Exhibit 99.2
                                  ------------ 

March 13, 1998


                             MANAGEMENT'S ASSERTION
                             ---------------------- 
                              


As of and for the year ended December 31, 1997, The CIT  Group/Sales  Financing,
Inc.(the Company), a wholly owned subsidiary of The CIT Group, 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 Company had in effect
--------------------
a fidelity bond and errors and omissions policy in the amount of $50 million and
$5 million, respectively.

Management's  assertion  herein  relates  to the  application  of these  minimum
servicing standards as they apply to loans serviced for others.

                    
                                       THE CIT GROUP/SALES FINANCING, INC.


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


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


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




<PAGE>



                           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.

         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.

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.