Exhibit 99.2

March 12, 1997

                             MANAGEMENT'S ASSERTION




As of and for the year ended December 31, 1996,  The CIT Group  Sales/Financing,
Inc. (the Company),  a wholly owned  subsidiary of The CIT Group Holdings,  Inc.
has complied in all material  respects with the minimum  servicing  standards as
set forth in the  Mortgage  Bankers  Association  of  America's  Uniform  Single
                                                                 ---------------
Attestation  Program for Mortgage Bankers.  As of and for this same period,  the
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Company  had in effect a fidelity  bond and errors and  omissions  policy in the
amount of $50 million and $5 million respectively.

Managements'  assertion  herein  relates  to the  application  of these  minimum
servicing  standards as they apply to loans serviced for others,  except for the
GNMA Defaulted Manufactured Housing Master Subservicing Contract.

                              THE CIT GROUP/SALES FINANCING, INC.


                              /s/James J. Egan, Jr.
                              --------------------
                              James J. Egan, Jr.
                              President and Chief Executive Officer


                              /s/ Richard W. Bauerband
                              ------------------------
                              Richard W. Bauerband
                              Executive Vice President


                              /s/ Christine L. Reilly
                              -----------------------
                              Christine L. Reilly
                              Vice President and Controller




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                           MINIMUM SERVICING STANDARDS
                           ---------------------------   
I.    CUSTODIAL BANK ACCOUNTS

      1. Reconciliations shall be prepared on a monthly basis for all custodial
bank accounts and related bank clearing accounts.  These reconciliations shall:

                -  be mathematically accurate;
                -  be prepared within forty-five (45) calendar days after the
               cutoff date;
                -  be reviewed and approved by someone other than the person who
               prepared the reconciliation; and
                -  document explanations for reconciling items.These
               reconciling  items shall be resolved  within ninety (90) calendar
               days of their original identification.

      2. Funds of the servicing entity shall be advanced in cases where there is
an overdraft in an investor's or a mortgagor's account.

      3. Each custodial account shall be maintained at a federally insured
depository institution in trust for the applicable investor.

      4. Escrow  funds held in trust for a  mortgagor  shall be returned to the
mortgagor within thirty (30) calendar days of payoff of the mortgage loan.

II.   MORTGAGE PAYMENTS

      1. Mortgage  payments  shall be deposited into the custodial bank accounts
and related bank clearing accounts within two business days of receipt (with the
exception of securitization servicing contracts for which custodial accounts are
not applicable).

      2. Mortgage  payments  made  in  accordance  with  the  mortgagor's  loan
documents  shall be  posted  to the  applicable  mortgagor  records  within  two
business days of receipt.

      3. Mortgage payments shall be allocated to principal, interest, insurance,
taxes or other escrow items in accordance with the mortgagor's loan documents.

      4. Mortgage payments identified as loan payoffs shall be allocated in
accordance with the mortgagor's loan documents.

III.  DISBURSEMENTS

      1. Disbursements made via wire transfer on behalf of a mortgagor or
investor shall be made only by authorized personnel.

      2. Disbursements made on behalf of a mortgagor or investor shall be posted
within two business days to the mortgagor's or investor's  records maintained by
the servicing entity.
<PAGE>

      3. Tax and  insurance  payments  shall be made on or before the penalty or
insurance  policy  expiration  dates,  as indicated  on tax bills and  insurance
premium notices,  respectively,  provided that such support has been received by
the servicing entity at least thirty (30) calendar days prior to these dates.

      4. Any late payment  penalties paid in conjunction with the payment of any
tax bill or insurance  premium notice shall be paid from the servicing  entity's
funds and not charged to the  mortgagor,  unless the late payment was due to the
mortgagor's error or omission.

      5. Amounts remitted to investors per the servicer's investor reports shall
agree with the canceled  checks,  or other form of payment,  or  custodial  bank
statements.

      6. Unissued checks shall be safeguarded so as to prevent unauthorized
access.

IV.   INVESTOR ACCOUNTING AND REPORTING

      1. The servicing  entity's investor reports shall agree with, or reconcile
to,  investors'  records  on a monthly  basis as to the total  unpaid  principal
balance and number of loans serviced by the servicing entity.

V.    MORTGAGOR LOAN ACCOUNTING

      1. The  servicing  entity's  mortgage  loan records  shall agree with,  or
reconcile  to, the records of  mortgagors  with respect to the unpaid  principal
balance on a monthly basis.

      2. Adjustments on ARM loans shall be computed based on the related
mortgage note and any ARM rider.

      3. Escrow accounts shall be analyzed, in accordance with the mortgagor's
loan documents, on at least an annual basis.

      4. Interest on escrow  accounts shall be paid, or credited,  to mortgagors
in  accordance  with the  applicable  state laws. (A  compilation  of state laws
relating to the payment of interest on escrow  accounts may be obtained  through
the MBA's FAX ON DEMAND service. For more information, contact MBA).

VI.   DELINQUENCIES

      1. Records  documenting  collection efforts shall be maintained during the
period a loan is in default and shall be updated at least monthly.  Such records
shall describe the entity's activities in monitoring delinquent loans including,
for example,  phone calls,  letters and mortgage payment  rescheduling  plans in
cases where the delinquency is deemed temporary (e.g., illness or unemployment).

VII.  INSURANCE POLICIES

     1. A fidelity  bond and errors and  omissions  policy shall be in effect on
the servicing  entity  throughout the reporting period in the amount of coverage
represented to investors in management assertion.