  of the  Group I Formula  Principal  Distribution
      Amount,  if any,  to the  Class I M-1  Certificates  until the Class I M-1
Principal Balance is reduced to zero;                               

           (vii)  interest  accrued  during the related  Interest  Period on the
      Class I B-1  Principal  Balance  to the  Class I B-1  Certificates  at the
      related  Remittance  Rate,  together  with  any  previously  undistributed
      shortfalls in interest due on the Class I B-1  Certificates  in respect of
prior Remittance Dates;                                             

           (viii) the  remainder of the Group I Formula  Principal  Distribution
      Amount,  if any,  to the  Class I B-1  Certificates  until the Class I B-1
Principal Balance is reduced to zero;                               

           (ix) interest accrued during the related Interest Period on the Class
      I B-2  Principal  Balance to the Class I B-2  Certificates  at the related
      Remittance Rate, together with any previously  undistributed shortfalls in
      interest  due  on  the  Class  I B-2  Certificates  in  respect  of  prior
Remittance Dates;                                                   

           (x) the  remainder  of the  Group I  Formula  Principal  Distribution
      Amount,  if any,  to the  Class I B-2  Certificates  until the Class I B-2
Principal Balance is reduced to zero;                               

           (xi) any Group I Monthly Excess Spread (as defined below) to fund any
Group II Available Funds Shortfall;                                             

           (xii)  any  remaining  Group I  Monthly  Excess  Spread  to fund  any
      unfunded Accelerated  Principal Payment (as defined below) on the Group II
      Certificates  after giving effect to the distribution  described in clause
C(xi) or D(xi), as applicable, below;                               

           (xiii)  so  long  as the  Company  is  the  Servicer,  any  remaining
available funds up to the amount equal to                           

      1/12th of the  product of 1.25% and the Group I Pool  Scheduled  Principal
      Balance for such Remittance Date (the "Group I Monthly Servicing Fee"), to
the Servicer;                                                       

           (xiv) the amount of any reimbursement to CHI for Enhancement Payments
      with respect to the Class I B-2 Certificates as provided in the Agreement;

           (xv) so long as the Company is the Servicer,  any remaining available
      funds up to the amount of the Group II Monthly  Servicing  Fee (as defined
      herein),  if any, remaining unpaid after giving effect to the distribution
      described  in clause  C(xiv)  or  D(xiv),  as  applicable,  below,  to the
Servicer;                                                           

           (xvi) the amount of any reimbursement to CHI for Enhancement Payments
with respect to the                                                             

      Class II B-4  Certificates  as provided in the  Agreement,  which  remains
      unpaid after giving effect to the  distribution  described in clause C(xv)
or D(xv), as applicable, below; and                                 

           (xvii)  any  remaining  available  funds to the holder of the Class R
      Certificate,  which will initially be a special purpose  subsidiary of the
      Company. B. On each Remittance Date on which the Class I M-1 and Class I B
Principal Distribution Test is met, the Group I Available           

Distribution  Amount  will  be  distributed  in  the  following  amounts  in the
following order of priority:                                                    

           (i) interest  accrued during the related Interest Period on the Class
      I A-1,  Class I A-2,  Class I A-3 and Class I A-4  Certificates,  at their
      respective  Remittance Rates on the outstanding  Class I A-1, Class I A-2,
      Class I A-3 and Class I A-4Certificates Principal Balances,  respectively,
      together with any previously  undistributed  shortfalls in interest due on
      the Class I A-1,  Class I A-2,  Class I A-3 and Class I A-4  Certificates,
      respectively,  in  respect  of  prior  Remittance  Dates;  if the  Group I
      Available  Distribution  Amount is not  sufficient to distribute  the full
      amount of interest  due on the Class I A-1,  Class I A-2,  Class I A-3 and
      Class I A-4 Certificates,  the Group I Available  Distribution Amount will
      be  distributed on such Classes of  Certificates  pro rata on the basis of
the interest due thereon;                                           

           (ii) the  Class  I A  Percentage  of the  Group I  Formula  Principal
        Distribution  Amount in the following order of priority:

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               (a)  to the  Class  I A-1  Certificates  until  the  Class  I A-1
Principal Balance is reduced to zero;   

               (b)  to the  Class  I A-2  Certificates  until  the  Class  I A-2
Principal Balance is reduced to zero;   

               (c)  to the  Class  I A-3  Certificates  until  the  Class  I A-3
 Principal Balance is reduced to zero; and

               (d)  to the  Class  I A-4  Certificates  until  the  Class  I A-4
Principal Balance is reduced to zero;   

           (iii)  interest  accrued  during the related  Interest  Period on the
Class I A-5 Principal Balance to the                                            

      Class I A-5 Certificates at the related Remittance Rate, together with any
      previously  undistributed  shortfalls  in interest  due on the Class I A-5
Certificates in respect of prior Remittance Dates;                  

           (iv) the remainder of the Class I A Percentage of the Group I Formula
      Principal  Distribution  Amount,  if any, to the Class I A-5  Certificates
until the Class I A-5 Principal Balance is reduced to zero;         

           (v) interest  accrued during the related Interest Period on the Class
      I M-1  Principal  Balance to the Class I M-1  Certificates  at the related
      Remittance Rate, together with any previously  undistributed shortfalls in
      interest  due  on  the  Class  I M-1  Certificates  in  respect  of  prior
Remittance Dates;                                                   

           (vi) the Class I M-1  Percentage  of the  Group I  Formula  Principal
      Distribution  Amount to the Class I M-1 Certificates until the Class I M-1
Principal Balance is reduced to zero;                               

           (vii)  interest  accrued  during the related  Interest  Period on the
Class I B-1 Principal Balance to the                                

      Class I B-1 Certificates at the related Remittance Rate, together with any
      previously  undistributed  shortfalls  in interest  due on the Class I B-1
Certificates in respect of prior Remittance Dates;                  

           (viii)  the Class I B  Percentage  of the  Group I Formula  Principal
      Distribution  Amount to the Class I B-1 Certificates until the Class I B-1
Principal Balance is reduced to zero;                               

           (ix) interest accrued during the related Interest Period on the Class
I B-2 Principal Balance to the                                      

      Class I B-2 Certificates at the related Remittance Rate, together with any
      previously  undistributed  shortfalls  in interest  due on the Class I B-2
Certificates in respect of prior Remittance Dates;                  

           (x) the  remainder  of the  Group I  Formula  Principal  Distribution
      Amount to the  Class I B-2  Certificates  until the Class I B-2  Principal
      Balance is reduced to zero; provided,  however, if the Class I A and Class
      I M-1  Principal  Balances  have not been  reduced  to zero on or before a
      Remittance Date, to the extent that allocations in respect of principal to
      the  Class I B-2  Certificates  would  reduce  the  Class I B-2  Principal
      Balance below the Class I B-2 Floor Amount, then the amount of such excess
      principal  will  instead  be  distributed,  pro  rata,  to the  Class  I A
      Certificates  and the  Class I M-1  Certificates  based  on the  Class I A
      Principal  Balance  and  the  Class  I  M-1  Principal  Balance  prior  to
      distributions  pursuant to clauses B(ii), (iv) and (vi) above with respect
      to such  Remittance  Date.  The  allocations  in  respect  of such  excess
      principal to the Class I A  Certificates  will be in the order of priority
      set forth in clauses B(ii) and (iv) above.  With respect to any Remittance
      Date,  the  "Class I B-2 Floor  Amount"  will equal  $3,098,157.74  (which
      represents  approximately  2% of the Group I Cut-off  Date Pool  Principal
Balance);                                                           

           (xi) any Group I Monthly Excess Spread to fund any Group II Available
Funds Shortfall;                                                    

           (xii)  any  remaining  Group I  Monthly  Excess  Spread  to fund  any
      unfunded Accelerated  Principal Payment (as defined below) on the Group II
      Certificates  after giving effect to the distribution  described in clause
C(xi) or D(xi), as applicable, below;                               

           (xiii)  so  long  as the  Company  is  the  Servicer,  any  remaining
     available funds up to the Group I Monthly Servicing Fee, to the Servicer;

           (xiv) the amount of any reimbursement to CHI for Enhancement Payments
      with respect to the Class I B-2 Certificates as provided in the Agreement;

          (xv) so long as the Company is the Servicer,  any remaining  available
      funds up to the  amount of the Group II  Monthly  Servicing  Fee,  if any,
      remaining  unpaid after  giving  effect to the  distribution  described in
clause C(xiv) or D(xiv), as applicable, below, to the Servicer;     

          (xvi) the amount of any reimbursement to CHI for Enhancement  Payments
      with  respect  to  the  Class  II  B-4  Certificates  as  provided  in the
      Agreement,  which remains  unpaid after giving effect to the  distribution
described in clause C(xv) or D(xv), as applicable, below; and       

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          (xvii)  any  remaining  available  funds to the  holder of the Class R
Certificate.                                                        

      C. On each Remittance Date on which the Class II B Principal  Distribution
Test is not met, the Group II Available  Distribution Amount will be distributed
in the following amounts in the following order of priority:                    

          (i) interest  accrued during the related  Interest Period on the Class
      II A-1 Principal  Balance to the Class II A-1  Certificates at the related
      Remittance Rate, together with any previously  undistributed shortfalls in
      interest  due on the  Class  II  A-1  Certificates  in  respect  of  prior
Remittance Dates;                                                   

          (ii) the Group II Formula Principal  Distribution  Amount,  net of any
      portion  of the  Overcollateralization  Reduction  Amount,  if  any,  then
      applicable to such  Certificates,  to the Class II A-1 Certificates  until
the Class II A-1 Principal Balance is reduced to zero;              

          (iii) interest accrued during the related Interest Period on the Class
      II B-1 Principal  Balance to the Class II B-1  Certificates at the related
      Remittance Rate, together with any previously  undistributed shortfalls in
      interest  due on the  Class  II  B-1  Certificates  in  respect  of  prior
Remittance Dates;                                                   

           (iv) the remaining Group II Formula Principal Distribution Amount, if
      any,  to  the  Class  II B-1  Certificates,  net  of  any  portion  of the
      Overcollateralization  Reduction  Amount,  if any, then applicable to such
      Certificates, until the Class II B-1 Principal Balance is reduced to zero;

          (v) interest  accrued during the related  Interest Period on the Class
      II B-2 Principal  Balance to the Class II B-2  Certificates at the related
      Remittance Rate, together with any previously  undistributed shortfalls in
      interest  due on the  Class  II  B-2  Certificates  in  respect  of  prior
Remittance Dates;                                                   

           (vi) the remaining Group II Formula Principal Distribution Amount, if
      any,  to  the  Class  II B-2  Certificates,  net  of  any  portion  of the
      Overcollateralization  Reduction  Amount,  if any, then applicable to such
      Certificates, until the Class II B-2 Principal Balance is reduced to zero;

          (vii) interest accrued during the related Interest Period on the Class
      II B-3 Principal  Balance to the Class II B-3  Certificates at the related
      Remittance Rate, together with any previously  undistributed shortfalls in
      interest  due on the  Class  II  B-3  Certificates  in  respect  of  prior
Remittance Dates;                                                   

           (viii) the remainder of the Group II Formula  Principal  Distribution
      Amount,  to the  Class  II B-3  Certificates,  net of any  portion  of the
      Overcollateralization  Reduction  Amount,  if any, then applicable to such
      Certificates, until the Class II B-3 Principal Balance is reduced to zero;

           (ix) interest accrued during the related Interest Period on the Class
      II B-4 Principal  Balance to the Class II B-4  Certificates at the related
      Remittance Rate, together with any previously  undistributed shortfalls in
      interest  due on the  Class  II  B-4  Certificates  in  respect  of  prior
Remittance Dates;                                                   

           (x) the remaining Group II Formula Principal  Distribution Amount, if
      any,  to  the  Class  II B-4  Certificates,  net  of  any  portion  of the
      Overcollateralization  Reduction  Amount,  if any, then applicable to such
      Certificates, until the Class II B-4 Principal Balance is reduced to zero;

           (xi) any remaining Group II Available Distribution Amount to fund any
Accelerated Principal Payment on the Group II Certificates;         

           (xii)  any  Group  II  Monthly  Excess  Spread,   together  with  any
      Overcollateralization  Reduction  Amount,  to fund any  Group I  Available
Funds Shortfall;                                                    

           (xiii) any remaining available funds up to the Class II A-1 Net Funds
      Cap Carryover Amount,  Class II B-1 Net Funds Cap Carryover Amount,  Class
      II B-2  Net  Funds  Cap  Carryover  Amount,  Class  II B-3 Net  Funds  Cap
      Carryover  Amount and Class II B-4 Net Funds Cap  Carryover  Amount to the
      applicable  Certificateholder;  if such available funds are not sufficient
      to distribute  the total Net Funds Cap Carryover  Amount to the applicable
      Classes  of   Certificates,   such  remaining   available  funds  will  be
      distributed on such Classes of  Certificates  pro rata based on the amount
      of the Net  Funds  Cap  Carryover  Amount  owing  to each  such  Class  of
Certificates;                                                       

          (xiv) so long as the Company is the Servicer,  any remaining available
      funds up to the  amount  equal to 1/12th of the  product  of 1.25% and the
      Group II Pool Scheduled  Principal  Balance for such  Remittance Date (the
"Group II Monthly Servicing Fee") to the Servicer;                  

           (xv) the amount of any reimbursement to CHI for Enhancement  Payments
      with  respect  to  the  Class  II  B-4  Certificates  as  provided  in the
Agreement;                                                          

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          (xvi) so long as the Company is the Servicer,  any remaining available
      funds up to the  amount  of the  Group I Monthly  Servicing  Fee,  if any,
      remaining  unpaid after  giving  effect to the  distribution  described in
clause A(xiii) or B(xiii), as applicable, above, to the Servicer;   

          (xvii) the amount of any reimbursement to CHI for Enhancement Payments
      with respect to the Class I B-2 Certificates as provided in the Agreement,
      which remains unpaid after giving effect to the distribution  described in
clause A(xiv) or B(xiv), as applicable, above; and                  

          (xviii)  any  remaining  available  funds to the holder of the Class R
Certificate.                                                        

      D. On each Remittance Date on which the Class II B Principal  Distribution
Test is met,  the  Available  Distribution  Amount  will be  distributed  in the
following amounts in the following order of priority:                           

          (i) interest  accrued during the related  Interest Period on the Class
      II A-1 Principal  Balance to the Class II A-1  Certificates at the related
      Remittance Rate, together with any previously  undistributed shortfalls in
      interest  due on the  Class  II A-1  Certificates,  in  respect  of  prior
Remittance Dates;                                                   

           (ii) the  Class II A  Percentage  of the Group II  Formula  Principal
      Distribution  Amount,  net of  any  portion  of the  Overcollateralization
      Reduction  Amount,  if any, then applicable to such  Certificates,  to the
      Class II A-1  Certificateholders  until the Class II A-1 Principal Balance
is reduced to zero;                                                 

          (iii) interest accrued during the related Interest Period on the Class
      II B-1 Principal  Balance to the Class II B-1  Certificates at the related
      Remittance Rate, together with any previously  undistributed shortfalls in
      interest  due on the  Class  II  B-1  Certificates  in  respect  of  prior
Remittance Dates;                                                   

          (iv) the  Class II B  Percentage  of the  Group II  Formula  Principal
      Distribution  Amount to the Class II B-1 Certificates,  net of any portion
      of the Overcollateralization  Reduction Amount, if any, then applicable to
      such Certificates,  until the Class II B-1 Principal Balance is reduced to
zero;                                                               

          (v) interest  accrued during the related  Interest Period on the Class
      II B-2 Principal  Balance to the Class II B-2  Certificates at the related
      Remittance Rate, together with any previously  undistributed shortfalls in
      interest  due on the  Class  II  B-2  Certificates  in  respect  of  prior
Remittance Dates;                                                   

           (vi) the remainder of the Class II B Percentage, if any, of the Group
      II Formula Principal Distribution Amount to the Class II B-2 Certificates,
      net of any portion of the Overcollateralization  Reduction Amount, if any,
      then  applicable  to such  Certificates,  until the Class II B-2 Principal
Balance is reduced to zero;                                         

          (vii) interest accrued during the related Interest Period on the Class
      II B-3 Principal  Balance to the Class II B-3  Certificates at the related
      Remittance Rate, together with any previously  undistributed shortfalls in
      interest  due on the  Class  II  B-3  Certificates  in  respect  of  prior
Remittance Dates;                                                   

           (viii) the  remainder  of the Class II B  Percentage,  if any, of the
      Group II Formula  Principal  Distribution  Amount, if any, to the Class II
      B-3  Certificates,   net  of  any  portion  of  the  Overcollateralization
      Reduction Amount, if any, then applicable to such Certificates,  until the
Class II B-3 Principal Balance is reduced to zero;                  

          (ix) interest  accrued during the related Interest Period on the Class
      II B-4 Principal  Balance to the Class II B-4  Certificates at the related
      Remittance Rate, together with any previously  undistributed shortfalls in
      interest  due on the  Class  II  B-4  Certificates  in  respect  of  prior
Remittance Dates;                                                   

           (x) the  remainder  of the Group II  Formula  Principal  Distribution
      Amount  to the  Class  II B-4  Certificates,  net  of any  portion  of the
      Overcollateralization  Reduction  Amount,  if any, then applicable to such
      Certificates, until the Class II B-4 Principal Balance is reduced to zero;
      provided,  however,  if the Class II A-1  Principal  Balance  has not been
      reduced  to zero on or  before  a  Remittance  Date,  to the  extent  that
      allocations in respect of principal to the Class II B-4 Certificates would
      reduce  the  sum  of  the  Class  II  B-4   Principal   Balance   and  the
      Overcollateralization  Amount below the Group II Certificate Floor Amount,
      then the amount of such excess  principal  will instead be  distributed to
      the Class II A-1  Certificates.  With respect to any Remittance  Date, the
      "Group II  Certificate  Floor  Amount"  will  equal  $2,645,378.00  (which
      represents  approximately  2% of  the  Group  II  Cut-off  Date  Principal
Balance);                                                           

           (xi) any remaining Group II Available Distribution Amount to fund any
Accelerated Principal Payment on the Group II Certificates;         

           (xii)  any  Group  II  Monthly  Excess  Spread,   together  with  any
      Overcollateralization  Reduction  Amount,  to fund any  Group I  Available
Funds Shortfall;                                                    

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          (xiii) any remaining  available funds up to the Class II A-1 Net Funds
      Cap Carryover Amount,  Class II B-1 Net Funds Cap Carryover Amount,  Class
      II B-2  Net  Funds  Cap  Carryover  Amount,  Class  II B-3 Net  Funds  Cap
      Carryover  Amount  and  Class II B-4 Net  Funds  Carryover  Amount  to the
      applicable  Certificateholder;  if such available funds are not sufficient
      to distribute  the total Net Funds Cap Carryover  Amount to the applicable
      Classes  of   Certificates,   such  remaining   available  funds  will  be
      distributed on such Classes of  Certificates  pro rata based on the amount
      of the Net  Funds  Cap  Carryover  Amount  owing  to each  such  Class  of
Certificates;                                                       

           (xiv) so long as the Company is the Servicer, any remaining available
funds up to the Group II Monthly Servicing Fee, to the Servicer;    

           (xv) the amount of any reimbursement to CHI for Enhancement  Payments
      with  respect  to  the  Class  II  B-4  Certificates  as  provided  in the
Agreement;                                                          

          (xvi) so long as the Company is the Servicer,  any remaining available
      funds up to the  amount  of the  Group I Monthly  Servicing  Fee,  if any,
      remaining  unpaid after  giving  effect to the  distribution  described in
clause A(xiii) or B(xiii), as applicable, above, to the Servicer;   

          (xvii) the amount of any reimbursement to CHI for Enhancement Payments
      with respect to the Class I B-2 Certificates as provided in the Agreement,
      which remains unpaid after giving effect to the distribution  described in
clause A(xiv) or B(xiv), as applicable, above; and                  

          (xviii)  any  remaining  available  funds to the holder of the Class R
Certificate.                                                        

      In no event will the aggregate  distributions of principal to any Class of
Certificates  (including,  in the  case  of  the  Class  IB-2  and  Class  IIB-4
Certificates, any principal amounts included in any Enhancement Payments) exceed
the Original Principal Balance of such Class of Certificates.                   

      Notwithstanding  the  prioritization  of the  distribution  of the Group I
Formula  Principal  Distribution  Amount  among the Group I Senior  Certificates
pursuant to clauses A(ii) and B(ii) above,  on each Remittance Date on and after
the Remittance Date, if any, on which the Deficiency  Event occurs,  the Group I
Available  Distribution  Amount  remaining  after  making the  distributions  of
interest to the Group I Senior  Certificates  required by clauses  A(i) and B(i)
above will be applied to distribute  the Group IFormula  Principal  Distribution
Amount on each Class of Group I Senior  Certificates pro rata in accordance with
the outstanding  Principal  Balance of such Class.  The "Deficiency  Event" will
occur if the sum of the  Principal  Balances of the Group I Senior  Certificates
becomes equal to or greater than the Pool Scheduled  Principal Balance for Group
I.                                                                              

Definitions:                                                                    

      The  "Class I M-1 and  Class I B  Principal  Distribution  Test" is met in
respect of a  Remittance  Date on which each of the  following  requirements  is
satisfied:                                                                      

          (i) such  Remittance  Date is on or after the December 2004 Remittance
Date;                                                               

           (ii) the Class I M-1  Percentage  plus the Class I B  Percentage  for
      such  Remittance Date is equal to at least 25.38% (which is 1.75 times the
      sum of the original  Class I M-1  Percentage  and the  original  Class I B
Percentage);                                                        

(iii) the Group I Performance Tests are satisfied; and    

          (iv) the Class I B-2  Principal  Balance  is not less than the Class I
B-2 Floor Amount.                                                   

      The  "Class  II B  Principal  Distribution  Test" is met in  respect  of a
Remittance Date on which each of the following requirements is satisfied:       

           (i) such  Remittance Date is on or after the December 2004 Remittance
Date;                                                     

          (ii) the Class II B Percentage for such Remittance Date is equal to at
least 50%;                                                          

(iii) the Group II Performance Tests are satisfied; and     

           (iv)  the  sum  of  the  Class  II  B-4  Principal  Balance  and  the
      Overcollateralization  Amount is not less  than the  Group II  Certificate
Floor Amount.                                                       

      The "Group I  Performance  Tests" are satisfied in respect of a Remittance
Date if all of the following conditions with respect to Group I are met:        

          (i)  the  Average  Sixty-Day  Delinquency  Ratio  (as  defined  in the
      Agreement) as of such  Remittance  Date does not exceed 5% for the Group I
Contracts;                                                          

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          (ii) the  Average  Thirty-Day  Delinquency  Ratio (as  defined  in the
      Agreement) as of such  Remittance  Date does not exceed 7% for the Group I
Contracts;                                                          

           (iii) the  Cumulative  Realized  Losses (as defined in the Agreement)
      for the  Group I  Contracts  as of such  Remittance  Date do not  exceed a
      certain  specified  percentage  of the  Group  I  Cut-off  Date  Principal
    Balance, depending on the year in which such Remittance Date occurs; and

          (iv) the Current  Realized Loss Ratio (as defined in the Agreement) as
      of such Remittance  Date does not exceed 2.75% for Group I Contracts.  The
      "Group II Performance Tests" are satisfied in respect of a Remittance Date
      if all of the following  conditions with respect to the Group II Contracts
are met:                                                            

          (i)  the  Average  Sixty-Day  Delinquency  Ratio  (as  defined  in the
      Agreement) as of such  Remittance Date does not exceed 5% for the Group II
Contracts;                                                          

          (ii) the  Average  Thirty-Day  Delinquency  Ratio (as  defined  in the
      Agreement) as of such  Remittance Date does not exceed 7% for the Group II
Contracts;                                                          

           (iii) the  Cumulative  Realized  Losses (as defined in the Agreement)
      for the Group II  Contracts  as of such  Remittance  Date do not  exceed a
      certain  specified  percentage of the Group II Cut-off Date,  depending on
the year in which such Remittance Date occurs; and                  

           (iv) the Current Realized Loss Ratio (as defined in the Agreement) as
      of such  Remittance Date does not exceed 2.75% for the Group II Contracts.

      The "Group I Monthly Excess  Spread" with respect to any  Remittance  Date
will  generally  be equal to the  excess  interest  collections  on the  Group I
Contracts for the related Due Period which remain available after payment of all
required  distributions  on the Group I Certificates  and certain other required
payments for such Remittance Date as specified in the Agreement.                

      The "Group II Monthly Excess  Spread" with respect to any Remittance  Date
will  generally  be equal to the  excess  interest  collections  on the Group II
Contracts   for  the  related  Due  Period   (together   with  interest  on  the
Overcollateralization  Amount to the extent  provided  in the  Agreement)  which
remain  available  after payment of all required  distributions  on the Group II
Certificates  (including any Accelerated  Principal  Payment for such Remittance
Date) and certain other required  payment for such  Remittance Date as specified
in the Agreement.                                                               

      The "Group I  Available  Funds  Shortfall",  if any,  with  respect to any
Remittance  Date,  will be equal to the  amount,  if any,  by which  the Group I
Available Distribution Amount is less than the amount required to be distributed
to the Group I  Certificates  on such  Remittance  Date pursuant to clauses A(i)
through (x) or clauses B(i) through (x), as the case may be, of the distribution
priorities set forth above.                                                     

      The "Group II  Available  Funds  Shortfall",  if any,  with respect to any
Remittance  Date,  will be equal to the  amount,  if any,  by which the Group II
Available Distribution Amount is less than the amount required to be distributed
to the Group II  Certificates  on such  Remittance Date Pursuant to clauses C(i)
through (x) or clauses D(i) through (x), as the case may be, of the distribution
priorities set forth above.                                                     

      The  "Principal  Balance" of each Class of  Certificates  is its  original
Principal  Balance  reduced  by all  distributions  on such  Class in respect of
principal.  The  "Class I A  Principal  Balance"  is the sum of the Class I A-1,
Class I A-2,  Class I A-3, Class I A-4 and Class I A-5 Principal  Balances.  The
"Class I B Principal  Balance" is the sum of the Class I B-1  Principal  Balance
and the Class I B-2 Principal Balance. The "Class II B Principal Balance" is the
sum of the Class II B-1 Principal  Balance,  the Class II B-2 Principal Balance,
the Class II B-3 Principal Balance and the Class II B-4 Principal Balance.      

      The "Class I A Percentage" for a Remittance Date is the percentage derived
from the fraction (which shall not be greater than 1), the numerator of which is
the aggregate Principal Balance of the Class I A Certificates  immediately prior
to such  Remittance  Date and the  denominator  of  which is the Pool  Scheduled
Principal Balance for Group I Contracts.                                        

      The  "Class I M-1  Percentage"  for a  Remittance  Date is the  percentage
derived from the fraction  (which shall not be greater than 1), the numerator of
which  is the  aggregate  Principal  Balance  of the  Class  I M-1  Certificates
immediately  prior to such  Remittance  Date and the denominator of which is the
Pool Scheduled Principal Balance for the Group I Contracts.                     

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      The "Class I B Percentage" is 100% less the Class I A Percentage and Class
I M-1 Percentage.                                                               

      The  "Class  II A  Percentage"  for a  Remittance  Date is the  percentage
derived from the fraction  (which shall not be greater than 1), the numerator of
which is the  aggregate  Principal  Balance  of the  Class  II A-1  Certificates
immediately  prior to such  Remittance  Date and the denominator of which is the
Pool Scheduled Principal Balance for Group II Contracts.                        

      The  "Class  II B  Percentage"  is 100%  less the  Class II A  Percentage;
provided,  however,  that on any  Remittance  Date on which  (i) the  Class II B
Principal Distribution Test is met and (ii) the Class II B Percentage is greater
than  50%,  the  Class II A  Percentage  shall  equal 0% until  distribution  of
principal to the Class II B  Certificateholders  on such  Remittance  Date shall
reduce  the  Class II B  Percentage  to a  percentage  equal  to 50%;  provided,
further,  on the Remittance Date on which there is a Group II Formula  Principal
Distribution  Amount in excess of the amount (the "Required Class II B Payment")
required to be distributed  to the Class II B  Certificates  so as to reduce the
Class  II B  Percentage  to 50%,  the  Required  Class  II B  Payment  shall  be
distributed  to the Class II B Certificates  and the remaining  Group II Formula
Principal  Distribution  Amount shall be distributed  pro rata to the Class II A
Certificates and the Class II B Certificates.                                   

      The "Average  Sixty-Day  Delinquency  Ratio" and the  "Average  Thirty-Day
Delinquency  Ratio" are, in general,  the ratios of the average of the aggregate
principal  balances of Contracts in the applicable  Group  delinquent 60 days or
more and 30 days or more,  respectively,  for the  preceding  three Due  Periods
(determined  as of the last day of each such Due  Period)  to the  average  Pool
Scheduled Principal Balance for such periods.  "Cumulative Realized Losses" are,
in general, the aggregate net liquidation losses (calculated as specified in the
Agreement)  in respect of  Liquidated  Contracts  since the  Cut-off  Date.  The
"Current  Realized  Loss Ratio" is, in general,  the ratio of the  aggregate net
liquidation losses in respect of Liquidated  Contracts for the periods specified
in the Agreement to an average Pool Scheduled Principal Balance specified in the
Agreement.                                                                      

      The  "Formula  Principal  Distribution  Amount" in respect of a Remittance
Date and a Group equals the sum of (i) all  scheduled  payments of principal due
on each  outstanding  Contract in such Group during the Due Period preceding the
month in which the Remittance Date occurs,  (ii) the Scheduled Principal Balance
(as defined  below) of each Contract in such Group which,  during the Due Period
preceding  the month of such  Remittance  Date,  was  purchased  by the  Company
pursuant to the Agreement on account of certain breaches of its  representations
and warranties,  (iii) all Partial  Prepayments (as defined in the Agreement) of
Contracts in such Group  received  during such  preceding  Due Period,  (iv) the
Scheduled  Principal  Balance of each Contract in such Group that was prepaid in
full during such preceding Due Period,  (v) the Scheduled  Principal  Balance of
each  Contract  in such Group that  became a  Liquidated  Contract  during  such
preceding  Due Period and (vi) any  previously  undistributed  shortfalls in the
amounts in clauses  (i)  through  (v) in respect of the prior  Remittance  Dates
(other than any such shortfall with respect to which an Enhancement  Payment has
been made to the related Certificateholders).                                   

      The "Class II A-1 Net Funds Cap Carryover Amount" means, on any Remittance
Date, the sum of (A) if on such  Remittance  Date,  the Remittance  Rate for the
Class II A-1 Certificates is based upon the Net Funds Cap, the excess of (i) the
lesser of (a) the product of (i) the Weighted  Average  Lifetime Cap (as defined
herein)  and (ii) the Class II A-1  Certificate  Principal  Balance  and (b) the
amount of interest the Class II A-1 Certificates  would otherwise be entitled to
receive on such  Remittance  Date had such rate been  calculated at the Class II
A-1  Formula  Rate for such  Remittance  Date over (ii) the  amount of  interest
payable  on the  Class  II A-1  Certificates  at the  Net  Funds  Cap  for  such
Remittance  Date  and (B) the  Class  II A-1 Net  Funds  Cap  Carryover  Amount,
together with accrued interest  thereon,  for all previous  Remittance Dates not
previously  paid  pursuant to clause  C(xiii) or D(xiii)  above.  The  "Weighted
Average  Lifetime Cap" with respect to any Remittance  Date shall equal, on such
Remittance  Date,  the  weighted  average of the  Lifetime  Caps of the Group II
Contracts  multiplied  by a fraction the numerator of which is the actual number
of days elapsed in the related  Interest  Period and the denominator of which is
360.                                                                            

      The "Class II B-1 Net Funds Cap Carryover Amount" means, on any Remittance
Date, the sum of (A) if on such  Remittance  Date,  the Remittance  Rate for the
Class II B-1 Certificates is based upon the Net Funds Cap, the excess of (i) the
lesser of (a) the product of (i) the Weighted  Average Lifetime Cap and (ii) the
Class II B-1  Certificate  Principal  Balance and (b) the amount of interest the
Class II B-1  Certificates  would  otherwise  be  entitled  to  receive  on such
Remittance  Date had such rate been  calculated at the Class II B-1 Formula Rate
for such Remittance  Date over (ii) the amount of interest  payable on the Class
II B-1  Certificates  at the Net Funds Cap for such  Remittance Date and (B) the
Class II B-1 Net Funds Cap  Carryover  Amount,  together  with accrued  interest
thereon,  for all previous  Remittance  Dates not  previously  paid  pursuant to
clause C(xiii) or D(xiii) above.                                                

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      The "Class II B-2 Net Funds Cap Carryover Amount" means, on any Remittance
Date, the sum of (A) if on such  Remittance  Date,  the Remittance  Rate for the
Class II B-2 Certificates is based upon the Net Funds Cap, the excess of (i) the
lesser of (a) the product of (i) the Weighted  Average Lifetime Cap and (ii) the
Class II B-2  Certificate  Principal  Balance and (b) the amount of interest the
Class II B-2  Certificates  would  otherwise  be  entitled  to  receive  on such
Remittance  Date had such rate been  calculated at the Class II B-2 Formula Rate
for such Remittance  Date over (ii) the amount of interest  payable on the Class
II B-2  Certificates  at the Net Funds Cap for such  Remittance Date and (B) the
Class II B-2 Net Funds Cap  Carryover  Amount,  together  with accrued  interest
thereon,  for all previous  Remittance  Dates not  previously  paid  pursuant to
clause C(xiii) or D(xiii) above.                                                

      The "Class II B-3 Net Funds Cap Carryover Amount" means, on any Remittance
Date, the sum of (A) if on such  Remittance  Date,  the Remittance  Rate for the
Class II B-3 Certificates is based upon the Net Funds Cap, the excess of (i) the
lesser of (a) the product of (i) the Weighted  Average Lifetime Cap and (ii) the
Class II B-3  Certificate  Principal  Balance and (b) the amount of interest the
Class II B-3  Certificates  would  otherwise  be  entitled  to  receive  on such
Remittance  Date had such rate been  calculated at the Class II B-3 Formula Rate
for such Remittance  Date over (ii) the amount of interest  payable on the Class
II B-3  Certificates  at the Net Funds Cap for such  Remittance Date and (B) the
Class II B-3 Net Funds Cap  Carryover  Amount,  together  with accrued  interest
thereon,  for all previous  Remittance  Dates not  previously  paid  pursuant to
clause C(xiii) or D(xiii) above.                                                

      The "Class II B-4 Net Funds Cap Carryover Amount" means, on any Remittance
Date, the sum of (A) if on such  Remittance  Date,  the Remittance  Rate for the
Class II B-4 Certificates is based upon the Net Funds Cap, the excess of (i) the
lesser of (a) the product of (i) the Weighted  Average Lifetime Cap and (ii) the
Class II B-4  Certificate  Principal  Balance and (b) the amount of interest the
Class II B-4  Certificates  would  otherwise  be  entitled  to  receive  on such
Remittance  Date had such rate been  calculated at the Class II B-4 Formula Rate
for such Remittance  Date over (ii) the amount of interest  payable on the Class
II B-4  Certificates  at the Net Funds Cap for such  Remittance Date and (B) the
Class II B-4 Net Funds Cap  Carryover  Amount,  together  with accrued  interest
thereon,  for all previous  Remittance  Dates not  previously  paid  pursuant to
clause C(xiii) or D(xiii) above.                                                

      The "Net Funds Cap  Carryover  Amount" with respect to each Class of Group
II  Certificates  shall  equal each of the Class II A-1 Net Funds Cap  Carryover
Amount,  Class II B-1 Net Funds Cap Carryover Amount, Class II B-2 Net Funds Cap
Carryover  Amount,  Class II B-3 Net Funds Cap Carryover Amount and Class II B-4
Net Funds Cap  Carryover  Amount,  as  applicable.  The "Net Funds Cap Carryover
Amount" with respect to all Classes of Group II Certificates shall equal the sum
of the Class II A-1 Net Funds Cap Carryover  Amount,  the Class II B-1 Net Funds
Cap Carryover Amount, the Class II B-2 Net Funds Cap Carryover Amount, the Class
II B-3 Net  Funds  Cap  Carryover  Amount  and the  Class II B-4 Net  Funds  Cap
Carryover Amount. The Class II B-4 Net Funds Cap Carryover Amount shall not have
the benefit of the Limited Guarantee or the Alternate Credit Enhancement.       

      The "Scheduled  Principal Balance" of a Contract as of any Remittance Date
is its  principal  balance  (before  any  adjustment  by reason  of  bankruptcy,
moratorium  or  similar  waiver or grace  period)  as of the Due Date (or latest
occurring  Due Date,  in the case of a Bi-weekly  Contract  or any  Semi-Monthly
Contract) in the Due Period next preceding such  Remittance  Date,  after giving
effect  to any  previous  Partial  Prepayments  and after  giving  effect to all
previous scheduled  principal payments and to the scheduled payment of principal
due on such Due Date (whether or not paid and before any adjustment by reason of
bankruptcy, moratorium or similar waiver or grace period).                      

      The "Pool  Scheduled  Principal  Balance"  for a Group (the  "Group I Pool
Scheduled  Principal Balance" or the "Group IIPool Scheduled  Principal Balance"
as  applicable)  for any  Remittance  Date is equal to (i) the Cut-off Date Pool
Principal  Balance  for such  Group  less  (ii)  the  aggregate  of the  Formula
Principal  Distribution  Amounts  for such Group  (exclusive  of the  amounts in
clause (vi) of the definition thereof) for all prior Remittance Dates.          

      A  "Liquidated  Contract" is a defaulted  Contract as to which all amounts
that the  Servicer  expects to recover  through the date of  disposition  of the
Manufactured  Home and/or any real  property  securing  such  Contract have been
received.                                                                       

Group II Certificates; Overcollateralization Provisions                         

      The Group II Weighted  Average Contract Rate for the Group II Contracts is
expected  generally  to be higher than the  weighted  average of the  Remittance
Rates  applicable to the Group II Certificates,  thus generating  certain excess
interest collections which in the absence of losses and delinquencies,  will not
be needed to fund  distributions  on the Group II  Certificates.  The  Agreement
provides that this excess interest is to be applied, to the extent available,   

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to make  accelerated  payments of  principal to the Class or Classes of Group II
Certificates  then  entitled  to  receive   distributions  of  principal.   Such
accelerated  payments are expected to cause the aggregate  Principal  Balance of
the Group II Certificates to amortize more rapidly than the principal balance of
the Group II Contracts,  resulting in "overcollateralization"  (i.e., the excess
of the Group II Pool Scheduled  Principal  Balance over the aggregate  Principal
Balance of the Group II Certificates).  This interest for a Due Period, together
with  interest  on the  Overcollateralization  Amount  itself,  remaining  after
distributions  in clauses  C(i)  through  (xi) or D(i) through (xi) above is the
"Group II Monthly Excess Spread" for the Remittance Date  immediately  following
the applicable Due Period.  On any Remittance  Date, the  "Overcollateralization
Amount" will be an amount equal to the excess,  if any, of (x) the Group II Pool
Scheduled  Principal  Balance  as of the end of the  immediately  preceding  Due
Period  over (y) the  aggregate  Certificate  Principal  Balance of the Group II
Certificates  on such  Remittance  Date  (after  taking  into  account all other
distributions  to be made on such  Remittance  Date).  On the Closing Date,  the
Overcollateralization Amount will be $899.79.                                   

      On each  Remittance  Date,  the  Group II  Available  Distribution  Amount
remaining  after  distributions  in clauses C(i) through (x) or D(i) through (x)
will be applied to make  accelerated  payments of principal  on each  Remittance
Date until the  Overcollateralization  Amount is equal to the "Initial  Required
Overcollateralization  Amount," which is expected to equal $4,629,411.49,  which
represents  approximately  3.50% of the initial  Group II Contract Pool Balance.
Thereafter,  any remaining  Group II Available  Distribution  Amount will not be
applied to further  increase the  Overcollateralization  Amount  unless,  due to
losses,  the  Overcollateralization  Amount is  decreased,  in which  event such
applications  will  commence  to the extent  necessary  to  increase  the actual
Overcollateralization Amount to the Required  Overcollateralization  Amount. The
level  of the  Required  Overcollateralization  Amount  is  equal  to,  for  any
Remittance  Date,  (x)  prior  to the  date on which  the  Class II B  Principal
Distribution Test is first satisfied, the Initial Required Overcollateralization
Amount  and (y) on and  after  the  date  on  which  the  Class  II B  Principal
Distribution  Test is first  satisfied,  the lesser of (i) the Initial  Required
Overcollateralization  Amount  and (ii)  the  greater  of (a)  7.00% of the then
current Group II Pool Scheduled  Principal Balance and (b) 0.75% of the Group II
Cut-off Date Pool Principal Balance.                                            

      If, on any Remittance  Date,  the level of Required  Overcollateralization
Amount is permitted  to be reduced,  the "Excess  Overcollateralization  Amount"
(the excess of (x) the actual  Overcollateralization  Amount on such  Remittance
Date (after taking into account all other distributions on such Remittance Date)
over (y) the Required  Overcollateralization  Amount for such  Remittance  Date)
will be deducted from the Group II Formula  Principal  Distribution  Amount (but
only to the  extent of such  Group II  Formula  Principal  Distribution  Amount)
otherwise  distributable  to the  holders of the Group II  Certificates  on such
Remittance  Date  (any  such  amount  so  deducted,  an   "Overcollateralization
Reduction  Amount") and will be applied as provided herein under "Description of
the Certificates--Distributions". The Overcollateralization Reduction Amount, if
any, on any  Remittance  Date shall be funded,  first,  from that portion of the
Group II Formula Principal  Distribution  Amount otherwise  distributable to the
holders of the most junior  class of Group II  Certificates  on such  Remittance
Date,   and,   if  such   amount   is   insufficient   to   fund  in  full   the
Overcollateralization  Reduction Amount on such Remittance  Date, then,  second,
from  that  portion  of the  Group  II  Formula  Principal  Distribution  Amount
otherwise  distributable  to the  holders of each  succeeding  class of Group II
Certificates in ascending order of seniority,  until such  Overcollateralization
Reduction Amount is completely  funded.  The Agreement provides that in no event
shall an  Overcollateralization  Reduction  Amount be deducted from the Group II
Formula Principal  Distribution  Amount if, after deducting such amount, the sum
of the  aggregate  Principal  Balance of the Class II B-4  Certificates  and the
Overcollateralization  Amount,  taken  together,  would be less than 2.0% of the
Group II Cut-off Date Principal Balance.                                        

      The  amount,  if  any,  actually  applied  as an  accelerated  payment  of
principal  on any  Remittance  Date is  referred  to herein as the  "Accelerated
Principal Payment" for such Remittance Date. The Accelerated  Principal Payment,
if any, on any Remittance  Date will be an amount equal to the lesser of (x) the
excess of (i) the  Required  Overcollateralization  Amount  over (ii) the actual
Overcollateralization  Amount  on such  Remittance  Date  and (y) the  Group  II
Available  Distribution  Amount  remaining after  distributions  in clauses C(i)
through (x) or D(i)  through (x) and the Group I Available  Distribution  Amount
remaining  after  distributions  in clauses  A(i)  through (xi) and B(i) through
(xi). The  Accelerated  Principal  Payment will be distributed to the holders of
the Class of Group II  Certificates  then entitled to receive  distributions  in
respect of principal on such date.                                              

Cross Collateralization Provisions                                              

      The Agreement provides for cross collateralization through the application
of  excess  amounts  generated  by one  Contract  Group  to fund  shortfalls  in
available  funds  in  the  other  Contract  Group,   subject  to  certain  prior
requirements of such Contract Group.  Therefore,  as to any Remittance Date, the
amount,  if any, of Group I Monthly Excess Spread                               

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remaining after payment of all then applicable  prior  requirements  relating to
the Group I  Certificates  will be used to fund,  first,  any Group II Available
Funds  Shortfall  and,  second,  to the extent of any remaining  Group I Monthly
Excess  Spread,  any  unfunded  Accelerated  Principal  Payment  on the Group II
Certificates for such Remittance Date. Likewise,  as to any Remittance Date, the
amount,   if  any,  of  Group  II  Monthly  Excess  Spread  (together  with  any
Overcollateralization  Reduction  Amount)  remaining  after  payment of all then
applicable prior requirements  relating to the Group II Certificates  (including
any Accelerated Principal Payment for such Remittance Date) will be used to fund
any Group I Available Funds  Shortfall for such Remittance  Date. The payment of
any amounts in respect of cross  collateralization  will be applied in the order
specified   above  under   "--Distributions"   and  "--Group  II   Certificates;
Overcollateralization Provisions".                                              

      Additional  funds  resulting from the  cross-collateralization  provisions
described  herein shall not be available to Group II  Certificateholders  to pay
the Net Funds Cap Carryover Amount.                                             

Group I Certificates and the Senior/Subordinate Structure                       

Subordination of the Class I A-5 Certificates                       

      The  rights of the  holders  of the Class I A-5  Certificates  to  receive
distributions   of  amounts   collected  on  the  Group  I  Contracts   will  be
subordinated,  to the extent  described  herein,  to such  rights of the Group I
Senior Certificates. This subordination is intended to enhance the likelihood of
receipt by the holders of the Group I Senior  Certificates of the full amount of
their scheduled  monthly  payments of interest and the ultimate  receipt by such
holders of principal equal to the applicable Original Class Principal Balance of
the Group I Senior Certificates.                                                

      The protection afforded to the Group I Senior Certificates by means of the
subordination  of the  Class  I A-5  Certificates  will be  accomplished  by the
application of the Group I Available  Distribution Amount in the order specified
under   "--Distributions"   above.  In  addition,   if  the  Group  I  Available
Distribution  Amount on any  Remittance  Date is not  sufficient  to permit  the
distribution of the entire  specified  portion of the Group I Formula  Principal
Distribution Amount to the Group I Senior Certificateholders,  the subordination
feature will protect the Group I Senior Certificateholders, by the right of such
Certificateholders   to  receive,   until,   if  ever,  any  such  shortfall  is
distributed,  a  portion  of the  future  distributions  of  Group  I  Available
Distribution Amounts that would otherwise have been distributable to the holders
of the Class I A-5 Certificates.                                                

Subordination of the Class I M-1 Certificates                       

      The  rights  of  holders  of  the  Class  I M-1  Certificates  to  receive
distributions   of  amounts   collected  on  the  Group  I  Contracts   will  be
subordinated,  to the extent described  herein, to such rights of the holders of
the Group I Senior Certificates and Class I A-5 Certificates. This subordination
is intended to enhance the  likelihood  of receipt by the holders of the Group I
Senior  Certificates  and Class I A-5  Certificates  of the full amount of their
scheduled  monthly payments of interest and the ultimate receipt by such holders
of principal  equal to the applicable  Original Class  Principal  Balance of the
Group I Senior Certificates and Class I A-5 Certificates.                       

      The protection  afforded to the holders of the Group I Senior Certificates
and  Class I A-5  Certificates  by means  of the  subordination,  to the  extent
provided herein, of the Class I M-1 Certificates will be accomplished (i) by the
application of the Group I Available  Distribution Amount in the order specified
under  "--Distributions"  above and (ii) if the Group I  Available  Distribution
Amount on such Remittance  Date is not sufficient to permit the  distribution of
the  entire  specified  portion  of the Group I Formula  Principal  Distribution
Amount,  as applicable,  to the Class of Group I Senior  Certificateholders  and
Class I A-5 Certificateholders,  by the right of such Group I Senior and Class I
A-5  Certificateholders  to  receive,  until,  if ever,  any such  shortfall  is
distributed,  a portion  of future  Available  Distribution  Amounts  that would
otherwise have been payable to the holders of the Class I M-1  Certificates.  On
each Remittance Date before the Class I A Principal  Balance is reduced to zero,
the holders of the Class I M-1 Certificates  will receive the amounts  specified
under "--Distributions" above.                                                  

      Subordination  of the Class I B-1 and Class I B-2 Certificates and Class R
Certificate                                                                     

      The rights of holders of the Class I B-1 and Class I B-2  Certificates and
Class R Certificate to receive distributions of amounts collected on the Group I
Contracts will be subordinated,  to the extent described  herein, to such rights
of the holders of the Class I M-1 Certificates.  This  subordination is intended
to enhance the likelihood of receipt by the holders of the Class I A and Class I
M-1  Certificates  of the full  amount of their  scheduled  monthly  payments of
interest  and the ultimate  receipt by such  holders of  principal  equal to the
applicable Original Class Principal Balance.                                    

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      The protection  afforded to the holders of the Class I M-1 Certificates by
means of the  subordination,  to the extent provided herein,  of the Class I B-1
and Class I B-2 Certificates and Class R Certificate will be accomplished (i) by
the  application  of the  Group I  Available  Distribution  Amount  in the order
specified  under  "--Distributions"  above  and  (ii) if the  Group I  Available
Distribution  Amount on such  Remittance  Date is not  sufficient  to permit the
distribution of the entire  specified  portion of the Group I Formula  Principal
Distribution Amount, as applicable,  to the Class I M-1  Certificateholder  then
entitled   to  such   distribution,   by  the   right   of  such   Class  I  M-1
Certificateholders   to  receive,   until,   if  ever,  any  such  shortfall  is
distributed,  a portion  of future  Available  Distribution  Amounts  that would
otherwise  have been  payable to the  holders of the Class I B-1 and Class I B-2
Certificates  or the Class R  Certificate.  On each  Remittance  Date before the
Class I A  Principal  Balance is reduced to zero,  the  holders of the Class I B
Certificates will receive the amounts specified under "--Distributions" above.  

Subordination of the Class I B-2 Certificates                       

      The  rights of the  holders  of the Class I B-2  Certificates  to  receive
distributions  of amounts  collected on the  Contracts in the Trust Fund will be
subordinated,  to the extent described herein, to such rights of the Class I B-1
Certificates.  This  subordination  is  intended to enhance  the  likelihood  of
receipt  by  the  holders  of  the  Class  I A,  Class  I M-1  and  Class  I B-1
Certificates of the full amount of their scheduled  monthly payments of interest
and the ultimate  receipt by such holders of principal  equal to the  applicable
Original Class Principal Balance.                                               

      The protection  afforded to the Class I B-1  Certificates  by means of the
subordination  of the  Class  I B-2  Certificates  will be  accomplished  by the
application  of the  applicable  Available  Distribution  Amount  in  the  order
specified  under  "--Distributions"   above.  In  addition,  if  the  applicable
Available Distribution Amount on any Remittance Date is not sufficient to permit
the  distribution  of  the  entire  specified  portion  of the  related  Formula
Principal   Distribution   Amount,   as   applicable,   to  the   Class   I  B-1
Certificateholders   and  the   subordination   provided  by  the  Class  I  B-2
Certificates has not been exhausted,  the subordination feature will protect the
Class   I  B-1   Certificateholders   by  the   right   of  the   Class   I  B-1
Certificateholders   to  receive,   until,   if  ever,  any  such  shortfall  is
distributed,  a portion of the future  distributions  of Available  Distribution
Amounts that would otherwise have been distributable to the holders of the Class
I B-2 Certificates or the Class R Certificate.                                  

      However, the Class I B-2 Certificates will have the benefit of the Limited
Guarantee  from CHI or the  Alternate  Credit  Enhancement.  Neither the Limited
Guarantee nor the  Alternate  Credit  Enhancement  will benefit or result in any
payments  on any  other  Offered  Certificates  (other  than  the  Class  II B-4
Certificates to the limited extent described below).                            

Group II Certificates and the Senior/Subordinate Structure                      

Subordination of the Class II B-1 Certificates                      

      The  rights of the  holders  of the Class II B-1  Certificates  to receive
distributions  of amounts  collected on the  Contracts in the Trust Fund will be
subordinated, to the extent described herein, to such rights of the Class II A-1
Certificates.  This  subordination  is  intended to enhance  the  likelihood  of
receipt by the  holders of the Class II A-1  Certificates  of the full amount of
their scheduled  monthly  payments of interest and the ultimate  receipt by such
holders of principal equal to the Original Class II A-1 Class Principal Balance.

      The protection  afforded to the Class II A-1  Certificates by means of the
subordination  of the  Class II B-1  Certificates  will be  accomplished  by the
application  of the  applicable  Available  Distribution  Amount  in  the  order
specified  under  "--Distributions"   above.  In  addition,  if  the  applicable
Available Distribution Amount on any Remittance Date is not sufficient to permit
the  distribution  of the  entire  specified  portion  of the  Group II  Formula
Principal   Distribution   Amount,   as   applicable,   to  the   Class  II  A-1
Certificateholders,  the  subordination  feature  will  protect the Class II A-1
Certificateholders,  by the right of such  Certificateholders to receive, until,
if  ever,  any  such  shortfall  is   distributed,   a  portion  of  the  future
distributions of Available  Distribution  Amounts that would otherwise have been
distributable to the Class II B-1 Certificates.                                 

      Subordination  of the  Class  II B-2,  Class  II  B-3,  and  Class  II B-4
Certificates and Class R Certificate                                            

      The rights of holders of the Class II B-2,  Class II B-3, Class II B-4 and
Class R  Certificate  to  receive  distributions  of  amounts  collected  on the
Contracts will be subordinated,  to the extent described  herein, to such rights
of the  holders  of the  Class  II  A-1  and  Class  II B-1  Certificates.  This
subordination is intended to enhance the                                        

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likelihood  of  receipt  by the  holders  of  Class  II  A-1  and  Class  II B-1
Certificates of the full amount of their scheduled  monthly payments of interest
and the ultimate  receipt by such holders of principal  equal to the  applicable
Original Class Principal Balance.                                               

      The  protection  afforded  to the holders of the Class II A-1 and Class II
B-1 Certificates by means of the  subordination,  to the extent provided herein,
of the Class II B-2, Class II B-3, Class II B-4 and Class R Certificate  will be
accomplished  (i) by the  application of the applicable  Available  Distribution
Amount  in the order  specified  under  "--Distributions"  above and (ii) if the
applicable  Available  Distribution  Amount  on  such  Remittance  Date  is  not
sufficient to permit the  distribution  of the entire  specified  portion of the
Formula Principal  Distribution Amount, as applicable,  to the Class of Class II
A-1 Certificateholders then entitled to such distribution,  by the right of such
Class II A-1  Certificateholders to receive,  until, if ever, any such shortfall
is distributed,  a portion of future Available  Distribution  Amounts that would
otherwise have been payable to the holders of the Class II B Certificates or the
Class R  Certificate.  On each  Remittance  Date before the Class II A Principal
Balance is  reduced to zero,  the  holders of the Class II B  Certificates  will
receive the amounts specified under "--Distributions" above.                    

      Subordination  of the  Class  II  B-2,  Class  II  B-3  and  Class  II B-4
Certificates                                                                    

      The rights of the holders of the Class II B-2,  the Class II B-3 and Class
II B-4  Certificates  to  receive  distributions  of  amounts  collected  on the
Contracts  in the  Trust  Fund will be  subordinated,  to the  extent  described
herein, to such rights of the Class II B-1 Certificates.  This  subordination is
intended to enhance the likelihood of receipt by the holders of the Class II B-1
Certificates of the full amount of their scheduled  monthly payments of interest
and the ultimate  receipt by such holders of principal  equal to the  applicable
Original Class Principal Balance.                                               

      The protection  afforded to the Class II B-1  Certificates by means of the
subordination  of  the  Class  II  B-2,  the  Class  II  B-3  and  Class  II B-4
Certificates will be accomplished by the application of the applicable Available
Distribution  Amount in the order  specified under  "--Distributions"  above. In
addition, if the applicable Available Distribution Amount on any Remittance Date
is not sufficient to permit the distribution of the entire specified  portion of
the applicable  Formula Principal  Distribution  Amount,  as applicable,  to the
Class II B-1  Certificateholders  and the subordination provided by the Class II
B-2, the Class II B-3 and Class II B-4 Certificates has not been exhausted,  the
subordination  feature will protect the Class II B-1  Certificateholders  by the
right of the Class II B-1  Certificateholders  to receive,  until,  if ever, any
such  shortfall  is  distributed,  a  portion  of the  future  distributions  of
Available  Distribution  Amounts that would otherwise have been distributable to
the holders of the Class II B-2, the Class II B-3 and Class II B-4  Certificates
or the Class R Certificate.                                                     

Subordination of the Class II B-3 and Class II B-4 Certificates     

      The  rights  of  holders  of the Class II B-3 and Class II B-4 and Class R
Certificate to receive  distributions of amounts collected on the Contracts will
be subordinated,  to the extent described  herein, to such rights of the holders
of the Class II B-2 Certificates.  This subordination is intended to enhance the
likelihood  of receipt by the holders of Class II B-2  Certificates  of the full
amount of their scheduled  monthly payments of interest and the ultimate receipt
by such holders of principal  equal to the applicable  Original Class  Principal
Balance.                                                                        

      The protection afforded to the holders of the Class II B-2 Certificates by
means of the  subordination,  to the extent provided herein, of the Class II B-3
and Class II B-4 Certificates will be accomplished (i) by the application of the
applicable   Available   Distribution   Amount  in  the  order  specified  under
"--Distributions"  above. In addition, if the applicable Available  Distribution
Amount on any Remittance  Date is not sufficient to permit the  distribution  of
the entire specified  portion of the Formula Principal  Distribution  Amount, as
applicable,  to  the  Class  II B-2  Certificateholders  and  the  subordination
provided  by the  Class  II B-3 and  Class  II B-4  Certificates  has  not  been
exhausted,   the   subordination   feature   will   protect  the  Class  II  B-2
Certificateholders  by the  right  of such  Class II B-2  Certificateholders  to
receive, until, if ever, any such shortfall is distributed,  a portion of future
Available  Distribution  Amounts that would  otherwise  have been payable to the
holders of the Class II B-3 and II B-4 Certificates or the Class R Certificate. 

      In addition,  the protection  afforded to the Class II B-3 Certificates by
means of the subordination of the Class II B-4 Certificates will be accomplished
by the application of the applicable Available  Distribution Amount in the order
specified  under  "--Distributions"   above.  In  addition,  if  the  applicable
Available Distribution Amount on any Remittance Date is not sufficient to permit
the  distribution  of the entire  specified  portion of the  applicable         

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Formula  Principal  Distribution  Amount,  as  applicable,  to the  Class II B-3
Certificateholders   and  the  subordination   provided  by  the  Class  II  B-4
Certificates has not been exhausted,  the subordination feature will protect the
Class  II  B-3   Certificateholders   by  the   right   of  the   Class  II  B-3
Certificateholders   to  receive,   until,   if  ever,  any  such  shortfall  is
distributed,  a portion of the future  distributions  of Available  Distribution
Amounts that would otherwise have been distributable to the holders of the Class
II B-4 Certificates or the Class R Certificate.                                 

      However,  the  Class II B-4  Certificates  will  have the  benefit  of the
Limited  Guarantee  from CHI or the Alternate  Credit  Enhancement.  Neither the
Limited Guarantee nor the Alternate Credit Enhancement will benefit or result in
any  payments  on any other  Class of  Certificates  (other than the Class I B-2
Certificates to the limited extent described above).                            

Losses on Liquidated Contracts                                                  

      In general,  a "Liquidated  Contract" is a defaulted  Contract as to which
all amounts that the Servicer expects to recover through the date of disposition
of the  Manufactured  Home and/or any real  property  securing such Contract has
been received.                                                                  

      As described  above,  the  distribution of principal to the holders of the
Senior Certificates in each Group is intended to include the Scheduled Principal
Balance of each Contract in the related Group that became a Liquidated  Contract
during the Due Period immediately  preceding the month of such distribution.  If
the  Liquidation  Proceeds,  net of  related  Liquidation  Expenses,  from  such
Liquidated  Contract  are less  than the  Scheduled  Principal  Balance  of such
Liquidated Contract, and accrued and unpaid interest thereon, then to the extent
such  deficiency  is  not  covered  by  any  excess   interest   collections  on
non-defaulted  Contracts,  the  deficiency  may,  in effect,  be absorbed by the
Subordinate  Certificates  since a  portion  of  future  Available  Distribution
Amounts  funded by future  principal  collections  on the  Contracts,  up to the
aggregate  amount  of  such   deficiencies,   that  would  otherwise  have  been
distributable to them may be paid to the holders of the Senior Certificates.  If
the protection afforded to the holders of a Class of Subordinate Certificates by
the subordination of one or more Classes of more junior Subordinate Certificates
is exhausted, the holders of such Class of Subordinate Certificates will incur a
loss on their investment.                                                       

      If the Group I or Group II Available  Distribution  Amount, as applicable,
for any  Remittance  Date is not  sufficient  to cover,  in addition to interest
distributable  to the related Senior  Certificateholders,  the entire  specified
portion of the applicable Formula Principal Distribution Amount distributable to
the related  Senior  Certificateholders  then  entitled to such  payment on such
Remittance  Date,  then the  amount  of the  Pool  Scheduled  Principal  Balance
available  to the Class B  Certificates  (i.e.,  such Pool  Scheduled  Principal
Balance  less the  Class I A  Principal  Balance  or the  Class  II A  Principal
Balance, as applicable) on future Remittance Dates will be reduced. With respect
to each Group of  Certificates,  if,  because of  liquidation  losses,  the Pool
Scheduled  Principal  Balance  for such Group were to  decrease  proportionately
faster than  distributions to the related Senior  Certificateholders  and Senior
Subordinate   Certificateholders   reduce   the   Principal   Balance   of  such
Certificates,  the level of  protection  afforded  by the  subordination  of the
Subordinate  Certificates  (i.e., the percentage of the Pool Scheduled Principal
Balance  for the  applicable  Group  available  to the  Certificates)  would  be
reduced.  On each  Remittance  Date,  if any,  on or after the date on which the
Senior  Certificate  Principal  Balance equals or becomes  greater than the Pool
Scheduled  Principal  Balance  for such Group and so long as the Class I A-5 and
Class II B-1  Certificates  are  outstanding,  the  Class I A-5 and Class II B-1
Certificates  will bear all losses on Liquidated  Contracts  (with no ability to
recover the amount of any liquidation loss from future principal  collections on
the Contracts) and incur a loss on their investment in the Class I A-5 and Class
II B-1  Certificates.  On each Remittance  Date, if any, on or after the date on
which  the   Deficiency   Event   occurs,   the  Group  I  or  Group  II  Senior
Certificateholders, as applicable, will receive only their respective percentage
interest of  Liquidation  Proceeds  (net of  Liquidation  Expenses)  realized in
respect of Liquidated  Contracts,  rather than the Scheduled  Principal Balances
thereof,  and will  therefore bear all losses on Liquidated  Contracts  (with no
ability to recover  the amount of any  liquidation  loss from  future  principal
collections on the Contracts) and incur a loss on their  investment in the Group
I or Group II  Senior  Certificates,  as  applicable.  See  "Description  of the
Certificates--Group I Certificates and the Senior/Subordinate Structure, and "--
Group II  Certificates  and the  Senior/Subordinate  Structure"  and  "Yield and
Prepayment Considerations."                                                     

      On each Remittance  Date, if any, on or after the date on which the sum of
the  Principal  Balances of the Senior  Certificates  in either  Group equals or
becomes greater than the Pool Scheduled  Principal  Balance for such Group,     

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the  related  Senior  Certificateholders  will  receive  only  their  respective
percentage  interests of  Liquidation  Proceeds  (net of  Liquidation  Expenses)
realized  in respect of  Liquidated  Contracts  in such  Group,  rather than the
Scheduled  Principal  Balances  thereof,  and will  therefore bear all losses on
Liquidated  Contracts  (with no ability to recover the amount of any liquidation
loss from future  principal  collections  on the  Contracts) and incur a loss on
their investment in such Certificates.                                          

      But for the subordination of the Class I B-2 Certificates, the Class I B-1
Certificateholders  would absorb (i) all losses on each  Liquidated  Contract in
Group I (to the extent such loss is not covered by excess interest  collections)
and (ii) other shortfalls in the applicable  Available  Distribution Amount. If,
on any Remittance Date, the sum of the Class I A Principal Balance and the Class
I B-1  Principal  Balance  becomes  equal to or greater than the Pool  Scheduled
Principal Balance for Group I, then the Class I B-1 Certificateholders will bear
all losses on  Liquidated  Contracts  in Group I (with no ability to recover the
amount  of  any  Liquidation  Loss  from  future  principal  collections  on the
Contracts) and incur a loss on their investment in the Class I B-1 Certificates.

      But for the subordination of the Class II B-4  Certificates,  the Class II
B-3  Certificateholders  would absorb (i) all losses on each Liquidated Contract
in  Group  II (to  the  extent  such  loss is not  covered  by  excess  interest
collections or the  Overcollateralization  Amount) and (ii) other  shortfalls in
the applicable  Available  Distribution  Amount. If, on any Remittance Date, the
sum of the Class II A Principal Balance, the Class II B-1 Principal Balance, the
Class II B-2 Principal  Balance and the Class II B-3 Principal  Balance  becomes
equal to or greater than the Pool Scheduled Principal Balance for Group II, then
the Class II B-3 Certificateholders will bear all losses on Liquidated Contracts
in Group II (with no ability to recover the amount of any Liquidation  Loss from
future  principal  collections  on the  Contracts)  and  incur a loss  on  their
investment in the Class II B-3 Certificates.                                    

Limited Guarantee of CHI                                                        

      In order to mitigate  the effect of the  subordination  of the Class I B-2
Certificates or the Class II B-4  Certificates,  as applicable,  and liquidation
losses and  delinquencies  on the  Contracts  in the related  Group borne by the
Class I B-2 Certificates or the Class II B-4  Certificates,  as applicable,  CHI
will initially  provide a limited  guarantee (the "Limited  Guarantee")  against
losses that would  otherwise be absorbed by the Class I B-2  Certificates or the
Class II B-4 Certificates, as applicable. Such Limited Guarantee may be replaced
by an Alternate Credit Enhancement. See "--Alternate Credit Enhancement" below. 

      Each payment  required to be made under the Limited  Guarantee is referred
to as an "Enhancement Payment." Prior to the Remittance Date with respect to the
Class I B-2 Certificates  (the "Initial Class I B-2 Principal  Remittance Date")
on which the Class I B-1 Principal  Balance is reduced to zero, the  Enhancement
Payment  will equal the amount,  if any, by which (a) the sum of (i) the Class I
B-2 Formula  Distribution Amount (which will be equal to interest accrued during
the related  Interest Period on the Class I B-2 Principal  Balance and an amount
of principal  described in the Agreement) for such  Remittance Date and (ii) the
Class I B-2 Principal  Liquidation  Loss Amount,  if any, exceeds (b) the amount
(other than the  Enhancement  Payment) that will otherwise be distributed on the
Class I B-2  Certificates on such Remittance Date (the "Class I B-2 Distribution
Amount").  On each Remittance Date on or after the Initial Class I B-2 Principal
Remittance Date, the Enhancement Payment will equal the amount, if any, by which
the Class I B-2 Formula  Distribution  Amount  (which will include both interest
and principal)  exceeds the Class I B-2 Distribution  Amount for such Remittance
Date. Prior to the Remittance Date with respect to the Class II B-4 Certificates
(the "Initial Class II B-4 Principal Remittance Date") on which the Class II B-3
Principal  Balance is reduced to zero,  the  Enhancement  Payment will equal the
amount,  if  any,  by  which  (a)  the  sum  of (i)  the  Class  II B-4  Formula
Distribution  Amount (which will be equal to interest accrued during the related
Interest Period on the Class II B-4 Principal Balance and an amount of principal
described in the Agreement) for such  Remittance  Date and (ii) the Class II B-4
Principal  Liquidation  Loss Amount,  if any, exceeds (b) the amount (other than
the Enhancement  Payment) that will otherwise be distributed on the Class II B-4
Certificates on such Remittance Date (the "Class II B-4  Distribution  Amount").
On  each  Remittance  Date  on or  after  the  Initial  Class  II B-4  Principal
Remittance Date, the Enhancement Payment will equal the amount, if any, by which
the Class II B-4 Formula  Distribution  Amount (which will include both interest
and principal) exceeds the Class II B-4 Distribution  Amount for such Remittance
Date; provided,  however, that the Enhancement Payment with respect to the Class
II B-4 Certificates  will not include amounts in respect of the Class II B-4 Net
Funds Cap Carryover Amount.                                                     

      The "Class I B-2  Principal  Liquidation  Loss Amount" for any  Remittance
Date will equal the amount,  if any, by which (a) the Group I Formula  Principal
Distribution  Amount  (exclusive of the portion thereof specified in clause (vi)
of the definition of Formula Principal  Distribution Amount) for such Remittance
Date exceeds (b) the amount (exclusive of the Enhancement  Payment)  distributed
on the Group I Certificates on account of principal on such Remittance Date. The
Class I B-2  Principal  Liquidation  Loss  Amount  represents  future  principal
payments on the Contracts that,  because of the subordination of the Class I B-2
Certificates  and liquidation  losses on the Contracts,  will not be paid to the
Class I B-2 Certificateholders from the assets of the Trust Fund but may be paid
in the form of an Enhancement Payment.                                          

      The "Class II B-4 Principal  Liquidation  Loss Amount" for any  Remittance
Date will equal the amount,  if any, by which (a) the Group II Formula Principal
Distribution  Amount  (exclusive of the portion thereof specified in clause (vi)
of the definition of Formula Principal  Distribution Amount) for such Remittance
Date exceeds (b) the amount (exclusive of the Enhancement  Payment)  distributed
on the Group II Certificates  on account of principal on such                   

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Remittance Date. The Class II B-4 Principal  Liquidation Loss Amount  represents
future principal payments on the Contracts that, because of the subordination of
the Class II B-4 Certificates and liquidation losses on the Contracts,  will not
be paid to the Class II B-4 Certificateholders from the assets of the Trust Fund
but  may be  paid  to the  Class  II B-4  Certificateholders  in the  form of an
Enhancement Payment.                                                            

      In the  event  that,  on a  particular  Remittance  Date,  the Class I B-2
Distribution Amount or the Class II B-4 Distribution  Amount, as applicable,  in
the  applicable  Certificate  Account plus any amounts  actually  paid under the
Limited  Guarantee are not sufficient to make a full distribution of interest to
the Class I B-2  Certificateholder  or the Class II B-4  Certificateholders,  as
applicable,  the amount of the deficiency  will be carried  forward as an amount
that the Class I B-2  Certificateholders or the Class II B-4  Certificateholder,
as applicable, are entitled to receive on the next Remittance Date.             

      The Limited Guarantee will be an unsecured  general  obligation of CHI and
will not be supported by any letter of credit or other enhancement arrangement. 

      The Limited  Guarantee is for the benefit of the Class I B-2  Certificates
and Class II B-4  Certificates  only and will not result in any  payments on the
other Offered Certificates.                                                     

      As reimbursement  to CHI for Enhancement  Payments made by CHI pursuant to
the Limited  Guarantee,  CHI will be entitled to receive on each Remittance Date
an amount equal to the lesser of (a) the Available Distribution Amount, less the
portion of the Available  Distribution  Amount  distributed on the  Certificates
(other  than  the  Class  R  Certificate),  and  (b)  the  aggregate  amount  of
Enhancement Payments outstanding which remain unreimbursed as of such Remittance
Date.                                                                           

Alternate Credit Enhancement                                                    

      In the event that,  at CHI's  option,  Alternate  Credit  Enhancement  (as
defined  herein)  is  provided  and,  upon  prior  written  notice to the Rating
Agencies, the Rating Agencies shall have notified CHI, the Company, the Servicer
and  the  Trustee  in  writing  that   substitution  of  such  Alternate  Credit
Enhancement  for the  Limited  Guarantee  will not  result in the  downgrade  or
withdrawal of the then current rating of any class of the Certificates, and upon
the delivery by CHI to the Trustee of an opinion of counsel,  acceptable  to the
Trustee,  that such  action  would not cause the Trust to fail to  qualify  as a
REMIC,  the  Limited  Guarantee  shall be  released  and  shall  terminate.  The
Alternate Credit Enhancement may consist of cash or securities  deposited by CHI
or any other person in a segregated  escrow,  trust or  collateral  account or a
letter of credit,  certificate  insurance  policy or surety  bond  provided by a
third party (an "Alternate Credit  Enhancement").  On each Remittance Date after
delivery of the Alternate Credit Enhancement,  an amount, equal to the lesser of
the amount which would have been  payable  under the Limited  Guarantee  and the
amount available under such Alternate Credit  Enhancement,  shall be transferred
from such account to the applicable  Certificate Account to make payments to the
Class I B-2 and Class II B-4 Certificateholders, as applicable (the "Enhancement
Payment").  CHI shall have no obligation to replace such enhancement once it has
been exhausted.                                                                 

Advances                                                                        

      For each Remittance  Date, the Servicer will be obligated to make advances
("Monthly  Advances")  in  respect  of  delinquent  scheduled  payments  on  the
Contracts that were due in the preceding Due Period and would, in the Servicer's
judgment,  be recoverable  from related late payments,  Liquidation  Proceeds or
otherwise.                                                                      

      On or prior to each  Determination  Date,  the  Servicer  will  either (i)
deposit from its own funds the Monthly  Advance into the applicable  Certificate
Account,  (ii)  cause  appropriate  entries  to be  made in the  records  of the
applicable  Certificate Account that funds in the applicable Certificate Account
that  are not  part of the  applicable  Available  Distribution  Amount  for the
related Remittance Date have been used to make the Monthly Advance or           

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(iii) make the Monthly  Advance through any combination of clauses (i) and (ii).
Any funds held for future  distribution  and used in accordance with clause (ii)
must be restored by the Servicer  from its own funds or advance  payments on the
Contracts when they become part of a future Available  Distribution  Amount. The
Monthly Advance is the sum of delinquent  scheduled  payments due in the related
Due Period,  exclusive of all Nonrecoverable  Advances,  except that the Monthly
Advance will not exceed the amount necessary to bring the Available Distribution
Amount up to the sum of the amounts  specified  in clauses  A(i)-(x),  B(i)-(x),
C(i)-(x) or D(i)-(x),  as the case may be, under  "--Distributions--Priority  of
Distributions"  above. A Nonrecoverable  Advance is any advance made or proposed
to be made  that  the  Servicer  believes  is  not,  or if  made  would  not be,
ultimately recoverable from related Liquidation Proceeds or otherwise.          

      Monthly  Advances  are  intended to maintain a regular  flow of  scheduled
interest and principal payments to  Certificateholders  rather than to guarantee
or insure  against  losses.  The  Servicer  will  reimburse  itself for  Monthly
Advances out of collections of the late scheduled  payments.  In addition,  upon
the  determination  that a Nonrecoverable  Advance has been made in respect of a
Contract or upon a Contract  becoming a Liquidated  Contract,  the Servicer will
reimburse  itself out of funds in the  applicable  Certificate  Account  for the
delinquent  scheduled  payments on such  Contract  (exclusive  of any  scheduled
payment (i) for which no advance was made because the Servicer  determined  that
such an advance  would be a  Nonrecoverable  Advance if an advance  were made or
(ii)  that  was  recovered  out of Net  Liquidation  Proceeds  for  the  related
Contract).                                                                      

      The  Servicer  will also be  obligated  to make  advances,  to the  extent
recoverable  out of  Liquidation  Proceeds or  otherwise,  in respect of certain
taxes and insurance  premiums not paid by an Obligor on a timely basis. Funds so
advanced are reimbursable to the Servicer as provided in the Agreement.         

Reports to Certificateholders                                                   

      The Trustee will include with each distribution to each  Certificateholder
a statement as of such Remittance Date setting forth, among other things:       

                                                        · Enlarge/Download Table

                                                                                              
(a)  the aggregate amount distributed on the Class I A-1 Certificates on such Remittance Date;
(b)  the amount of such distribution which constitutes principal;                             
(c)  the amount of such distribution which constitutes interest;                              
(d)  the remaining Class I A-1 Principal Balance;                                             
(e)  the aggregate amount distributed on the Class I A-2 Certificates on such Remittance Date;
(f)  the amount of such distribution which constitutes principal;                             
(g)  the amount of such distribution which constitutes interest;                              
(h)  the remaining Class I A-2 Principal Balance;                                             
(i)  the aggregate amount distributed on the Class I A-3 Certificates on such Remittance Date;
(j)  the amount of such distribution which constitutes principal;                             
(k)  the amount of such distribution which constitutes interest;                              
(l)  the remaining Class I A-3 Principal Balance;                                             
(m)  the aggregate amount distributed on the Class I A-4 Certificates on such Remittance Date;
(n)  the amount of such distribution which constitutes principal;                             
(o)  the amount of such distribution which constitutes interest;                              
(p)  the remaining Class I A-4 Principal Balance;                                             
(q)  the aggregate amount distributed on the Class I A-5 Certificates on such Remittance Date;
(r)  the amount of such distribution which constitutes principal;                             
(s)  the amount of such distribution which constitutes interest;                              
(t)  the remaining Class I A-5 Principal Balance;                                             
(u)  the aggregate amount distributed on the Class I M-1 Certificates on such Remittance Date;
(v)  the amount of such distribution which constitutes principal;                             


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(w)   the amount of such distribution which constitutes interest;                                   
(x)   the remaining Class I M-1 Principal Balance;                                                  
(y)   the aggregate amount distributed on the Class I B-1 Certificates on such Remittance Date;     
(z)   the amount of such distribution which constitutes principal;                                  
(aa)  the amount of such distribution which constitutes interest;                                   
(bb)  the remaining Class I B-1 Principal Balance;                                                  
(cc)  the aggregate amount distributed on the Class I B-2 Certificates on such Remittance Date;     
(dd)  the amount of such distribution which constitutes principal;                                  
(ee)  the amount of such distribution which constitutes interest;                                   
(ff)  the amount, if any, by which the Class I B-2 Formula Distribution Amount exceeds the remaining
      Group I Available Distribution Amount for such Remittance Date;                               
(gg)  the Class I B-2 Liquidation Loss Amount, if any, for such Remittance Date;                    
(hh)  the Enhancement Payment, if any, for such Remittance Date;                                    
(ii)  the remaining Class I B-2 Principal Balance;                                                  
(jj)  the aggregate amount distributed on the Class II A-1 Certificates on such Remittance Date;    
(kk)  the amount of such distribution which constitutes principal;                                  
(ll)  the amount of such distribution which constitutes interest;                                   
(mm)  the remaining Class II A-1 Principal Balance;                                                 
(nn)  the aggregate amount distributed on the Class II B-1 Certificates on such Remittance Date;    
(oo)  the amount of such distribution which constitutes principal;                                  
(pp)  the amount of such distribution which constitutes interest;                                   
(qq)  the remaining Class II B-1 Principal Balance;                                                 
(rr)  the aggregate amount distributed on the Class II B-2 Certificates on such Remittance Date;    
(ss)  the amount of such distribution which constitutes principal;                                  
(tt)  the amount of such distribution which constitutes interest;                                   
(uu)  the remaining Class II B-2 Principal Balance;                                                 
(vv)  the aggregate amount distributed on the Class II B-3 Certificates on such Remittance Date;    
(ww)  the amount of such distribution which constitutes principal;                                  
(xx)  the amount of such distribution which constitutes interest;                                   
(yy)  the remaining Class II B-3 Principal Balance;                                                 
(zz)  the aggregate amount distributed on the Class II B-4 Certificates on such Remittance Date;    
(aaa) the amount of such distribution which constitutes principal;                                  
(bbb) the amount of such distribution which constitutes interest;                                   
(ccc) the  amount,  if any, by which the Class II B-4 Formula  Distribution  Amount  exceeds  the   
      remaining  Group II  Available Distribution Amount for such Remittance Date;                  
(ddd) the Class II B-4 Liquidation Loss Amount, if any, for such Remittance Date;                   
(eee) the Enhancement Payment, if any, for such Remittance Date;                                    
(fff) the remaining Class II B-4 Principal Balance;                                                 
(ggg) the number of and aggregate  unpaid principal  balance of Group I and Group II Contracts with 
      payments  delinquent 31 to 59, 60 to 89 and 90 or more days, respectively; and                
(hhh) the amount of fees payable out of the Trust Fund.                                             


      In  addition,  within a  reasonable  period of time  after the end of each
calendar  year, the Trustee will furnish a report to each  Certificateholder  of
record at any time during such calendar year as to certain  aggregate of amounts
for such calendar year.                                                         

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Optional Termination                                                            

      The  Agreement  provides  that on any  Remittance  Date  after  the  first
Remittance Date on which the sum of the Group I Pool Scheduled Principal Balance
and the  Group  II Pool  Scheduled  Principal  Balance  is less  than 10% of the
Cut-off  Date Pool  Principal  Balance,  the  Company  (if it is no  longer  the
Servicer)  and the Servicer  will each have the option to  repurchase,  upon the
Company or the Servicer  giving notice mailed no later than the first day of the
month next preceding the month of the exercise of such option,  all  outstanding
Contracts  at a price  equal  to the  greater  of (a) the sum of (x) 100% of the
outstanding  principal  balance of each Contract  (other than any Contract as to
which the related  Manufactured  Home has been acquired in realizing thereon and
whose fair  market  value is  included  pursuant  to clause (y) below) as of the
final Remittance  Date, and (y) the fair market value of such acquired  property
(as  determined by the Company or the Servicer,  as the case may be) and (b) the
aggregate  fair market value (as  determined by the Company or the Servicer,  as
the case may be) of all of the assets of the Trust Fund, plus, in each case, any
unpaid interest on the Certificates due on prior Remittance Dates as well as one
month's  interest  at the  rate  specified  in the  Agreement  on the  Scheduled
Principal  Balance of each  Contract  (including  any  Contract  as to which the
related  Manufactured  Homes  has been  repossessed  and not yet  disposed  of).
Notwithstanding  the foregoing,  the option  referred to in this paragraph shall
not be exercisable unless there will be distributed to the Certificateholders an
amount equal to 100% of the outstanding  principal  balance of each  Certificate
plus one  month's  interest  thereon at the  related  Remittance  Rate,  and any
previously undistributed shortfalls in interest due thereon.                    

The Trustee                                                                     

      The Bank of New York, a New York banking  corporation,  has its  corporate
trust offices at 101  BarclayStreet,  New York, New York 10286.  The Company and
its affiliates may have  commercial  transactions  with the Trustee from time to
time.                                                                           

      The  Trustee may resign at any time,  in which  event the Company  will be
obligated  to appoint a  successor  Trustee.  The  Company  may also  remove the
Trustee if the  Trustee  ceases to be  eligible  to  continue  as such under the
Agreement  or if the  Trustee  becomes  insolvent.  In such  circumstances,  the
Company will also be obligated to appoint a successor  Trustee.  Any resignation
or removal of the Trustee and appointment of a successor Trustee will not become
effective until acceptance of the appointment by the successor Trustee.         

Registration of the Offered Certificates                                        

      The Offered Certificates will be book-entry  Certificates (the "Book-Entry
Certificates").  Persons acquiring beneficial ownership interests in the Offered
Certificates ("Certificate Owners") will hold their Offered Certificates through
The  Depository  Trust  Company  ("DTC")  in the  United  States,  or  Cedelbank
("Cedel") or Euroclear (in Europe) if they are participants of such systems,  or
indirectly  through  organizations  which are participants in such systems.  The
Book-Entry  Certificates will be issued in one or more certificates  which equal
the aggregate  principal balance of the Offered  Certificates and will initially
be registered in the name of Cede & Co., the nominee of DTC. Cedel and Euroclear
will hold omnibus positions on behalf of their  participants  through customers'
securities  accounts  in  Cedel's  and  Euroclear's  names on the books of their
respective  depositaries  which in turn will hold such  positions in  customers'
securities  accounts in the  depositaries'  names on the books of DTC.  Citibank
will act as  depositary  for  Cedel  and The  Chase  Manhattan  Bank will act as
depositary  for  Euroclear  (in  such  capacities,  individually  the  "Relevant
Depositary" and  collectively the "European  Depositaries").  Investors may hold
such   beneficial   interests  in  the   Book-Entry   Certificates   in  minimum
denominations  of $50,000.  Except as  described  below,  no person  acquiring a
Book-Entry  Certificate (each, a "beneficial owner") will be entitled to receive
a  physical   certificate   representing   such   Certificate   (a   "Definitive
Certificate").  Unless  and until  Definitive  Certificates  are  issued,  it is
anticipated that the only  "Certificateholder"  of the Offered Certificates will
be  Cede  &  Co.,   as  nominee  of  DTC.   Certificate   Owners   will  not  be
Certificateholders as that term is used in the Agreement. Certificate Owners are
only permitted to exercise their rights indirectly through Participants and DTC.

      The  beneficial  owner's  ownership  of a Book-Entry  Certificate  will be
recorded on the records of the brokerage firm, bank, thrift institution or other
financial  intermediary  (each, a "Financial  Intermediary")  that maintains the
beneficial   owner's   account  for  such  purpose.   In  turn,   the  Financial
Intermediary's  ownership of such Book-Entry Certificate will be recorded on the
records of DTC (or of a participating  firm that acts as agent for the Financial
Intermediary,  whose interest will in turn be recorded on the records of DTC, if
the beneficial  owner's  Financial  Intermediary is not a DTC participant and on
the records of Cedel or Euroclear, as appropriate).                             

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      Certificate  Owners will  receive all  distributions  of  principal of and
interest  on the  Offered  Certificates  from the  Trustee  through  DTC and DTC
participants.  While the Offered  Certificates are outstanding (except under the
circumstances  described  below),  under the rules,  regulations  and procedures
creating and affecting DTC and its operations (the "Rules"),  DTC is required to
make  book-entry  transfers  among  Participants  on whose  behalf  it acts with
respect to the Offered  Certificates  and is  required  to receive and  transmit
distributions  of  principal  of, and  interest  on, the  Offered  Certificates.
Participants  and  indirect  participants  with  whom  Certificate  Owners  have
accounts with respect to Offered  Certificates  are  similarly  required to make
book-entry  transfers and receive and transmit such  distributions  on behalf of
their respective  Certificate Owners.  Accordingly,  although Certificate Owners
will not possess  certificates  representing  their respective  interests in the
Offered Certificates,  the Rules provide a mechanism by which Certificate Owners
will receive distributions and will be able to transfer their interest.         

      Certificateholders will not receive or be entitled to receive certificates
representing  their  respective  interests in the Offered  Certificates,  except
under the limited  circumstances  described  below.  Unless and until Definitive
Certificates  are  issued,  Certificateholders  who  are  not  Participants  may
transfer  ownership  of  Offered  Certificates  only  through  Participants  and
indirect participants by instructing such Participants and indirect participants
to transfer Offered  Certificates,  by book-entry transfer,  through DTC for the
account  of the  purchasers  of such  Offered  Certificates,  which  account  is
maintained with their respective Participants. Under the Rules and in accordance
with DTC's normal  procedures,  transfers  of ownership of Offered  Certificates
will be executed through DTC and the accounts of the respective  Participants at
DTC will be debited and  credited.  Similarly,  the  Participants  and  indirect
participants  will make debits or credits,  as the case may be, on their records
on behalf of the selling and purchasing Certificateholders.                     

      Because of time zone differences,  credits of securities received in Cedel
or Euroclear as a result of a transaction with a Participant will be made during
subsequent securities settlement processing and dated the business day following
the DTC settlement  date.  Such credits or any  transactions  in such securities
settled  during such  processing  will be reported to the relevant  Euroclear or
Cedel  Participants on such business day. Cash received in Cedel or Euroclear as
a result of sales of  securities by or through a Cedel  Participant  (as defined
below) or Euroclear  Participant (as defined below) to a DTC Participant will be
received  with value on the DTC  settlement  date but will be  available  in the
relevant  Cedel or Euroclear  cash account only as of the business day following
settlement in DTC. For information with respect to tax documentation  procedures
relating   to   the    Certificates,    see   "Certain    Federal   Income   Tax
Consequences--REMIC Series--Taxation of Certain Foreign Investors" and "--Backup
Withholding"  in the  Prospectus  and  "Global  Clearance,  Settlement  and  Tax
Documentation   Procedures--Certain   U.S.  Federal  Income  Tax   Documentation
Requirements" in Annex I hereto.                                                

      Transfers  between  Participants  will occur in accordance with DTC rules.
Transfers  between Cedel  Participants and Euroclear  Participants will occur in
accordance with their respective rules and operating procedures.                

      Cross-market  transfers  between  persons  holding  directly or indirectly
through  DTC,  on the  one  hand,  and  directly  or  indirectly  through  Cedel
Participants or Euroclear Participants, on the other, will be effected in DTC in
accordance  with DTC  rules on  behalf of the  relevant  European  international
clearing  system  by  the  Relevant  Depositary;   however,  such  cross  market
transactions  will require  delivery of  instructions  to the relevant  European
international  clearing system by the  counterparty in such system in accordance
with its rules and procedures  and within its  established  deadlines  (European
time).  The  relevant  European  international  clearing  system  will,  if  the
transaction  meets its  settlement  requirements,  deliver  instructions  to the
Relevant  Depositary to take action to effect final  settlement on its behalf by
delivering or receiving  securities  in DTC, and making or receiving  payment in
accordance with normal  procedures for same day funds  settlement  applicable to
DTC. Cedel Participants and Euroclear  Participants may not deliver instructions
directly to the European Depositaries.                                          

      DTC is a New  York-chartered  limited  purpose trust company that performs
services for its participants,  some of which (and/or their representatives) own
DTC. In  accordance  with its normal  procedures,  DTC is expected to record the
positions held by each DTC participant in the Book-Entry  Certificates,  whether
held for its own  account  or as a  nominee  for  another  person.  In  general,
beneficial ownership of Book-Entry Certificates will be subject to the Rules, as
in effect from time to time.                                                    

      Cedelbank,  67  Bd  Grande-Duchesse  Charlotte,   L-1331  Luxembourg,  was
incorporated in 1970 as a limited  company under  Luxembourg law. Cedel is owned
by banks, securities dealers and financial institutions, and currently has about
100 shareholders,  including U.S. financial  institutions or their subsidiaries.
No single entity may own more than five percent of Cedel's stock.               

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      Cedel is  registered  as a bank in  Luxembourg,  and as such is subject to
regulation by the Institute  Monetaire  Luxembourgeois,  "IML",  the  Luxembourg
Monetary Authority, which supervises Luxembourg banks.                          

      Cedel  holds  securities  for its  customers  ("Cedel  Participants")  and
facilitates   the  clearance  and  settlement  of  securities   transactions  by
electronic  book-entry transfers between their accounts.  Cedel provides various
services,  including  safekeeping,  administration,  clearance and settlement of
internationally  traded securities and securities  lending and borrowing.  Cedel
also deals  with  domestic  securities  markets  in  several  countries  through
established  depository and custodial  relationships.  Cedel has  established an
electronic  bridge  with  Morgan  Guaranty  Trust as the  Euroclear  Operator in
Brussels to facilitate  settlement of trades between  systems.  Cedel  currently
accepts over 70,000 securities issues on its books.                             

      Cedel's  customers  are  world-wide   financial   institutions   including
underwriters,  securities  brokers  and  dealers,  banks,  trust  companies  and
clearing corporations. Cedel's United States customers are limited to securities
brokers  and  dealers  and  banks.  Currently,  Cedel  has  approximately  3,000
customers located in over 60 countries,  including all major European countries,
Canada,  and the United States.  Indirect  access to Cedel is available to other
institutions  which clear through or maintain a custodial  relationship  with an
account holder of Cedel.                                                        

      Euroclear  was  created in 1968 to hold  securities  for its  participants
("Euroclear   Participants")  and  to  clear  and  settle  transactions  between
Euroclear  Participants  through  simultaneous  electronic  book-entry  delivery
against  payment,   thereby  eliminating  the  need  for  physical  movement  of
certificates and any risk from lack of simultaneous  transfers of securities and
cash.  Transactions  may be settled in any of 29  currencies,  including  United
States dollars. Euroclear includes various other services,  including securities
lending and borrowing and interfaces with domestic markets in several  countries
generally  similar  to the  arrangements  for  cross-market  transfers  with DTC
described above. Euroclear is operated by the Brussels, Belgium office of Morgan
Guaranty Trust Company of New York (the  "Euroclear  Operator"),  under contract
with Euroclear  Clearance Systems S.C., a Belgian  cooperative  corporation (the
"Cooperative").  All operations are conducted by the Euroclear Operator, and all
Euroclear securities clearance accounts and Euroclear cash accounts are accounts
with the Euroclear Operator,  not the Cooperative.  The Cooperative  establishes
policy for Euroclear on behalf of Euroclear Participants. Euroclear Participants
include banks  (including  central  banks),  securities  brokers and dealers and
other  professional  financial  intermediaries.  Indirect access to Euroclear is
also  available  to other  firms that  clear  through  or  maintain a  custodial
relationship with a Euroclear Participant, either directly or indirectly.       

      The  Euroclear  Operator  is the  Belgian  branch  of a New  York  banking
corporation which is a member bank of the Federal Reserve System. As such, it is
regulated and examined by the Board of Governors of the Federal  Reserve  System
and the New  York  State  Banking  Department,  as well as the  Belgian  Banking
Commission.                                                                     

      Securities  clearance  accounts  and  cash  accounts  with  the  Euroclear
Operator are governed by the Terms and Conditions Governing Use of Euroclear and
the related Operating  Procedures of the Euroclear System and applicable Belgian
law (collectively,  the "Terms and Conditions"). The Terms and Conditions govern
transfers of securities and cash within Euroclear, withdrawals of securities and
cash from  Euroclear,  and receipts of payments  with respect to  securities  in
Euroclear.  All  securities  in Euroclear  are held on a fungible  basis without
attribution of specific  certificates to specific securities clearance accounts.
The  Euroclear  Operator acts under the Terms and  Conditions  only on behalf of
Euroclear  Participants,  and has no  record  of or  relationship  with  persons
holding through Euroclear Participants.                                         

      Distributions  on  the  Book-Entry  Certificates  will  be  made  on  each
Remittance Date by the Trustee to DTC. DTC will be responsible for crediting the
amount of such payments to the accounts of the  applicable DTC  participants  in
accordance  with  DTC's  normal   procedures.   Each  DTC  participant  will  be
responsible  for  disbursing  such  payments  to the  beneficial  owners  of the
Book-Entry  Certificates  that it represents and to each Financial  Intermediary
for which it acts as agent. Each such Financial Intermediary will be responsible
for  disbursing  funds to the beneficial  owners of the Book-Entry  Certificates
that it represents.                                                             

      Under  a  book-entry   format,   beneficial   owners  of  the   Book-Entry
Certificates may experience some delay in their receipt of payments,  since such
payments  will be  forwarded  by the  Trustee to Cede & Co.  Distributions  with
respect to Certificates  held through Cedel or Euroclear will be credited to the
cash accounts of Cedel Participants or Euroclear Participants in accordance with
the  relevant  system's  rules and  procedures,  to the extent  received  by the
Relevant  Depositary.  Such  distributions  will be subject to tax  reporting in
accordance  with relevant United States tax laws and  regulations.  See "Certain
Federal  Income Tax  Consequences--REMIC  Series--Taxation  of  Certain  Foreign
Investors" and "--Backup  Withholding" in the  Prospectus.  Because DTC can only
act on behalf of Financial Intermediaries,  the ability of a beneficial owner to
pledge Book-Entry Certificates to persons o